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CORRESP
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 CORRESP

 T-Mobile US, Inc.
 12920 SE 38th Street Bellevue,
Washington 98006 May 20, 2025 VIA EDGAR
 Office of Technology Division of Corporation Finance
 U.S. Securities and Exchange Commission 100 F Street, NE
 Washington, D.C. 20549

 Attn:
 Jeff Kauten

 Re:
 T-Mobile US, Inc.
 T-Mobile USA, Inc.
 Registration Statement on Form S-4
 File Nos. 333-287414 and 333-287414-57 (the “Registration Statement”)
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, T-Mobile US, Inc. (the “ Company ”), together with T-Mobile USA, Inc., its wholly-owned subsidiary,
hereby requests that the effective date of the Registration Statement be accelerated by the Securities and Exchange Commission so that the Registration Statement will become effective at 9:00 a.m. Eastern Daylight Time on May 22, 2025 or as
soon as practicable thereafter. The Company hereby authorizes David Lopez of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company, to modify or withdraw this request for acceleration orally.
 The Company requests that we be notified of such effectiveness by a telephone call to Mr. Lopez at (212)
 225-2632 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 T-Mobile US, Inc.

 By:

 /s/ Peter Osvaldik

 Name:

 Peter Osvaldik

 Title:

 Executive Vice President and Chief Financial Officer

 cc:
 David Lopez, Esq.
 Cleary Gottlieb Steen & Hamilton LLP

April 8, 2025
Peter Osvaldik
Chief Financial Officer
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, WA 98006
Re:T-Mobile US, Inc.
Draft Registration Statement on Form S-4
Submitted April 1, 2025
CIK No. 0001283699
Dear Peter Osvaldik:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement at least two business
days prior to the requested effective date and time. Please refer to Rule 461 regarding
requests for acceleration. 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.
            Please contact Jeff Kauten at 202-551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:David Lopez

United States securities and exchange commission logo
August 17, 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 completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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CORRESP

 Confidential treatment requested by T-Mobile US, Inc. pursuant to 17 CFR 200.83 (“Rule 83”)
(TMUS-001)

 T-Mobile US, Inc.

12920 SE 38th Street

 Bellevue, Washington 98006

 August 7, 2023

 Via EDGAR Transmission

 Office of Technology

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Kathryn Jacobson and Robert
Littlepage

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 Ms. Jacobson and Mr. Littlepage:

This letter further responds to the letter dated June 8, 2023, from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “SEC”), relating to the above-referenced Form 10-K for the year ended December 31, 2022, filed with the SEC on February 14,
2023 (the “Form 10-K”), and Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on April 27, 2023 (the “Form 10-Q”). This letter responds to the additional questions requested by the Staff after discussion between the Company and the Staff on July 27, 2023. The Staff’s additional questions are set forth
below in bold, followed by the Company’s response to the questions.

 Pursuant to 17 C.F.R. § 200.83 (“Rule 83”), T-Mobile requests confidential treatment for certain portions of this letter that have been redacted from the version filed via the SEC’s EDGAR system and marked with “[***],” and that such
information be maintained in confidence, not be made part of any public record and not be disclosed to any person, including in response to any request under the Freedom of Information Act, 5 U.S.C. § 552. An unredacted version of this letter
is being provided to the SEC under a separate cover along with the request for confidential treatment under Rule 83.

 Please note that the
“Company” or “T-Mobile” refers to T-Mobile US, Inc., together with its consolidated subsidiaries, and “Cogent” refers to Cogent
Infrastructure, Inc., a wholly owned subsidiary of Cogent Communications Holdings, Inc.

 1

 Confidential treatment requested by T-Mobile US, Inc. pursuant to 17 CFR 200.83 (“Rule 83”)
(TMUS-002)

 T-Mobile has other providers of IP transit services. What is
the total capacity, total usage and total costs to T-Mobile from these other providers?

 As described
within the Background of our response to the SEC dated July 14, 2023:

 Historically,
T-Mobile’s use of IP transit services from legacy service providers is approximately $2 million per year or about 1.5 terabytes (“TB”) of capacity per month. The IPTSA provides for 611 TB
of capacity per month for four and a half years, at a total cost of $700 million.

 T-Mobile’s
historical IP transit service providers include two service providers. Within these contracts we have minimum service commitments that are aligned with our expected usage and do not include a commitment for excess or redundant capacity as that type
of service is not needed in our network infrastructure. Monthly recurring charges (“MRC”) vary based on usage levels. Consumption up to the minimum commitment level of gigabytes1 per
second (“GBPS”) per month are charged one price and consumption that exceeds the minimum commitment is charged at a discounted or ‘burst’ price, as follows:

 Service Provider

 Minimum Capacity

 MRC up to commitment

 MRC Burst Price

 “A”

550 GBPS per month

$[***]/ MBPS

$[***]/ MBPS

 “B”

300 GBPS per month

$[***]/ MBPS

$[***] / MBPS

 Cogent

611,000 GBPS (611 TBPS) per month total capacity

N/A

N/A

 From January 1, 2023, through June 30, 2023, average monthly usage was 1,500 GBPS (i.e., 1.5 TB) per month,
comprised of about 1,000 GBPS from service provider A and 500 GBPS from service provider B. During the year ended 2022, average monthly usage was about 1,200 GBPS per month, at a similar allocation between service providers A and B.

IP transit services are an insignificant component to our overall network transmission services as IP transit services are used to fill in gaps in internet
services. For the majority of our internet connections, we connect directly through large content and internet service providers. Large content and internet services providers connect to most, but not all, of the internet. IP transit service
providers, however, provide connection to all the internet, including areas that the large content providers do not reach.

 For this reason, IP transit
services are not a suitable substitute for general network transmission of cellular calls and data, which rely on backhaul and other network equipment and services.

This is why our utilization of IP transit services historically has been and is expected to remain insignificant over the foreseeable future.

What are the termination provisions of the Membership Interest Purchase Agreement (“MIPA”) and what are the termination penalties to Cogent?

 The MIPA, filed by T-Mobile in its September 7, 2022 8-K as
Exhibit 2.1, can no longer be terminated as the transaction closed May 1, 2023. The termination provisions in the MIPA all relate to requirements and conditions applicable prior to Closing and the MIPA termination provisions are no longer
applicable post-Closing.

1
 1,000 gigabytes equal 1 terabyte.

 2

 Confidential treatment requested by T-Mobile US, Inc. pursuant to 17 CFR 200.83 (“Rule 83”)
(TMUS-003)

 Prior to the Closing, each party only had limited and customary termination rights for transactions of this
nature. There were no termination penalties for either party under the MIPA. Otherwise, each party’s rights to terminate the Agreement were available in the following limited situations:

1.
 Either party was permitted to terminate the Agreement if the other party materially breached its
representations and warranties contained in the MIPA or materially defaulted on the performance of its obligations. To terminate the MIPA due to a breach or default by the other party, a party could not be in breach of its own representations and
warranties contained in the MIPA and had to be in material compliance with its covenant obligations. In addition, the MIPA gave the party in breach or default a Cure Period2 to cure the breach
after it received notice from the other party of such breach or default.

•

 T-Mobile had a high degree of certainty that neither party would exercise
this termination right. Although the term “material breach” is not defined within the MIPA, in this context, the standard under relevant case law for what would constitute a material breach of the agreement is high. T-Mobile was able to ensure its compliance with the MIPA prior to Closing and implemented a robust interim covenant compliance program to ensure no material breaches would occur. Furthermore, given T-Mobile’s desire to consummate the transaction, T-Mobile would certainly have worked to cure any breach had one been alleged by Cogent. It was also highly unlikely that T-Mobile would ever seek to terminate the MIPA due to a breach or default by Cogent. As the buyer, Cogent made only limited representations to T-Mobile, and Cogent’s pre-Closing obligations were limited to taking certain actions required to fulfill the Closing conditions (e.g., making required filings to obtain Regulatory Approval, obtaining a D&O tail insurance policy) or
regarding matters such as confidentiality and public announcements. Given T-Mobile’s desire to consummate the transaction, in almost any conceivable scenario,
T-Mobile would not have attempted to terminate the Agreement over a breach of these covenants, but would rather have sought specific performance of the Agreement, a remedy that was explicitly available to both
parties under the MIPA. For example, if Cogent simply refused to make the required regulatory filings to close the transaction, T-Mobile would have been entitled under the MIPA to seek a court order to enforce
Cogent’s obligation to do so, rather than terminate the Agreement.

2.
 Either party was permitted to terminate the Agreement if there was any final and
non-appealable order or injunction from a regulatory authority that had the effect of permanently barring the transaction or making it illegal to consummate it. This included any final and non-appealable failure to obtain the any Regulatory Approvals required as a condition to Closing.

•

 The parties conducted a thorough regulatory analysis prior to entering into the MIPA and reasonably concluded
that it was probable that no regulatory authority would move to block the transaction and that all required Regulatory Approvals would be obtained. Limited approvals were required and Cogent was an established publicly traded company that would be
viewed as a strong operator. Further, there were no meaningful concerns that the proposed transaction would be viewed as anti-competitive.

2
 Cure Period: means a period commencing on the date Cogent, on the one hand, or T-Mobile, on the other hand, receives from the other written notice of breach or default and continuing until the earlier of (x) thirty (30) days thereafter, (y) the third (3rd) Business Day prior to the
day otherwise scheduled for Closing or (z) the Termination Date.

 3

 Confidential treatment requested by T-Mobile US, Inc. pursuant to 17 CFR 200.83 (“Rule 83”)
(TMUS-004)

3.
 Either party was permitted to terminate the Agreement if the parties had not completed the conditions precedent
to Closing by September 6, 2023. This date would be automatically extended twice (first to March 6, 2024, then to September 6, 2024) if the only remaining condition to Closing was the requirement to obtain required Regulatory
Approvals.

•

 Aside from receipt of required Regulatory Approvals, the remaining conditions to Closing were within the control
of the parties (and were largely T-Mobile’s obligation) to achieve, thus T-Mobile reasonably concluded at the time of signing the MIPA it was probable that the
transaction would close.

 In the event the Agreement was validly terminated as provided, the MIPA would have become null and void and
have no further force and effect, each of the parties would have been relieved of their duties and obligations arising under the Agreement after the date of such termination, and such termination would have been without liability to any party.
However, certain obligations under the MIPA, including the confidentiality provisions, would have survived termination. None of the parties to the Agreement would have been relieved of any liability for any intentional and material breach of the
Agreement prior to the effective date of termination.

 Defined terms not otherwise defined herein have the meanings ascribed to them in the MIPA.

What are the termination provisions of the IP Transit Services Agreement (“IPTSA”) and what are the termination penalties to Cogent?

 Under the IPTSA, which was filed by Cogent in its May 1, 2023 8-K as Exhibit 10.2 (with some
redactions), either Cogent or T-Mobile may terminate the IPTSA if the other party is in Material Breach and fails to cure the Material Breach within 30 days after receipt of written notice. Material Breach for
T-Mobile is defined as (i) the failure to make any undisputed payment under the terms of the IPTSA within 5 days from date of receipt of notice of non-payment; or
(ii) a breach of any material provision. Material Breach for Cogent is defined as a breach of any material provision in the IPTSA which (x) results in greater than 20% of the Cogent Network being unavailable for 30 consecutive days and
(y) is a result of gross negligence or willful misconduct by Cogent.

 Cogent may also terminate the IPTSA at any time if T-Mobile is in material breach of the IPTSA (including but not limited to the Acceptable Use Policy), Cogent has provided T-Mobile with written notice detailing the material
breach, and T-Mobile has failed to cure the material breach within 30 days of receipt of written notice. If the IPTSA is terminated for any reason other than by T-Mobile
for Cogent’s Material Breach, T-Mobile’s obligations to pay the Monthly Payments shall survive such termination pursuant to the terms of the agreement. If
T-Mobile defaults in any of its payment obligations under the agreement, T-Mobile agrees to pay Cogent’s reasonable expenses incurred by Cogent in enforcing its
rights.

 Under the IPTSA, there are no termination penalties to Cogent or T-Mobile if the IPTSA is terminated.

 Defined terms not otherwise defined herein have the meanings ascribed to them in the IPTSA.

*    *    *    *

 4

 Confidential treatment requested by T-Mobile US, Inc. pursuant to 17 CFR 200.83 (“Rule 83”)
(TMUS-005)

 Please direct questions regarding this response to me at 202-975-6454. For any future written correspondence sent by email, please use the following addresses: Peter.Osvaldik@T-Mobile.com,
Mark.Nelson@T-Mobile.com and Broady.Hodder@T-Mobile.com.

Sincerely,

By:

/s/ Mark Nelson

Name:

Mark Nelson

Title:

Executive Vice President & General Counsel

Cc:
 Peter Osvaldik, Executive Vice President & Chief Financial Officer

Broady Hodder, Corporate Secretary & Senior Vice President, Legal Affairs

Julia A Thompson, Latham & Watkins LLP

 5

CORRESP
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CORRESP

 Confidential treatment requested by T-Mobile US, Inc. pursuant
to 17 CFR 200.83 (“Rule 83”)(TMUS-001)

 T-Mobile US,
Inc.

 12920 SE 38th Street

 Bellevue,
Washington 98006

 July 14, 2023

 Via EDGAR
Transmission

 Office of Technology

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Attention: Kathryn Jacobson and Robert Littlepage

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 Ms. Jacobson and Mr. Littlepage:

This letter responds to the letter dated June 8, 2023, from the staff of the Division of Corporation Finance (the “Staff”) of
the Securities and Exchange Commission (the “SEC”), relating to the above-referenced Form 10-K for the year ended December 31, 2022, filed with the SEC on February 14, 2023 (the “Form 10-K”), and Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on April 27, 2023 (the “Form
10-Q”). The Staff’s comments are set forth below in bold, followed by the Company’s response to the comments.

Pursuant to 17 C.F.R. § 200.83 (“Rule 83”), T-Mobile requests confidential treatment
for certain portions of this letter that have been redacted from the version filed via the SEC’s EDGAR system and marked with “[***],” and that such information be maintained in confidence, not be made part of any public record and
not be disclosed to any person, including in response to any request under the Freedom of Information Act, 5 U.S.C. § 552. An unredacted version of this letter is being provided to the SEC under a separate cover along with the request for
confidential treatment under Rule 83.

 Please note that the “Company” or
“T-Mobile” refers to T-Mobile US, Inc., together with its consolidated subsidiaries, and “Cogent” refers to Cogent Infrastructure, Inc., a
wholly owned subsidiary of Cogent Communications Holdings, Inc.

 All terms used but not defined herein have the meanings assigned to such
terms in the Form 10-K and Form 10-Q.

 1

 Confidential treatment requested by T-Mobile US, Inc. pursuant to 17 CFR 200.83 (“Rule
83”)(TMUS-002)

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

Note 11 - Wireline

 Sale of the Wireline Business, page
10

 Background on the Wireline Business and IP Transit Services Agreement (“IPTSA”)

In connection with the merger between the Company and Sprint Corporation (“Sprint”) on April 1, 2020 (the “Merger”), T-Mobile acquired Sprint’s legacy CDMA and LTE wireless networks, which were supported by the legacy Sprint wireline assets, comprising owned property and equipment, including land, buildings, communication
systems and data processing equipment, fiber optic cable and operating lease right-of-use assets, together with other wireline assets also acquired by the Company as
part of the Merger (the “Wireline assets”). The Wireline assets supported Sprint’s legacy CDMA and LTE wireless networks as well as wireline communication services provided by certain Sprint subsidiaries to domestic and international business-to-business customers (the “Wireline business”).

 During 2021
and 2022, the Wireline business generated significant operating losses of approximately $666 million and $866 million, respectively.

 After
determining that the Wireline assets used to support the legacy Sprint CDMA and LTE networks would be incompatible with the go-forward network strategy of the combined company,
T-Mobile began evaluating potential alternatives involving the Wireline business in 2021. Options considered by the Company included making additional investment in the Wireline business to grow it toward
profitability, winding down the Wireline business immediately, or over time, and liquidating the assets, or selling the Wireline business.

 In the third
quarter of 2022, the Company ultimately determined that selling the Wireline business would be in the best interests of the Company, its stockholders and customers.

At the end of a competitive bidding process for the sale of the Wireline business, Cogent was the bidder that provided the most favorable economics to the
Company and a feasible path forward for the Wireline business and the Wireline business customers. Pursuant to the Membership Interest Purchase Agreement (“MIPA”) entered into by the Company and Cogent on September 6, 2022, Cogent
would purchase the Wireline assets for $1, subject to customary adjustments (the “Wireline Transaction”), and pursuant to Section 9.1(g) of the MIPA and the IPTSA, which is Exhibit G to the MIPA1, T-Mobile would pay Cogent $700 million, consisting of (i) $350 million paid in equal monthly installments during the first year after closing of the
Wireline Transaction, and (ii) $350 million paid in equal monthly installments over the subsequent 42 months. Absent a material breach by Cogent, T-Mobile does not have the right to terminate the payment
obligations under the IPTSA.

1
 The IPTSA, as Exhibit G to the MIPA, was omitted, in accordance with Item 601(a)(5) of Regulation S-K, from the MIPA filed as Exhibit 2.1 to T-Mobile’s current report on Form 8-K, filed with the SEC on September 7, 2022.

 2

 Confidential treatment requested by T-Mobile US, Inc. pursuant to 17 CFR 200.83 (“Rule
83”)(TMUS-003)

 T-Mobile’s $700 million payment under the IPTSA was
required by Cogent to induce Cogent to execute the MIPA and to facilitate the Wireline Transaction. T-Mobile generally does not utilize IP transit services, which tend to be more expensive than peering,
internet exchanges and caching. However, T-Mobile requires an insignificant amount of IP transit services for limited and discrete uses in its operations. Prior to the Wireline Transaction, T-Mobile entered into existing volume-based commitment agreements with other providers for those limited IP transit services that T-Mobile does require. T-Mobile’s current and projected future demand for IP transit services can be fulfilled by these other providers, making Cogent’s IP transit services redundant and largely unnecessary. Additionally, to use
more than a de minimis amount of Cogent’s IP transit services, the Company would need to incur significant costs to connect T-Mobile’s wireless network to Cogent’s network, making Cogent’s
IP transit services cost-prohibitive.

 T-Mobile’s insignificant use of Cogent IP transit services support
certain legacy Sprint network equipment (e.g., legacy Sprint CDMA / LTE circuits) not yet decommissioned. While substantially all legacy Sprint wireless network equipment has been decommissioned, a negligible number of legacy Sprint network circuits
that utilize Cogent’s IP transit services remain in use. The Company estimates the required volume of IP transit services from Cogent is less than $1 million per year, and this amount will decline to zero over the next two years, or
sooner, as the decommissioning of legacy Sprint network equipment is completed. Historically, T-Mobile’s use of IP transit services from legacy service providers is approximately $2 million per year
or about 1.5 terabytes (“TB”) of capacity per month. The IPTSA provides for 611 TB of capacity per month for four and a half years, at a total cost of $700 million.

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:

 1. 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 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.

 Response:

As part of the competitive bidding process, besides Cogent, T-Mobile received indications of interest in acquiring the
entire Wireline business from three parties. In addition to those three parties, there was minimal interest from others in purchasing discrete assets of the Wireline business or entering into a joint venture with
T-Mobile. T-Mobile received one proposal for the purchase of a minority stake in the Wireline business and one proposal for the purchase of limited discrete assets of
the Wireline business. Given T-Mobile’s desire to consummate the most financially accretive transaction(s) possible on an accelerated timeline, these proposals were
de-prioritized behind the other proposals received for a purchase of the entire Wireline business.

 3

 Confidential treatment requested by T-Mobile US, Inc. pursuant to 17 CFR 200.83 (“Rule
83”)(TMUS-004)

 T-Mobile assessed the proposals received based on a variety of
factors, including the costs to T-Mobile to divest the Wireline business, the qualifications and credibility of the bidders, their financial ability to sustain the expected losses from the Wireline business
while implementing a turnaround business plan, their ability to realize synergies, and their possession of the business knowledge needed to operate the Wireline business successfully.

The proposals received for the purchase of the entire Wireline business varied drastically:

One proposal required [***].

 A second proposal,
from a consortium of buyers, required [***]. During the negotiation process, the consortium lost a key operating partner and was unable to secure a new partner with the necessary expertise and ability to operate the Wireline business
and realize synergies.

 A third party proposed [***]. However, the party was not considered credible because, despite repeated requests for
information, it was unable to provide any proof of financing to sustain the expected losses from the Wireline business (and seemingly, lost the financial backing of a prospective partner during the sale process). The party also lacked a credible
business plan to operate the Wireline business to profitability, appeared to not have any actual operations, and, in T-Mobile’s view, demonstrated a fundamental lack of knowledge regarding the Wireline
business.

 The Company ultimately selected the bid from Cogent based on its analysis of all proposals. Several factors weighed in Cogent’s favor. Of
all credible bidders, Cogent was willing to purchase the Wireline business in its entirety with the lowest cash commitment from T-Mobile. Also, Cogent is an established player in the industry that has the
business knowledge, experience and financial capacity to operate the Wireline business successfully and generate synergies with its existing business. As a result, T-Mobile concluded that selling the Wireline
business to Cogent was in the best interests of the Company, its stockholders and customers.

 2. 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.

 Response:

 The accounting treatment applied
to the Wireline sale transaction, including the IPTSA obligation for the quarter ended September 30, 2022, followed the substance, rather than the form, of the overall arrangement. Given the unique set of facts and circumstances in this
arrangement T-Mobile relied on various principles within the accounting standards that arrived at an accounting outcome that T-Mobile believes is reasonable and
appropriate. Clear examples of accounting for such an arrangement whereby T-Mobile pays a counterparty to purchase a disposal group are not prevalent within the accounting literature.

 4

 Confidential treatment requested by T-Mobile US, Inc. pursuant to 17 CFR 200.83 (“Rule
83”)(TMUS-005)

 The Company signed the MIPA during the third quarter of 2022. The MIPA provides that each party may
specifically enforce the other party’s obligations under the agreement, so T-Mobile’s obligation to execute the IPTSA at closing was not cancellable absent limited exceptions outside of the
Company’s control. Similarly, T-Mobile cannot terminate its obligation to pay $700 million in accordance with the predetermined payment schedule in the IPTSA absent a material breach by Cogent.

At the time of the MIPA execution, the Company did not expect (and still does not expect) to receive anything of value for the cash payments made pursuant to
the IPTSA, because the Company has no meaningful use for the IP transit services offered under the IPTSA. As described above, the Company viewed the IPTSA and the cash payments thereunder as an inducement to Cogent to execute the MIPA. Accordingly,
the MIPA and the IPTSA were elements of one integrated arrangement to sell the Wireline business to Cogent. As a result, the Company considered the fair value of the Wireline business to be a negative amount that approximated the net present value
of the cash payments that the Company was obligated to pay under the IPTSA.

 The Company applied the accounting guidance in ASC 360 Property, Plant and
Equipment, ASC 820 Fair Value Measurements and the interpretative guidance in the SEC Staff Speech by Adam Brown, Professional Accounting Fellow, Office of the Chief Accountant, “Remarks Before the 2008 AICPA National Conference on Current SEC
and PCAOB Developments” (Dec. 8, 2008), to identify the appropriate unit of accounting, determine the timing of the adjustment, estimate the fair value of the disposal group, and determine how to account for the difference between the carrying
value of the disposal group and its estimated fair value, less costs to sell.

 For a business or a group of assets that represents a business, paragraph
ASC 360-10-15-4b(1) defines the unit of accounting as the disposal group. A disposal group is the assets to be disposed of
together as a group in a single transaction and liabilities directly associated with those assets that will be transferred in the transaction. Through the application of this guidance, T-Mobile determined that
the Wireline business represented the appropriate unit of accounting for the Wireline transaction. Paragraph ASC 360-10-35-43
requires that a disposal group classified as held for sale be recorded at the lower of its cost basis or fair value, less costs to sell, initially and subsequently until no longer classified as held for sale (e.g., sold).

As such, in the third quarter of 2022 when T-Mobile classified the Wireline business as held for sale, T-Mobile recorded the Wireline business at the lower of its cost basis or fair value, less costs to sell in accordance with ASC 360-10-35-43.

 To determine the fair value of the disposal group (Wireline business) the Company
considered ASC 820. Paragraph ASC 820-10-20 defines “fair value” as the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. In applying this guidance, T-Mobile considered the terms of the MIPA, including the required closing conditions, to be an
objective, market participant based estimate of fair value, as the MIPA was the result of a negotiated transaction between unrelated parties. Accordingly, the Company concluded that the fair value of the Wireline business was negative
$641 million because the Company is obligated to make cash payments to the buyer of

CORRESP
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CORRESP

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Attn: Kathryn Jacobson and Robert Littlepage

 ____________________

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 Ms. Jacobson and Mr. Littlepage:

 On behalf of
our client, T-Mobile US, Inc. (the “Company”), this letter confirms my telephone conversation with Ms. Jacobson on July 10, 2023 regarding the Company’s request for an extension of
time to respond to the comment letter dated June 8, 2023 from the Staff of the Division of Corporation Finance.

 As discussed, the Company requires
additional time to prepare its response and currently expects to respond on or about July 14, 2023.

 Please contact me at (202) 637-1073 if you have any questions regarding this matter.

Sincerely,

/s/ Julia A Thompson

 Julia A Thompson

 of LATHAM & WATKINS
LLP

 July 10, 2023

 Page
 2

Cc:
 Peter Osvaldik, Executive Vice President & Chief Financial Officer

Mark Nelson, Executive Vice President & General Counsel

Broady Hodder, Corporate Secretary & Senior Vice President, Legal Affairs

CORRESP
1
filename1.htm

CORRESP

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com

FIRM / AFFILIATE OFFICES

Austin

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Los Angeles

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Securities and Exchange Commission

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100 F Street, N.E.

