June 2, 2015

9:30 a.m. Pacific Daylight Time

Hotel Bellevue

11200 Southeast 6th Street

Bellevue, Washington 98004

At the T-Mobile US, Inc. 2015 Annual Meeting of Stockholders To Be Held on June 4, 2013

Your Participation and Vote Are Important

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING.

Voting your shares is important to ensure that you have a say in the governance of the Company. Your vote is important to us. Please review the proxy materials and follow the instructions detailed on the proxy card or the voting instructions you receive from your broker, bank or other registered holder to vote your shares. We hope you will exercise your rights and fully participate as a stockholder in the Company.

Whether or not you expect or plan to attend the Annual Meeting in person, we encourage you to please promptly mark, date and return your proxy card as instructed, or vote by telephone or using the Internet as instructed, so that a quorum at the Annual Meeting may be reached, the business before the Annual Meeting can be conducted, and your shares may be voted.

Available Information

We are providing you access to our proxy materials both by sending you this full set of proxy materials, including the 2012 Annual Report to Stockholders and a proxy card, and by notifying you of the availability of this Proxy Statement, along with the other proxy materials, on the Internet at: http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=18263. These documents can also be located on the Company’s website at www.t-mobile.com by clicking the “Investor Relations” hyperlink located in the footer of the Home page, and then “SEC Filings and Reports.”

Broker Voting Information

If you hold your shares of the Company’s common stock in “street name” through a broker, bank or other financial institution, your broker or other registered holder is not permitted to vote on your behalf in the election of directors or on the proposal to approve the T-Mobile US, Inc. 2013 Omnibus Incentive Planunless you provide specific instructions by completing and returning (or providing voting directions by one of the other methods described in) the voting instructions form provided to you by your broker or other registered holder. For your vote to be counted, you will need to communicate your voting instructions to your broker, bank or other financial institution before the voting cut-off date specified in the voting instructions form you receive from your broker or other registered holder.

Attendance at Annual Meeting

In accordance with our security procedures, all stockholders attending the Annual Meeting will be required to show a valid, government-issued picture identification that must match the name on the admission ticket or legal proxy or confirming documentation from your broker, bank or other financial institution before being admitted to the Annual Meeting. Seating is limited and will be available on a first-come, first-served basis.

Notice of 2013 Annual Meeting of Stockholders

Date:      June 4, 2013

Time:     9:00 a.m. Eastern Daylight Time

Place:     The Charles Hotel

Harvard Square, 1 Bennett Street

Cambridge, Massachusetts 02138

At the T-Mobile US, Inc. 2013 Annual Meeting of Stockholders, or Annual Meeting, you will be asked to:

The Board of Directors has established the close of business on May 10, 2013 as the record date for the determination of holders of T-Mobile US, Inc.‘s common stock, par value $0.00001 per share, or common stock, entitled to notice of, and to vote at, the Annual Meeting, and any continuation, adjournment or postponement thereof.

Your vote is very important to us. You may vote on the items to be considered at the Annual Meeting in person, by mailing a proxy card, by voting over the Internet or by toll-free telephone as described in the proxy card, or if you hold your shares in “street name,” by completing and returning (or providing voting directions by one of the other methods described in) the voting instructions form provided by your bank, broker or other financial institution. Please carefully review the instructions for the various voting options available to you detailed on the proxy card or in the voting instructions form provided by your broker or other registered holder. If you have questions, please review our questions and answers about the Annual Meeting and the voting options for additional information, including when you must vote, how to revoke your proxy or change your voting instructions and how to vote your shares in person.

You also are cordially invited to attend the Annual Meeting in person. Only stockholders with an admission ticket and valid, government-issued picture identification that matches the admission ticket will be admitted to the Annual Meeting. If your shares are registered in your name, an admission ticket is attached to your proxy card. If your shares are not registered in your name, you should ask the broker, bank or other institution that holds your shares to provide you with a legal proxy authorizing you to vote your shares of the Company’s common stock as of our record date, whether in person, via the Internet or by telephone. You also can obtain an admission ticket to the Annual Meeting by presenting this legal proxy, or confirming documentation of your account from your broker, bank or other institution, at the Annual Meeting. All stockholders will be required to show a valid, government-issued picture identification that must match the name on the admission ticket or legal proxy or confirming documentation from your broker before being admitted to the Annual Meeting.

Your vote matters and you are encouraged to vote. Whether or not you attend the Annual Meeting in person, you are urged to mark, date and sign the enclosed proxy card and return it to the Company or use an alternate voting option described in the Proxy Statement before the Annual Meeting to ensure your shares are voted. We encourage you to vote electronically by using the Internet or to vote by telephone as it is easy and efficient and will help us reduce our impact on the environment.

By Order of the Board of Directors,

	Only stockholders of record as of the close of business on April 10, 2015 are entitled to receive notice of, to attend and to vote at the Annual Meeting. Your vote is very important to us. Whether or not you attend the Annual Meeting in person, you are urged to mark, date and sign the enclosed proxy card and return it to the Company or use an alternate voting option described in the Proxy Statement before the Annual Meeting to ensure that your shares are voted. We encourage you to vote electronically by using the Internet or to vote by telephone because it is easy and efficient and will help us reduce our impact on the environment.
		By Order of the Board of Directors, Timotheus Höttges Chairman of the Board of Directors Bellevue, Washington April 22, 2015 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 2, 2015 The Proxy Statement and Annual Report to Stockholders are available athttps://www.proxyvote.com

Bellevue, Washington

May 17, 2013

PROXY STATEMENT

We are furnishing proxy materials to our stockholders by mailing paper copies of the materials (including this Proxy Statement, a proxy card and the 2012 Annual Report to Stockholders containing financial and other information regarding legacy MetroPCS Communications, Inc.) to each stockholder at the address we, or your bank, broker or other financial institution holding your shares, may have. We began mailing this Proxy Statement and other proxy materials via the United States Postal Service on or about May 17, 2013 to stockholders of record as of the close of business on May 10, 2013, which we refer to as the record date, to solicit proxies in connection with the election of eleven directors to the Company’s Board of Directors, to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2013 fiscal year, to approve the T-Mobile US, Inc. 2013 Omnibus Incentive Plan, and to vote on any other business properly brought before the 2013 Annual Meeting of Stockholders, which we refer to as the Annual Meeting, and at any continuation, adjournment or postponement of the Annual Meeting. The Annual Meeting will be held on June 4, 2013 at The Charles Hotel, Harvard Square, 1 Bennett Street, Cambridge, Massachusetts 02138, commencing at 9:00 a.m. Eastern Daylight Time, or EDT. We refer to T-Mobile US, Inc., a Delaware corporation, and its subsidiaries herein as the “Company,” “our Company,” “T-Mobile,” “we,” “our,” and “us.”

