TMUST-Mobile US

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

Page stockholder input prior to such a change.

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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.

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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.

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

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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.

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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

Rest of the question

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.

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