Washington, DC 20549

Attn: Kathryn Jacobson and Robert Littlepage

 ___________________

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 Ms. Jacobson and Mr. Littlepage:

 On behalf of
our client, T-Mobile US, Inc. (the “Company”), this letter confirms my telephone conversation with Ms. Jacobson on June 9, 2023 regarding the Company’s request for an extension of time
to respond to the comment letter dated June 8, 2023 from the Staff of the Division of Corporation Finance.

 As discussed, the Company requires
additional time to prepare its response and currently expects to respond on or about July 10, 2023.

 Please contact me at (202) 637-1073 if you have any questions regarding this matter.

 Sincerely,

 /s/ Julia A Thompson

 Julia A Thompson

of LATHAM & WATKINS LLP

 June 9, 2023

Page 2

Cc:
 Peter Osvaldik, Executive Vice President & Chief Financial Officer

Mark Nelson, Executive Vice President & General Counsel

Broady Hodder, Corporate Secretary & Senior Vice President, Legal Affairs

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

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

CORRESP
1
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CORRESP

 T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

 May 9,
2023

 Via EDGAR Transmission

 Office of Technology

 Division of Corporation Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Kathryn Jacobson and Robert Littlepage

Re:
 T-Mobile US, Inc.

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

Filed February 14, 2023

File No. 001-33409

Dear Ms. Jacobson and Mr. Littlepage:

This letter is in response to the letter dated April 11, 2023, from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “SEC”), relating to the above-referenced Form 10-K for the year ended December 31, 2022 filed with the SEC on February 14,
2023 (the “2022 Form 10-K”). The Staff’s comments are set forth below in bold, followed by the Company’s responses to the comments.

Please note that the “Company,” “we” or “T-Mobile” refers to T-Mobile US, Inc., together with its consolidated subsidiaries, and “Cogent” refers to Cogent Infrastructure, Inc., a wholly owned subsidiary of Cogent Communications Holdings, Inc.

All terms used but not defined herein have the meanings assigned to such terms in the 2022 Form 10-K.

 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.

Response:

 The Company
relabeled its non-GAAP financial measure “Free Cash Flow” to “Adjusted Free Cash Flow” beginning with the Company’s Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2023, filed with the SEC on April 27, 2023, and earnings release dated April 27, 2023.

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.

 Response:

The Company will include the payments required under the Cogent IP Transit Services Agreement in the contractual obligations table in our
annual report on Form 10-K for the year ending December 31, 2023.

 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:

Overview:

 Please see
below for responses to your questions regarding the IP Transit Services Agreement. The Company respectfully advises the Staff that it believes the disclosures presented in the Company’s 2022 Form 10-K
appropriately reflect the nature and economics of the IP Transit Services Agreement and the related cash flows discussed below.

 2

•

 why you entered into the IP transit services agreement when you do not intend to utilize IP transit
services;

 Response:

In connection with the merger between the Company and Sprint Corporation (“Sprint”) on April 1, 2020, the Company acquired
Sprint’s legacy CDMA and LTE wireless networks, which were supported by the legacy Sprint Wireline network that the Company also acquired through the same transaction. During the second quarter of 2022, we retired the legacy Sprint CDMA network
and began the orderly shut-down of the LTE network, which was completed during the third quarter of 2022.

 The Company began evaluating
potential transactions involving the Wireline business in 2021 after the Company determined that the Wireline assets, which used to support legacy Sprint CDMA and LTE networks, would no longer support the Company’s wireless network and the
associated customers after the network integration was completed and the legacy Sprint wireless networks were shut down. The Wireline business as a standalone business was not compatible with the Company’s focus of translating its 5G leadership
into overall network leadership in the wireless and broadband markets, and the Wireline business generated approximately $666 million and $866 million of operating losses in 2021 and 2022, respectively. Following such evaluation, in the
third quarter of 2022, the Company concluded that selling the Wireline business would be in the best interest of the Company, its stockholders and customers.

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 for the Wireline business. The IP Transit Services Agreement was required by Cogent as a closing condition for its purchase of the Wireline business (the “Wireline Transaction”). Although the Company had no identified
use for the IP transit services at the time of signing, the terms with Cogent were more attractive to T-Mobile in comparison with the proposals from other potential buyers.

The Wireline Transaction, including the IP Transit Services Agreement, is beneficial to the Company because, as a result of the Wireline
Transaction, the Company will avoid ongoing operating losses related to the Wireline business and avoid the cost of shutting down the Wireline business. The Company forecast that shutting down the Wireline business would take multiple years in order
to manage an orderly transition of Wireline customers to a new service provider, and therefore would require the Company to incur future operating losses and related costs significantly more than the $700 million the Company will pay under the
IP Transit Services Agreement. Additionally, pursuant to the IP Transit Services Agreement, Cogent commits to provide a certain amount of bandwidth to the Company upon demand and the Company is exploring whether it could generate additional business
opportunities in connection with such bandwidth.

 3

•

 if entering into an IP transit services agreement was a condition required by Cogent in the purchase of the
Wireline Business;

 Response:

Yes, entering into the IP Transit Services Agreement was a required closing condition for the Wireline Transaction.

•

 the business purpose of making the payments required in this agreement;

Response:

 The IP Transit
Services Agreement, and the payments thereunder, was a required closing condition for the Wireline Transaction, which is beneficial to the Company due to the avoidance of future operating losses related to the Wireline business and the prolonged
process of shutting down the Wireline business, which the Company believes would take multiple years and require the incurrence of future operating losses and related costs significantly more than the $700 million the Company will pay under the
IP Transit Services Agreement. Additionally, pursuant to the IP Transit Services Agreement, Cogent commits to provide the Company with additional bandwidth upon demand and the Company is exploring whether it could generate additional business
opportunities in connection with such bandwidth.

•

 how the amounts to be paid under the agreement were determined;

Response:

 The total
payment amount was determined through an initial competitive bidding process followed by negotiations between the Company and Cogent.

•

 if, in substance, the payments are for something other than services you will never receive;

 Response:

Other than the fact that the payments were a negotiated required closing condition to the completion of the Wireline Transaction with Cogent,
the payments are not, in substance, for something other than for services we don’t expect to receive. Although the Company has not currently identified a way to utilize these IP transit services in its continuing operations in a meaningful way,
the Company will continue to assess ways to use these IP transit services over the term of the IP Transit Services Agreement.

•

 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

 4

 Response:

The components of assets and liabilities of the Wireline business presented within Other current assets and Other current liabilities,
respectively, on the Company’s Consolidated Balance Sheet as of December 31, 2022, were disclosed in the Company’s 2022 Form 10-K. As of December 31, 2022, the Wireline business had
$252 million in financial commitments, $12 million of recognized contingent liabilities and no material unrecorded obligations that will be assumed by Cogent as part of their purchase of the Wireline business.

•

 the extent your continuing operations have utilized IP transit services similar to those covered under the
IP transit services agreement during 2022 and 2021.

 Response:

The Company procured an insignificant amount of IP transit services similar to those covered under the IP Transit Services Agreement during
2022 and 2021 from third-party vendors unrelated to the Wireline Transaction. We currently do not believe the services covered under the IP Transit Services Agreement are compatible with our current network strategy and infrastructure.

*        *        *        *

Please direct questions regarding this response to me at
202-975-6454. For any future written correspondence sent by email, please use the following addresses:
Peter.Osvaldik@T-Mobile.com, Mark.Nelson@T-Mobile.com and Broady.Hodder@T-Mobile.com.

Sincerely,

By:

 /s/ Mark Nelson

Name:

Mark Nelson

Title:

Executive Vice President & General Counsel

Cc:
 Peter Osvaldik, Executive Vice President & Chief Financial Officer

Broady Hodder, Corporate Secretary & Senior Vice President, Legal Affairs

Julia Thompson, Latham & Watkins LLP

 5

CORRESP
1
filename1.htm

CORRESP

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

FIRM / AFFILIATE OFFICES

Austin

Milan

Beijing

Munich

Boston

New York

Brussels

Orange County

April 12, 2023

Century City

Paris

Chicago

Riyadh

Dubai

San Diego

Düsseldorf

San Francisco

Frankfurt

Seoul

Hamburg

Shanghai

VIA EDGAR

Hong Kong

Silicon Valley

Houston

Singapore

Office of Technology

London

Tel Aviv

Division of Corporation Finance

Los Angeles

Tokyo

Securities and Exchange Commission

Madrid

Washington, D.C.

 100 F Street, N.E.

 Washington,
DC 20549

 Attn: Kathryn Jacobson and Robert Littlepage

____________________

Re:
 T-Mobile US, Inc.

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

Filed February 14, 2023

File No. 001-33409

Dear Ms. Jacobson and Mr. Littlepage:

 On behalf of
our client, T-Mobile US, Inc. (the “Company”), this letter confirms my telephone conversation with you on April 12, 2023 regarding the Company’s request for an extension of time to respond
to the comment letter dated April 11, 2023 from the Staff of the Division of Corporation Finance.

 As discussed, the Company requires additional time
to prepare its response and currently expects to respond on or about May 9, 2023.

 Please contact me at (202)
637-1073 if you have any questions regarding this matter.

 Sincerely,

 /s/ Julia A Thompson

 Julia A Thompson

of LATHAM & WATKINS LLP

Cc:
 Peter Osvaldik, Executive Vice President & Chief Financial Officer

Mark Nelson, Executive Vice President & General Counsel

Broady Hodder, Corporate Secretary & Senior Vice President, Legal Affairs

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

United States securities and exchange commission logo
October 11, 2022
Mike Sievert
President and Chief Executive Officer
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Re:T-Mobile US, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 27, 2022
File No. 001-33409
Dear Mike Sievert:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

CORRESP
1
filename1.htm

CORRESP

 T-Mobile US, Inc.

12920 SE 38th Street

Bellevue, Washington 98006

 October 5th, 2022

 Via EDGAR Transmission

Division of Corporation Finance

 Disclosure Review Program

U.S. Securities and Exchange Commission

 100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Jennifer Gowetski and Amanda
Ravitz

Re:
 T-Mobile US, Inc.

Definitive Proxy Statement on Schedule 14A

Filed on April 27, 2022

File No. 001-33409

Dear Ms. Gowetski and Ms. Ravitz:

This letter is in response to the letter dated September 2, 2022, from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “SEC”), relating to the above-referenced Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2022 (the “2022 Proxy Statement”). The
Staff’s comments are set forth below in bold, followed by the Company’s response to the comments.

 Please note that the
“Company” or “our” refers to T-Mobile US, Inc. As previously discussed orally with the Staff, the Company intends to address the Staff’s comments in its future proxy statements on
Schedule 14A (“Future Proxy Statements”) that will be filed with the SEC, including the proxy statement on Schedule 14A relating to its 2023 annual meeting of stockholders.

Definitive Proxy Statement on Schedule 14A, filed April 27, 2022

General

1.
 Please expand your discussion to address the circumstances under which you would consider having
the Chair and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether you will seek prior input from shareholders.

The Company confirms that the Company in Future Proxy Statements will expand the discussion of the circumstances under which the Company would
consider combining the roles of Chair of the Board of Directors (the “Board”) and Chief Executive Officer, when shareholders would be notified about such a change and whether the Company will seek

 Securities and Exchange Commission

October 5th, 2022

 Page
 2

stockholder input prior to such a change. The Company’s largest stockholder, Deutsche Telekom AG (“Deutsche Telekom”)’s Chief Executive Officer currently serves as the Chair
of the Board, pursuant to that certain Second Amended and Restated Stockholders’ Agreement, dated June 22, 2020, by and among T-Mobile, Deutsche Telekom and SoftBank Group Corp. (the
“Stockholders’ Agreement”). Absent any changes to the Stockholders’ Agreement, which will require Deutsche Telekom’s approval, the Company does not foresee a possibility that the Chair of the Board and CEO roles will be
filled by a single individual.

 Please expand upon the role that your Lead Independent Director plays in the leadership of the board.
For example, please enhance your disclosure to address whether or not your Lead Independent Director may:

•

 represent the board in communications with shareholders and other stakeholders;

•

 require board consideration of, and/or override your CEO on, any risk matters; or

•

 provide input on design of the board itself.

The Company confirms that the Company in Future Proxy Statements will expand discussion of the role the Lead Independent Director plays in the
leadership of the Board, including the Lead Independent Director’s role in the Board’s communication with stockholders and other stakeholders and in the Board’s consideration of risk matters and in the design of the Board itself.

2.
 Please expand upon how your board administers its risk oversight function. For example, please
disclose:

•

 the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you
apply different oversight standards based upon the immediacy of the risk assessed;

•

 whether you consult with outside advisors and experts to anticipate future threats and trends, and how
often you re-assess your risk environment;

•

 how the board interacts with management to identify significant emerging risks; and

•

 how your risk oversight process aligns with your disclosure controls and procedures.

 The Company confirms that the Company in Future Proxy Statements will expand on the timeframe for risk evaluation and
application of different oversight standards, the role of outside advisors and experts and management in identifying threats, trends and risks, how often the Company reassesses the Company’s risk environment, and the connection between the
Company’s risk oversight process and disclosure controls and procedures.

 Securities and Exchange Commission

October 5th, 2022

 Page
 3

 *    *    *    *

Please direct questions regarding this response to me at 202-975-6454. For any
future written correspondence sent by email, please use the following addresses: Peter.Osvaldik@T-Mobile.com, Mark.Nelson@T-Mobile.com and Broady.Hodder@T-Mobile.com.

Sincerely,

By:

 /s/ Mark Nelson

Name:

Mark Nelson

Title:

Executive Vice President & General Counsel

Cc:
 Peter Osvaldik, Executive Vice President & Chief Financial Officer

Broady Hodder, Corporate Secretary & Senior Vice President, Legal Affairs

Julia Thompson, Latham & Watkins LLP

United States securities and exchange commission logo
September 2, 2022
Mike Sievert
President and Chief Executive Officer
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Re:T-Mobile US, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 27, 2022
File No. 001-33409
Dear Mr. Sievert:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 27, 2022
General
1.Please expand your discussion to address the circumstances under which you would
consider having the Chair and CEO roles filled by a single individual, when shareholders
would be notified of any such change, and whether you will seek prior input from
shareholders.
2.Please expand upon the role that your Lead Independent Director plays in the leadership
of the board. For example, please enhance your disclosure to address whether or not your
Lead Independent Director may:

•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:

 FirstName LastNameMike Sievert
 Comapany NameT-Mobile US, Inc.
 September 2, 2022 Page 2
 FirstName LastName
Mike Sievert
T-Mobile US, Inc.
September 2, 2022
Page 2
•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to identify significant emerging risks; and
•how your risk oversight process aligns with your disclosure controls and procedures.
            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.
            Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

CORRESP
1
filename1.htm

  [Letterhead of T-Mobile USA, Inc.]

  May 19, 2022

  Via EDGAR and Email

  Division of Corporation Finance

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

          Attention:

          Jan Woo, Esq.

          Mitchell Austin, Esq.

          Re:

          T-Mobile US, Inc. and T-Mobile USA, Inc.

          Registration Statement on Form S-4

          Filed April 22, 2022

          File No. 333-264451

  Dear Ms. Woo and Mr. Austin:

  Reference is made to the Registration Statement on Form S-4 (File No. 333-264451) (the “Registration Statement”) filed by T-Mobile US, Inc. (the “Parent”), T-Mobile USA, Inc. (the “Company”) and the
    other co-registrants named therein (together with the Parent and the Company, the “Registrants”) with the U.S. Securities and Exchange Commission (the “Commission”) on April 22, 2022, as amended on May 19, 2022.

  The Registrants hereby request that the Registration Statement be made effective at 4:00 p.m. Eastern Time on May 23, 2022, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and
    Regulations promulgated under the U.S. Securities Exchange Act of 1933, as amended.

  If you have any questions concerning this letter, or if you require any additional information, please contact Daniel J. Bursky of Fried, Frank, Harris, Shriver & Jacobson LLP, our legal counsel, at (212) 859-8428,
    Mark Hayek of Fried, Frank, Harris, Shriver & Jacobson LLP at (212) 859-8890 or John Lawrence of Fried, Frank, Harris, Shriver & Jacobson LLP at (212) 859-8215.

          Very truly yours,

          /s/ Broady Hodder

          Broady Hodder

          Senior Vice President, Legal Affairs, Corporate Governance and Strategic Transactions & Secretary

          Cc:

          Daniel J. Bursky, Esq.

          Mark Hayek, Esq.

          John Lawrence, Esq.

          Fried, Frank, Harris, Shriver & Jacobson LLP

CORRESP
1
filename1.htm

    [Letterhead of T-Mobile USA, Inc.]

    May 19, 2022

    Via EDGAR and Email

    Division of Corporation Finance

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Jan Woo, Esq.

            Mitchell Austin, Esq.

            Re:

            T-Mobile US, Inc. and T-Mobile USA, Inc.

            Registration Statement on Form S-4

            Filed April 22, 2022

            File No. 333-264457

    Dear Ms. Woo and Mr. Austin:

    Reference is made to the Registration Statement on Form S-4 (File No. 333-264457) (the “Registration Statement”) filed by T-Mobile US, Inc. (the “Parent”),
      T-Mobile USA, Inc. (the “Company”) and the other co-registrants named therein (together with the Parent and the Company, the “Registrants”) with the U.S. Securities and Exchange Commission (the “Commission”) on April 22, 2022, as
      amended on May 19, 2022.

    The Registrants hereby request that the Registration Statement be made effective at 4:00 p.m. Eastern Time on May 23, 2022, or as soon as possible thereafter, in accordance
      with Rule 461 of the General Rules and Regulations promulgated under the U.S. Securities Exchange Act of 1933, as amended.

    If you have any questions concerning this letter, or if you require any additional information, please contact Daniel J. Bursky of Fried, Frank, Harris, Shriver &
      Jacobson LLP, our legal counsel, at (212) 859-8428, Mark Hayek of Fried, Frank, Harris, Shriver & Jacobson LLP at (212) 859-8890 or John Lawrence of Fried, Frank, Harris, Shriver & Jacobson LLP at (212) 859-8215.

            Very truly yours,

            /s/ Broady Hodder

            Broady Hodder

            Senior Vice President, Legal Affairs, Corporate Governance and Strategic Transactions & Secretary

            Cc:

            Daniel J. Bursky, Esq.

            Mark Hayek, Esq.

            John Lawrence, Esq.

            Fried, Frank, Harris, Shriver & Jacobson LLP

United States securities and exchange commission logo
May 3, 2022
G. Michael Sievert
Chief Executive Officer
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, Washington 98006
Re:T-Mobile US, Inc.
Registration Statement on Form S-4
Filed April 22, 2022
File No. 333-264451
Dear Mr. Sievert:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       John Lawrence

CORRESP
1
filename1.htm

    [Letterhead of T-Mobile USA, Inc.]

    April 21, 2021

    Via EDGAR and Email

    Division of Corporation Finance

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Larry Spirgel, Esq.

            Jeff Kauten, Esq.

            Office of Telecommunications

            Re:

            T-Mobile US, Inc. and T-Mobile USA, Inc.

            Registration Statement on Form S-4

            Filed March 30, 2021

            File No. 333-254882

    Dear Messrs. Spirgel and Kauten:

    Reference is made to the Registration Statement on Form S-4 (File No. 333-254882) (the “Registration Statement”) filed by T-Mobile US, Inc. (the “Parent”), (the “Company”) and the other co-registrants named therein (together with the Parent and the Company, the “Registrants”)
      with the U.S. Securities and Exchange Commission (the “Commission”) on March 30, 2021, as amended on April 21, 2021.

    The Registrants hereby request that the Registration Statement be made effective at 4:00 p.m. Eastern Time on April 23, 2021, or as soon as
      possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the U.S. Securities Exchange Act of 1933, as amended.

    If you have any questions concerning this letter, or if you require any additional information, please contact Daniel J. Bursky of Fried,
      Frank, Harris, Shriver & Jacobson LLP, our legal counsel, at (212) 859-8428 or Mark Hayek of Fried, Frank, Harris, Shriver & Jacobson LLP at (212) 859-8890.

            Very truly yours,

            /s/ David Conroy

            David Conroy

            Senior Director, Legal Affairs and Assistant Secretary, T-Mobile USA, Inc.

            Cc:

            Daniel J. Bursky, Esq.

            Mark Hayek, Esq.

            Fried, Frank, Harris, Shriver & Jacobson LLP

United States securities and exchange commission logo
April 2, 2021
G. Michael Sievert
Chief Executive Officer
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, WA 98006
Re:T-Mobile US, Inc.
Registration Statement on Form S-4
Filed March 30, 2021
File No. 333-254882
Dear Mr. Sievert:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 460 regarding requests for acceleration.  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.
            Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Larry
Spirgel, Office Chief, at (202) 551-3815, with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mark Hayek, Esq.

CORRESP
1
filename1.htm

Company Acceleration Request

 [Letterhead of T-Mobile US, Inc.]

October 29, 2018

 Via EDGAR and Email

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Attention:
 Larry Spirgel, Esq.

 Joshua Shainess, Esq.

 Office of Telecommunications

Re:
 T-Mobile US, Inc.

 Registration Statement on Form S-4

 Filed July 30, 2018

 File No. 333-226435

Dear Messrs. Spirgel and Shainess:

 Reference
is made to the Registration Statement on Form S-4 (File No. 333-226435) (the “Registration Statement”) filed by T-Mobile US, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”) on July 30, 2018, as amended on October 1, 2018 and October 19,
2018.

 The Company hereby requests that the Registration Statement be made effective at 4:00 p.m. Eastern Time on October 29, 2018,
or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the U.S. Securities Exchange Act of 1933, as amended.

If you have any questions concerning this letter, or if you require any additional information, please contact the undersigned at (425) 383-8319, or David K. Lam at (212) 403-1394, Adam O. Emmerich at (212) 403-1234 or Mark A. Stagliano at (212) 403-1060.

Very truly yours,

/s/ Broady Hodder

Broady Hodder

 Vice President and Assistant Secretary,

 T-Mobile US, Inc.

Cc:
 J. Braxton Carter, T-Mobile US, Inc.

 David A. Miller, T-Mobile US, Inc.

 Stefan K. Schnopp, Sprint Corporation

 Brandon C. Parris, Morrison & Foerster LLP

 Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz

 David K. Lam, Wachtell, Lipton, Rosen & Katz

 Mark A. Stagliano, Wachtell, Lipton, Rosen & Katz

CORRESP
1
filename1.htm

Acceleration request

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

October 26, 2018

 Via EDGAR and Email

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Attention:
 Larry Spirgel, Esq.

 Joshua Shainess, Esq.

 Office of Telecommunications

Re:
 T-Mobile US, Inc.

 Registration Statement on Form S-4

 Filed July 30, 2018

 File No. 333-226435

Dear Messrs. Spirgel and Shainess:

 Reference
is made to the Registration Statement on Form S-4 (File No. 333-226435) (the “Registration Statement”) filed by T-Mobile US, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”) on July 30, 2018, as amended on October 1, 2018 and October 19,
2018.

 The Company hereby requests that the Registration Statement be made effective at 4:00 p.m. Eastern Time on October 29, 2018,
or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the U.S. Securities Exchange Act of 1933, as amended.

If you have any questions concerning this letter, or if you require any additional information, please contact the undersigned at
(212) 403-1394, or my colleagues, Adam O. Emmerich at (212) 403-1234 or Mark A. Stagliano at (212) 403-1060.

Very truly yours,

/s/ David K. Lam

David K. Lam

Cc:
 J. Braxton Carter, T-Mobile US, Inc.

 David A. Miller, T-Mobile US, Inc.

 Stefan K. Schnopp, Sprint Corporation

 Brandon C. Parris, Morrison & Foerster LLP

 Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz

 Mark A. Stagliano, Wachtell, Lipton, Rosen & Katz

CORRESP
1
filename1.htm

Response Letter

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

October 19, 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.

Amendment No. 1 to

Registration Statement on Form S-4

Filed October 1, 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 October 10, 2018 regarding Amendment No. 1 to the Company’s registration statement on Form S-4 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission on October 1, 2018. In connection with this letter, the Company is today filing Amendment No. 2 to
the Registration Statement (“Amendment No. 2”) by EDGAR. We are separately furnishing to the Staff courtesy copies of Amendment No. 2 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. 2.

 Questions and Answers, page 5

1.
 We note your response to prior comment 2. Please consider including a new Q&A that explains why
shareholders’ consents of both companies are being solicited when approval by both companies is assured due to Deutsche Telekom and Softbank’s intentions to approve the merger.

Response: In response to the Staff’s comment, the disclosure on page 11 of Amendment No. 2 has been revised.

 U.S. Securities and Exchange Commission

October 19, 2018

  Page
 2

 Risk Factors

Failure to complete the merger could negatively impact T-Mobile and Sprint and their respective businesses…,
page 45

2.
 In your response to prior comment 1, you state that on a standalone basis for each company,
“Sprint’s relative 5G strength will be significant capacity where it offers 5G service, but its geographic coverage will be more limited, while T-Mobile’s relative strength will be very broad
geographic coverage, but it will have more limited capacity.” Please include this disclosure in your filing in order to clarify both companies’ ability to compete effectively with Verizon and AT&T in providing 5G service absent the
merger.

 Response: In response to the Staff’s comment, the disclosure on page 46 of Amendment No. 2
has been revised.

 The Merger Transactions, page 65

3.
 We note your response to prior comment 9. Expand your disclosure to explain in Plain English the “valid
non-tax business and commercial reasons” for utilizing the HoldCo mergers as part of the overall merger.