Each holder of record of the Company’s common stock, par value $0.00001, or common stock, at the close of business on the record date for the Annual Meeting is entitled to notice of, to attend, and to vote at the Annual Meeting, or at any continuation, adjournment or postponement of the Annual Meeting. Each holder of record on the record date is entitled to one vote for each share of common stock held by such holder. As of May 10, 2013, there were 724,979,321 shares of our common stock outstanding. We need a majority of the shares of our common stock outstanding on the record date and entitled to vote at the Annual Meeting present, in person or by proxy, to constitute a quorum and transact business at the Annual Meeting.

The Board of Directors encourages you to read this Proxy Statement and to vote on the matters to be considered at the Annual Meeting. The 2012 Annual Report to Stockholders, which contains the consolidated audited financial statements of legacy MetroPCS Communications, Inc. for the fiscal year ended December 31, 2012, accompanies this Proxy Statement. You may also obtain, without charge, a copy of the legacy MetroPCS Annual Report on Form 10-K for the fiscal year ended December 31, 2012 that was filed with the Securities and Exchange Commission, or the SEC, on March 1, 2013, by writing to T-Mobile US, Inc., Attention: Investor Relations, 1 Park Avenue, 14th floor, New York, NY 10016 or by telephoning our Investor Relations department at (212) 424-2959. This Proxy Statement, the 2012 Annual Report to Stockholders, and Annual Report on Form 10-K also are available, without charge, on our website at www.t-mobile.com by clicking the “Investor Relations” hyperlink located in the footer of the Home page, and then selecting “SEC Filings and Reports.”

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TABLE OF CONTENTS

2013 PROXY STATEMENT SUMMARY INFORMATION

Annual Meeting Information

Background of

Agenda and Voting Recommendations
Proposal		Description		Board Recommendation		Page
1		Election of Eleven Directors		“FOR” each nominee			13
2		Ratification of Appointment of Independent Registered Public Accounting Firm		“FOR”			21
3		Approval of T-Mobile US, Inc. 2014 Employee Stock Purchase Plan		“FOR”			44
4		Stockholder Proposal: Human Rights Risk Assessment		“AGAINST”			48
5		Stockholder Proposal: Proxy Access		“AGAINST”			50

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
		VIA THE INTERNET Visit the website listed on your proxy card				BY MAIL Sign, date and return your proxy card in the enclosed envelope
		BY TELEPHONE Call the telephone number on your proxy card				IN PERSON Attend the Annual Meeting in Bellevue

In this Proxy Statement, “we,” “our,” “us,” “T-Mobile” and the Business Combination

On April 30, 2013, the transactions contemplated by the Business Combination Agreement dated October 3, 2012, by and among Deutsche Telekom AG (which we“Company” refer to as Deutsche Telekom), T-Mobile Global Zwischenholding GmbH, a direct wholly-owned subsidiary of Deutsche Telekom (which we refer to as Global), T-Mobile Global Holding GmbH, a direct wholly-owned subsidiary of Global (which we refer to as Holding), T-Mobile USA, Inc., a direct wholly-owned subsidiary of Holding (which we refer to as T-Mobile USA), and MetroPCS Communications, Inc. (which we refer to as MetroPCS) were consummated. Pursuant to the terms of the Business Combination Agreement, among other things:

our certificate of incorporation was amended and restated to, among other things, effect a recapitalization that included a reverse stock split pursuant to which each share of common stock outstanding as of the effective time of the reverse stock split, now represents one-half of a share of our common stock;

as part of the recapitalization, MetroPCS made a payment in cash, which we refer to as the cash payment, in the aggregate amount of $1.5 billion, without interest (or approximately $4.049 per share pre-reverse stock split of MetroPCS common stock), to the record holders of our common stock immediately following the effective time of the reverse stock split;

immediately following the cash payment, Deutsche Telekom’s subsidiary, Holding, transferred to us all of the shares of capital stock of T-Mobile USA in consideration for newly-issued shares of common stock representing approximately 74% of our outstanding common stock on a fully-diluted basis;

our name was changed from “MetroPCS Communications, Inc.” to “T-Mobile US, Inc.”; and

we and Deutsche Telekom entered into a Stockholder’s Agreement, which we refer to as the Stockholder’s Agreement, which sets forth certain governance and other rights of Deutsche Telekom.

In addition, following the closing of the transactions summarized above, the successor to MetroPCS, Inc., a direct wholly-owned subsidiary of MetroPCS, merged with and into its direct wholly-owned subsidiary MetroPCS Wireless, Inc., with MetroPCS Wireless, Inc. continuing as the surviving entity and, immediately thereafter, MetroPCS Wireless, Inc. merged with and into T-Mobile USA, with T-Mobile USA continuing as the surviving entity and our wholly-owned subsidiary. We refer to these transactions collectively as the Business Combination.

Although MetroPCS Communications, Inc. (which is now called T-Mobile US, Inc.) was and the legal acquirer of T-Mobile USA, Inc. in the Business Combination, for accounting purposes, the Business Combination is treated as a “reverse acquisition,” and T-Mobile USA is treated as the accounting acquirer. As a result of reverse

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acquisition accounting, beginning after the consummation of the Business Combination, T-Mobile USA’s financial statements will become our historical financial statements for financial reporting purposes. However, because the Business Combination occurred after December 31, 2012, the accompanying 2012 Annual Report to Stockholders is comprised primarily of financial, business and other information regarding MetroPCS Communications, Inc., which we sometimes refer to as legacy MetroPCS (including its Annual Report on Form 10-K for the year ended December 31, 2012), together with information regarding the members of our Board of Directors and senior management team and certain corporate matters updated to give effect“Annual Meeting” refers to the Business Combination. Additionally, although this Proxy Statement contains information regarding the Company’s current Board2015 Annual Meeting of Directors, committees of the Board and other governance structures and policies in effect after the consummation of the Business Combination, we are the same SEC registrant as legacy MetroPCS. As a consequence, much of the information contained in this Proxy Statement relating to executive and director compensation and compensation discussion and analysis (which was also provided in Part III of legacy MetroPCS’s Annual Report on Form 10-K for the year ended December 31, 2012) represents historical information regarding legacy MetroPCS.Stockholders.

Our Governance Practices

Due to Deutsche Telekom’s ownership of a majority of our outstanding shares of common stock, we are a “controlled company” under the rules of the New York Stock Exchange, or NYSE, and are therefore exempt from certain NYSE corporate governance requirements. Pursuant to NYSE rules, we have less than a majority of independent directors on our Board of Directors and our nominating/corporate governance and compensation committees are not composed entirely of independent directors. Our Board recognizes the importance of good corporate governance practices, which it believes enhance corporate performance, accountability and long-term stockholder value. We have adopted a number of corporate governance practices to enhance our governance, including:

 

•    We have declassified our Board, so that allT-Mobile      Notice of our directors are elected annually to one-year terms;2015 Annual Meeting and Proxy Statement		1

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2015 PROXY STATEMENT SUMMARY INFORMATION

Commitment to Good Corporate Governance

We have structured our corporate governance program to promote the long-term interest of stockholders, strengthen Board and management accountability and help build public trust in the Company. Highlights include:

Unclassified Board, with all directors elected annually

Separation of Chairman and Chief Executive Officer roles

Appointment of a lead independent director

Independent directors serve as chairs of our Audit, Nominating and Corporate Governance and Compensation Committees

Regular executive sessions of independent directors

Annual Board and committee self-evaluations

Stock ownership guidelines for directors and executives

Cash and equity awards with clawback provisions

T-Mobile Achieved a Record Year of Growth in 2014 and Delivered Strong Financial and Operational Performance 

T-Mobile had an extraordinary year in 2014. We delivered a record year of growth in 2014 as our Un-carrier initiatives continued to resonate with consumers. Since launching Un-carrier in 2013,T-Mobile has transformed the wireless industry with consumer-friendly offers that resolve customer pain points and differentiateT-Mobile from the competition. We continued to deliver strong customer growth in 2014 and ended the year with more than 55 million total customers, reflecting total net customer additions of 8.3 million in 2014, an 89% increase from the prior year, makingT-Mobile America’s fastest growing wireless company. The strong performance is underpinned by the Company’s network, which continued to expand at a breakneck pace. At the end of 2014,T-Mobile’s 4G LTE network covered 265 million people, exceeding our original year-end target of 250 million.

In addition to strong customer growth, T-Mobile delivered outstanding financial results. Service revenues in 2014 increased by 9.0% year-over-year, and total revenues increased by 13.1% year-over-year. Adjusted EBITDA amounted to $5.636 billion in 2014, up 6.0% year-over-year. Since the Business Combination¹, we have significantly grown total stockholder return (“TSR”). From May 1, 2013 through March 31, 2015, T-Mobile TSR outpaced 17 of our19 peer companies. Our stock price has increased by 92% from May 1, 2013 through March 31, 2015.

Our executive compensation program emphasizes pay for performance. As a result, our 2014 Named Executive Officer compensation reflects T-Mobile’s strong 2014 operational and financial performance.

 

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•    FiveThe first day of our eleven directors are independent under NYSE rules; •    An independent director has been appointed as chair of each of our Nominating and Corporate Governance Committee and our Compensation Committee; •    The Chairmantrading after consummation of the Board and Chief Executive Officer roles have been separated, andbusiness combination of T-Mobile USA, Inc. (“T-Mobile USA”), formerly a non-management director (who is an employeewholly owned subsidiary of Deutsche Telekom) servesTelekom AG (“Deutsche Telekom”), and MetroPCS Communications, Inc. (the “Business Combination”) pursuant to the Business Combination Agreement dated October 3, 2012, as Chairmanamended, among Deutsche Telekom, Metro PCS Communications, Inc. and T-Mobile USA. We use the term “legacy MetroPCS” to refer to the legacy business of MetroPCS Communications, Inc. prior to the consummation of the Board; •    Our Board of Directors has appointed a lead independent director to serve as a liaison between the independent directors and the Chairman of the Board and preside at meetings of our independent directors; •    The charter of the Executive Committee of the Board requires that at least one member of the committee be the lead independent director or another director who is not affiliated with Deutsche Telekom; •    Pursuant to the terms of our Stockholder’s Agreement, transactions between us and Deutsche Telekom or its affiliates must be approved by our Board of Directors, including a majority of the directors who are not affiliated with Deutsche Telekom, and our related person transaction policy requires that before the Board of Directors votes on any proposed transaction between us and Deutsche Telekom or its affiliates, such transaction must be reviewed by our Audit Committee; and •    We mitigate undue risk in our executive compensation programs through the use of an independent compensation consultant, a clawback policy for annual and long-term incentive compensation awards, stringent stock ownership and holding requirements, and prohibition of hedging and pledging of Company securities.Business Combination.

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2012 Board and Committee Meetings*

 

Board/Committee		Number of Meetings2
Board			22
Audit Committee			13
Compensation Committee			7
Nominating and Corporate Governance Committee			2
Finance and Planning Committee**			3

*	Represents information regarding legacy MetroPCS Board and Board Committee meetings in 2012.

**	The Finance and Planning Committee was dissolved by the Board following the closing of the Business Combination.

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Highlights of Requested Stockholder Actions at the Annual Meeting

Agenda and Voting Recommendations
Proposal		Description		Board Recommendation		Page
1		Election of Directors		“FOR” each nominee			11
2		Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2013		“FOR”			90
3		Approval of the T-Mobile US, Inc. 2013 Omnibus Incentive Plan		“FOR”			92

Elect eleven directors (Proposal No. 1 begins on page 11 of this Proxy Statement)2015 PROXY STATEMENT SUMMARY INFORMATION

Since the consummation of the Business Combination,Executive Compensation Highlights – Paying for Performance

Our executive compensation program is aligned with our Board of Directors has consisted of eleven directors, including two directors, W. Michael Barnesbusiness strategy and James N. Perry, Jr., who served as directors prior to the Business Combination, and nine other directors who were appointed to our Board effective immediately after the consummation of the Business Combination. All of our current directors are standing for re-election at the Annual Meeting. Each of the director nominees standing for re-election, of whom eight were designated for nomination by Deutsche Telekom pursuant to its rights under our restated certificate of incorporation and the Stockholder’s Agreement, was unanimously nominated by our Board based on his or her expertise, qualifications, attributes and skills. Information regarding each of our directors is set forth on pages 12-17 of this Proxy Statement. The Board recommends that you vote “FOR” the election of each of the director nominees.

Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2013 (Proposal No. 2 begins on page 90 of this Proxy Statement)

After the consummation of the Business Combination, the Audit Committee of our Board of Directors appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2013. We are seeking ratification by our stockholders of the appointment of PricewaterhouseCoopers LLP. The Board recommends that you vote “FOR” the ratification of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2013.