Response: In response to the Staff’s comment, the disclosure on page 66 of Amendment No. 2 has been revised.

Unaudited Pro Forma Condensed Combined Financial Information

Note 5. Notes to Unaudited Pro Forma Condensed Combined Balance Sheet, page 253

4.
 We note your response to prior comment 19 and the revisions to your disclosure for adjustment 5(f). Since
other market participants likely have different cell site locations, projects or other property and equipment than you, it seems that your fair value approach may incorporate entity specific assumptions. Notwithstanding your specific plans for these
assets, please tell us how your fair value estimates reflect the highest and best use by market participants as described in ASC
805-20-30-6.

Response: In response to the Staff’s comment, the Company respectfully submits that its fair value estimates consider a market
participant’s ability to generate economic benefits by using the assets, or groups of assets, in their highest and best use. The Company’s preliminary determination is that the highest and best use of Sprint’s network assets is in
combination with other assets as a group. However, because certain network assets are expected to be substituted or decommissioned in a transaction with market participants, these assets would only be used for a limited transition period and are
unlikely to be sold on their own due to limited marketability at the end of that period, thereby reducing the fair value of these assets. This assessment is consistent with the implementation guidance in ASC 820-10-55-26 through 29.

 U.S. Securities and Exchange Commission

October 19, 2018

  Page
 3

 The Company’s market participant assumption includes large domestic wireless carriers
such as AT&T, Verizon, and T-Mobile that have a national network and generally serve the same population as Sprint. These carriers would be expected to maximize the value of Sprint’s portfolio of
assets (particularly as it relates to spectrum and PP&E) as they would develop an effective post-combination operational and integration strategy. Each individual market participant would have a range of considerations in its integration
strategy based on its wireless communication network footprint. The fair value estimates, in general, reflect the highest and best use of Sprint’s network assets by market participants based on the assumption that the optimal network
configuration would minimize redundant cell site locations and integrate the appropriate wireless technologies that are most capable of supporting present customers and would grow the business of the combined company. The fair value estimates assume
that a market participant would behave in this manner to produce an investment return it would require.

 Given the limited information
available at this stage, T-Mobile estimated the fair value of Sprint’s network infrastructure and equipment by benchmarking the results of prior transactions in the communications industry to provide
indications of what the resulting fair value would be. This benchmarking analysis considered a range of assumptions, such as the rationalization of certain cell site properties and integration of wireless technologies. Fair value to original cost
and net book value metrics were derived from this benchmarking study which formed the basis for the fair value estimates.

 The Company
expects to further revise the fair value estimates as it obtains additional information regarding the location and composition of Sprint’s assets.

Note 6. Notes to Unaudited Pro Forma Condensed Combined Statements of Operations, page 258

5.
 Please revise your discussion of adjustment 6(c)(ii) to clarify, as you describe in your response to prior
comment 22, why you are reducing compensation expense for the post-combination portion of Sprint’s equity awards assumed by T-Mobile.

Response: In response to the Staff’s comment, the disclosure on page 259 of Amendment No. 2 has been revised.

Material U.S. Federal Income Tax Consequences of the Merger, page 290

6.
 We note that the receipt of a tax opinion that the merger will qualify as a “reorganization”
within the meaning of Section 368(a) of the Tax Code is predicated on the HoldCo mergers being consummated. Confirm that an opinion of tax counsel will be filed as an exhibit to the Form S-4 (which can
assume that the HoldCo mergers are consummated), and clarify what the expected tax consequences to shareholders will be if the merger is consummated without the HoldCo mergers having occurred.

Response: In response to the Staff’s comment, we respectfully confirm that an opinion of tax counsel is being filed as an exhibit
to the Form S-4, and the disclosure on pages 292 and 293 of Amendment No. 2 has been revised.

 U.S. Securities and Exchange Commission

October 19, 2018

  Page
 4

*        *        *
 *        *        *

 If you have any questions
concerning the Registration Statement or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (212) 403-1394 or my colleagues, Adam O. Emmerich
at (212) 403-1234 or Mark A. Stagliano at (212) 403-1060.

Sincerely yours,

/s/ David K. Lam

David K. Lam

cc:
 David A. Miller, T-Mobile US, Inc.

Jorge E. Gracia, Sprint Corporation

Brandon C. Parris, Morrison & Foerster LLP

Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz

Mark A. Stagliano, Wachtell, Lipton, Rosen & Katz

October 10, 2018
John J. Legere
Chief Executive Officer and Director
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, WA 98006
Re:T-Mobile US, Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed October 1, 2018
File No. 333-226435
Dear Mr. Legere:
            We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 24, 2018 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers, page 5
1.We note your response to prior comment 2.  Please consider including a new Q&A that
explains why shareholders' consents of both companies are being solicited when approval
by both companies is assured due to Deutsche Telekom and Softbank's intentions to
approve the merger.

 FirstName LastNameJohn J. Legere
 Comapany NameT-Mobile US, Inc.
 October 10, 2018 Page 2
 FirstName LastNameJohn J. Legere
T-Mobile US, Inc.
October 10, 2018
Page 2
Risk Factors
Failure to complete the merger could negatively impact T-Mobile and Sprint and their respective
businesses..., page 45
2.In your response to prior comment 1, you state that on a standalone basis for each
company, "Sprint’s relative 5G strength will be significant capacity where it offers 5G
service, but its geographic coverage will be more limited, while T-Mobile’s relative
strength will be very broad geographic coverage, but it will have more limited capacity."
Please include this disclosure in your filing in order to clarify both companies' ability to
compete effectively with Verizon and AT&T in providing 5G service absent the merger.
The Merger Transactions, page 65
3.We note your response to prior comment 9.  Expand your disclosure to explain in Plain
English the "valid non-tax business and commercial reasons" for utilizing the HoldCo
mergers as part of the overall merger.
Unaudited Pro Forma Condensed Combined Financial Information
Note 5. Notes to Unaudited Pro Forma Condensed Combined Balance Sheet, page 253
4.We note your response to prior comment 19 and the revisions to your disclosure for
adjustment 5(f).  Since other market participants likely have different cell site locations,
projects or other property and equipment than you, it seems that your fair value approach
may incorporate entity specific assumptions.  Notwithstanding your specific plans for
these assets, please tell us how your fair value estimates reflect the highest and best use by
market participants as described in ASC 805-20-30-6.
Note 6. Notes to Unaudited Pro Forma Condensed Combined Statements of Operations, page
258
5.Please revise your discussion of adjustment 6(c)(ii) to clarify, as you describe in your
response to prior comment 22, why you are reducing compensation expense for the post-
combination portion of Sprint's equity awards assumed by T-Mobile.
Material U.S. Federal Income Tax Consequences of the Merger, page 290
6.We note that the receipt of a tax opinion that the merger will qualify as a "reorganization"
within the meaning of Section 368(a) of the Tax Code is predicated on the HoldCo
mergers being consummated.  Confirm that an opinion of tax counsel will be filed as an
exhibit to the Form S-4 (which can assume that the HoldCo mergers are consummated),
and clarify what the expected tax consequences to shareholders will be if the merger is
consummated without the HoldCo mergers having occurred.

 FirstName LastNameJohn J. Legere
 Comapany NameT-Mobile US, Inc.
 October 10, 2018 Page 3
 FirstName LastName
John J. Legere
T-Mobile US, Inc.
October 10, 2018
Page 3
            You may contact Lisa Etheredge, Staff Accountant, at (202) 551-3424 or Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Joshua Shainess,
Attorney-Adviser, at (202) 551-7951 or Larry Spirgel, Assistant Director, at (202) 551-3810 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
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filename1.htm

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

August 24, 2018
John J. Legere
Chief Executive Officer and Director
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, WA 98006
Re:T-Mobile US, Inc.
Registration Statement on Form S-4
Filed July 30, 2018
File No. 333-226435
Dear Mr. Legere:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
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.

 FirstName LastNameJohn J. Legere
 Comapany NameT-Mobile US, Inc.
 August 24, 2018 Page 2
 FirstName LastNameJohn J. Legere
T-Mobile US, Inc.
August 24, 2018
Page 2
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."

Please reconcile these conflicting statements to clarify each company's individual
prospects for rolling out 5G networks if the merger is not consummated.
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.
Summary, page 15
3.Please include a chart showing the proposed ownership structure of the combined
company following consummation of the business combination.
Opinions of T-Mobile’s Financial Advisors, page 17
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.
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.
Regulatory Approvals Required for the Merger Transaction, page 25
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.
Conditions to the Completion of the Merger Transactions, page 27
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.

 FirstName LastNameJohn J. Legere
 Comapany NameT-Mobile US, Inc.
 August 24, 2018 Page 3
 FirstName LastNameJohn J. Legere
T-Mobile US, Inc.
August 24, 2018
Page 3
Certain U.S. Federal Income Tax Consequences of the Merger, page 30
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.
The Merger Transactions, page 60
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.
Background of the Merger Transactions, page 62
10.Discuss why Sprint was amenable to discussing a potential merger at the February 23,
2018 meeting with T-Mobile based upon a lower exchange ratio than what was originally
discussed in 2017.
11.Expand your discussion of the parties’ negotiation of the material aspects of the proposed
transaction to detail how the parties came to an agreement on the amount of  the
termination fee.
12.We note that parties have held discussions regarding a possible business combination
"from time to time," and that the genesis of those talks dates back to April 2017.
However, there have been reports that both companies held serious merger discussion in
2014.  If true, please revise to highlight these discussions, and indicate the reasons
negotiations did not proceed.
T-Mobile’s Reasons for the Merger and Recommendation of the T-Mobile Board of Directors,
page 77
13.We note recent public statements made by Mr. Legere that one of the "compelling
benefits" of the merger will be job growth in the U.S.  Indicate whether job growth was a
consideration of the T-Mobile board in recommending the merger.
14.We note your disclosure on page 79 that one of the factors the T-Mobile independent
committee considered when making its recommendation concerned the procedural
safeguards and process implemented to enable the committee to determine the fairness for
all of T-Mobile’s stockholders.  Describe how the committee considered the voting
rights ceded to Deutsche Telekom by Softbank with respect to the shares received in the
merger when evaluating the fairness of the merger to the T-Mobile minority stockholders.

 FirstName LastNameJohn J. Legere
 Comapany NameT-Mobile US, Inc.
 August 24, 2018 Page 4
 FirstName LastNameJohn J. Legere
T-Mobile US, Inc.
August 24, 2018
Page 4
Unaudited Pro Forma Condensed Combined Financial Information, page 236
15.Please update to provide a pro forma balance sheet and income statement as of the most
recent interim period.  Please refer to Rule 11-02(c) of Regulation S-X.
Note 3. Calculation of Estimated Merger Consideration and Preliminary Purchase Price
Allocation of the Transactions, page 242
16.Explain to us why you are including the repayment of Sprint's debt in your estimate of
the merger consideration.
Note 5. Notes to Unaudited Pro Forma Condensed Combined Balance Sheet, page 245
17.Please revise to more clearly demonstrate how the cash outflows presented in the table of
footnote 5(a) for the repayment of T-Mobile and Sprint debt ($8.5 billion and $10.4
billion, respectively) correspond to the adjustments to short-term and long-term debt
presented in the table of footnote 5(c).
18.The third paragraph of footnote 5(c) makes reference to anticipated new debt of $38
billion while the pro forma balance sheet adjustments reflect $26 billion of new debt.
Please revise your discussion in footnote 5(c) to more clearly differentiate between pro
forma adjustments made to reflect financing needed to complete the acquisition and
additional financing that the Company may obtain but is not needed to complete the
acquisition (and thus is excluded from the pro forma adjustments).
19.Reference is made to adjustment 5(e) to property and equipment.  Please disclose why the
historic net carrying value of property and equipment exceeds your estimate of fair value
and advise us.  Also, explain to us why it is not necessary for Sprint to record an asset
impairment charge in its results of operations.  In this regard, tell us when Sprint last
assessed the fair value of these assets, the results of this assessment, and the methodology
used.  In light of the apparent conclusion of Sprint management that the fair value of these
assets exceeds the carrying value, tell us why you believe your fair value conclusions are
reasonable.
20.Please provide in Note 5(e) a quantified breakdown of Sprint's property and equipment by
asset class, indicating the historic carrying value, fair value, and adjustment amount.
21.It appears that the table at the top of page 247 includes an inadvertent subtotal line
between the adjustments to long-term debt for the elimination of Sprint debt issuance
costs and the unamortized premium.  Please revise as appropriate.

 FirstName LastNameJohn J. Legere
 Comapany NameT-Mobile US, Inc.
 August 24, 2018 Page 5
 FirstName LastName
John J. Legere
T-Mobile US, Inc.
August 24, 2018
Page 5
Note 6. Notes to Unaudited Pro Forma Condensed Combined Statements of Operations, page
250
22.Regarding adjustment 6(b)(ii), please clarify why you are reducing compensation expense
for the post-combination portion of Sprint's equity awards assumed by T-Mobile and
advise us.
23.Please expand the tables in Note 6(c) to separately disclose the adjustments to the Sprint
income statement line-items "depreciation - network and other" and "depreciation -
equipment rentals."
Material U.S. Federal Income Tax Consequences of the Merger, page 281
24.You disclose that only in the event the HoldCo mergers are consummated is the closing of
the merger conditioned upon receipt of an opinion of counsel to the effect that the merger
will qualify as a Section 368(a) reorganization.  You also disclose that it is intended that
the merger will qualify as a reorganization.  In light of the materiality of the stock for
stock exchange in the merger not being taxable to Sprint shareholders, a tax opinion
supporting the intended tax treatment appears to be required by Item 601(b)(8) of
Regulation S-K.  For guidance, please refer to Staff Legal Bulletin 19 (October 12, 2011).
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Lisa Etheredge, Staff Accountant, at (202) 551-3424 or Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Joshua Shainess,
Attorney-Adviser, at (202) 551-7951 or Larry Spirgel, Assistant Director, at (202) 551-3810 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

Mail Stop 4628

July 6, 2016
Via E-Mail
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 the Fiscal Year Ended December 31, 2015
  Filed February 17 , 2016
  File No. 1 -33409

Dear Mr. Carter:

We refer you to our comment letter dated June 16 , 201 6 regarding business contacts with
Syria and Sudan.  We have completed our review of this subject matter.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respe ct to the company or 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.  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 Securities Exchange Act of 1934 and all applicable rules
require .

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Larry Spirgel
  Assistant Director

CORRESP
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		Document

June 30, 2016

Via EDGAR

Ms. Cecilia Blye, Chief

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Global Security Risk

100 F Street, N.E.

Washington, DC 20549-3628

Re:

 T-Mobile US, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 17, 2016

File No. 1-33409

Dear Ms. Blye:

T-Mobile US, Inc. (collectively with its subsidiaries, “we,” “our,” “T-Mobile” or the “Company”) submits this letter in response to comments from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated June 16, 2016. For your convenience, we have repeated each of the comments in your letter and followed each comment with the Company’s response.

General

1. We note that T-Mobile’s website provides country codes and rates for calls to Syria and Sudan. We note also that another website indicates that certain T-Mobile telephones are compatible with networks available in Syria and Sudan. Finally, we note that your majority shareholder, Deutsche Telekom, has reported contacts with Syria and Sudan. Syria and Sudan are designated by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, whether through subsidiaries, affiliates, distributors, resellers, or other direct or indirect arrangements. You should describe any products, components, technology or services you have provided to Syria and Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

Response:

T-Mobile is a leading provider of mobile communications services, including voice, messaging and data in the United States (“U.S.”), Puerto Rico and the U.S. Virgin Islands.  T-Mobile’s business outside the U.S., Puerto Rico and the U.S. Virgin Islands is limited to (i) providing roaming services for its customers travelling outside these jurisdictions through agreements with a variety of independent third-party service operators and (ii) providing international long distance telecommunications services to its customers, generally through third-party providers.

T-Mobile is aware that Syria and Sudan1 are designated by the U.S. State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls (the “Sanctions Laws”).  T-Mobile confirms that, to the best of its knowledge after making appropriate internal inquiries, T-Mobile does not have any past, current or anticipated contacts with the governments of Syria or Sudan or entities they control through any direct or indirect

1    The Republic of South Sudan became an independent state on July 9, 2011 and since that date has not been subject to the Sanctions Laws applicable to Sudan.  Accordingly our response does not include South Sudan.  T-Mobile does have an agreement with respect to roaming services in South Sudan in accordance with applicable law.

arrangements.  T-Mobile does not directly or to its knowledge, indirectly, provide any products, components, technology or services to Syria or Sudan, with the limited exception of lawful provision of international long distance telecommunications services as described below, and it does not have any agreements, commercial arrangements or other contracts with the government of Syria or Sudan or entities they control.  In particular, T-Mobile does not have any agreements with any person to provide roaming services in Syria or Sudan.  Therefore, a telephone equipped with a T-Mobile subscriber identity module (“SIM”) card will not operate on the networks operated by entities or persons in Syria or Sudan.  We note that many mobile phones available in the market (including phones we sell) permit individual users to change the SIM card in the phone to a SIM card of another wireless service provider enabling direct access to the other wireless network, in which case T-Mobile would not have any involvement with such wireless service availability while a non-T-Mobile SIM card is in use.

Receipt and transmission of international telecommunications are specifically authorized under general licenses contained in the Sanctions Laws (31 C.F.R.  §542.519; 31 C.F.R.  §538.512).  In compliance with these general licenses, through arrangements with non-U.S. entities, T-Mobile offers international long distance telecommunications services which enable T-Mobile customers to communicate with phone numbers in many countries around the world, including those with a Syria or Sudan country code.  In accordance with the regulations, in neither case does the provision of such services involve the sale or lease of telecommunications equipment or technology, or the sale or lease of capacity on telecommunications transmission facilities.  The listing of the country codes and rates for calls to Syria and Sudan on our website is in accordance with these general licenses under the Sanctions Laws.  We note that our primary competitors (AT&T, Sprint and Verizon) each have similar country code and rate information on their websites.  For the last several years, T-Mobile offered these international long distance telecommunications services primarily through an agreement with Incomm Holdings, Inc.  In early 2016, T-Mobile changed international long distance providers and now offers these services primarily through an agreement with Deutsche Telekom AG.

As a non-U.S. person, with respect to its operations that do not have a U.S. nexus, Deutsche Telekom is not subject to the Sanctions Laws in respect of Syria and Sudan.  (31 C.F.R.  §542.201; 31 C.F.R.  §538.201)

2. Please discuss the materiality of any contacts with Syria or Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan.

Response:

As a quantitative matter, the use of the international long distance telecommunications services by our customers to contact numbers with Syria or Sudan country codes is inconsequential to our business.  During each of the fiscal years ended December 31, 2013, 2014 and 2015, as well as the quarter ended March 31, 2016, total long distance toll revenue associated with calls to Syria or Sudan country codes represented less than 0.003% of our total revenue for the applicable period and total associated charges paid to third parties represented less than 0.0009% of our cost of services for the applicable period.  From a quantitative perspective, we do not expect the use of such services to become more than inconsequential to our business in the future.

T-Mobile is aware that certain state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. designated

state sponsors of terrorism.  To our knowledge, we have not received any inquiries or questions from investors or analysts regarding activity in Syria or Sudan.

T-Mobile does not believe that the limited service of providing lawful international long distance telecommunications services that enable T-Mobile customers to communicate with phone numbers with a Syria or Sudan country code is harmful to our reputation or share value because these services are in compliance with the U.S. government’s determination that these services should be permitted despite the otherwise comprehensive sanctions imposed against those countries.  Accordingly, there is no reason to believe that T-Mobile’s offering international long distance telecommunications services that enable T-Mobile customers to communicate with phone numbers with a Syria or Sudan country code would be viewed as conveying support to any political agenda or regime in these countries.

As a result, T-Mobile does not believe its provision of long distance telecommunications services that enable T-Mobile customers to communicate with phone numbers with a Syria or Sudan country code is qualitatively or quantitatively material to T-Mobile, its financial condition or results of operations.

*              *               *

In connection with its response, T-Mobile acknowledges that:

•

 T-Mobile is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the filing; and

•

 T-Mobile may not assert staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

We appreciate your consideration of the responses provided herein.  Should any member of the Staff have a question regarding our responses to the comments set forth above, or need additional information, please do not hesitate to call Peter Osvaldik, our Chief Accounting Officer, at (425) 383-5647 or me at (425) 383-4859.  For any future written correspondence sent by email, please use the following addresses: Braxton.Carter@T-Mobile.com, Peter.Osvaldik@T-Mobile.com and Dave.Miller@T-Mobile.com.

Sincerely,

/s/ J. Braxton Carter

J. Braxton Carter

Executive Vice President and Chief Financial Officer (Duly Authorized Officer)

Mail Stop 4628

June 16 , 2016
Via E-Mail
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 the Fiscal Year Ended December 31, 2015
  Filed February 17 , 2016
  File No. 1 -33409

Dear Mr. Carter:

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may bette r
understand your disclosure.

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

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

General

1. We note that T -Mobile’s website provides country codes and rates for calls to Syria and
Sudan.  We note also that anoth er website indicates that certain T -Mobile telephones are
compatible with networks available in Syria and Sudan.  Finally, we note that your
majority shareholder, Deutsche Telekom, has reported contacts with Syria and Sudan.
Syria and Sudan are designated  by the State Department as state sponsors of terrorism,
and are subject to U.S. economic sanctions and export controls.  Please describe to us the
nature and extent of any past, current, and anticipated contacts with Syria and Sudan,
whether through subsi diaries, affiliates, distributors, resellers, or other direct or indirect
arrangements.  You should describe any products, components, technology or services
you have provided  to Syria and Sudan , directly or indirectly , and any agreements,
commercial arran gements, or other contacts with the governments of those countries or
entities they control.

J. Braxton Carter
T-Mobile US, Inc.
 June 16 , 2016
 Page 2

2. Please discuss the materiality of any contacts with Syria or Sudan you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim perio d.  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  Various sta te and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  You should address the potentia l impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Syria and Sudan.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certai n that the filing includes the information the Securities 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 have 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 response 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 proceedin g initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Larry Spirgel
  Assistant Director

June 23 , 2015

Mr. John J. Legere
President and Chief Executive Officer
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, WA 98006 -1350

Re: T-Mobile US, Inc.
 Form 10-K for Fiscal Year Ended December  31, 2014
Filed February 19, 2015
File No. 001-33409

Dear Mr. Legere :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director

CORRESP
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		TMUS 05/15/2015 Comment Letter

Confidential Treatment Requested by T-Mobile US, Inc.

Portions of this document have been omitted pursuant to a request for confidential treatment under 17 C.F.R. § 200.83 and have been marked with asterisks to indicate where omissions have been made.  The confidential material has been filed separately with the Securities and Exchange Commission.

June 1, 2015

Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

 T-Mobile US, Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Response Dated May 13, 2015

Form 10-Q for Fiscal Quarter Ended March 31, 2015

File No. 001-33409

Dear Mr. Spirgel:

T-Mobile US, Inc. (“T-Mobile” or the “Company”) submits this letter in response to comments from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated May 15, 2015 related to T-Mobile’s Form 10-K for the fiscal year ended December 31, 2014 and Form 10-Q for the fiscal quarter ended March 31, 2015.  For your convenience, we have repeated each of the comments in your letter and followed each comment with the Company’s response.  For the purpose of business confidentiality, the submission is accompanied by T-Mobile’s request for confidential treatment of selected portions of this letter pursuant to Rule 83, under the Freedom of Information Act, 17 C.F.R. § 200.83.

Form 10-K for Fiscal Year Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating Expenses, pages 27 and 29

1.

 We note your response to comment 2. Please tell us why customer care costs, including customer support and billing, are not considered costs of services. In addition, tell us the amount of such costs for 2014, 2013 and 2012.

RESPONSE:

Cost of services consist primarily of costs directly attributable to providing wireless service through the operation of T-Mobile's networks.  Selling, general and administrative expenses consist of costs not directly attributable to providing wireless service.  T-Mobile believes cost of services, or the costs to provide access to and usage of the network, are most directly applicable to T-Mobile’s wireless service revenues, whereas selling, general and administrative expenses relate to acquiring, retaining and supporting the customer base.  As such, T-Mobile considers customer care costs, including customer support and billing, to be selling, general and administrative as these are costs to acquire, retain and support the customer base.

Customer care costs, including customer support and billing, were $[*], $[*] and $[*] for the years ended December 31, 2014, 2013 and 2012, respectively.  Customer support costs primarily include payroll and facilities costs associated with operating call centers, which are used to support and retain existing customers and assist in the acquisition of new customers.

Form 10-Q for Fiscal Quarter Ended March 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Three Months Ended March 31, 2015 Compared to Three Months Ended March 31, 2014 Revenues, Branded Postpaid Revenues, page 21

2.

 We note your response to comment 4 and your proposed disclosure. Please disclose your multiple-element arrangements including the Free 10G Starter Stash and Personal Data Stash deliverables pursuant to ASC 605-25-50-2 and Rule 10-01(a)(5), or tell us why such disclosure is not necessary.

RESPONSE:

In preparing its periodic filings, T-Mobile uses judgment in determining information which will enhance a user’s understanding of its financial statements while avoiding disclosure of information which is not significant to the financial statements.  In preparing the financial statements for the three months ended March 31, 2015, T-Mobile assessed its multiple-element arrangements including the Free 10GB Starter Stash and Personal Data Stash deliverables under ASC 605-25-50-2 and Rule 10-01(a)(5).  For purposes of determining materiality for these disclosures, T-Mobile considered both quantitative and qualitative factors.  T-Mobile believes the impact on revenues is the most relevant factor to the quantitative assessment for determining materiality for the Free 10GB Starter Stash and Personal Data Stash deliverables.  The consideration allocated to the Free 10GB Starter Stash and Personal Data Stash was [*]% of total revenues for the three months ended March 31, 2015 and this was determined to be immaterial to T-Mobile’s overall revenue disclosures.