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Approval of the T-Mobile US, Inc. 2013 Omnibus Incentive Plan (Proposal No. 3 begins on page 92 of this Proxy Statement)

After the consummation of the Business Combination, the Board of Directors approved, subject to stockholder approval, the T-Mobile US, Inc. 2013 Omnibus Incentive Plan, which we refer to as the 2013 Omnibus Incentive Plan. The purpose of the 2013 Omnibus Incentive Plan is to enhance our abilitydesigned to attract and retain highly-qualified persons to serve as officers, non-employee directors, key employeestop talent, reward business results and consultantsexceptional individual performance, and advisors of the Company and to promote greater ownershipmost importantly, maximize stockholder value. Our executive compensation program is competitive in the marketplace and highly incentive-based, with Company by such individuals in order to align their interests more closely with the interestsperformance determining a significant portion of our stockholders. If the 2013 Omnibus Incentive Plan is approved by our stockholders, it will authorize the issuance of up to 63,275,000 shares of common stock pursuant to awards to the persons who are eligible to receive awards under the 2013 Omnibus Incentive Plan, including officers and non-employee directors. The Board recommends that you vote “FOR” the proposal to approve the 2013 Omnibus Incentive Plan.

Frequency of Non-Binding, Advisory Executive Compensation Vote

At our 2011 Annual Meeting of Stockholders, we submitted a non-binding, advisory proposal on the frequency of the non-binding, advisory vote of stockholders to approve executive compensation, or the say-on-pay vote. Our Board of Directors recommended a triennial, or once every three years, say-on-pay vote. At the 2011 Annual Meeting of Stockholders, a majority of the votes cast (excluding abstentions) were in favor of holding the non-binding, advisory vote on executive compensation once every three years. After taking into consideration, among other factors, the resulting vote of the stockholders at our 2011 Annual Meeting of Stockholders, our Board determined to hold the non-binding, advisory vote to approve executive compensation once every three years. As a result, our next vote on a non-binding, advisory proposal to approve executive compensation will be at the 2014 Annual Meeting of Stockholders. The next frequency vote will be held on or before the Company’s 2017 Annual Meeting of Stockholders.

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Questions and Answers About the Annual Meeting and Voting

Why did I receive these materials?

As a holder of common stock of the Company at the close of business on May 10, 2013, the record date, you are entitled to vote at the Company’s Annual Meeting to be held at The Charles Hotel, Harvard Square, 1 Bennett Street, Cambridge, Massachusetts 02138, on June 4, 2013 at 9:00 a.m. EDT. This Proxy Statement provides notice of the Annual Meeting, describes the proposals to be voted on at the Annual Meeting by the holders of record of our common stock on the record date, and includes information required to be disclosed to all of our stockholders.

What is the purpose of the Annual Meeting?

The purpose of the Annual Meeting is to vote upon:

Who may vote at the Annual Meeting?

If you are a holder of record of our common stock as of the record date – that is, as of May 10, 2013 you hold shares of common stock registered in the Company’s records in your own name – you may vote your shares of the Company’s common stock on the matters to be voted on at the Annual Meeting. You will receive only one proxy card for all the shares of common stock you hold in certificate and book-entry form.

If, as of the record date, you hold shares of our common stock in “street name” – that is, through an account with a bank, broker or similar institution, where the institution is shown on the Company’s records as the “registered holder” of your shares – you may direct the registered holder how to vote your shares at the Annual Meeting by following the instructions that you will receive from the registered holder. When a bank, broker or other similar institution (the registered holder) holds shares for someone else, it informs us how many clients it has who are beneficial owners of our common stock and the Company then provides the registered holder, or its agent, with the number of copies of the proxy materials as the registered holder requested. Each registered holder or its agent must then forward the proxy materials to you to obtain your direction on how to vote your shares. When you receive proxy materials from the registered holder, you will receive directions on how to instruct the registered holder how to vote your shares. The bank, broker or other institution will then total the votes it receives and submit a proxy card reflecting the aggregate votes of all the beneficial owners for which it serves as the registered holder. See “How are the votes recorded? And, what is the effect if I do not vote?” below for further explanation regarding voting through the registered holder.

How do proxies work?

While we encourage all holders of our common stock to attend the Annual Meeting using the admission ticket included in the proxy materials, we have included a proxy card, which provides the record holders of our common stock with a means to vote on the proposals to be considered at the Annual Meeting without having to attend the Annual Meeting in person. (If you own your shares in street name, you can only vote them by instructing the registered holder how to vote your shares or by obtaining a legal proxy from the registered holder, attending the Annual Meeting in person and voting the shares at the Annual Meeting pursuant to the legal proxy.)

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Our Board of Directors is asking for your proxy to be voted at the Annual Meeting. This means you may vote by authorizing the persons selected by us as your proxy to vote your shares at the Annual Meeting according to your instructions on the matters set forth in this Proxy Statement, and according to their discretion on any other business that may properly come before the Annual Meeting. We have designated two of our executive officers as proxies for the Annual Meeting: John J. Legere, our President and Chief Executive Officer, and J. Braxton Carter, our Executive Vice President and Chief Financial Officer.

How do I vote?

If you are a holder of record of our common stock as of the record date, you may vote in the following ways:

By Internet. Go to www.voteproxy.com 24 hours a day, 7 days a week, and follow the on-screen instructions. You will need to have your proxy card available and use the Company number and account number shown on your proxy card to cast your vote. This method of voting will be available until 11:59 p.m. Eastern Daylight Time, or EDT, on June 3, 2013, or the date immediately before any date to which the Annual Meeting may be continued, postponed or adjourned. The Company is incorporated under Delaware law, which specifically permits electronically transmitted proxies, provided that each such proxy contains or is submitted with information from which the inspector of elections can determine that such proxy was authorized by the stockholder. The Company’s Internet voting procedures are designed to authenticate holders’ identities, to allow holders to vote their shares, and to confirm that their voting instructions have been properly recorded.

By Mail. You may vote by mail through direct submission to the Company of your executed proxy card. You should sign your proxy card exactly in the same name as it appears on the card, date your proxy card and indicate your voting preference on each proposal. You should mail your proxy card in plenty of time to allow delivery prior to the Annual Meeting. Proxy cards received by the Company after June 4, 2013 at 9:00 a.m. EDT may not be considered unless the Annual Meeting is continued, or adjourned or postponed and then only if received before the date and time the continued, adjourned or postponed Annual Meeting is held.

By Phone. You also may vote by touchtone phone from the U.S. and Canada, using the toll-free number on the proxy card and the procedures and instructions described on the proxy card. Note that the telephone voting procedures are designed to authenticate holders’ identities, to allow holders to vote their shares and to confirm that their voting instructions have been properly recorded. Telephone voting will be considered at the Annual Meeting if completed prior to 11:59 p.m. EDT on June 3, 2013, or the date immediately before any date to which the Annual Meeting may be continued, adjourned or postponed.

In Person. You also may vote in person at the Annual Meeting. See “What do I need in order to attend the Annual Meeting?” below.

If you hold shares of our common stock in “street name” as of the record date, please see the voting instructions form provided to you by your broker or other registered holder for instructions on how to vote by Internet, by mail and by phone. You also may vote in person at the Annual Meeting. See “What do I need in order to attend the Annual Meeting?” below.

How are the votes recorded? And, what is the effect if I do not vote?

If the Company receives a valid proxy card from you by mail (e.g., signed by the holder of record or registered holder and dated) or receives your vote by phone or Internet, your shares will be voted by the named proxy holders as indicated in your voting preference selection. As a holder of record, if you return your signed and dated proxy card without indicating your voting preference on one or more of the proposals to be considered at the Annual Meeting, or you otherwise do not indicate your voting preference via phone or Internet on one or more of the proposals to be considered at the Annual Meeting, those shares on which you did not indicate your voting preference will be voted in accordance with the recommendations of the Board of Directors.

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If you hold your shares in street name (through a registered holder) and do not provide voting instructions to the registered holder prior to the Annual Meeting, the registered holder will not be permitted to vote your shares in the election of directors or on the proposal to approve the 2013 Omnibus Incentive Plan.If you want your shares to be voted, you must instruct your broker how to vote such shares. Absent your specific instructions, the New York Stock Exchange (NYSE) rules do not permit brokers and banks to vote your shares on a discretionary basis for non-routine corporate governance matters, such as the election of directors and the approval of the 2013 Omnibus Incentive Plan, but your shares can be voted without your instructions on the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, as this is considered a routine matter. See “How many votes are required to approve each Proposal?” below.

If you indicate that you wish to withhold authority or abstain from voting on a proposal, your shares will not be voted on that proposal and will have no direct effect on the outcome of the election of directors, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm or the approval of the 2013 Omnibus Incentive Plan. Your vote, however, will count toward the quorum necessary to hold the Annual Meeting.

If you are a registered holder of our common stock and do not send in your proxy card, vote via phone or Internet, or vote in person at the Annual Meeting, your vote will not be counted toward the proposals or for the purpose of establishing the quorum at the Annual Meeting.

Can I change my vote or revoke my proxy?

Yes. If you are a holder of record of our common stock, you may revoke your proxy card at any time prior to the voting deadlines referred to in “How do I vote?” above by (1) delivering to the Company’s Corporate Secretary at our principal executive office located at 12920 SE 38th Street, Bellevue, Washington 98006, a written revocation that must be received by the Company prior to the date and time of the Annual Meeting, or, if the Annual Meeting is continued, adjourned or postponed, the date and time of such continued, adjourned or postponed meeting, (2) submitting another valid proxy card with a later date by mail, (3) voting by phone or Internet, or (4) by attending the Annual Meeting in person and giving the Company’s Inspector of Elections notice of your intent to vote your shares in person. Attendance at the Annual Meeting will not, by itself, revoke a proxy. If your shares are held in street name, you must contact your broker or other registered holder in order to revoke your previously submitted voting instructions. Any such revocation should be sufficiently in advance of the Annual Meeting to ensure that the revocation of the proxy card submitted by your registered holder is received by the Company’s Corporate Secretary prior to the date and time of the Annual Meeting, or by the date and time at which the Annual Meeting may be continued, adjourned or postponed, or it may not be effective.

What is required for a quorum at the Annual Meeting?

In order to transact business at the Annual Meeting, a majority of the shares of the Company’s common stock outstanding on the record date and entitled to vote at the Annual Meeting must be present, in person or by proxy, at the Annual Meeting. We refer to this as a quorum. If a quorum is not present at the Annual Meeting, no business can be transacted at that time, and the meeting will be continued, adjourned or postponed to a later date.

A stockholder’s instruction to “withhold authority,” “abstentions,” and “broker non-votes” will be counted as present and entitled to vote at the Annual Meeting for purposes of determining quorum. “Withhold authority” is a stockholder’s instruction to withhold authority to cast a vote “for” the election of one or more director nominees. An “abstention” represents an affirmative choice to decline to vote on a proposal other than the election of directors, including the proposals to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm and to approve the 2013 Omnibus Incentive Plan. A “broker non-vote” occurs when a bank, broker or other registered holder holding shares for a beneficial owner does not vote on a proposal because the registered holder has not received voting instructions on the proposal from the

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beneficial owner, and the subject matter of the proposal is one upon which such registered holder is not permitted under NYSE rules to vote uninstructed shares in its discretion. See “Discretionary voting” in “How many votes are required to approve each Proposal?” below.

How many votes are required to approve each Proposal?

Holders of record as of the record date will be entitled to one vote per share of common stock held by such holder on all matters to be voted on.compensation.

For the electionWhat We Pay and Why: Goals and Elements of directors, a “plurality” means that the director nominees receiving the highest number of “FOR” votes from our holders entitled to vote will be elected. Under our bylaws, our directors are elected by a plurality of the votes cast on each such director’s election by stockholders entitled to vote on the election of directors at the Annual Meeting. Withheld votes and broker non-votes will have no direct effect on the outcome of the election of directors.Compensation

A “majority” means, in most cases, for any matter or proposal presented, that such matter or proposal will be approved if it receives a number of “FOR” votes that is a majority of the votes cast by the holders of our shares of common stock entitled to vote thereon. Neither an abstention nor a broker non-vote will count as a vote cast “FOR” or “AGAINST” the proposal. Therefore, abstentions and broker non-votes will have no direct effect on the outcome of the proposal. Under our bylaws, the ratification of our independent registered public accounting firm and approval of our 2013 Omnibus Incentive Plan are decided by the vote of a majority of the votes cast in person or by proxy at the Annual Meeting by the holders of our shares of common stock entitled to vote thereon.

“Discretionary voting” occurs when a bank, broker or other registered holder does not receive voting instructions from the beneficial owner and votes those shares in its discretion on any proposal on which the NYSE rules permit such bank, broker or other registered holder to vote. As noted above, when banks, brokers and other registered holders are not permitted under the NYSE rules to vote without specific instructions from the beneficial owners, they are referred to as “broker non-votes.” The proposal to ratify PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2013 is the only proposal on which “discretionary voting” is allowed.

How does the Board recommend I vote on the Proposals?

The Board of Directors recommends you vote as follows:

2015 PROXY STATEMENT SUMMARY INFORMATION

To promote a performance-based culture that further aligns the interests of management and stockholders, in 2014 the executive compensation program focused extensively on variable, performance-based compensation. As illustrated in the charts below, the substantial majority of our Named Executive Officers’ total compensation as reported in the 2014 Summary Compensation Table was in the form of variable compensation (short-term and long-term).

Governance Dashboard

Key Governance Materials

1.Certificate of Incorporation

By-Laws

Corporate Governance Guidelines

Stockholder’s Agreement

Charter for Each Board Committee

Code of Business Conduct

Code of Ethics for Senior Financial Officers

You can access the key governance materials on the Investor Relations section of our website athttp://investor.t-mobile.com by selecting “Governance Documents” under the “Corporate Governance” tab. Instructions on how to obtain copies of the Company’s corporate governance materials can also be found on page 55. Certain of the key governance materials are also available viawww.sec.gov.