The Company also considered the disclosure objectives of the standards in addition to the related prescriptive disclosure requirements.  The Company concluded the multiple-element arrangements including the Free 10GB Starter Stash and Personal Data Stash deliverables did not significantly impact the timing or amount of revenue recognition for the three months ended March 31, 2015.  Accordingly, T-Mobile determined certain disclosures prescribed by ASC 605-25-50-2 and Rule 10-01(a)(5) were not necessary for the multiple-element arrangements including the Free 10GB Starter Stash and Personal Data Stash deliverables.  T-Mobile will continue to assess its disclosures related to the impacts of the Free 10GB Starter Stash and Personal Data Stash in preparing future filings and will revise its disclosures as necessary.

*              *               *

*

 Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

The Company acknowledges that:

•

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

•

 staff comments or changes to disclosure in response 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.

We appreciate your consideration of the responses provided herein.  Should any member of the Staff have a question regarding our responses to the comments set forth above, or need additional information, please do not hesitate to call Mike Morgan, our Chief Accounting Officer, at (425) 378-4435 or me at (425) 383-4859.  For any future written correspondence sent by email, please use the following addresses: Braxton.Carter@T-Mobile.com, Michael.Morgan@T-Mobile.com and Dave.Miller@T-Mobile.com.

Sincerely,

/s/ J. Braxton Carter

J. Braxton Carter

Executive Vice President and Chief Financial Officer (Duly Authorized Officer)

May 15 , 2015

Mr. John J. Legere
President and Chief Executive Officer
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, WA 98006 -1350

Re: T-Mobile US, Inc.
 Form 10-K for Fiscal Year Ended December  31, 2014
Response Dated May 13, 2015
Form 10 -Q for Fiscal Quarter Ended March 31, 2015
File No. 001-33409

Dear Mr. Legere :

We have reviewed  your May 13, 2015 response to our comment letter and have the
following comments.  Please comply with the following comments 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 m ay better understand your
disclosure.

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

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

Form 10 -K for Fiscal Year Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating Expenses, pages 27 and 29

1. We note your response to comment 2.  Please tell us why customer care costs, including
customer support and billing, are not considered costs of services.  In addition, tell us the
amount of such costs for 2014, 2013 and 2012.

John J. Legere
T-Mobile US, Inc.
May 15 , 2015
Page 2

 Form 10 -Q for Fiscal Quarter Ended March 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Three Months Ended March 31, 2015 Compared to Three Months Ended March  31, 2014
Revenues, Branded Postpaid Revenues, page 21

2. We note your response to comment 4 and your proposed disclosure.  Please disclose your
multiple -element arrangements including the Free 10G Starter Stash and Personal Data
Stash deliverables pursuant to ASC 605 -25-50-2 and Rule 10 -01(a)(5) , or tell us why
such disclosure is not necessary.

You may contact Robert Shapiro, Staff Accountant , at (202) 551 -3273  or Dean Suehiro,
Senior Staff Accountant,  at (202) 551 -3384  if you have questions regarding comments on the
financial statements and related matters.  Please contact Paul Fischer, Attorney -Advisor,  at (202)
551-3415, Celeste Murphy, Lega l Branch Chief, at (202) 551 -3257  or me at (202) 551 -3810  with
any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director

CORRESP
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		TMUS 04/30/2015 Comment Letter

May 13, 2015

Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

 T-Mobile US, Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 19, 2015

Form 10-Q for Fiscal Quarter Ended March 31, 2015

Filed April 28, 2015

Form 8-K

Filed February 19, 2015

File No. 001-33409

Dear Mr. Spirgel:

T-Mobile US, Inc. (“T-Mobile” or the “Company”) submits this letter in response to comments from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated April 30, 2015 related to T-Mobile’s Form 10-K for the fiscal year ended December 31, 2014, Form 10-Q for the fiscal quarter ended March 31, 2015 and Form 8-K furnished on February 19, 2015.  For your convenience, we have repeated each of the comments in your letter and followed each comment with the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Highlights, page 24

1.

 The presentation of Adjusted EBITDA, a non-GAAP measure, without presenting the most directly comparable GAAP measure, net income (loss), appears to attach undue prominence to the non-GAAP measure. Please revise accordingly.

RESPONSE:

In response to the Staff’s comment, when presenting Adjusted EBITDA, a non-GAAP measure, T-Mobile will present the most directly comparable GAAP measure, net income (loss), with equal or greater prominence.

REVISED DISCLOSURE:

T-Mobile intends to include additional disclosure in the Financial Highlights of Management’s Discussion and Analysis of Financial Condition and Results of Operations in future filings substantially similar to the language set forth below:

Net loss improved to $63 million for the three months ended March 31, 2015, compared to $151 million for the same period in 2014, primarily due to the increase in service revenues, as described above.

Operating Expenses, pages 27 and 29

2.

 Please tell us and disclose the significant components of cost of services, cost of equipment sales, and selling, general and administrative expenses. We note that selling, general and administrative expenses include retail and customer support employee-related costs.

RESPONSE:

In response to the Staff’s comment, the following are the significant components of cost of services, cost of equipment sales, and selling, general and administrative expenses:

Cost of services consist primarily of costs directly attributable to providing wireless service through the operation of T-Mobile's networks, including direct switch and cell site costs, such as rent, network access and transport costs, utilities, maintenance, associated labor costs, long distance costs, regulatory fees, roaming fees paid to other carriers and data content costs.

Cost of equipment sales consists primarily of costs of devices and accessories sold to customers and dealers, device costs to fulfill insurance and warranty claims, write-downs of inventory related to shrinkage and obsolescence, and shipping and handling costs.

Selling, general and administrative expenses consist of costs not directly attributable to providing wireless service for the operation of sales, customer care and corporate activities.  These include commissions paid to dealers and retail employees for activations and upgrades, labor and facilities costs associated with retail sales force and administrative space, marketing and promotional costs, customer support and billing, bad debt expense and administrative support activities.

REVISED DISCLOSURE:

In future filings, T-Mobile intends to include disclosure substantially similar to the explanations above in the Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of its periodic reports.

Note 1 - Summary of Significant Accounting Policies

Revenue Recognition, page 55

3.

 We note that your service revenues are “recognized when the service is rendered or collections are reasonably assured.” Please tell us why it is appropriate to recognize your service revenues at the time the collections are reasonably assured but the related services have not been rendered.

RESPONSE:

In response to the Staff’s comment, T-Mobile confirms that it recognizes service revenues in accordance with ASC 605, “Revenue Recognition” when revenues are both realized or realizable and also earned.  T-Mobile also confirms that it does not recognize revenues without having provided the related service and having all revenue recognition criteria met.

REVISED DISCLOSURE:

In its Annual Reports on Form 10-K for future periods beginning with fiscal year 2015, T-Mobile intends to clarify the significant accounting policy for revenue recognition by including revisions substantially similar to the language set forth below:

Service revenues are earned from providing access to and usage of the Company’s wireless communications network and recognized when the service is rendered and all other revenue recognition criteria have been met or collections are reasonably assured.

Form 10-Q for Fiscal Quarter Ended March 31, 2015

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Three Months Ended March 31, 2015 Compared to Three Months Ended March 31, 2014

Revenues, Branded Postpaid Revenues, page 21

4.

 Please tell us and disclose your revenue recognition policy for the Data Stash™ Un-carrier initiative and how you determined the amount of the deferral revenue related to this initiative. Refer to your basis in the accounting literature.

RESPONSE:

In response to the Staff’s comment, T-Mobile respectfully submits the following for additional background:  The Un-carrier 9.0 Data StashTM initiative (“Data Stash”) was launched in January 2015, and is being offered to customers who are on qualifying Simple ChoiceTM plans.  Qualifying Simple Choice plans are month-to-month postpaid and certain prepaid service plans that include at least 3 gigabytes (“GB”) of high-speed data.  Data Stash provides customers a right to carry over their unused high-speed data for future use (“Personal Data Stash”) for as long as the customer remains on an eligible rate plan, up to a maximum of one year from the date of carry over.  In addition, T-Mobile granted eligible customers a one-time 10GB high-speed data allotment free of charge (“Free 10GB Starter Stash”) for use on similar terms through December 31, 2015, at which time, any unused allotted data will be forfeited.  Customers do not begin rolling over their Personal Data Stash until their Free 10GB Starter Stash is fully consumed or expires.

T-Mobile evaluated Data Stash along with other deliverables purchased by customers at or near the same time under ASC 605-25, Multiple-Element Arrangements.  Other deliverables are comprised primarily of monthly wireless and related services and, if applicable, a phone or tablet purchased by the customer.  The Company determined the Free 10GB Starter Stash and Personal Data Stash are separate deliverables as they constitute explicit performance obligations and require distinct action from T-Mobile to fulfill such obligations, and they represent separate units of accounting as the two criteria of ASC 605-25-25-5 are met.

In accordance with ASC 605-25-30-2, revenues related to the Free 10GB Starter Stash and Personal Data Stash are measured based on their standalone selling price, with non-contingent consideration being allocated using the relative selling price method.  In determining the selling prices, T-Mobile relies on vendor-specific objective evidence (“VSOE”) when available, or considers third-party evidence (“TPE”) when VSOE is not available.  If neither VSOE nor TPE are available, T-Mobile develops its best estimate of selling price (“BESP”).  T-Mobile determined that neither VSOE nor TPE were available for the Free 10GB Starter Stash and Personal Data Stash as neither T-Mobile nor its competitors offer, on a standalone basis, the option to purchase comparable high-speed data with an extended expiration date separately from the purchase of a monthly service plan which includes other deliverables.

T-Mobile derived the BESP for each product in accordance with ASC 605-25-30 consistent with the Company’s normal and routine pricing practices.  In determining the BESP, T-Mobile pricing experts considered multiple

factors including, but not limited to, current ongoing pricing strategies and policies, cost of service delivery, customer demand and competitive market conditions.  Specifically, the Company considered current pricing for add-on high-speed data which customers can purchase in 2GB increments if they have exceeded, or expect to exceed, the high-speed data allotment included in the base service plan.  For example, customers with a service plan that includes unlimited voice calls, texting and 1GB of high-speed data, can upgrade to a service plan that includes 3GB of high-speed data.

In accordance with ASC 605-20, T-Mobile recognizes service revenues on Data Stash when service is delivered to the customer and the data is consumed, or at time of forfeiture or expiration.  Given the lack of historical experience with directly comparable service offerings containing an extended carry over right, T-Mobile, has not factored expected breakage into the recognition of revenues.

REVISED DISCLOSURE:

In future filings, the Company intends to include disclosure in Management’s Discussion and Analysis of Financial Condition and Results of Operations to include an explanation of the accounting for Data Stash substantially similar to the language set forth below:

T-Mobile recognizes service revenues for Data Stash plans when such services are delivered and the data is consumed, or at time of forfeiture or expiration.  Revenues relating to unused data that is carried over to the following month are deferred and valued based on their relative standalone selling price.

Form 8-K filed February 19, 2015

Exhibit 99.1 Fourth Quarter and Full-Year 2014 Highlights, page 1

Operational and Financial Highlights for the Fourth Quarter and Full-year 2014, page 3

5.

 The presentation of Adjusted EBITDA, a non-GAAP measure, without presenting the most directly comparable GAAP measure, net income (loss), appears to attach undue prominence to the non-GAAP measure. Please revise accordingly. In addition, expand your discussion of Adjusted EBITDA on page 3 to discuss the reasons for the period-to-period changes net income (loss). Further, present the projected net income (loss) with your projected Adjusted EBITDA for the full-year 2015 on page 4. We note your Form 8-K filed April 28, 2015.

RESPONSE:

In response to the Staff’s comment, in future earnings releases, when presenting Adjusted EBITDA, a non-GAAP measure, T-Mobile will present the most directly comparable GAAP measure, net income (loss), with equal or greater prominence.  In addition, T-Mobile will expand the discussion of Adjusted EBITDA to discuss the reasons for the period-to-period changes in net income (loss).

Adjusted EBITDA represents earnings before interest expense (net of interest income), tax, depreciation, amortization, stock-based compensation and expenses not reflective of T-Mobile’s ongoing operating performance.  Due to the inherent difficulty in estimating their impacts and timing, the Company does not predict certain items that are excluded from Adjusted EBITDA, but which would be required for the presentation of projected net income (loss).  Examples of these items include impairments of assets, impacts of changes in asset useful lives, gains and losses from asset sales and spectrum license transactions and the measurement of taxes.  Accordingly, projected net income (loss) is not available for T-Mobile without unreasonable efforts.  In future earnings releases the Company intends to include disclosure stating that projected net income (loss) is not available.

REVISED DISCLOSURE:

T-Mobile confirms it will include additional disclosure in future earnings releases substantially similar to the language set forth below:

Earnings Release Highlights:

•

 Net loss improved $88 million YoY but declined $164 million QoQ in 1Q15

Earnings Release Net Income (Loss) Discussion:

Net loss for the first quarter of 2015 was $63 million, improved from a net loss of $151 million for the first quarter of 2014, but down from net income of $101 million for the fourth quarter of 2014.  Year-over-year, the improvement in net loss was primarily due to the increases in service revenues, as described above.  Sequentially, the decline in net loss was primarily due to higher losses on equipment sales, as described above.

Earnings Release 2015 Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures:

Because T-Mobile does not or cannot predict or forecast certain of the expenses which are excluded from Adjusted EBITDA, but which would be required for the presentation of projected net income (loss), T-Mobile does not provide projected net income or reconciliations to GAAP of its forward-looking financial measures.

*              *               *

The Company acknowledges that:

•

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

•

 staff comments or changes to disclosure in response 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.

We appreciate your consideration of the responses provided herein.  Should any member of the Staff have a question regarding our responses to the comments set forth above, or need additional information, please do not hesitate to call Mike Morgan, our Chief Accounting Officer, at (425) 378-4435 or me at (425) 383-4859.  For any future written correspondence sent by email, please use the following addresses: Braxton.Carter@T-Mobile.com, Michael.Morgan@T-Mobile.com and Dave.Miller@T-Mobile.com.

Sincerely,

/s/ J. Braxton Carter

J. Braxton Carter

Executive Vice President and Chief Financial Officer (Duly Authorized Officer)

April 30, 2015

Mr. John J. Legere
President and Chief Executive Officer
T-Mobile US, Inc.
12920 SE 38th Street
Bellevue, WA 98006 -1350

Re: T-Mobile US, Inc.
 Form 10-K for Fiscal Year Ended December  31, 2014
Filed February 19, 2015
Form 10 -Q for Fiscal Quarter Ended March 31, 2015
Filed April 28, 2015
Form 8 -K
Filed February 19, 2015
File No. 001-33409

Dear Mr. Legere :

We have reviewed your filing an d have the following comments.  Please comply with the
following comments 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 m ay better understand your disclosure.

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

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

Form 10 -K for Fiscal Year Ended December 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Financial Highlights, page 24

1. The presentation of Adjusted EBITDA, a non -GAAP measure, without presenting the
most directly comparable GAAP measure, net income (loss), appears to attach undue
prominence to the non -GAAP  measure.  Please revise accordingly.

John J. Legere
T-Mobile US, Inc.
April 30, 2015
Page 2

 Operating Expenses, pages 27 and 29

2. Please tell us and disclose the significant components of cost of services, cost of
equipment sales , and selling, general and administrative expenses.  We note that selling,
general and administrative expenses  include retail and customer support employee -
related costs.

Note 1 – Summary of Significant Accounting Policies

Revenue Recognition, page 55

3. We note that your service revenues are “recognized when the service is rendered or
collections are reasonably assured.”  Please tell us why it is appropriate to recognize your
service revenues at the time the collections are reasonably assured but the relate d services
have not been rendered.

Form 10 -Q for Fiscal Quarter Ended March 31, 2015

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Three Months Ended March 31, 2015 Compared to Three Months Ended March 31,  2014

Revenues, Branded Postpaid Revenues, page 21

4. Please tell us and disclose your revenue recognition policy for the Data Stash™ Un -
carrier initiative and how you determined the amount of the deferral revenue related to
this initiative.  Refer to your  basis in the accounting literature.

Form 8 -K filed February 19, 2015

Exhibit 99.1 Fourth  Quarter and Full -Year 2014 Highlights, page 1
Operational and Financial Highlights for the Fourth Quarter and Full -year 2014, page 3

5. The presentation of Adjusted EBITDA, a non -GAAP measure, without presenting the
most directly comparable GAAP measure, net income (loss), appears to attach undue
prominence to the non -GAAP measure.  Please revise accordingly.  In addition, expand
your discussion of Adjusted EBITDA on page 3 to discuss the reasons for the period -to-
period changes net income (loss).  Further, present the projected net income (loss) with
your projected Adjusted EBITDA for the full -year 2015 on page 4.  We note your Form
8-K filed April 28, 2015.

John J. Legere
T-Mobile US, Inc.
April 30, 2015
Page 3

 We urg e 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 Securities 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 have 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 response 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 Dean Suehiro,
Senior Staff Accountant,  at (202) 551 -3384  if you have questions regarding comments on the
financial statements and related matters.  Please contact Paul Fischer, Attorney -Advisor,  at (202)
551-3415, Celeste Murphy, Legal Branch Chief, at (202) 551 -3257  or me at (202) 551 -3810  with
any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director

November 24, 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
File Number 001 -33409

Dear Mr. Carter :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Robert S. Littlepage , for

Larry Spirgel
Assistant Director

CORRESP
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		TMUS 11/7/2014 Comment Letter

November 20, 2014

Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

 T-Mobile US, Inc.

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

Filed February 25, 2014

Form 10-Q for Fiscal Quarter Ended September 30, 2014

Filed October 28, 2014

Response dated October 31, 2014

File Number 001-33409

Dear Mr. Spirgel:

T-Mobile US, Inc. (“T-Mobile” or the “Company”) submits this letter in response to the comment from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated November 7, 2014 related to T-Mobile’s Form 10-K for the fiscal year ended December 31, 2013 and Form 10-Q for the fiscal quarter ended September 30, 2014.  For your convenience, we have repeated the comment in your letter and followed the comment with the Company’s response.

Form 10-Q for Fiscal Quarter Ended September 30, 2014

Note 3 - Equipment Installment Plan Receivables, pages 9 and 10

1.

 We note your response to comment 1a. Please disclose the imputed interest rate or range of rates for your Prime and Subprime receivables. Refer to ASC 835-30-45-2.

RESPONSE:

In response to the Staff’s comment, T-Mobile confirms it will include additional disclosure in the financial statements in future filings substantially similar to the language set forth below:

The EIP receivables had weighted average effective imputed interest rates of X% and X% as of December 31, 2014 and 2013, respectively.

*              *               *

The Company acknowledges that:

•

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

•

 staff comments or changes to disclosure in response 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.

We appreciate your consideration of the response provided herein.  Should any member of the Staff have a question regarding our response to the comment set forth above, or need additional information, please do not hesitate to call Michael Morgan, our Chief Accounting Officer, at (425) 378-4435 or me at (425) 383-4859.  For any future written correspondence sent by email, please use the following addresses: Braxton.Carter@T-Mobile.com, Michael.Morgan@T-Mobile.com, Dave.Miller@T-Mobile.com and Lyle.Steidinger1@T-Mobile.com.

Sincerely,

/s/ J. Braxton Carter

J. Braxton Carter

Executive Vice President and Chief Financial Officer (Duly Authorized Officer)

November 7, 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 September  30, 2014
Filed October 28, 2014
Response dated October 31 , 2014
File Number 001 -33409

Dear Mr. Carter :

 We have  reviewed your response letter  and have the following comment .  As noted in our
letter dated August 14, 201 4, 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 co mply with the following comment  in future filings.  Confirm in writing that you will do
so and explain to us how you intend to comply.

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

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

Form 10 -Q for Fiscal Quarter Ende d September 30 , 2014

Note 3 – Equipment Installment Plan Receivables, page s 9 and 10

1. We note your response to comment 1 a.  Please disclose the imputed interest rate or range
of rates for your Prime and Subprime receivables.   Refer to ASC 835 -30-45-2.

Mr. J. Braxton Carter
T-Mobile US, Inc.
November 7 , 2014
Page 2

 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.  Please contact me at (202) 55 1-3810
with any other questions.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

		TMUS 10/17/2014 Comment Letter

Confidential Treatment Requested by T-Mobile US, Inc.

Portions of this document have been omitted pursuant to a request for confidential treatment under 17 C.F.R. § 200.83 and have been marked with asterisks to indicate where omissions have been made.  The confidential material has been filed separately with the Securities and Exchange Commission.

October 31, 2014

Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

 T-Mobile US, Inc.

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

Filed February 25, 2014

Form 10-Q for Fiscal Quarter Ended June 30, 2014

Filed July 31, 2014

Response dated August 27, 2014

File Number 001-33409

Dear Mr. Spirgel:

T-Mobile US, Inc. (“T-Mobile” or the “Company”) submits this letter in response to comments from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated October 17, 2014 related to T-Mobile’s Form 10-K for the fiscal year ended December 31, 2013 and Form 10-Q for the fiscal quarter ended June 30, 2014.  For your convenience, we have repeated each of the comments in your letter and followed each comment with the Company’s response.  For the purpose of business confidentiality, the submission is accompanied by T-Mobile’s request for confidential treatment of selected portions of this letter pursuant to Rule 83, under the Freedom of Information Act, 17 C.F.R. § 200.83.

Form 10-Q for Fiscal Quarter Ended June 30, 2014

Note 2 - Equipment Installment Plan Receivables, page 8

1.

 We note your response to comment 1. Please respond to each of the following comments so that we may fully understand the nature and risks associated with the Equipment Installment Plan (EIP) receivables and your revenue recognition policy for equipment sales to Subprime customers.

a.

 Explain to us in more detail how you determine the Prime and Subprime categories, and how you determine the imputed interest rate for each category.

RESPONSE:

T-Mobile assesses the creditworthiness of a customer at the time of application for wireless service based primarily on a proprietary credit scoring model that uses attributes obtained from credit reporting agencies.  While T-Mobile uses attributes obtained from credit reporting agencies, T-Mobile does not directly use a standardized credit score, such as a “FICO” score, in determining its credit decisions for its customers.  The attributes used in T-Mobile’s credit scoring model reflect a prospective customer’s credit and payment histories with other service providers and

financial institutions, including the amount of a prospective customer’s credit utilization, potential derogatory indicators, such as prior charge-offs or payment delinquencies, and similar factors commonly used in statistically derived credit scoring models.  The EIP receivables are grouped into a limited set of internal credit classes which are based on groupings of customers with similar credit profiles.  Internal credit class association, along with account tenure information, is used to determine the amount of EIP credit that may be extended and the number of service lines that a customer is eligible for.  These credit class associations, and the account tenure information, are also used to determine the amount of down payment required and/or deposit needed to mitigate T-Mobile’s possible financial exposure.  The internal credit classes are grouped into Prime or Subprime credit categories, with the Subprime category representing the credit classes for which expected credit loss is higher and for which credit risk mitigation procedures, such as higher down payments or customer deposits, are generally required.

The imputed interest rate for EIP receivables represents the amount of interest an independent lender would charge an independent borrower for a note with similar terms.  T-Mobile determines an imputed interest rate using multiple inputs.  The first input is the current two-year U.S. Treasury note rate which is representative of the market risk free rate for an instrument with a similar term as the EIP receivable.  The second input is the rate of expected credit loss for the EIP receivable which represents the additional return required by a lender over the risk-free rate to accept the credit risk.  The rate of expected credit loss used in the computation of the imputed interest rate is determined monthly based upon the mix of EIP receivables originated each month by credit class and tenure group.  The calculated imputed interest rate is applied to both Prime and Subprime EIP receivables originated in the period.

b.

 Confirm that there is no stated rate of interest on the financing provided to your Prime and Subprime subscribers.

RESPONSE:

T-Mobile confirms that there is no stated rate of interest charged to any customer who finances the purchase of equipment using an EIP.  Customers using an EIP make a down payment at the time of sale, if required based on the credit evaluation described above, and then pay for the remaining financed portion of the equipment sales price in equal monthly installments.

c.

 Clarify why a portion of EIP Receivables is classified as ‘Other assets’ on the balance sheet, and disclose the current and non-current portion of your receivables in future filings

RESPONSE:

The long-term portion of EIP receivables, representing installment payments due beyond twelve months, is classified as other assets on the Company’s consolidated balance sheet.  T-Mobile believes this is appropriate under Regulation S-X Rule 5-02 Balance Sheets as the long-term portion of EIP receivables did not exceed five percent of total assets as of December 31, 2013 and has not changed significantly as of March 31, 2014 and June 30, 2014.  While T-Mobile has disclosed the current and non-current portions of EIP receivables in the notes to the financial statements, in future filings the Company will enhance its disclosures of EIP receivables to specify that the current portion is included in accounts receivables, net and the long term portion is included in other assets.

d.

 For Subprime customers, tell us in detail how you concluded that collectability is reasonably assured at the date of sale of the equipment. In this regard, we note your disclosure stating that Subprime customers are those with higher delinquency rates, may be required to pay a significant down payment on their equipment purchases, and that certain customers are required to pay an advance deposit. Also, since you started the JUMP! handset trade-in program in 2013, it does not appear that you have significant collectability historical experience.

RESPONSE:

T-Mobile introduced equipment installment plans in 2009.  The determination of “reasonable assurance” related to the collectibility of EIP sales transactions is a matter of management judgment.  T-Mobile’s collectibility assessment considers both quantitative and qualitative factors.  T-Mobile believes that its experience with EIP customer behavior since 2009 provides the Company with significant historical data and information, and establishes a reasonable basis for the Company’s collectibility assessment for EIP transactions.