Governance Highlights

Unclassified Board and Annual Election of Directors

“FOR” the election of each of the director nominees11 Director Nominees

Separation of Chairman and Chief Executive Officer Roles

Lead Independent Director

Independent Audit, Compensation and Nominating and Corporate Governance Committee Chairs

Regular Executive Sessions of Independent Directors

Risk Oversight

Regular Board and Committee Self-Evaluations

Stockholder Right to Call Special Meeting

Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies

Executive Compensation Driven by Pay For Performance Philosophy

Share Ownership Guidelines for Executives and Directors

Cash and Equity Awards with Clawback Provisions

About the Board of Directors

Corporate Governance Guidelines and Code of Business Conduct

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CORPORATE GOVERNANCE

What do I need in order to attend the Annual Meeting?Board Composition

If you are a record holder of shares

Director Independence

Separate Chairman and Chief Executive Officer Roles

Lead Independent Director

CORPORATE GOVERNANCE

Board Meetings and Director Attendance

Communications with Directors

Board Committees and Related Matters

CORPORATE GOVERNANCE

Audit Committee

CORPORATE GOVERNANCE

Executive Committee

The Executive Committee has been established by our Board of Directors to review and provide guidance to our senior management regarding our strategy, operating plans and operating performance.

Nominating and Corporate Governance Committee

CORPORATE GOVERNANCE

Board’s Role in Risk Management

Director Compensation

Non-Employee Director Compensation Program

CORPORATE GOVERNANCE

The following table summarizes the compensation payable to the Company’s non-employee directors:

2014 Non-Employee Director Compensation Table

During fiscal year 2014, the Company’s non-employee directors received the following compensation for their services.

Non-Employee Director Stock Ownership Guidelines

CORPORATE GOVERNANCE

Who will tabulateDirector Nomination, Selection and count the votes?Qualifications

Votes will be countedQualifications and certified byDiversity

Nomination Process

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The following biographies provide certain information on each nominee’s occupation and business experience, age and other directorships held in public companies as of May 1, 2013.

W. Michael BarnesNominees

		W. Michael Barnes, age 70, has served
		Age: 72 Director since: 2004 Board committees: Audit, Compensation Other public company directorships: •   Advanced Micro Devices, Inc. (2003 to 2015)		Qualifications and skills to serve as a director: •  Complex financial management experience •   Extensive knowledge of technology industry •  Experience as public company chief financial officer, director of our Company since May 2004 and is acommittee member of the Audit Committee of the Board of Directors. Until the Business Combination was consummated on April 30, 2013, Dr. Barnes served as the chair of the Audit Committee of the Board and also served on the Compensation Committee. Dr.
Mr. Barnes held several positions at Rockwell International Corporation, a multi-industry company in high technology businesses including aerospace, commercial and defense electronics, telecommunication equipment, industrial automation systems and semi-conductorsemiconductor products manufacturing, between 1968 and 2001, including Senior Vice President, Finance & Planning, and Chief Financial Officer from 1991 through 2001. Dr. Barnes has served as a director of Advanced Micro Devices, Inc. since 2003 where he serves as Chairman of the Audit and Finance Committee and is a member of the Nominating and Corporate Governance Committee. Dr.Mr. Barnes holds a Ph.D. in operations research from Texas A&M University. He also holds Bachelor’s and Master’s degrees in industrial engineering from Texas A&M University. Dr. Barnes’s individual qualifications and skills that led to the conclusion that he should serve as a director include his extensive financial management and strong understanding of high technology related business.

Srikant Datar

T-Mobile      Notice of 2015 Annual Meeting and Proxy Statement		13

PROPOSAL 1 – ELECTION OF DIRECTORS

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Lawrence H. Guffey

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PROPOSAL 1 – ELECTION OF DIRECTORS

Timotheus Höttges

		Timotheus Höttges, age 50, has From March 2009 to December 2013, he served as Deutsche Telekom’s Chief Financial Officer (CFO) and a director of the Company and Chairmanmember of the Board since April 30, 2013, and is a member and chair of the Executive Committee of our Board of Directors. Mr. Höttges also serves as the Deputy Chief Executive Officer (since January 2013) and as Chief Financial Officer (sinceManagement. From December 2006 to March 2009) of Deutsche Telekom AG, our controlling stockholder and a leading integrated telecommunications company, and has been2009, he was a member of the Board of Management of Deutsche Telekom responsible for Finance and Controlling since March 2009. From December 2006, when he was first appointed to the board, until his appointment as Chief Financial Officer of Deutsche Telekom, he was the Group Board of Management member responsible for the T-Home Unit.Unit (fixed-network and broadband business, as well as integrated sales and service in Germany). From January 2003 to December 2006, Mr. Höttges headed European operations as a member of the Board of Management of T-Mobile International. Mr. Höttges studied Business Administration at the University of Cologne. Mr. Höttges’s individual qualifications and skills that led to the conclusion that he should serve as a director include his extensive and broad experience in the telecommunications industry gained through his positions of increasing responsibility in operations, corporate planning, mergers and acquisitions and finance.

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Raphael Kübler

T-Mobile      Notice of 2015 Annual Meeting and Proxy Statement		15

PROPOSAL 1 – ELECTION OF DIRECTORS

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Thorsten Langheim

	16

PROPOSAL 1 – ELECTION OF DIRECTORS

John J. Legere

		John J. Legere, age 54, has served
		Age: 56 Director since: 2013 Board committee: Executive		Qualifications and skills to serve as a directordirector: •  Chief Executive Officer of our Company since April 30, 2013T-Mobile •   Expertise in telecommunications and is a member of the Executive Committee of our Board of Directors. technology industries
Mr. Legere joined T-Mobile USA in September 2012 as President and Chief Executive Officer and became our President and Chief Executive Officer on April 30, 2013 upon the consummation of the Business Combination. Mr. Legere has over 3233 years’ experience in the U.S. and global telecommunications and technology industries. Prior to joining T-Mobile USA, Mr. Legere served as Chief Executive Officer of Global Crossing Limited, a telecommunications company, from October 2001 to October 2011. Before joining Global Crossing, he served as Chief Executive Officer of Asia Global Crossing; as president of Dell Computer Corporation’s operations in Europe, the Middle East, and Africa; as president Asia-Pacific for Dell; as president of AT&T Asia Pacific; as head of AT&T’s outsourcing program and as head of AT&T global strategy and business development. Mr. Legere serves on the CTIA Board of Directors. Mr. Legere received a Bachelor’s degree in Business Administration from the University of Massachusetts, a Master of Science degree as an Alfred P. Sloan Fellow at the Massachusetts Institute of Technology, and a Master of Business Administration degree from Fairleigh Dickinson University, and he completed Harvard Business School’s Program for Management Development (PMD). Mr. Legere’s individual qualifications and skills that led to the conclusion that he should serve as a director include his position as Chief Executive Officer of our Company and his extensive experience in the global telecommunications and technology industries.Development.

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René Obermann

T-Mobile      Notice of 2015 Annual Meeting and Proxy Statement		17

PROPOSAL 1 – ELECTION OF DIRECTORS

James N. Perry, Jr.

		James N. Perry, Jr., age 52, has been a director of our Company since November 2005 and is a member of the Audit Committee and Executive Committee of our Board of Directors. Prior to the consummation of the Business Combination, he also served as a member of the Nominating and Corporate Governance Committee, the Audit Committee and the Finance & Planning Committee of the Board until it was dissolved following the consummation of the Business Combination. Mr. Perry is a Managing Director of Madison Dearborn Partners,Blue Valley Advisors, LLC, a Chicago-based private equity investing firm that he co-founded in 1992, where he specializes in investing in companies in the telecommunications, media and technology services industries. A private equity fund managed by Madison Dearborn Partners, LLC is an investor in our Company. Mr. Perry also presently serves as a director of Univision Communications, Inc. Mr. Perry previously served on the board of directors of Nextel Partners from July 2003 to June 2006 and the board of directors of Cbeyond, Inc. from March 2000 until July 2010. Mr. Perry received a Bachelor’s degree from the University of Pennsylvania and an MBA from the University of Chicago. Mr. Perry’s individual qualifications and skills that led to the conclusion that he should serve as a director include his extensive experience in private equity, and in particular his experience investing in companies in the telecommunications industry.

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Teresa A. Taylor

		Teresa A. Taylor, age 49, has served as a director of our Company since April 30, 2013 and is a member of and chair of the Compensation Committee of our Board of Directors.advisory firm. Ms. Taylor served as Chief Operating Officer of Qwest Communications, Inc., a telecommunications carrier, from August 2009 to April 2011. She served as Qwest’s Executive Vice President, Business Markets Group, from January 2008 to April 2009 and served as its Executive Vice President and Chief Administrative Officer from December 2005 to January 2008. Ms. Taylor served in various positions with Qwest and the former US West beginning in 1987. During her 24-year tenure with Qwest and US West, she held various leadership positions and was responsible for strategic planning and execution, sales, marketing, product, development,network, information technology, human resources and corporate communications and social responsibility. Ms. Taylor also is a director of First Interstate BancSystem, Inc. and NiSource, Inc. She also serves as an executive advisor to Governor Hickenlooper of Colorado, assisting the Office of Economic Development and International Trade.communications. Ms. Taylor received a Bachelor of Science degree from the University of Wisconsin-LaCrosse. Ms. Taylor’s individual qualifications and skills that led to the conclusion that she should serve as a director include her extensive experience in the technology, media and the telecommunications sectors, including her knowledge regarding strategic planning and execution, technology development, human resources, labor relations and corporate communications.

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Kelvin R. Westbrook

				Kelvin R. Westbrook, age 57, has served as a director of our Company since April 30,
		Age: 59 Director since: 2013 is a member and chair of the Board committees: Audit, Nominating and Corporate Governance Committee of our Board of Directors,(Chair) Other public company directorships: •   Archer-Daniels-Midland Company •  Stifel Financial Corp. •   Camden Property Trust		Qualifications and isskills to serve as a member ofdirector: •  Expertise in the Compensation Committee of our Board. telecommunications industry •   Core legal, media, marketing and risk analysis skills •  Public company director and committee experience
Mr. Westbrook is President and Chief Executive Officer of KRW Advisors, LLC, a consulting and advisory firm, a position he has held since October 2007. Since 2003, Mr. Westbrook has also been a Director of Archer-Daniels-Midland Company (“ADM”). Mr. Westbrook currently serves as the Chairman of ADM’s Compensation/Succession Committee. Mr. Westbrook also served as Chairman and Chief Strategic Officer of Millennium Digital Media Systems, L.L.C. (“MDM”), a broadband services company that later changed its name to Broadstripe LLC, from September 2006 until October 2007. Mr. Westbrook was also President and Chief Executive Officer of MDM from May 1997 until October 2006. Broadstripe LLC (formerly MDM) and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009, approximately fifteen months after Mr. Westbrook resigned. Mr. Westbrook has also served as a director and member of the Audit Committee of Stifel Financial Corp. since August 2007, as a director of Angelica Corporation from February 2001 to August 2008 and as Trust Manager since May 2008, and chair of the Audit Committee since March 2012, of Camden Property Trust. Mr. Westbrook received an undergraduate degree in Business Administration from the University of Washington and a Juris Doctor degree from Harvard Law School. Mr. Westbrook’s individual qualifications and skills that led to the conclusion that he should serve as a director include his extensive experience on other public company boards, knowledge of the telecommunications industry, and legal, media, marketing and risk analysis expertise.

The Board of Directors recommends that you vote

“FOR”

the election of each of the above named nominees.

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Executive Management

Set

The following sets forth below is information concerningregarding the executive officers of the Company who are not also directors, including their ages, as of May 1, 2013. ForCompany. Biographical information aboutpertaining to Mr. Legere, our President and Chief Executive Officerwho is both an executive officer and a memberdirector of our Board of Directors, see page 15, above.

James (Jim) C. Alling, age 52, serves as our Executive Vice President and Chief Operating Officer T-Mobile Business. In this role, Mr. Alling is in charge of customer-facing activities for a subscription base of over 33 million users. Mr. Alling has also served as the Chief Operating Officer of T-Mobile USA since August 2009. Before joining T-Mobile USA, Mr. Alling worked as a President of Starbucks Coffee Company, a global coffee company and coffeehouse chain, for eleven years, until July 2008. Mr. Alling began his career in 1985 at Nestle S.A., where he held various senior management positionscan be found in the packaged goods marketing sector before eventually becoming a VP/General Manager for Nestle USA. Mr. Alling received a BachelorSection entitled “Proposal 1—Election of Arts degree from DePauw University in Greencastle, Indiana with a double major in Economics and Spanish; he then obtained a Master of International Management degree from the Thunderbird School of International Management.Directors”.