T-Mobile’s collectibility assessment is based upon the individual customer credit determination as described in response to question 1(a) and is performed for groups of sales having the same internal credit class association and tenure characteristics.  In performing this assessment of collectibility, T-Mobile uses a quantitative threshold as a basis for a preliminary identification of credit class and tenure groups that may have higher risk of default and for which collectibility may not be reasonably assured.  T-Mobile considers estimated default rates, calculated as the amount of estimated uncollectible charges as a percentage of the original sales amount, against the threshold as an initial step in the collectibility analysis.  Quantitative factors used to determine the estimated default rate include historical loss experience for similar customers, the term of the EIP receivable and the amount of any down payment or deposit received.  After the quantitative assessment, qualitative factors, primarily current trends in customer churn, customer payment behavior, competitive market conditions, and other economic indicators, are used to further assess the likelihood of collectibility.  The combined quantitative and qualitative analysis is used by T-Mobile’s management to determine if revenue should be recognized at the time of sale.  For sales originated between January and June of 2014, other than those recorded on a cash basis, the Company’s current analysis supports Subprime default rates averaging approximately [*]%.

T-Mobile launched JUMP! in July 2013 as an optional and incremental service bundle to the existing EIP program.  JUMP! customers are subject to the same credit extension policies and practices as the broader EIP customer population.  T-Mobile accounts for the JUMP! specified-price trade-in right as a guarantee, which is established as a reduction to equipment revenue, as the trade-in option may only be used by customers as a credit towards the required purchase of a new handset from T-Mobile.  The Company has concluded that the existence of a specified price trade-in right, which may or may not be exercised by the customer, does not reduce the Company’s ability to collect the underlying EIP receivable.

e.

 We note that some of your equipment sales are recorded on a cash basis. Explain to us how you determine that these sales are not reasonably assured of collection and therefore, recorded on a cash basis as payments are received.

RESPONSE:

If T-Mobile determines sales may not be reasonably assured of collection, based upon the assessment described in response to question 1(d), the Company does not record the initial equipment sale revenue or any corresponding imputed interest.  Instead, T-Mobile defers the recognition of these sales until payments are received from the individual customers.

*

 Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

f.

 We also note that you did not refer to sales recorded on a cash basis in your 2013 Form 10-K. Please explain the circumstances in 2014 that gave rise to equipment sales being recorded on a cash basis, and when you began recording revenue on a cash basis. If you recorded handset sales on a cash basis during 2013, please compare the 2013 and 2014 cash basis sales. Please also explain the reasons for any differences between 2013 and 2014 cash basis sales.

RESPONSE:

T-Mobile recorded certain sales on a cash basis in 2013 and 2014.  For the year ended December 31, 2013, $[*] of equipment sales were not recorded as revenue upon initial sale based upon the collectibility assessment.  For the year ended December 31, 2013, $[*] of the previously unrecognized sales were recorded as revenue as cash payments were received.  For the six months ended June 30, 2014, sales of $[*] were not recorded as revenue upon initial sale based upon the collectibility assessment.  For the six months ended June 30, 2014, $[*] of the previously unrecognized sales in 2013 and 2014 were recorded as revenue as cash payments were received.

The methodology and process for determining whether revenue is recorded on a cash basis has been consistently applied in 2013 and 2014.  The differences in equipment sales not recognized on an accrual basis between 2013 and 2014 resulted from enhancements to credit risk mitigation procedures, such as down payment requirements, and improvements in customer retention and payment trends.  As described in the responses to 1(d) and 1(e), those changes impact the assessment of collectibility.

g.

 Confirm to us whether or not you record a valuation allowance for doubtful accounts against accounts receivable at the date of equipment sale.

RESPONSE:

T-Mobile does not recognize a separate valuation allowance at the date of equipment sale as the effects of uncertainty about future cash flows are included in the initial present value measurement of the EIP receivable.  The difference between the EIP receivable’s present value and its face amount results in a discount which is recorded as a direct reduction to the receivable’s carrying value.  This discount is referred to as “deferred interest” in T-Mobile’s Form 10-K for the year ended December 31, 2013 and Form 10-Q for the quarter ended June 30, 2014.  Additionally, in cases where collection is not determined to be reasonably assured, no valuation allowance is required as the transaction is recognized only on the basis of cash received.  Subsequent to origination, T-Mobile closely monitors the EIP receivable activity and recognizes an allowance for credit losses on its EIP receivables when it is considered probable that a loss has been incurred.

h.

 Provide us with the journal entry that you record at the date of the equipment sale reflecting the imputed interest in the EIP receivables and the guarantee obligation.

RESPONSE:

The following illustration shows the journal entries recorded at the date of the equipment sale using a level payment 24 month amortizing EIP with a sale price of $500 and a customer down payment of $100.  The imputed interest rate in this example is 10%.

*

 Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

Journal entry to record the device sale:

DR  Cash

 $100

DR  Short-term accounts receivable (Accounts receivable, net)

 $200

DR  Long-term accounts receivable (Other assets)

 $200

CR  Equipment revenue  (Equipment sales)

 $500

Journal entry to record imputed interest associated with the EIP receivable:

DR  Equipment revenue (Equipment sales)

 $40

CR  Short-term deferred interest (Accounts receivable, net)

 $28

CR  Long-term deferred interest (Other assets)

 $12

Journal entry to record the guarantee liability for a customer who chooses to enroll in JUMP!:

DR  Equipment revenue (Equipment sales)

 $30

CR  Guarantee liabilities (Other current liabilities)

 $30

i.

 Tell us the number of Subprime customers included in the accounts receivable balance as of June 30, 2014.

RESPONSE:

As of June 30, 2014, the EIP accounts receivable balance reflected approximately [*] Subprime billing accounts.  A billing account may have more than one EIP receivable outstanding with varying origination dates and balances.

j.

 Tell us the likelihood of fully collecting a receivable from a Subprime customer

RESPONSE:

T-Mobile’s EIP receivables are comprised of a large volume of individually low balance receivables with no large concentration of risk with any individual customer.  As such, T-Mobile does not calculate the likelihood of fully collecting an EIP receivable from an individual customer, but rather assesses receivable collectibility based upon groups of EIP receivables with similar characteristics.

For purposes of assessing collectibility related to revenue recognition, as described in response to question 1 (d), T-Mobile calculates an estimated default rate based upon the amount of estimated uncollectible charges as a percentage of original sales amount.  For Subprime EIP sales originated between January and June of 2014, excluding those recorded on cash basis, the Company’s current experience supports Subprime collection rates averaging approximately [*]%.

*              *               *

*

 Certain information on this page has been omitted and filed separately with the Commission.  Confidential treatment has been requested with respect to the omitted portions.

The Company acknowledges t

October 17, 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 June 30 , 2014
Filed July 3 1, 2014
Response dated August 27, 2014
File Number 001 -33409

Dear Mr. Carter :

 We have  reviewed your response letter and have the following comments.  As noted in
our letter dated August 14, 201 4, 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 comments 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 under stand your disclosure.

Please respond to this letter within 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 comments apply to your facts and circumstances, please tell us why in your response.

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

Form 10 -Q for Fiscal Quarter Ende d June 30 , 2014

Note 2 – Equipment Installment Plan Receivables, page 8

1. We note your response to comment 1.  Please  respond to each of the following comments
so that we may fully understand the nature and risks associated with the Equipment

Mr. J. Braxton Carter
T-Mobile US, Inc.
October 17, 2014
Page 2

 Installment Plan ( EIP) receivables and your revenue recognition policy for equipment
sales to Subprime customers.

a. Explain to us in more detail how you determine the Prime and Subprime categories, and
how you determine the imputed interest rate for each category.

b. Confirm that there is no stated rate of interest on the financing provided to your Prime
and Subprime subscribers.

c. Clarify why a portion of EIP Receivables is classified as ‘Other assets’ on the balance
sheet, and disclose the current and non -current port ion of your receivables in future
filings.

d. For Subprime customers, tell us in detail how you concluded that collectability is
reasonably assured at the date of sale of the equipment.  In this regard, we note your
disclosure stating that Subprime customers  are those with higher delinquency rates, may
be required to pay a significant down payment on their equipment purchases, and that
certain customers are required to pay an advance deposit.  Also, since you started the
JUMP! handset trade -in program in 2013 , it does not appear that you have significant
collectability historical experience.

e. We note that some of your equipment sales are recorded on a cash basis.  Explain to us
how you determine that these sales are not reasonably assured of collection and the refore,
recorded on a cash basis as payments are received.

f. We also note that you did not refer to sales recorded on a cash basis in your 2013  Form
10-K.  Please explain the circumstances in 2014 that gave rise to equipment sales being
recorded on a cash b asis, and when you began recording revenue on a cash basis.  If you
recorded handset sales on a cash basis during 2013, please compare the 2013 and 2014
cash basis sales.  Please also explain the reasons for any differences between 2013 and
2014 cash basis  sales.

g. Confirm to us whether or not you record a valuation allowance for doubtful accounts
against accounts receivable at the date of equipment sale.

h. Provide us with the journal entry that you record at the date of the equipment sale
reflecting the impu ted interest in the EIP receivables and the guarantee obligation.

i. Tell us the number of Subprime customers included in the accounts receivable balance as
of June 30, 2014.

j. Tell us the likelihood of fully collecting a receivable from a Subprime customer.

Mr. J. Braxton Carter
T-Mobile US, Inc.
October 17, 2014
Page 3

 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.  Please contact me at (202) 5 51-3810
with any other questions.

Sincerely,

/s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

		TMUS Comment Letter

August 28, 2014

Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:

 T-Mobile US, Inc.

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

Filed February 25, 2014

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

Filed May 1, 2014

File Number 001-33409

Dear Mr. Spirgel:

T-Mobile US, Inc. (“T-Mobile” or the “Company”) submits this letter in response to comments from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated August 14, 2014 related to T-Mobile’s Form 10-K for the fiscal year ended December 31, 2013 and Form 10-Q for the fiscal quarter ended March 31, 2014.  For your convenience, we have repeated each of the comments in your letter and followed each comment with the Company’s response.

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:

•

 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 each?

•

 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 the time of sale. How you concluded that receipt of the consideration is not contingent on providing the service.

RESPONSE:

In response to the Staff’s comments, T-Mobile respectfully provides the following overview of the Just Upgrade My Phone (“JUMP! TM”) program in addition to responses to your specific comments:

T-Mobile offers a handset upgrade program, JUMP!, which was launched in July 2013 and provides eligible customers a specified-price trade-in right to upgrade their device, and includes added protection if a device is damaged or lost through the inclusion of Premium Handset Protection® and Lookout Mobile Security® services.  Customers enrolled in JUMP! must pay a monthly premium to be eligible for program benefits.  Participating customers must purchase a device from T-Mobile, have a qualifying monthly wireless service plan with T-Mobile, and finance their device using an Equipment Installment Plan (“EIP”).  Qualifying monthly wireless service plans are postpaid service plans, such as Simple Choice plans, which do not include a long-term or annual service contract commitment.  Version 1.0 of JUMP!, available for enrollment from July 2013 until February 2014, allows customers to upgrade twice every twelve months after being enrolled for a minimum of six months in the program.  Version 2.0 of JUMP!, available since February 2014, allows customers to upgrade as often as they want and without any waiting period once the customer has paid at least 50% of the device sale amount.  Customers may cancel JUMP! at any time and no longer pay the monthly premium and customers may purchase Premium Handset Protection and Lookout Mobile Security separately.  Upon JUMP! program qualifying upgrades, customers’ remaining EIP balances are satisfied provided they trade in their eligible used device in good working condition and purchase a new device from T-Mobile on a new EIP.

•

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

RESPONSE:

In accordance with ASC 605, T-Mobile has concluded customer transactions providing for the sale of devices, wireless service plans, JUMP!, Premium Handset Protection and Lookout Mobile Security services are a single multiple-element arrangement when entered into at or near the same time.

•

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

RESPONSE:

For customer transactions which include the enrollment in JUMP! at or near the same time as the sale of the device, T-Mobile has concluded the arrangement has five deliverables and five units of accounting: (1) the device, (2) a month of wireless service, (3) the JUMP! trade-in right, (4) a month of Premium Handset Protection service, and (5) a month of Lookout Mobile Security service.

•

 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 each?

RESPONSE:

T-Mobile does not require a long-term or annual wireless service plan with the purchase of a device.  Customers who want to enroll in JUMP! or finance their device using an EIP are required to establish and maintain a qualifying monthly wireless service plan with T-Mobile, but are free to terminate JUMP! and their wireless service at any time.  Existing customers, who want to purchase a new device using an EIP are not required to make any wireless service contract modifications as long as they are on a qualified monthly wireless service plan.  Unlike traditional wireless pricing which includes heavily discounted devices in conjunction with higher service pricing over a two-year committed contract term, T-Mobile device pricing is approximately the same as the stand-alone selling-price for such devices and pricing for qualified monthly wireless service plans are the same regardless of whether customers purchase a device or not.

•

 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?

RESPONSE:

Customers who are enrolled in Version 1.0 of JUMP! are not required to pay a specific amount or percentage of the EIP receivable balance when upgrading, but are required to maintain enrollment in the program for a minimum of six months prior to being eligible to complete their first upgrade.  After completing the six month enrollment period, a customer is eligible to upgrade up to twice every twelve months.  Customers who are enrolled in Version 2.0 of JUMP! are eligible to upgrade at any time, without a waiting period, as long as the customer has paid at least 50% of the device sale amount, including initial down payments and additional principal payments.

•

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

RESPONSE:

As described above, for customer transactions which include the sale of JUMP! at or near the same time as the sale of the device, T-Mobile has concluded that the arrangement has five deliverables and units of accounting.

ASC 605-25-15-3 indicates a multiple-element arrangement may be within the scope of another Codification Topic and ASC 605-25-15-3A also states that for other topics that address both separation and allocation, the provisions in that topic should be applied rather than the guidance in ASC 605-25.  Accordingly, the JUMP! trade-in right is addressed separately from the remaining deliverables as it falls within the scope of ASC 460.

In accordance with ASC 460-10-30-2(b), initial measurement of the JUMP! trade-in right is separated from the multiple-element arrangement, then measured and recognized as a guarantee liability in the financial statements at the fair value of the guarantee.  The remaining consideration is allocated to the remaining deliverables based on their relative stand-alone selling price. Consideration comprises the price of the device and the first month of service fees.

•

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

RESPONSE:

As required under ASC 460-10-35-4, T-Mobile accounts for increases in the guarantee liability in accordance with ASC 450-20.  T-Mobile assesses the guarantee liability at each reporting date to determine if facts and circumstances would indicate the incurrence of an incremental contingent liability is probable and if so, reasonably

estimable.  Increases in the guarantee liability as a result of this assessment are recorded in the current period as a reduction of revenue as the original liability arose from a revenue transaction with a customer.

•

 How you determined the standalone value of your equipment sale

RESPONSE:

The standalone value of an equipment sale is determined based on the price a device is sold to a consumer who is not also a T-Mobile monthly wireless service customer.

•

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

RESPONSE:

Equipment revenue is recorded upon satisfaction of recognition parameters in accordance with ASC 605-10-25 and ASC 605-10-S25 at the fair value of consideration received, including cash payments and EIP receivables.  When delivery of the device has occurred and payment is reasonably assured, equipment revenue is recognized provided the other criteria of revenue recognition are satisfied.  Standard EIP contract terms state that the customer agrees to make payments on the device according to the established payment schedule subject to delivery of the device.  The contract terms also state that cancellation of a monthly wireless service plan results in the remaining unpaid balance being declared due and payable.

REVISED DISCLOSURE:

In response to the Staff’s comment, T-Mobile intends to include additional disclosure in the financial statements in future filings substantially similar to the underlined language set forth below:

Revenue Recognition

The Company sells both wireless services and equipment to customers through its company-owned sales channels.  For contracts that involve multiple components entered into at or near the same time, such as wireless services and equipment, revenue is allocated between the separate units of accounting, based on such components' relative selling prices on a standalone basis.  This is subject to the requirement that revenue recognized is limited to the amounts already received from the customer that are not contingent upon the delivery of additional products or services to the customer in the future.  To the extent the Company charges nonrefundable, up-front activation fees and associated costs, the related revenues are deferred and amortized over the estimated term of the customer relationship.  For customers enrolled in JUMP!, the Company treats the JUMP! trade-in right as a component in a multiple element arrangement and defers equipment sales revenue in the amount of the fair value of the trade-in right.  See Guarantee Liabilities for more information.

Guarantee Liabilities

T-Mobile offers a handset upgrade program, JUMP!, which provides eligible customers a specified-price trade-in right to upgrade their device.  Participating customers must purchase a device from T-Mobile, have a qualifying monthly wireless service plan with T-Mobile, and finance their device using an EIP, which is treated as a single multiple-element arrangement when entered into at or near the same time.  Upon qualifying JUMP! program upgrades, the customers’ remaining EIP balance is satisfied provided they trade in their eligible used device in good working condition and purchase a new device from T-Mobile on a new EIP.

For customers who enroll in the trade-in programs, the Company defers the portion of equipment sales revenue which represents the estimated value of the specified-price trade-in right guarantee.  The guarantee liabilities are valued based on various economic and customer behavioral assumptions, including the customer's estimated

remaining EIP balance at trade-in, the expected fair value of the used handset at trade-in, and the probability and timing of trade-in.  T-Mobile assesses guarantee liabilities at each reporting date to determine if facts and circumstances would indicate the incurrence of incremental contingent liabilities is probable and if so, reasonably estimable.  The recognition and subsequent adjustments of the contingent guarantee liability as a result of these assessments are recorded as adjustments to revenue.  When customers upgrade their devices, the difference between the trade-in credit to the customer and the fair value of the returned devices is recorded against the guarantee liabilities.

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 Deutsche Telekom transactions. Also tell us if you believe the carrying value of the transferred spectrum approximated its fair value.

RESPONSE:

Of the AWS and PCS spectrum licenses transferred to Verizon, approximately $558 million, or 26%, of the fair value of the spectrum licenses transferred was acquired by T-Mobile through the MetroPCS business combination or the Deutsche Telekom transaction.  None of the AWS and PCS spectrum licenses transferred to Verizon was acquired as part of the U.S. Cellular transaction.  The carrying values of the transferred spectrum licenses were collectively less than their fair values which resulted in the recognition of non-cash gains.  Of the total non-cash gain recognized, approximately $48 million, or 7%, related to the spectrum licenses acquired in the MetroPCS or Deutsche Telekom transactions.

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

3.

 Please tell us and disclose how you’ve determined 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 810 subsections for variable interest entities (VIE’s) in your response.

RESPONSE:

In accordance with ASC 810-10-25-38A, T-Mobile determined that while the Company has the obligation to absorb losses that could potentially be significant to the VIE as a result of the contractual requirement to repurchase certain receivables, it lacked the power to direct the activities that most significantly impact the VIE’s economic performance.

The activities that most significantly impact the VIE’s economic performance include entering into legal agreements, purchase of the receivables, on-sale of participating interest to other purchasers and related funding of the VIE, and servicing of the receivables.  T-Mobile cannot cause the VIE to enter into legal agreements to purchase or sell assets.  Selecting which receivables are purchased in the factoring arrangement is a shared power between T-Mobile and the counterparty to this arrangement and parameters for selecting receivables to be sold are defined pursuant to the factoring arrangement.  T-Mobile has no influence in determining whether the VIE will on-sell interests in service receivables to other purchasers as an alternative or additional funding source.  Lastly, T-Mobile is operating as a servicing agent

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

May 10, 2012
 Via E-mail

Mr. J. Braxton Carter Chief Financial Officer  MetroPCS Communications, Inc. 2250 Lakeside Boulevard Richardson, TX  75082-4304
Re: MetroPCS Communications, Inc.
 Form 10-K for the fiscal year ended December 31, 2011
Filed February 29, 2012 File No. 001-33409

Dear Mr. Carter:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Carlos Pacho for

Larry Spirgel Assistant Director

CORRESP
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		SEC Comment Letter

April 20, 2012

Sent Via Facsimile and EDGAR Transmission

Division of Corporate Finance

Securities and Exchange Commission

100 F Street N.E.

Mail Stop 3720

Washington, DC 20549

Attention:  Larry Spirgel, Carlos Pacho and Leigh Ann Schultz

RE:

 MetroPCS Communications, Inc. File No. 001-33409:

Form 10-K for the year ended December 31, 2011, Filed February 29, 2012

Response to SEC Staff Comments dated April 6, 2012

Dear Sir/Madam:

MetroPCS Communications, Inc., Commission File Number 001-33409 (the “Company”), is pleased to respond to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter, dated April 6, 2012 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2011 (the “Annual Report”).  The Company confirms that it intends to comply with the Staff’s comments in our future filings, as applicable.

For your convenience, the Company has repeated the comment of the Staff exactly as given in the Comment Letter and sets forth its responses below.  In order to explain to the Staff the manner in which the Company intends to comply in future filings, it has provided in its response the sample disclosure format that has been marked to show the proposed changes in response to the Staff’s comments.  Capitalized terms used in this letter and not defined herein have the meanings given to them in the Company’s Annual Report.

Form 10-K for the Fiscal Year Ended December 31, 2011

Note 2.  Summary of Significant Accounting Policies, page F-6

Revenues, page F-9

1.

 We refer to your sale of handsets to indirect retailers.  With a view toward providing enhanced disclosure in future filings, please tell us the nature of any incentives or commissions you provide to your retailers and your accounting for the related payments, including timing of when the payments are recorded.  Provide your basis in U.S. GAAP.

_____________________________________________________________________________________________________

2250 Lakeside Boulevard    l    Richardson, TX 75082    l    Phone: 214-570-5812    l    Fax: 214-570-5860

Securities and Exchange Commission Response Letter

April 20, 2012

Page 2

Response:

In response to the Staff’s request for more information regarding the nature of the incentives or commissions the Company provides to indirect retailers in connection with the sale of our handsets and how the Company accounts for such payments, the Company provides commissions to indirect retailers for activations of new handsets for new subscribers, reactivations of handsets with previous history on the Company’s network (i.e. used handset, new activation), and for handset changes to a new device for existing subscribers. Commissions are recorded when earned by the indirect retailer at subscriber activation or handset change, and a corresponding liability is created until payment has occurred.  Commissions on new activations and handset changes are recorded as a reduction of equipment revenue based upon FASB ASC 605-50-45-2, Customer Payments and Incentives, which states that cash consideration (including a sales incentive) given by a vendor to a customer is presumed to be a reduction of the selling prices of the vendor’s products or services and, therefore, shall be characterized as a reduction of revenue when recognized in the vendor’s income statement.  Commissions for reactivations are treated as an expense, since no related equipment revenue is recognized.

In response to the Staff’s comments, in future filings, the Company will modify its disclosure relating to indirect retailer commissions as indicated on page 4 below in this letter.

2.

 We see that for equipment sales to indirect retailers you defer revenue and the related charges (i.e. net equipment subsidy) until the service is activated by the end customer.  Tell us why you don’t record the net equipment subsidy at the time of shipment to the indirect retailer.  In your analysis, tell us whether you consider the indirect retailer an agent and how you applied the criteria in FASB ASC 605-45. Additionally, tell us whether you have consignment arrangements with your indirect retailers.

Response:

In response to the Staff’s request for more information related to the net equipment subsidy, utilizing the guidance under FASB ASC 605-15, Revenue Recognition – Products, the Company considers the sale of handsets by an indirect retailer a consignment relationship where the indirect retailer does not assume all the risk and rewards associated with the purchase of handsets at the time of shipment to the indirect retailer.  Additionally, the Company considers the indirect dealer an agent based on the guidance under FASB ASC 605-45, Revenue Recognition – Principal Agent Considerations.  As a result, equipment revenue is recognized upon activation of the handset by the customer.

Although title to the product does pass to the indirect retailer at the time of shipment, this factor is mitigated based on the Company’s customary business practices that indicate the arrangement with the indirect retailer is one of consignment.

ASC 605-45-45-6 states in part that “an entity’s risk may be reduced significantly or essentially eliminated if the entity has the right to return unsold products to the supplier or receives inventory price protection from the supplier.”  It is the Company’s customary business practice to offer price

_____________________________________________________________________________________________________

2250 Lakeside Boulevard    l    Richardson, TX 75082    l    Phone: 214-570-5812    l    Fax: 214-570-5860

Securities and Exchange Commission Response Letter

April 20, 2012

Page 3

protection to indirect retailers in the event of a Company decision to reduce handset prices.  The Company typically provides an adjustment or credit to the indirect retailer for an amount of the price change for the inventory the indirect retailer has on hand.  Pricing of handsets is extremely volatile and competitive given the nature of the industry and customer demand changes rapidly.  Therefore, it is not feasible to reasonably estimate at the time of shipment which handset prices would be later adjusted, and hence what the ultimate sales price to the indirect retailer might be.  Since the Company has a practice of providing credits back for a portion of the original sales price in the event of a Company driven price reduction to protect the indirect retailer from incurring a loss on the value of unsold inventory, this indicates the price of the handset is not fixed and determinable at the outset of the arrangement and the Company has retained inventory risk related to the handset.

In addition, although the indirect retailer is permitted contractually to charge an amount other than the suggested retail price, the suggested retail price is typically used in practice.  This is evidenced by monitoring of indirect retailer activity within the Company’s markets, and the lack of apparent competition between indirect retailers and Company owned stores.  In addition, the Company provides the indirect retailer with collateral and marketing material with the suggested retail pricing, and provides updated collateral in the event of a price change or promotion.  The Company’s ability to influence control over the pricing of the handset, which effectively results in more consistent pricing, further supports the relationship is one of consignment. Moreover, indirect retailers do not change the product nor do they perform part of the actual services provided to the end customer other than delivery of the handset upon purchase and activation of the handset.  Indirect retailers also do not have any discretion in supplier selection, and they are not involved in the determination of product or service specifications.

Customers are permitted to return handsets for a full refund within a certain period of time from purchase.  ASC 605-45-45-5 states in part that general inventory risk exists if an entity takes title to a product if it is returned by the customer (that is, back-end inventory risk) and the customer has a right of return.  If a customer returns a handset to an indirect retailer where purchased, the indirect retailer is entitled to receive a full refund from the Company under the Company’s return policy.  Therefore, the indirect retailer does not have inventory risk for returns further supporting the relationship with the indirect retailer is one of consignment.  The Company is able to estimate the amount of customer returns after handset activation and during the permitted return period based on historical return rates and provides for an allowance as of period end.  The allowance amounts have historically been immaterial.

Furthermore, the commission to the indirect retailer is based on the rate plan selected by the end customer.  Although the indirect retailer is commissioned on the full amount of the first month rate plan value, this amount is unknown at the time the handset is shipped to the indirect retailer.  As such, the amount of net consideration to be received from the indirect retailer is known only at the time of customer activation.  Therefore, the price received from the indirect retailer for the handset is not considered to be fixed and determinable at the time of shipment to the indirect retailer, thus further supporting the recognition of the equipment revenue at time of activation.

ASC 605-45-17 indicates, if the entity “earns a stated percentage of the amount billed to a customer, that fact may indicate that the entity is an agent of the supplier and should record revenue net based on the amount retained.”   Indirect retailers are commissioned based on the rate plan selected by the end customer indicating that the indirect retailer is acting as an agent of the Company.

_____________________________________________________________________________________________________

2250 Lakeside Boulevard    l    Richardson, TX 75082    l    Phone: 214-570-5812    l    Fax: 214-570-5860

Securities and Exchange Commission Response Letter

April 20, 2012

Page 4

In summary, the arrangements for the distribution of handsets with indirect retailers are considered those of consignment rather than a sale, and indirect retailers are considered agents of the Company for the reasons discussed above.  Accordingly, the Company defers recognition in the income statement of the sale of handsets and the related cost of equipment until the handset is activated by the customer.

In response to the Staff’s comments, in future filings, the Company will modify its disclosure relating to revenues in reference to the above items in a manner similar to the following:

2. Summary of Significant Accounting Policies: Revenues (sixth and seventh paragraphs):

Equipment revenues arise from the sale of handsets and accessories. Revenues and related costs from the sale of handsets in the Company's retail locations are recognized at the point of sale. Handsets shipped to indirect retailers are recorded as deferred revenue and deferred charges upon shipment by the Company and are recognized as equipment revenues and related costs when service is activated by its customers, since the level of potential price protections and commissions ultimately granted to indirect retailers is not reliably estimable until the handsets are sold by such indirect retailers to customers. Revenues and related costs from the sale of accessories through Company owned stores are recognized at the point of sale. Accessories sold by indirect retailers are purchased from third party distributors rather than the Company.  The costs of handsets and accessories sold are recorded in cost of equipment at average cost.

Sales incentives offered without charge to customers related to the sale of handsets are recognized as a reduction of revenue when the related equipment revenue is recognized. Indirect retailers are commissioned on activations of new handsets.  These commissions are recognized as a reduction to equipment revenue when the equipment revenue is recognized under the guidance of FASB ASC 605-50.  Indirect retailers are also commissioned on reactivations.  Reactivation commissions with no related equipment purchase are recognized as an expense when earned at activation.  Through January 2010, customers had the right to return handsets within 30 days or 60 minutes of usage, whichever occurred first. In January 2010, the Company amended the terms of its return policy to allow customers the right to return handsets within 7 days and 60 minutes of usage.

_____________________________________________________________________________________________________

2250 Lakeside Boulevard    l    Richardson, TX 75082    l    Phone: 214-570-5812    l    Fax: 214-570-5860

Securities and Exchange Commission Response Letter

April 20, 2012

Page 5

As requested, the Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosures in the filing;

•

 Staff comments or changes to disclosure in response 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.

If you have any questions or further comments on our response or future filings, please direct such to me at (214) 570-5812, facsimile number (214) 570-5860, or by electronic mail to bcarter@metropcs.com.  Please send written correspondence to my attention at 2250 Lakeside Blvd., Richardson, TX 75082.  Thank you for your assistance.

Sincerely,

/s/ J. Braxton Carter

J. Braxton Carter

Chief Financial Officer & Vice Chairman

MetroPCS Communications, Inc.

_____________________________________________________________________________________________________

2250 Lakeside Boulevard    l    Richardson, TX 75082    l    Phone: 214-570-5812    l    Fax: 214-570-5860

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 April 6, 2012
 Via E-mail

Mr. J. Braxton Carter Chief Financial Officer  MetroPCS Communications, Inc. 2250 Lakeside Boulevard Richardson, TX  75082-4304
Re: MetroPCS Communications, Inc.
 Form 10-K for the fiscal year ended December 31, 2011
Filed February 29, 2012 File No. 001-33409

Dear Mr. Carter:

 We have limited our review to only y our financial statements and related
disclosures and do not intend to expand our revi ew to other portions of your documents.
Please comply with the following comments 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 info rmation so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
 After reviewing the information you provide  in response to these comments, we
may have additional comments.          Form 10-K for the fiscal year ended December 31, 2011

Note 2.  Summary of Significant Accounting Policies, page F-6

Revenues, page F-9
 1. We refer to your sale of handsets to i ndirect retailers.  With a view toward
providing enhanced disclosure in future filings, please tell us the nature of any

Mr. J. Braxton Carter
MetroPCS Communications, Inc. April 6, 2012 Page 2
 incentives or commissions you provide to your retailers and y our accounting for
the related payments, including the timing of when the payments are recorded.
Provide your basis in U.S. GAAP.

2. We see that for equipment sales to indi rect retailers you defer revenue and the
related charges (i.e. net equipment subsi dy) until service is activated by the end
customer.  Tell us why you don’t record th e net equipment subs idy at the time of
shipment to the indirect retailer.  In your  analysis, tell us whether you consider the
indirect retailer an agen t and how you applied the crit eria in FASB ASC 605-45.
Additionally, tell us whether you have consignment arrangements with your
indirect retailers.
 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 Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.
 In responding to our comments, please provi de 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 response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

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

You may contact Leigh Ann Schultz at ( 202) 551-3628 or Carlos Pacho, Senior
Assistant Chief Accountant, at (202) 551- 3835 if you have questions regarding these
comments.  You may also contact me at (202) 551-3815 with any other questions.

Sincerely,
       / s /  C a r l o s  P a c h o  f o r
 Larry Spirgel Assistant Director

August 16, 2011
  Via email

Mr. J. Braxton Carter Chief Financial Officer MetroPCS Communications, Inc.  2250 Lakeside Boulevard Richardson, Texas 75082

Re: MetroPCS Communications, Inc.
Form 10-K for Fiscal Year  Ended December 31, 2010
  Filed March 1, 2011   File no. 1-33409

Dear Mr. Carter:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Terry French for
Larry Spirgel Assistant Director

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Correspondence

 August 9, 2011

 Sent Via Facsimile and EDGAR Transmission

 Division of Corporation Finance

Securities and Exchange Commission

 Mail Stop
3720

 Washington, D.C. 20549

Attention: Kate Beukenkamp, Larry Spirgel, Kathleen Krebs, Michael Henderson and Terry French

RE:

 MetroPCS Communications, Inc., File No. 1-33409:

 Form 10-K for the year ended December 31, 2010, Filed March 1, 2011,

 Form 10-Q for the
Quarter Ended March 31, 2011, Filed May 6, 2011

 Response to SEC Staff Comments dated June 29, 2011

 Dear Sir/Madam:

MetroPCS Communications, Inc., Commission File Number 1-33409 (the “Company”), is pleased to respond to the comments provided by the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter, dated June 29, 2011 (the “Comment Letter”), with respect to the Company’s Annual
Report on Form 10-K for the Fiscal Year Ended December 31, 2010 (File No. 1-33409) (the “Annual Report”), the Company’s Definitive Proxy Statement for the 2011 Annual Meeting of Stockholders (the
“Proxy”), filed on April 19, 2011 with the Commission and incorporated by reference into Part III of the Annual Report, and the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2011 (the
“Quarterly Report”). The Company confirms that it intends to comply with the Staff’s comments in our future filings, as applicable.

 For your convenience, the Company has repeated the comment of the Staff exactly as given in the Comment Letter and sets forth its responses below. In order to explain to the Staff the manner in which the
Company intends to comply in future filings, it has provided in certain responses the sample disclosure format that has been marked to show the proposed changes in response to the Staff’s comments. Capitalized terms used in this letter and not
defined herein have the meanings given to them in the Company’s Annual Report, the Company’s Proxy or the Company’s Quarterly Report, as applicable.

2250 Lakeside Boulevard    •     Richardson, TX
75082    •     Phone: 214-570-5812    •     Fax: 214-570-5860

 Securities and Exchange Commission Response Letter

August 9, 2011

  Page
 2

 Form 10-K for the Fiscal Year Ended December 31, 2010

Financial Statements, Note 14. Income Taxes, page F-27

1.
We note that you have recorded income before income taxes for all years presented. Tell us, and disclose in future filings, the reasons why you have not recognized a
current federal income tax provision. Also, tell us and disclose the reasons why most if not all of your income tax expense was deferred for each of the years presented.

Response:

In response to the Staff’s request for additional information, regarding why the Company has not recognized a current federal income
tax provision, the Company has not recognized a current federal income tax provision because the Company generated federal tax net operating losses (“NOLs”) in each of the periods presented. The Company’s federal tax NOLs were
primarily a result of book/tax preference items related to accelerated tax depreciation of fixed assets and amortization of intangibles.

 In response to the Staff’s request for information regarding why most of the Company’s income tax expense was deferred for each of the years presented, most if not all of the income tax expense
was recorded as deferred tax expense for each of the years presented due to the generation of NOLs. The Company records income taxes pursuant to FASB Accounting Standards Codification (“ASC”) 740 (Topic 740, “Income
Taxes”), which uses an asset and liability approach to account for income taxes, wherein deferred taxes are provided for the effect of temporary differences between the amounts of assets and liabilities recognized for financial reporting
purposes and amounts recognized for federal income tax purposes. The Company has classified its NOLs as deferred tax assets on its consolidated balance sheets as of December 31, 2010 and 2009. The composition of the Company’s net deferred
tax liability as of these periods is disclosed in the third paragraph of Note 14 on the top of page F-28 of the Annual Report.

In response to the Staff’s comments, in future filings, the Company will modify its disclosure relating to the federal income tax
provision in a manner similar to the following:

 14. Income Taxes: (fifth paragraph)

At December 31, 2010 the Company has approximately $978.2 million and $353.6 million of financial reporting net operating loss
carryforwards for federal and state income tax purposes, respectively. The Company has no current federal income tax liability as of December 31, 2010 and 2009. The Company’s net operating loss carryforwards for federal and state
tax purposes were approximately $103.5 million and $68.5 million, respectively, greater than its net operating loss carryforwards for financial reporting purposes due to the

2250 Lakeside Boulevard    •     Richardson, TX
75082    •     Phone: 214-570-5812    •     Fax: 214-570-5860

 Securities and Exchange Commission Response Letter

August 9, 2011

  Page
 3

Company’s inability to realize excess tax benefits under ASC 718 until such benefits reduce income taxes payable. The federal net operating loss will begin to expire in 2023. The state net
operating losses will begin to expire in 2013. At December 31, 2010, the Company has approximately $0.1 million of alternative minimum tax credit carryforwards for state income tax purposes. These alternative minimum tax credits carryforward
indefinitely.

 Definitive Proxy Statement Incorporated by Reference into Part III of Form 10-K

Compensation of Directors, page 28

2.
In future filings, please disclose in a footnote to the director compensation table the aggregate number of stock awards and the aggregate number of options awards
outstanding at fiscal year-end for each director. Refer to the Instruction to Item 402(k)(2)(iii) and (iv) of Regulation S-K.

 Response:

 In the Company’s future filings of its Annual Report on
Form 10-K (or if incorporated by reference from the Company’s Proxy Statement for its Annual Meeting of Stockholders of MetroPCS Communications, Inc. (the “Proxy Statement”), the Proxy Statement), the Company will include an
additional disclosure as a footnote to the director compensation table which includes the aggregate number of stock awards and the aggregate number of options awards outstanding at fiscal year-end for each of the directors.

The Company also notes that the aggregate number of stock awards and the aggregate number of option awards outstanding at fiscal year-end
for each director is provided in the footnotes to the Security Ownership of Principal Stockholders table on page 67 of the Company’s Proxy.

 Form 10-Q for the Quarter Ended March 31, 2011

 Index to Exhibits, page 41

3.
We note your indication of “Confidential Treatment Requested” for Exhibit 10.1. We also note you received confidential treatment for the original Master
Service Agreement on June 28, 2010. However, we have not received a confidential treatment request for the amended exhibit. Please submit an application for confidential treatment to the Office of the Secretary for Amendment No. 1 to your
Master Services Agreement filed as Exhibit 10.1. Refer to Staff Legal Bulletin No. 1A.

2250 Lakeside Boulevard    •     Richardson, TX
75082    •     Phone: 214-570-5812    •     Fax: 214-570-5860

 Securities and Exchange Commission Response Letter

August 9, 2011

  Page
 4

 Response:

The Company submitted an application for confidential treatment for Amendment No. 1 to the Master Services Agreement filed as Exhibit
10.1 to the Quarterly Report with the Commission on July 11, 2011. The Commission entered an order granting confidential treatment for Amendment No. 1 to the Master Services Agreement on August 1, 2011.

As requested, the Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings; 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.

 If you have any questions or further comments on our response or future filings, please direct such to
me at (214) 570-5812, facsimile number (214) 570-5860, or by electronic mail to bcarter@metropcs.com. Please send written correspondence to my attention at 2250 Lakeside Blvd., Richardson, Texas 75082. Thank you for your assistance.

Sincerely,

/s/ J. Braxton Carter

J. Braxton Carter

Chief Financial Officer & Vice Chairman

MetroPCS Communications, Inc.

2250 Lakeside Boulevard    •     Richardson, TX
75082    •     Phone: 214-570-5812    •     Fax: 214-570-5860

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Correspondence

August 3, 2011

 Sent Via Facsimile and
EDGAR Transmission

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Kate Beukenkamp,
Larry Spirgel, Kathleen Krebs, Michael Henderson and Terry French

Re:
MetroPCS Communications, Inc., File No. 001-33409

 Form 10-K for the Fiscal Year Ended December 31, 2010, Filed March 1, 2011

 Form 10-Q for the Fiscal Quarter Ended March 31, 2011, Filed May 6, 2011

 Dear
Ms. Beukenkamp:

 This letter is to confirm receipt by MetroPCS Communications, Inc., Commission File Number 1-33409 (the
“Company”), of your letter, dated June 29, 2011, which sets forth comments from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission regarding the
above-referenced filings.

 Pursuant to a telephone conversation between the Company and you on August 2, 2011, please
note that the Company intends to provide, via EDGAR, the responses requested in your letter on or before August 11, 2011.

In the interim, please do not hesitate to contact me at (214) 570-5812 if you have any questions or if we can be of assistance in
any way.

Sincerely,

 /s/ J. Braxton Carter

J. Braxton Carter

Chief Financial Officer & Vice Chairman

 Legal
Department    •    2250 Lakeside Boulevard    •    Richardson, Texas 75082
•    Phone: 214.570.4883    •    Fax: 866.947.3507

June 29, 2011
Via E-mail
Mr. Roger D. Linquist President and Chief Executive Officer MetroPCS Communications Inc.  2250 Lakeside Blvd.  Richardson, TX 75082-4304
Re: MetroPCS Communications Inc.
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed March 1, 2011 Form 10-Q for the Quarter Ended March 31, 2011 Filed May 6, 2011 File No. 001-33409

Dear Mr. Linquist:
 We have reviewed your filings 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 Financial Statements

 Note 14.  Income Taxes, page F-27

1. We note that you have recorded income before income taxes for all years presented.   Tell
us, and disclose in future filings, the r easons why you have not recognized a current
federal income tax provision.  Also, tell us and disclose the reasons w hy most if not all of
your income tax expense was deferred fo r each of the years presented.

Roger D. Linquist  MetroPCS Communications Inc.  June 29, 2011 Page 2

 Definitive Proxy Statement Incorporated by Re ference into Part III of the Form 10-K

 Compensation of Directors, page 28

2. In future filings, please disclose in a foot note to the director compensation table the
aggregate number of stock awards and the aggregate number of option awards
outstanding at fiscal year-end for each director.  Refer to  the Instruction to Item
402(k)(2)(iii) and (iv) of Regulation S-K.
 Form 10-Q for the Quarter Ended March 31, 2011

 Index to Exhibits, page 41

3. We note your indication of “Confidential Treatment Reque sted” for Exhibit 10.1.  We
also note you received confiden tial treatment for the original Master Services Agreement
on June 28, 2010.  However, we have not receive d a confidential treatm ent request for the
amended exhibit.  Please submit an application for confidential treatm ent to the Office of
the Secretary for Amendment No. 1 to your Ma ster Services Agreement filed as Exhibit
10.1.  Refer to Staff Legal Bulletin No. 1A.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response 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 federa l securities laws of  the United States.

Roger D. Linquist  MetroPCS Communications Inc.  June 29, 2011 Page 3

 You may contact Michael He nderson, Staff Accountant, at (202) 551-3364 or Terry
French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments
on the financial statements and related matte rs.  Please contact Ka te Beukenkamp, Staff
Attorney, at (202) 551-6971 or Kathleen Kreb s, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
   /s/ Kathleen Krebs for    Larry Spirgel
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720                  July 6, 2009

J. Braxton Carter
Executive Vice President and Chief Financial Officer  MetroPCS Communications, Inc.  2250 Lakeside Boulevard  Richardson, Texas 75082
RE:  MetroPCS Communications, Inc.
Form 10-K for the year ended December 31, 2008
Filed March 2, 2009
File No. 001-33409

Dear Mr. Carter:
We have completed our review of your Form 10-K and have no further comments
at this time.

Sincerely,

     Celeste M. Murphy      L e g a l  B r a n c h  C h i e f
                  Cc:  William D. Howell, Esq.   Baker Botts L.L.P.   Via Facsimile: (214) 661-4418

CORRESP
1
filename1.htm

Response Letter to the SEC

 July 1, 2009

 Sent Via Facsimile and EDGAR Transmission

 Division
of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 3720

 Washington, D.C. 20549

 Attention:
Terry French, Claire DeLabar, Reid Hooper and Celeste M. Murphy

RE:
MetroPCS Communications, Inc.

Form 10-K for the year ended December 31, 2008

Filed March 2, 2009

File No. 1-33409

Response to SEC Staff Comments dated June 25, 2009

 MetroPCS
Communications, Inc. (the “Company”) is pleased to respond to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter, dated June 25, 2009
(the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2008 (File No. 1-33409) (the “Annual Report”). Except as otherwise noted in the Company’s
response below, we confirm that we intend to comply with the Staff’s comments in our future filings, as applicable.

 For your convenience, we have
repeated the comment of the Staff exactly as given in the Comment Letter and set forth our response below. Capitalized terms used in this memorandum and not defined herein have the meanings given to them in the Company’s Annual Report.

 Form 10-K for the year ended December 31, 2008

 Management’s Discussion and Analysis, pages 52-84

1.
Refer to your response to prior comment 3 in our letter dated May 21, 2009. We note that you use the market approach to value FCC licenses that are in areas which you do not
have formalized build-out plans. Due to the limited market activity for FCC licenses and differences in the use of various licenses based on spectrum and location, it appears that ascertaining a market value for such licenses may be quite complex.
Please help us understand your use of a market approach by providing the following information:

•

 the reasons why you use the market approach for licenses covering areas where you do not currently have a formalized build-out plan,

 Securities and Exchange Commission Response Letter

 July 1, 2009

  Page
 2

•

 the basis for your belief that you can arrive at a reasonable determination of fair value using the market approach, including a discussion of your assumptions,

•

 whether you have developed internal company estimates of cash flow projections for these licenses,

•

 describe how you intend to use the licenses that do not have a formalized build-out plan,

•

 how you determined that the FCC Auction 66 values are comparable to your licenses, clarifying whether you utilized initial auction values or resale market values
as of the date of your impairment test, and

•

 the carrying amount of FCC licenses that are valued on the market approach.

 Response: The carrying amount of FCC licenses that were valued using a market approach totaled approximately $22.2 million or 0.92% of the total
carrying value of all of the Company’s FCC licenses and 0.35% of the Company’s total assets at December 31, 2008. Subsequent to December 31, 2008, more than 50% of the carrying value of these FCC licenses for which the Company
has no current formalized build-out plans was exchanged with a third-party for FCC licenses in markets where the Company does have formalized build-out plans. Consequently, FCC licenses valued using the market approach represented only 0.35% of the
total carrying value of all of the Company’s FCC licenses and 0.12% of the Company’s total assets at March 31, 2009.

 With
respect to the Staff’s inquiry regarding the reasons why the Company uses a market approach for valuing licenses covering areas where the Company does not currently have a formalized build-out plan, the Company believes the market approach
yields a reasonable approximation of the value of those licenses, given the approach is used for an insignificant portion of the total carrying value of the Company’s FCC licenses and results in an estimate of the price that could reasonably be
expected to be realized from the sale of the subject assets.

 Initial auction values of third-party transactions in FCC Auction 66 advanced
wireless services spectrum were utilized as an indication of fair value because the licenses being valued using a market approach were purchased in FCC Auction 66. The Company also compiled available information with respect to third-party resale
transactions of advanced wireless services spectrum subsequent to the auction, and in such

 2250 Lakeside Boulevard    •     Richardson, TX 75082    •    Phone: 214-570-5812    •    Fax:
214-570-5860

 Securities and Exchange Commission Response Letter

 July 1, 2009

  Page
 3

transactions there have been no indications of a decrease in value from the Auction 66 values.

 The Company did not develop internal company estimates of cash flow projections for these advanced wireless services spectrum licenses because at the
time the valuation was performed, it had no current formalized build-out plans for such licenses and the licenses represented an insignificant portion of the total carrying value of the Company’s FCC licenses. The Company may in the future
determine to build-out some or all of the licensed areas, sell or exchange such licensed areas, or continue to hold these licensed areas as assets of the Company.

 As noted above, the carrying amount of FCC licenses at December 31, 2008 that were valued using a market approach was 0.92% of the total carrying value of all of the Company’s FCC licenses. Subsequent to
December 31, 2008, the Company consummated a license exchange for more than 50% of the carrying value of these FCC licenses for which it currently has no formalized build-out plans, and as a result, licenses valued using the market approach
represented only 0.35% of the total carrying value of all FCC licenses on the Company’s balance sheet at March 31, 2009. The transaction involving the exchange of spectrum validated that no previous impairment had occurred relating to the
carrying value of the spectrum which was exchanged.

 Please direct your questions or comments to me at (214) 570-5812. In addition, we respectfully
request that you provide a facsimile of any additional comments you may have to my attention at (214) 570-5860. Please send written correspondence to my attention at 2250 Lakeside Blvd., Richardson, Texas 75082. Thank you for your assistance.

 Sincerely,

 /s/ J. Braxton Carter

 J. Braxton Carter

 Executive Vice President and Chief Financial Officer

 MetroPCS Communications, Inc.

 2250 Lakeside Boulevard    •     Richardson, TX 75082    •    Phone: 214-570-5812    •    Fax:
214-570-5860

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
         June 25, 2009  J. Braxton Carter  Executive Vice President and Chief Financial Officer  MetroPCS Communications, Inc.  2250 Lakeside Boulevard  Richardson, Texas 75082
RE: MetroPCS Communications, Inc.  Form 10-K for the year ended December 31, 2008
Filed March 2, 2009
File No. 001-33409

Dear Mr. Carter:
We have reviewed your supplemental respons e letter dated June 4, 2009 as well as the
above referenced filing and have the following comme nt.   We have asked you to provide us with
supplemental information so we may better understa nd your disclosure.  Please be as detailed as
necessary in your explanation.  After reviewing this informa tion, we may or may not raise
additional comments.   Form 10-K for the year ended December 31, 2008

Management’s Discussion and Analysis, pages 52-84
 1. Refer to your response to prior comment 3 in our letter dated May 21, 2009.  We note that
you use the market approach to value FCC licen ses that are in areas which you do not have
formalized build-out plans.  Due to the limited market activity for FCC licenses and differences in the use of various licenses based on spectrum and lo cation, it appears that
ascertaining a market value for such license s may be quite complex.  Please help us
understand your use of a market approach  by providing the following information:

• the reasons why you use the market approach for licenses covering areas
where you do not currently have a formalized build-out plan,

• the basis for your belief that you can arrive at a reasonable determination of
fair value using the market appro ach, including a discussion of your
assumptions,

• whether you have developed internal  company estimates of cash flow
projections for these licenses,

MetroPCS Communications, Inc.
June 25, 2009 Page 2
• describe how you intend to use the li censes that do not have a formalized
build-out plan,

• how you determined that the FCC Aucti on 66 values are comparable to your
licenses, clarifying whether you utilized ini tial auction values or resale market
values as of the date of your impairment test, and

• the carrying amount of FCC licenses th at are valued based on the market
approach.

Please respond to these comments thr ough correspondence over EDGAR within 10
business days or tell us when you will provide us  with a response.   You may contact Claire
DeLabar, Staff Accountant, at  (202) 551-3349, or Terry French, Accounting Branch Chief, at
(202) 551-3828 if you have questions regardi ng comments on the financial statements and
related matters.  You may contact Reid Hooper,  Staff Attorney, at (202) 551-3359, or me, at
(202) 551-3257 with any other questions.                     S i n c e r e l y ,                      Celeste M. Murphy          L e g a l  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 June 4, 2009

 Sent Via
Facsimile and EDGAR Transmission

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 3720

 Washington, D.C. 20549

 Attention: Larry Spirgel, Terry French, Claire DeLabar, Reid Hooper and Celeste M. Murphy

RE:

 MetroPCS Communications, Inc.

 Form 10-K for the year
ended December 31, 2008

 Filed March 2, 2009

 File No.
1-33409

 Response to SEC Staff Comments dated May 21, 2009

 MetroPCS Communications, Inc. (the “Company”) is pleased to respond to the comments provided by the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter, dated May 21, 2009 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for
the Fiscal Year Ended December 31, 2008 (File No. 1-33409) (the “Annual Report”) and the Company’s Definitive Proxy Statement on Schedule 14A for the 2009 Annual Meeting of Stockholders filed on April 15, 2009
incorporated by reference into Part III of the Annual Report (the “Proxy Statement”). Except as otherwise noted in the Company’s responses below, we confirm that we intend to comply with the Staff’s comments in our future
filings, as applicable.

 For your convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter and set forth our response
below each such comment. In order to explain to the Staff the manner in which we intend to comply in future filings, certain portions of our responses are provided in sample disclosure format that have been marked to show the proposed changes in
response to the Staff’s comments. Capitalized terms used in this memorandum and not defined herein have the meanings given to them in the Company’s Annual Report.

 Form 10-K for the year ended December 31, 2008

 Management’s Discussion and Analysis, pages 52-84

1.
We note on page 18 that Royal Street may not be permitted to enter into relationships with you in future auctions and receive DE benefits. We also note that the existing licenses
were grandfathered. Please expand the discussion on page 18 and on page 56 in MD&A to clarify whether existing licenses may be renewed under the grandfathered provisions or whether there is a risk of losing existing FCC licenses. Please also
tell us why you believe that this is not a material contingency requiring disclosure in Note 12 to the financial statements on page F-24.

 Securities and Exchange Commission Response Letter

 June 4, 2009

  Page
 2

 Response:
As disclosed on page 18 of the Company’s Annual Report, the grandfathering provisions of the latest designated entity (“DE”) rules (the “New DE Requirements”) of the Federal Communications Commission (“FCC”) apply
to licenses awarded to DEs before April 25, 2006. While the FCC Order promulgating the New DE Requirements states that the Commission may reconsider a DE applicant’s eligibility for grandfathered benefits in the
context of an assignment, transfer of control or spectrum lease application, the FCC Order makes no mention of doing so in the context of a renewal. The licenses held by Royal Street Communications, LLC and its subsidiaries
(collectively, “Royal Street”) were awarded in December 2005 and therefore are grandfathered under the New DE Requirements, without regard to when they are due to be renewed. In addition, as is also disclosed
on page 18 of the Company’s Annual Report, Royal Street could cease to qualify as a DE after five years (December 2010) without being subject to unjust enrichment payments or loss of its licenses. The initial license term
for each of Royal Street’s DE licenses is ten years, making them subject to renewal in 2015. At that time, Royal Street will no longer be required to maintain its grandfathered status or to qualify
as a DE to be eligible to renew its licenses. Based on the foregoing, we do not believe that the grandfathering provision in and of itself subjects us to any material contingency, nor do we believe such provision increases the risk of
loss of any license granted to Royal Street in which we would be required to disclose a material contingency in Note 12 to the Financial Statements on page F-24.

 However, in response to the Staff’s Comments, in future filings the Company will revise its disclosure and discuss the renewal of Royal Street’s existing licenses under the grandfathering provisions in a
manner similar to the following:

 Designated Entity Requirements (third paragraph)

 In 2006, the FCC adopted new DE requirements that apply to all licenses initially granted awarded after
April 25, 2006, or New DE Requirements. First, the FCC found that an entity that enters into an impermissible material relationship, which includes any arrangement whereby a DE leases or resells more than fifty percent of the capacity of its
spectrum or network to third parties, will be ineligible for an award of DE benefits and subject to unjust enrichment payments on a license-by-license basis. Second, the FCC found that any entity which has a spectrum leasing or resale arrangement
(including wholesale arrangements) with an applicant or licensee for more than 25% of the applicant’s total spectrum capacity on a license-by-license basis will be considered to have an attributable interest in the applicant or licensee. Royal
Street’s existing relationships arrangements with us are grandfathered under the New DE Requirements and Royal Street
is

 2250 Lakeside Boulevard    •    Richardson, TX 75082    •    Phone:
214-570-5812    •    Fax: 214-570-5860

 Securities and Exchange Commission Response Letter

 June 4, 2009

  Page
 3

not subject to the New DE Requirements with respect to its existing licenses which were granted before April 25, 2006. However, the.
However, the New DE Requirements will not permit Royal Street to enter into the same relationshiparrangements it currently has with us for any future FCC auctions and receive DE benefits, including bidding credits. In
addition, Royal Street will not be able to acquire any additional DE licenses in the future, resell services to us on those licenses on the same basis as the existing arrangements, or materially change its existing arrangements with us, without
making itself ineligible for DE benefits. Royal Street’s licenses were awarded by the FCC prior to April 25, 2006 and thus are grandfathered under the New DE Requirements. A grandfathered license may be
renewed without loss of its grandfathered status. In addition, Royal Street could cease to qualify as a DE after five years, or December 2010, without being subject to unjust enrichment payments or loss
of its licenses. The initial license term for each of Royal Street’s DE licenses is ten years, making such licenses subject to renewal in 2015. At that time, Royal Street will no longer be required to
maintain its grandfathered status or to qualify as a DE to be eligible to renew its licenses.

2.
Refer to your critical accounting policy for Long-Term investments on pages 55, discussion of Liquidity on page 77, discussion of results of operations throughout MD&A and
Note 5 to the financial statements on page F-17. Please expand the disclosures to include:

•

 the key terms of your auction rate securities, including maturity dates, auction reset provisions and interest rate provisions,

•

 the nature of the collateral, including an indication of credit quality,

•

 the cause for the impairment, that is whether due to credit or liquidity issues and

•

 the methodology used to estimate the fair value of the auction rates securities and record the impairment charge, including key assumptions.

 Please also revise to disclose the number and dollar value of failed auctions, whether any auction rate securities
were sold during the period and whether losses were realized upon the sale and how or when the principal of your auction rate securities will become available, that is, through successful auctions, locating buyers outside of the auction process,
maturity or redemption by issuer.

 2250 Lakeside Boulevard    •    Richardson, TX
75082    •    Phone: 214-570-5812    •    Fax: 214-570-5860

 Securities and Exchange Commission Response Letter

 June 4, 2009

  Page
 4

 Response:
In future filings, the Company will expand and modify its disclosures relating to auction rate securities to include additional information based on the Staff’s comment, giving consideration to the materiality of the auction rate securities in
the context of the Company’s financial statements and liquidity position. At December 31, 2008, the estimated fair value of the Company’s auction rate securities was approximately .09% of the Company’s total assets and
represented an immaterial exposure for the Company’s liquidity position. We respectfully submit that we believe disclosing the details of the auction reset provisions and the number and dollar value of the failed auctions for our ten auction
rate securities is not meaningful and would not be meaningful to an investor in making an investment decision considering the immaterial exposure to the Company’s financial statements and liquidity position. The Company will revise its
disclosure in future filings in a manner similar to the following:

 Critical Accounting Policies and Estimates

 Long-Term Investments

 We account for our investment securities in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and
Equity Securities.” At December 31, 2008, all of the Company’s long-term investment securities were reported at fair value. Due to the lack of availability of observable market quotes on our investment portfolio of auction rate
securities, the fair value was estimated based on valuation models that rely exclusively on unobservable inputs including those that are based on expected cash flow streams and collateral values, including assessments of counterparty credit quality,
default risk underlying the security, discount rates and overall capital market liquidity. See Note 10 to the consolidated financial statements included elsewhere in this report.

 Declines in fair value that are considered other-than-temporary are charged to earnings and those that are considered temporary are
reported as a component of other comprehensive income in stockholders’ equity. The Company has recorded an impairment charge of $30.9 million during the year ended December 31, 2008, reflecting the portion of the auction rate security
holdings that the Company has concluded have an other-than-temporary decline in value.

 The valuation of the Company’s
investment portfolio is subject to uncertainties that are difficult to predict. Factors that may impact the Company’s valuation include changes to credit ratings of the securities as well as the underlying assets supporting those securities,
rates of default of the underlying assets, underlying collateral values, discount rates, counterparty risk and ongoing strength and quality of market credit and liquidity. The estimated market value of the Company’s auction rate security
holdings at December 31, 2008 was approximately $6.0 million.

 2250 Lakeside
Boulevard    •    Richardson, TX 75082    •    Phone: 214-570-5812    •    Fax: 214-570-5860

 Securities and Exchange Commission Response Letter

 June 4, 2009

  Page
 5

 With the continuing liquidity issues experienced in the global credit and capital markets, the auction rate securities held by the Company at December 31, 2008 continued to experience failed auctions as the amount of securities
submitted for sale in the auctions exceeded the amount of purchase orders. Since July 2007, there have been no successful auctions for the auction rate securities held by the Company. The Company has not sold any of its
auction rate securities through December 31, 2008. In addition, all of the auction rate securities held by the Company have been downgraded or placed on credit watch. The Company may by at least
one credit reporting agency, with ratings ranging from ‘AA+/Aa3’ to ‘CCC-/Caa3’ as of December 31, 2008. Due to the continued severity in the capital markets,
deterioration of the credit quality of the underlying assets, and the length of time until the auction rate securities mature, the Company believes that full recovery is not probable and it may continue to incur additional impairments to its
auction rate securities which may be up to the full remaining value of such auction rate securities.

 Liquidity and
Capital Resources (third paragraph through sixth paragraph)

 During the year ended December 31, 2007, we made an
original investment of $133.9 million in principal in certainten auction rate securities, with maturity dates through 2046, substantially all of which are secured by collateralized debt obligations with a portion of
the underlying collateral being mortgage securities or related to mortgage securities. Consistent with our investment policy guidelines, the auction rate securities investments held by us all had AAA/Aaa credit ratings at the time of purchase. With
the continued liquidity issues experienced in global credit and capital markets, the auction rate securities held by us at December 31, 2008 continue to experience failed auctions as the amount of securities submitted for sale in the auctions
exceeds the amount of purchase orders. Since July 2007, there have been no successful auctions for the auction rate securities held by the Company. In addition, all of the auction rate securities held by us have been
downgraded or placed on credit watch. with ratings ranging from ‘AA+/Aa3’ to ‘CCC-/Caa3’ as of December 31, 2008. The Company has not sold any of
its auction rate securities through December 31, 2008.

 Due to the lack of availability
of observable market quotes on our investment portfolio of auction rate securities, the fair value was estimated based on valuation models that rely exclusively on unobservable inputs including those that are based on expected cash
flow streams and collateral values, including assessments of counterparty credit quality, default

 2250 Lakeside
Boulevard    •    Richardson, TX 75082    •    Phone: 214-570-5812    •    Fax: 214-570-5860

 Securities and Exchange Commission Response Letter

 June 4, 2009

  Page
 6

risk underlying the security, discount rates and overall capital market liquidity. The valuation of our auction rate securities is subject to
uncertainties that are difficult to predict. Factors that may impact the valuation include changes to credit ratings of the securities as well as the underlying assets supporting these securities, rates of default of the underlying assets,
underlying collateral values, discount rates, counterparty risk and ongoing strength and quality of market credit and liquidity. The estimated market value of our auction rate security holdings at December 31, 2008 was approximately $6.0
million, which reflects a $127.9 million cumulative adjustment to the original principal value of $133.9 million. The estimated market value at December 31, 2007 was approximately $36.1 million, which reflected a $97.8 million adjustment to the
aggregate principal value at that date. Although theEach auction rate securities continuesecurity continues to pay interest according to
theirits stated terms, based on valuation models that rely exclusively on unobservable inputs, we ranging from one month LIBOR plus .55% to one month
LIBOR plus 2.5%. Due to the continued severity in the capital markets, deterioration of the credit quality of the underlying assets and the length of time until the auction rate securities mature, we believe that full
recovery is not probable and have recorded an impairment charge of $30.9 million and $97.8 million during the years ended December 31, 2008 and 2007, respectively, reflecting an additional portion of our auction rate security holdings that
we have concluded have an other-than-temporary decline in value. The offsetting increase

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
         May 21, 2009  J. Braxton Carter  Executive Vice President and Chief Financial Officer  MetroPCS Communications, Inc.  2250 Lakeside Boulevard  Richardson, Texas 75082
RE: MetroPCS Communications, Inc.
Form 10-K for the year ended December 31, 2008
Filed March 2, 2009
File No. 001-33409

Dear Mr. Carter:

We have reviewed your filing and have the following comments.  If you disagree with a
comment, we will consider your explanation as to why it is inapplicable or a revision is
unnecessary.  Please be as detailed as  necessary in your explanation.
  Please comply with our comments in future  filings.  Confirm in writing that you will do
so and also explain to us how you intend to compl y.  Please do so within the time frame set forth
below.  Please understand that after our revi ew of your responses, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
 Form 10-K for the year ended December 31, 2008

Management’s Discussion and Analysis, pages 52-84
 1.  We note on page 18 that Royal Street may not be permitted to enter into relationships
with you in future auctions and receive DE benefits.  We also note that the existing
licenses were grandfathered.  Please expand the discussion on page 18 and on page 56 in
MD&A to clarify whether existing licenses may be renewed under the grandfathered
provisions or whether there is a risk of losing existing FCC licen ses.  Please also tell us
why you believe that this is not a material cont ingency requiring disclosure in Note 12 to
the financial statements on page F-24.

MetroPCS Communications, Inc.
May 21, 2009 Page 2  2. Refer to your critical accounting polic y for Long-Term investments on page 55,
discussion of Liquidity on page 77, discus sion of Results of Operations throughout
MD&A, and Note 5 to the financial stat ements on page F-17.  Please expand the
disclosures to include:

• the key terms of your auction rate se curities, including maturity dates,
auction reset provisions and interest rate provisions;
• the nature of the collateral, includi ng an indication of credit quality;
• the cause for the impairment, that is whether due to credit or liquidity
issues and;
• the methodology used to estimate the fair value of the auction rate
securities and to record the impairme nt charge, including key assumptions.
 Please also revise to disclose the number a nd dollar value of failed auctions, whether any
auction rate securities were sold during the period, and whet her losses were realized upon
the sale.  In addition, disclose how or when the principal of your au ction rate securities
will become available, that is, through succe ssful auctions, locating buyers outside of the
auction process, maturity, or redemption by issuer.
 3. Refer to your critical accounting policy for FCC Licenses and Microwave Relocation
Costs on pages 55 and 56.  We note that FCC licenses accounted for 37% of total assets
as of December 31, 2008.  We note that you pe rformed your annual impairment test of
your units of accounting as of September 30, 2008, and determined that FCC licenses
were not impaired.  Tell us whether you perfor med subsequent interim impairment tests.
If you did not, tell us why, addressing the factors in paragraph 8 of SFAS 144.  You
should discuss in your criti cal accounting policies and estimates the factors you
considered in determining why no interim impairment testing under SFAS 142 was required.
  In light of the significance of your FC C Licenses and Microwave Relocation Costs
balance, we expect robust and comprehensiv e disclosure in your  critical accounting
policies regarding your impairment testing po licy.  This disclosure should provide
investors with sufficient information about management’s insights and assumptions with
regard to the recoverability of FCC Li censes and Microwave Relocation Costs.
Specifically, we believe you should pr ovide the following information:

• disclose the date of your annual im pairment test and whether you have
performed subsequent interim impairment tests;
• disclose the carrying value of th e intangible asset for each unit of
accounting;
• describe the nature of the valu ation techniques you employed in
performing the impairment tests.  If you used a discounted cash flow methodology, addressing EITF D-108, de scribe the method you used to
isolate the cash flows associated with  the intangible asse t.  If you used a
hypothetical build-up or start-up me thod, describe qualitatively and
quantitatively the signif icant estimates and assumptions used in your

MetroPCS Communications, Inc.
May 21, 2009 Page 3
valuation method to determine the fair  value of each unit of accounting in
your impairment analysis;
• quantitatively and qualitatively descri be in detail the changes in the
estimates used in your assumptions to  determine the fair value of your
units of accounting since your last impairment test.  In addition, tell us and disclose how the assumptions in your most recent test were impacted by
the current economic environment;
• provide a sensitivity analysis showing the impact on your impairment test
resulting from a one percent chan ge in each of your significant
assumptions.  For example, you should separately quantify for the impact
of a one percent decline in your revenue  growth rates, one percent decline
in your net cash flows and one percen t increase in your discount rate;
• provide a sensitivity analysis that discloses the impairment amount that
would have resulted from hypothetical reductions in the fair value of your
licenses at the time of your impairment testing.

For further guidance, refer to Releas e No. 33-8350 “Interpretation: Commission
Guidance Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations.”
 Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K

 Annual Cash Performance Incentive Awards, page 28

 4. We note that annual cash incentive awards  are tied to the achievement of specified
company, team, and individual performance targets.   In future filings, please disclose the
specific performance targets that are used  for the achievement  of annual incentive
compensation.  If you believe that disclosu re of performance goals is not required
because it would result in competitive harm such that you may omit this information
under Instruction 4 to Item 402(b) of Regula tion S-K, please provide  in your response
letter a detailed explanation of such conclu sion.  If you believe you ha ve a sufficient basis
to keep the information confidential, disclose  in future filings how difficult it would be
for the executive or how likely it would be for you to achieve the undisclosed performance goal.  Please note that general st atements regarding the level of difficulty or
ease associated with achieving the goals are not  sufficient.  In disc ussing how difficult it
will be for an executive or how likely it will be for you to achieve the performance goals,
provide as much detail as necessary without providing information that would result in
competitive harm.

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a lett er that keys your respon ses to our comments and
provides any requested information.  Detailed letter s greatly facilitate our review.  Please file
your letter over EDGAR.  Please understand th at we may have addi tional comments after
reviewing your responses to our comments.

MetroPCS Communications, Inc.
May 21, 2009 Page 4   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.      In connection with responding to our comme nt, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our  comments on your filings.

You may contact Claire DeLa bar, Staff Accountant, at (202) 551-3349, or Terry French,
Accounting Branch Chief, at (202) 551-3828 if you have questions regarding comments on the
financial statements and related matters.  You ma y contact Reid Hooper, Staff Attorney, at (202)
551-3359, or me, at (202) 551-3257 w ith any other questions.

         S i n c e r e l y ,                      Celeste M. Murphy          L e g a l  B r a n c h  C h i e f

MetroPCS Communications, Inc.
May 21, 2009 Page 5

Mail Stop 3720

March 29, 2007

Mr. Roger D. Linquist
Chief Executive Officer
MetroPCS Communications, Inc.
8144 Walnut Hill Lane
Suite 800
Dallas, TX 75231-4388

 Re:  MetroPCS Communications, Inc.
Amendment No. 3 to Registrati on Statement on Form S-1
Filed March 19, 2007
  File No. 333-139793

Amendment No. 2 to Registra tion Statement on Form 10
Filed March 5, 2007
File No: 0-50869

Dear Mr. Linquist:

We have reviewed your filings and have the following comments.  Please amend
the registration statements in response to  these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this information, we may or may not raise additional comments.

Form S-1
1. In light of the recent amendment and restatement to the Stockholders Agreement as announced in a Form 8-K filed on Ma rch 27, please revise the appropriate
sections of the registration statement. Fo r example, clarify the reasons behind the
modification to the 2005 stockholders agr eement and reflect who in the selling
shareholder table is a party to the agreement.

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
March 29, 2007 p. 2

The Offering, page 5
2. Update the number of shares outstanding to March 31 so that the disclosure is
consistent with that on page 158.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 48

Results of Operations, page 59
3. Expand the discussion under Net Income to address the reasons underlying the
operating losses in your Expa nsion Markets, including wh ether this represents a
trend and what you intend to do about it.

Liquidity and Capital Resources, page 85
4. We reissue prior comment 36 to our letter  dated February 2.  Clarify what the
reference to “4.5 to 1.0” is intended to m ean and indicate what your ratio was as
of December 31, 2006.
Security Ownership of Principal and Selling Stockholders, page 158
5. With respect to the shares to be offered for resale by each selling shareholder that is a legal entity, please disclose the na tural person or persons who exercise the
sole or shared voting and/or dispositive powers with respect to the shares to be
offered by that shareholder.
6. Clarify whether the selling shareholders listed on page 159 are broker-dealers or
affiliates of broker-dealers.  For those selling shareholders that are broker-dealers, identify the selling shareholders as underw riters.   For those selling shareholders
that are affiliates of broker-dealers, in clude a representation that the affiliate
purchased the shares in the ordinary course of business and that at the time of purchase, the seller had no agreements or  understandings, directly or indirectly,
with any person to distribute the se curities.  If you cannot make this
representation, identify the affilia te as an underwriter as well.

Form 10
7. Please amend your Form 10 to comply with the above comments.

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
March 29, 2007 p. 3

*   *   *   *   *

Please amend your registration statement in response to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a response letter with your am endment that keys your responses to our
comments and provides any requested suppl emental information.  Please submit the
response letter on EDGAR as correspondence.  Deta iled response letters greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your amendment and responses to our comments.

  You may contact Claire DeLabar, Staff Accountant,  at (202) 551-3349, or Terry
French, Accountant Branch Chief, at (202)  551-3828, if you have questions regarding
comments on the financial statements and related matters.  Please contact William
Bennett, Staff Attorney, at (202) 551-3389, or me, at (202) 551-3810, with any other questions.

Sincerely,

 Larry Spirgel
Assistant Director

cc: Via Facsimile: (214) 661-4735
Andrew M. Baker, Esq.
 Baker Botts L.L.P.

Mail Stop 3720

February 28, 2007

Mr. Roger D. Linquist
Chief Executive Officer
MetroPCS Communications, Inc.
8144 Walnut Hill Lane
Suite 800
Dallas, TX 75231-4388

 Re:  MetroPCS Communications, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed February 13, 2007

Amendment No. 2 to Registrati on Statement on Form S-1
Filed February 28, 2007
File No. 333-139793

Amendment No. 1 to Registra tion Statement on Form 10
Filed February 13, 2007
File No: 0-50869

Dear Mr. Linquist:

We have reviewed your filings and have the following comments.  Please amend
the registration statements in response to  these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this information, we may or may not raise additional comments.

Form S-1
1. We note from the amendment filed on February 28, 2007 that you are seeking
confidential treatment for certain exhibits.  We will respond under cover of a
separate letter to this request.

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 28, 2007 p. 2

Risk Factors, page 13

The Department of Justice has informally requested information…., page 16
2. Please expand the risk factor disclosure to  clarify any recourse the DOJ may take
based on the concerns they expressed ove r your use of the PCS spectrum subject
to the consent decree.  Please also incl ude FAS 5 disclosure of any financial
contingencies related to DOJ recourse re lated to the potential redeployment of
EV-DO network assets in Note 11 on pa ge F-67 or tell us why you believe such
disclosure is not required.

We have identified material weaknesses in our  internal control over financial reporting in
the past.  page 23
3. We note your response to prior comment 14 to our letter dated February 2, 2007
regarding the need to disclose failures of  your disclosure controls and procedures
during the last 12 months.  While it may be  true that you did not become subject
to the periodic filing requirements of the Securities Exchange Act of 1934
pursuant to filing a Form 10 registra tion statement under Section 12 of the
Exchange Act during 2006, the company s hould have registered its securities
under Section 12 of the Exchange Act in  early 2006 and therefore should have
been subject to the reporting requirements under the Exchange Act.  The
company’s failure to comply with  the registration requirements and
accompanying disclosure requirements of the Exchange Act is a failure in the company’s disclosure controls and procedures.  The appropriate risk factor should
be expanded to address this point.

Despite current indebtedness levels, we will be  able to incur substantially more debt.
page 26
4. As noted in your response number 19 date d February 13, clarify that because your
current operations are primarily cond ucted by MetroPCS Wireless and its
subsidiaries, the restrictions on those entities’ ability to incur additional
indebtedness as set forth in the risk factor on page 26 could limit your operational
flexibility despite the fact that similar restrictions do not apply directly to the
company via its senior secured credit facility and the indenture governing its
senior notes.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 50
5. Refer to our previous comment 62.  Pl ease expand MD&A on page 55 to include
the description of the methodologies a nd assumptions provided in the last
paragraph of your response to comment 62.

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 28, 2007 p. 3

6. Refer to the table of awards granted under your Option Plans on page 56.  Please
expand the table to include options granted during the fourth quarter of 2006.

Liquidity and Capital Resources, page 83
7. We note your belief that your existing cash, cash equivalents and short-term
investments, proceeds from this offering, and your anticipated cash flows from
operations will be sufficient to fully fund your projected operating and capital
requirements for your existing business, currently planned expansion, planned
enhancements of network capacity a nd upgrades for EVDO Revision A with
VoIP, and service of your debt incurred  in November 2006.  Clarify the time
frame over which these projected operat ing and capital requirements will be
made, i.e., thru early 2009?

Financial Statements

Note 1 – Organization and Bu siness Operations, page F-10
8. Refer to your response to comment 53.  We note that Royal is a variable interest
entity and that you consolid ate Royal based on being the primary beneficiary, as
you will absorb all of Royal’ s losses.  Please expand your disclosure in the notes
to the financial statements to include  the disclosures required pursuant to
paragraph 23 of FIN 46R, if applicable

Financial Statements – September 30, 2006

Note 2 – Share Based Payments, page F-56
9. Refer to your response to comment 57.  Please tell us your basis in GAAP for not
providing separate disclosures for stock options using variable plan accounting pursuant to the guidance in paragraphs 65 and A240 of FAS 123(R) or revise the
disclosure in Note 2 to include all required disclosures.
10. Please include the information provided in Annex C in response to comment 61 in your next correspondence submitted on EDGAR.
11. Refer to your response to comment 64 regarding the rescission rights.  Because the possible redemption of these shares a nd options is outside your control, we
believe you should present common stock a nd options that may be subject to
rescission rights separately from permanen t equity. Please refer to the guidance in
EITF Topic D-98 and note 18b to paragraph 32 of SFAS 123(R).

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 28, 2007 p. 4

Form 10
12. Please amend your Form 10 to comply with the above comments.

*   *   *   *   *

Please amend your registration statement in response to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a response letter with your am endment that keys your responses to our
comments and provides any requested suppl emental information.  Please submit the
response letter on EDGAR as correspondence.  Deta iled response letters greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your amendment and responses to our comments.

  You may contact Claire DeLabar, Staff Accountant,  at (202) 551-3349, or Terry
French, Accountant Branch Chief, at (202)  551-3828, if you have questions regarding
comments on the financial statements and related matters.  Please contact William
Bennett, Staff Attorney, at (202) 551-3389, or me, at (202) 551-3810, with any other questions.

Sincerely,

 Larry Spirgel
Assistant Director

cc: Via Facsimile: (214) 661-4735
Andrew M. Baker, Esq.
 Baker Botts L.L.P.

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 28, 2007 p. 5

CORRESP
1
filename1.htm

corresp

February 13, 2007

MEMORANDUM

    TO:

    Division of Corporation Finance

    Securities and Exchange Commission

    Attention: William A. Bennett, Esq.

    FROM:

    MetroPCS Communications, Inc.

    RE:

    MetroPCS Communications, Inc.

    Registration Statement on Form S-1 (File No. 333-139793)

    Registration Statement on Form 10 (File No. 0-50869)

    Response to SEC Staff Comments dated February 2, 2007

     This memorandum sets forth the responses of MetroPCS Communications, Inc. (the “Company”) to
the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its comment letter dated February 2, 2007 (the “Comment Letter”), with respect to
our Registration Statement (File No. 333-139793) on Form S-1 (the “Form S-1”) that we filed on
January 4, 2007 and our Registration Statement (File No. 0-50869) on Form 10 that we filed on
January 4, 2007 (the “Form 10”). Concurrently with the delivery of this letter, we are filing
Amendment No. 1 to the Form S-1 and Amendment No. 1 to the Form 10 with the Commission. For your
convenience, we have repeated each comment of the Staff exactly as given in the Comment Letter and
set forth below each such comment our response. Capitalized terms used in this letter and not
defined have the meanings given to them in the Form S-1.

Form S-1

General

    1.

    We encourage you to file all exhibits with your next amendment or otherwise furnish us drafts
of your legality opinion and underwriting agreement. We must review these documents before
the registration statement is declared effective, and we may have additional comments.

    Response: We acknowledge the Staff’s need to review all exhibits and any related requests
for confidential treatment prior to declaring the Form S-1 effective, and we will file all
of the missing exhibits as soon as possible. We are filing certain of the additional
exhibits with Amendment No. 1 to the Form S-1. With respect to certain of the exhibits
that involve contractual arrangements with third parties, we are working diligently with
those parties to reach a mutual understanding of our intent to file such contracts and the
substance of any confidential treatment requests we may make. To assist your review, we
have also included supplementally with the hard copy of this memorandum a draft of the
legality opinion of Baker Botts L.L.P. that we intend to file as Exhibit 5.1 to the Form
S-1.

    2.

    Please furnish in your response letter a statement as to whether or not the amount of
compensation to be allowed or paid to the underwriter has been cleared with the NASD. Prior
to the effectiveness of this registration statement, please provide us with a copy of the
letter informing that the NASD has no objections.

    Response: An application regarding the underwriters’ compensation has been submitted to
the NASD. We will provide you with a copy of the NASD letter or arrange for a call to you
from the NASD once the NASD indicates that it has no objections to the underwriting
compensation in this offering.

    3.

    Please provide us with copies of your prospectus artwork prior to circulating your
preliminary prospectus. Since we may have comments that could result in material revisions to
your artwork, please provide us with sufficient time to comment on your artwork prior to
circulating your preliminary prospectus. See Item VIII of the March 31, 2001 quarterly update
to the Division of Corporation Finance’s Current Issues and Rulemaking Projects outline, which
is available on our website at http://www.sec.gov/divisions/corpfin/cfcorg032001.htm.

    Response: We are providing, supplementally, a draft of the artwork we currently anticipate
will be inserted on the inside front cover of the prospectus.

    4.

    We note the market size, growth estimate data and other figures cited throughout the document
and as specifically referenced on page 42, “Market and Other Data.” Please provide us with
marked copies of any materials that support these and other third party statements, clearly
cross-referencing each statement with the underlying factual support. Confirm for us in your
response letter that these documents are publicly available. To the extent that any of these
reports have been prepared specifically for you, file a consent from the third party.

    Response: Please find attached supplementally as Annex A to the hard copy of this
memorandum copies of portions of the market and industry data and similar reports cited in
the Form S-1. We have included an index listing the various statements in the Form S-1 and
cross-referencing to the reports and data that support such statements. We confirm that
all of the reports are publicly available and none of the reports have been specifically
prepared for the Company.

Prospectus Summary, page 1

    5.

    All of the disclosure under “Competitive Strengths” and “Business Strategy” simply repeats
disclosure in your Business section. The summary should provide a brief, non-repetitive,
non-generic discussion of the most material aspects of you and your offering. Please reduce
the amount of detail by

    carefully considering and identifying those aspects of the company and the offering that
are the most significant and determine how best to highlight those points in clear, plain
language. We may have further comments once you have revised your summary disclosure.

    Response: We have revised the summary disclosure under “Competitive Strengths” and
“Business Strategy” to eliminate repetitive disclosure and reduce the amount of detail.
Please see pages 2 and 3 of Amendment No. 1.

    6.

    Your summary should be revised to present a more balanced picture of your operations. For
example, please disclose in the forefront of your summary the fact that you have recently
incurred a significant amount of debt, quantifying the same and highlighting the risks and
financial impact thereof; your industry is capital intensive and highly competitive, the
proceeds from this offering will not fully satisfy your build-out strategy; the numerous risks
discussed later that could negatively affect your “cost leadership position”, you have
discovered material weaknesses in your internal control over financial reporting; and you are
exposed to potential liability stemming from securities law violations.

    Response: In order to present a more balanced picture of our business, we have
substantially reduced the detail previously included in our “Competitive Strengths” and
“Business Strategy” sections to provide only a high level summary of our business and we
have provided additional information under the caption “Business Risks,” which is adjacent
to the disclosure under “Competitive Strengths” and “Business Strategy,” which contains
summaries of certain of the risks of our business in a format similar to the revised
summary. In summarizing the key risks, we considered those risks suggested by the Staff in
its comment. We determined that the material weaknesses in internal control over financial
reporting did not currently present a substantial risk warranting disclosure in the summary
section because they related to fiscal 2004 and because there were no material weaknesses
related to fiscal 2005. Similarly, we determined that the potential liabilities associated
with our securities law violations were not material risks to our overall business and the
execution of our business strategy. Please see page 3 of Amendment No. 1.

    7.

    In connection with the above comment, please balance the disclosure regarding your compelling
value proposition under “Our Fixed Price Unlimited Service Plan” on page three, and elsewhere,
with the disclosure in the risk factor on page 15 (“Some of our competitors have technological
or operating capabilities...”), which states that your competitors are currently able to offer
their customers roaming services over a larger geographic area and at rates lower than those
offered by you.

    Response: As noted in our responses to questions 5 and 6 above, we have revised the
summary to present a more concise description of our business and the associated risks
which we believe balances the disclosures presented in the summary.

    8.

    You make a number of statements regarding your financial and operating growth that either
need to be substantiated or removed. The following are illustrative only and are not meant to
be exhaustive: “we have been among the fastest broadband PCS providers in the United States as
measured by growth in subscribers and revenues...” (page 1); “cash profits per customer as a
percentage of revenues per month that are among the highest in the wire-less industry” (page
3); “we believe [our cost per gross addition] to be among the highest lowest in the industry”
(page 3). Please revise as requested.

    Response: Please find attached supplementally as Annex B to the hard copy of this
memorandum copies of portions of publicly available reports, market and industry data and
similar materials supporting certain statements contained in the Form S-1. We have
included an index listing the various statements in the Form S-1 cross-referenced to the
reports, data and similar materials that support such statements.

    9.

    Please delete the presentation of adjusted EBITDA from the prospectus summary. You should
present non-GAAP financial measures only in summary financial data and MD&A.

    Response: We have deleted the third complete paragraph formerly on page 2 of the Form S-1,
which contained a discussion of our consolidated Adjusted EBITDA.

    10.

    In your footnotes to your summary financial information, indicate that you also use Adjusted
EBITDA and cost per gross addition in determining management’s compensation levels.

    Response: We have added to Note 3 of the “Summary Historical Financial and Operating Data”
as well as to the relevant discussions under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” references to the fact that the Company uses
consolidated Adjusted EBITDA in determining management’s compensation. Although used in
2005, cost per gross addition is no longer used by the Company in determining management
compensation.

Risk Factors, page 14

We may face additional competition from new entrants...page 15

    11.

    Please identify the coalition of cable companies referenced and list the metropolitan areas
where they have acquired spectrum in which you also operate or plan to operate. Also tell us
whether the carriers that offer unlimited fixed-rate service plans as noted in this risk
factor are the same as those listed in the risk factor on page 16, “We may face increased
competition from other unlimited fixed rate plan competitors...” If they are not the same,
supplement the disclosure appropriately and clarify which metropolitan areas overlap.

    Response: We have revised the disclosure to identify the coalition of cable companies
referenced in the risk factor and the metropolitan areas in which they have acquired
spectrum and in which we operate or plan to operate. We also have revised the disclosure
to identify the unlimited fixed rate service plan carrier referenced in the risk factor.
Please see page 14 of Amendment No. 1.

We may face increased competition from other unlimited fixed rate plan competitors...”, page
16

    12.

    Specifically identify the “unlimited fixed rate” carriers noted in this risk factor.

    Response: We have revised this risk factor to identify the unlimited fixed rate service
plan carriers referenced therein. Please see page 15 of Amendment No. 1.

We may not have access to all the funding necessary to build..., page 18

    13.

    Please explain how you define “free cash flow” and quantify the amount you will need to
generate in order to construct and operate the Auction 66 Markets in the near term or at all.

    Response: We have revised the risk factor to define free cash flow. For a quantification
of the amount of free cash flow we need to generate in order to construct and operate the
Auction 66 Markets, we have inserted a cross-reference to the discussion in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and
Capital Resources.” Please see pages 17 and 83 of Amendment No. 1.

We have identified material weaknesses in our internal control over financial reporting in the
past, page 23

    14.

    In addition to highlighting the risks relating to your failure to comply with Rule 701 and
Section 12(g) of the Securities Exchange Act of 1934, you should include a separately
captioned risk factor discussing the failures of your disclosure controls and procedures
during the last 12 months.

    Response: We believe the risk factors on pages 23 and 24 of Amendment No. 1 address the
substantive risks of our failure to comply with Rule 701 and Section 12(g). In the
adopting release (Release No. 33-8124) relating to the certification requirements under
Section 302 of the Sarbanes-Oxley Act of 2002 (“Section 302”), the Commission defined
disclosure controls and procedures as “controls and other procedures of an issuer that are
designed to ensure that information required to be disclosed by the issuer in the reports
filed or submitted by it under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission’s rules and
forms.” The release goes on to state that disclosure controls and procedures include
“controls and procedures designed to ensure that information required to be disclosed by an
issuer in its Exchange Act reports is

    accumulated and communicated to the issuer’s management, including its principal executive
and financial officers, as appropriate to allow timely decisions regarding required
disclosure.” Because the Company will not become subject to the periodic filing
requirements of the Exchange Act until the Form 10 becomes effective, we do not believe
that it has been required to have in place disclosure controls and procedures within the
meaning of Section 302. Accordingly, we do not believe an additional risk factor is
appropriate.

Because we have issued stock options and shares of common stock in violation..., page 24

    15.

    Disclose the requirements of Rule 701 that you may have violated.

    Response: We have revised the risk factor to disclose the requirements of Rule 701 that
may have been violated. Please see page 23 of Amendment No. 1.

    16.

    Disclose the purchase price paid by each holder for each share of common stock that is the
subject of the rescission offer, and tell us how you arrived at the purchase price equal to
20% of the aggregate exercise price for each option that is subject to the rescission offer.

    Response: The options and shares of common stock for which we currently intend to make a
rescission offer are held by approximately 525 individuals. Accordingly, it is not
practicable for us to provide the exercise price of each of those options and/or the
purchase price paid upon the exercise of all such options. However, in addition to the
existing disclosure regarding the aggregate purchase price we would be required to pay if
all of the holders accept the anticipated rescission offer, we have revised the risk factor
to disclose the weighted average exercise price of all of what we currently believe are the
relevant options for which we may make a rescission offer. Subject to final determination
of the scope of the rescission offer and the approval of our board of directors, we expect
to file a registration statement related to the rescission offer that will contain more
detailed information.

    We currently anticipate offering a purchase price equal to 20% of the aggregate exercise
price for all unexercised options in part for ease of administration. Based upon our
review of other

Mail Stop 3720

February 2, 2007

Mr. Roger D. Linquist
Chief Executive Officer
MetroPCS Communications, Inc.
8144 Walnut Hill Lane
Suite 800
Dallas, TX 75231-4388

 Re:  MetroPCS Communications, Inc.
Registration Statement on Form S-1
Filed January 4, 2007
File No. 333-139793

Registration Statement on Form 10
Filed January 4, 2007
File No: 0-50869

Dear Mr. Linquist:

We have reviewed your filings and have the following comments.  Please amend
the registration statements in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 2, 2007 p. 2

Form S-1

General
1. We encourage you to file all exhibits with your next amendment or otherwise
furnish us drafts of your le gality opinion and underwrit ing agreement.  We must
review these documents before the registration statement is declared effective,
and we may have additional comments.
2. Please furnish in your response letter a stat ement as to whether or not the amount
of compensation to be allowed or paid to  the underwriter has been cleared with
the NASD.  Prior to the effectiveness of this registration statement, please provide
us with a copy of the letter informing that the NASD has no objections.
3. Please provide us with copies of your pros pectus artwork prior to circulating your
preliminary prospectus.  Since we may have comments that could result in material revisions to your artwork, pleas e provide us with sufficient time to
comment on your artwork prior to circulat ing your preliminary prospectus.  See
Item VIII of the March 31, 2001 quarterly update to the Division of Corporation
Finance’s Current Issues and Rulemaking Projects outline, which is available on
our website at
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm .
4. We note the market size, growth estimat e data and other figures cited throughout
the document and as specifically referenced on page 42, “Market and Other Data.”  Please provide us with marked copies of any material s that support these
and other third party statements, clearly cr oss-referencing each statement with the
underlying factual support.  Confirm for us in your re sponse letter that these
documents are publicly available.  To the extent that any of these reports have
been prepared specifically for you, f ile a consent from the third party.

Prospectus Summary, page 1
5. All of the disclosure under “Competitiv e Strengths” and “Business Strategy”
simply repeats disclosure in your Busi ness section.  The summary should provide
a brief, non-repetitive, non-generic discus sion of the most material aspects of you
and your offering.  Please reduce the amount  of detail by carefully considering
and identifying those aspects of the comp any and the offering that are the most
significant and determine how best to hi ghlight those points in clear, plain
language.  We may have further comme nts once you have revised your summary
disclosure.
6. Your summary should be revised to pres ent a more balanced picture of your
operations.  For example, please disclose in the forefront of your summary the fact that you have recently incurred a significant amount of debt, quantifying the

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 2, 2007 p. 3

same and highlighting the risks and fina ncial impact thereof; your industry is
capital intensive and highly competitive;  the proceeds from this offering will not
fully satisfy your build-out strategy; the numerous risks discussed later that could
negatively affect your “cost leadership  position”; you have discovered material
weaknesses in your internal control over  financial reporting;  and you are exposed
to potential liability stemming from  securities law violations.
7. In connection with the above comment, pl ease balance the disclosure regarding
your compelling value proposition under “O ur Fixed Price Unlimited Service
Plan” on page three, and elsewhere, with th e disclosure in the risk factor on page
15 (“Some of our competitors have tec hnological or operating capabilities….”),
which states that your competitors are currently able to offer their customers
roaming services over a larger geographic area and at rates lower than those offered by you.
8. You make a number of statements rega rding your financial and operating growth
that either need to be substantiated or removed.  The following are illustrative
only and are not meant to be exhaustive: “we have been among the fastest broadband PCS providers in the United States as measured by growth in
subscribers and revenues…” (page 1); “cash profits per customer as a percentage
of revenues per month that are among the highest in the wireless industry” (page
3); “we believe [our cost pe r gross addition] to be among the highest lowest in the
industry” (page 3).  Pleas e revise as requested.
9. Please delete the presentation of adjusted  EBITDA from the prospectus summary.
You should present non-GAAP financial meas ures only in summary financial data
and MD&A.
10.  In your footnotes to your summary financ ial information, indicate that you also
use Adjusted EBITDA and cost per gross addition in determining management’s compensation levels.
Risk Factors, page 14

We may face additional competiti on from new entrants…., page 15
11. Please identify the coalition of cable  companies referenced and list the
metropolitan areas where they have acquired spectrum in which you also operate or plan to operate.  Also tell us whethe r the carriers that offer unlimited fixed-rate
service plans as noted in this risk factor  are the same as those listed in the risk
factor on page 16, “We may face increas ed competition from other unlimited
fixed rate plan competitors….”  If they are not the same, supplement the disclosure appropriately  and clarify which metropolitan areas overlap.

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 2, 2007 p. 4

We may face increased competition from othe r unlimited fixed rate plan competitors….”,
page 16
12. Specifically identify the “unlimited fixed ra te” carriers noted in this risk factor.

We may not have access to all the funding necessary to build…., page 18
13. Please explain how you define “free cash flow” and quantify the amount you will
need to generate in order to construct and operate the Auction 66 Markets in the
near term or at all.

We have identified material weaknesses in our  internal control over financial reporting in
the past.   page 23
14. In addition to highlighting the risks relati ng to your failure to comply with Rule
701 and Section 12(g) of the Securities Exchange Act of 1934, you should include
a separately captioned risk factor disc ussing the failures of your disclosure
controls and procedures dur ing the last 12 months.
Because we have issued stock options and shares of common stock in violation…., page
24
15. Disclose the requirements of Rule  701 that you may have violated.
16. Disclose the purchase price paid by each holder for each share of common stock
that is the subject of the rescission o ffer, and tell us how you arrived at the
purchase price equal to 20% of the aggregat e exercise price for each option that is
subject to the rescission offer.

We failed to register our stock options unde r the Securities and [sic] Exchange Act of
1934…., page 25
17. Your failure to file required periodic repor ts could give rise not only to private
causes of action but also to administrative and/or civil actions  by the Commission.
Please disclose this latter fact.
Our substantial indebtedness could adversel y affect our financ ial health, page 26
18. Disclose your estimated payments to service your debt for the next 12 months.

Despite current indebtedness levels, we will be  able to incur substantially more debt.
page 26  and

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 2, 2007 p. 5

The terms of our debt place restrictions  on certain of our subsidiaries…., page 27
19. The disclosure in the risk  factor on page 26 regard ing your ability to incur
substantially more debt s eems to contradict the risk factor on page 27. To the
extent “certain exceptions” exist which r econcile the disclosure, please explain
them.  In addition, reconcile the wordi ng of your caption that  indicates that you
“will be able to incur substantially more de bt” with the first sentence of this risk
factor that indicates that you “may be able  to incur additional de bt in the future.”

Market and Other Data, pge 42
20. As you are responsible for the accuracy and completeness of information that
appears in the registration statement,  please remove your statement that you
cannot guarantee the accuracy and comp leteness of information you have
included from third parties.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 50

Company Overview, page 50
21. The Commission’s Interpretive Rele ase No. 33-8350, “Commission Guidance
Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” located on our website at
http://www.sec.gov/rule s/interp/33-8350.htm , suggests that companies identify
and disclose known trends, events, demands, commitments and uncertainties that are reasonably likely to have a material effect on financial condition or operating
performance.  Please consider expandi ng the Overview section to address any
known trends, demands or uncerta inties that could materia lly affect your results of
operations in the future.  A substantially  enhanced discussion of your planned
build-out strategy, including the cost and time-frame for completing it, as well as
how you intend to finance the same and the financial impact associated with such
financing plans, are all matters th at Release No. 33-8350 contemplate.
22. Please elaborate on your revenue model by de scribing the various plans you offer,
the prices associated with the plans, and the pre-payment arrangements entered
into with your customers, in cluding length of time.  In the context of your revenue
model, please also discuss your relationship with Royal Street.

PCS Licenses, Page 53
23. Please revise your disclosures about the annual impairment testing of PCS licenses to address the specific uncerta inties associated with the methods,
assumptions, or levels of judgment utilized  in estimating the fair value of PCS
licenses.  Also provide quantitative info rmation where practicable to demonstrate

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 2, 2007 p. 6

the sensitivity of your estimates to change .  You should address the questions that
arise once the critical accounting estima te or assumption has been identified, by
analyzing, to the extent material, such factors as how you arrive d at the estimate,
how accurate the estimate/assumption has been in the past, how much the
estimate/assumption has changed in the past, and whether the estimate/assumption
is reasonably likely to change in the futu re.  Please refer to Section V of the
Commission Guidance Regarding Manageme nt’s Discussion and Analysis of
Financial Condition and Results of Op erations in Release Nos. 33-8350 for
further guidance.

Performance Measures, page 57
24. Although these measures are important to an evaluation of your business, they
should not be given greater prominence than your GAAP measures.  Therefore,
move this discussion so that it accomp anies the later rec onciliation discussion.
25. Please provide management’s assessment as to how your churn rates compare
with your competitors.
26. Please expand the discussion of Cost Per Us er on page 59 to quantify the impact
of the “substantial legal and accounting e xpenses associated with the internal
investigation related to material weaknesses.”  Please revise the discussion of SG&A expenses on page 63 accordingly.

Results of Operations, page 61
27. Include a discussion of net income fo r each period and the reasons for any
material changes.  In this regard, you should highlight the sign ificant gain on the
sale of your PCS spectrum license in May 2005 including the reason for the sale
and whether this represents a trend.  To  the extent it does, elaborate in the
Overview section.

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004, page 65
28. Please expand the discussion of Service Revenues on page 66 to separately
quantify the changes in revenues due to  price and volume.  See Financial
Reporting Codification Section 501.04 for guidance.  Please also revise page 69 for changes in service and e quipment revenues accordingly.
29. Refer to the Consolidated Balance Sheets on page F-4.  We note that your Allowance for Doubtful Accounts has rema ined $2.3 million despite a significant
increase in your Accounts Receivable balance as of the end of each period from $9.1 million to $16.0 million.  Please expand MD&A to discuss why you did not increase your allowance in light of this increased risk in year end receivables

Mr. Roger D. Linquist
MetroPCS Communications, Inc.
February 2, 2007 p. 7

balances and tell us how you determined the allowance to be adequate as of
December 31, 2005.

Liquidity and Capital Resources, page 75
30. We note that you believe your existing cash, cash equivalents and short-term
investments, proceeds from this offering, and your anticipated cash flows from
operations will be sufficient to meet  your projected operating and capital
requirements for your existing  business.  Disclose how long you expect this to be
the case.
31. With respect to your  existing business and planned expansion, provide quantified
disclosure as to what your liquidity and capital resource requirements will be over
the next twelve months and for the long-te rm.  We consider “long-term” to be the
period in excess of the next twelve months.  See Section III.C. of Release No. 33-
6835 and footnote 43 of Release No. 33-8350.  Clarify whether the company will
have sufficient cash and other financial re sources to fund operations and meet its
obligations beyond next twelve months; if  so, then state th e length of time for
which the existing funds will be sufficient.
32. Please elaborate on, and quantify, the materi al “clearing costs” associated with
non-governmental incumbent licenses.
33. Reference is made to the discussion in the fourth paragraph on page 76 of your
recent debt incurrence.  Quantify, and allo cate, the amounts used to date to repay
all amounts owed under the Credit Agreements  and the bridge credit facilities and
to pay the related premiums, fees and expenses.  Quantify the amount remaining.
34. Please discuss the impact that the signif icant amount of debt incurred in October
and November 2006 will have on your liq uidity and financial position on a
forward-looking basis.
35. Please confirm the amount of net cash provided by operating activities for the
nine months ended September 30, 2006 ($302,638).
36. We note that your maximum senior secured leverage ratio is re quired to be “less
than 4.5 to 1.0…”  Clarify what the refere nce to “4.5 to 1.0” is intended to mean
and indicate what your ratio was as of December 31, 2006.
37. We note your discussion a nd definition of Adjusted EBITDA both here and
elsewhere.  We also