David R. Carey, age 59, serves as our as Executive Vice President, Corporate Services, responsible for leading the Enterprise Program Office, Corporate Communications, Corporate Real Estate, Corporate Responsibility and the CEOChief Executive Officer Staff. Mr. Carey has also served in the same role with T-Mobile USA since FebruaryMarch 2013. Before joining T-Mobile USA, from October 2011 to March 2013, Mr. Carey served as the CEOChief Executive Officer and Founder of TeleScope Advisors, LLC, an advisory firm specializing in telecommunications. Mr. Carey served as Executive Vice President at Global Crossing Limited, a telecommunications company, from September 1999 to October 2011. Mr. Carey’s career spans 35 years in the telecom and energy services industries. His experience in telecom includes leadership positions at AT&T, LG&E Energy, Frontier Communications and Global Crossing. He currently serves on the advisory board of Hewlett-Packard Corporation. Mr. Carey holds a Master of Science in Management Science from the Massachusetts Institute of Technology, where he was appointed to a Sloan Fellowship, and received his Bachelor of Science degree at Clarkson University.

J. Braxton Carter, age 54, serves as our Executive Vice President and Chief Financial Officer, and Treasurer, and is responsible for leading the financial functions of the Company. Mr. Carter served as MetroPCS’s Chief Financial Officer from February 2008March 2005 until the consummation of the Business Combination. Mr. Carter also served as MetroPCS’s Vice Chairman from May 2011 until the consummation of the Business Combination. From March 2005 to February 2008, he was Senior Vice President and Chief Financial Officer and from February 2001 to March 2005 he was Vice President, Corporate Operations of MetroPCS. Mr. Carter also has extensive senior management experience in the wireless and retail industry and spent ten years in public accounting. Mr. Carter is a certified public accountant. Mr. Carter presently serves on the Board of Directors of, and as Chairman of the Audit Committee of e-Rewards, Inc.,Research Now, and serves on the Board of AdvisorsAlumni for the Leeds School of Amdocs Limited.Business of the University of Colorado. Mr. Carter received a Bachelor of Science degree from Thethe University of Colorado with a major in accounting.

Peter A. Ewens, age 50, serves as our Executive Vice President, Corporate Strategy. He leads the Company’s corporate strategy, business development and M&A activities, which include spectrum strategy and acquisitions, co-brand partnerships, and T-Mobile’s participation as a founding partner in the Isis mobile commerce joint venture with AT&T and Verizon Wireless. Mr. Ewens has also served as Executive Vice President and Chief Strategy Officer of T-Mobile USA since July 2010. From April 2008 until July 2010, Mr. Ewens was Senior Vice President, Corporate Strategy at T-Mobile USA. Before joining T-Mobile USA, Mr. Ewens was Vice President of OEM Business at Sun Microsystems, a computer software and information technology services company, from June 2006 through March 2008. Before that, Mr. Ewens was a partner at McKinsey & Company, a global management consulting firm. Mr. Ewens received a Master of Science in Management from the Sloan School at Massachusetts Institute of Technology, and Master’s and Bachelor’s degrees in Electrical Engineering from the University of Toronto.

Alexander Andrew (Drew) KeltonThomas C. Keys, age 54, serves as our Executive Vice President, Business-to-Business (B2B),T-Mobile Indirect Channels, responsible for leading the B2B organization, helping to redefine the B2B wireless experienceour partner relationships, including dealers, for the

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Company’s business customers, T-Mobile and growing market share in this important segment. Mr. Kelton has also served as T-Mobile USA’s Executive Vice President of B2B since April 2013.MetroPCS brands. Previously, Mr. KeltonKeys served as President of Bharti Airtel Business, a leading Indian global telecommunications company, from June 2010 to April 2013. Before that, he served as the Managing Director for Telstra Corporation Limited, an Australian telecommunications and media company, responsible for international operations, from May 2002 to June 2010. Previously, Mr. Kelton held executive posts with Asia Global Crossing Limited, a telecommunications company, and Saturn Global Network Services Holdings Limited, an international provider of end-to-end managed voice and data services. Mr. Kelton has also held a variety of international sales, marketing, product and engineering roles with Timeplex, LLC, a provider of networking systems and support services, and The Plessey Co. plc., a British-based international electronics, defense and telecommunications company. Mr. Kelton serves on the board of directors of Mobile Active (Australia), a mobile advertising, design and development company, and the board of directors of Limas StockWatch (Indonesia), a financial services information company. Mr. Kelton received a Bachelor of Science degree in electronics and electrical engineering from the University of Western Scotland.

Thomas C. Keys, age 54, serves as our Executive Vice President and Chief Operating Officer, MetroPCS Business responsible for leading the operations of the MetroPCS business unit including all customer-facing activities relatedfrom April 2013 to the MetroPCS brands.February 2015. Mr. Keys served as MetroPCS’s President from May 2011 until the consummation of the Business Combination, and as Chief Operating Officer since June 2007. Mr. Keys also served as MetroPCS’s President from June 2007 to December 2007, Senior Vice President, Market Operations, West, from January 2007 until June 2007, and as Vice President and General Manager, Dallas, from April 2005 until January 2007. Mr. Keys received a Bachelor of Arts degree from State University of New York at Oswego, and a Master of Arts from Syracuse University.

Gary A. King serves as our Executive Vice President, Chief Information Officer, and is responsible for managing the development of information technology systems. Prior to joining T-Mobile, Mr. King served as Executive Vice President and Chief Information Officer of Chico’s FAS, Inc. from October 2004 to April 2013. Previously, he was the Chief Information officer of Barnes & Noble Inc. from May 2002 to October 2004 and also served as its Vice President. Prior to that, Mr. King served as Executive Vice President-Operations of Barnesandnoble.com since December 31, 2001 and its Chief Technology Officer from January 1999 to May 2002. Prior to that, he spent ten years from 1988 to 1999 with Avon Products, Inc., and served as its Vice President, Global Information Technology from 1996 to 1999. He also held various systems management positions with Unisys Corporation and Burroughs Corporation from 1982 to 1987. Mr. King serves on the Advisory Board of Center for the Supply Chain Management at the University of Florida. Mr. King received a Bachelor of Science degree from the University of Florida with a major in computer science.

EXECUTIVE OFFICERS

David A. Miller, age 52, serves as our Executive Vice President, General Counsel and Secretary. Mr. Miller oversees all legal affairs and government affairs functions of the Company. Mr. Miller has also served as T-Mobile USA’s Chief Legal Officer, Executive Vice President, General Counsel and Secretary. Mr. Miller was appointed Senior Vice President and General Counsel of T-Mobile USA in April 2002 and Executive Vice President in January 2011. Previously, Mr. Miller served as Director of Legal Affairs for Western Wireless (a predecessor to T-Mobile USA) from March 1995 to May 1999, and he became Vice President of Legal Affairs of VoiceStream Wireless Corporation in May 1999 following its spin-off from Western Wireless. VoiceStream Wireless was acquired by Deutsche Telekom in May 2002,2001, when it became T-Mobile USA. Prior to joining Western Wireless, Mr. Miller was an attorney with the law firm of Lane Powell and began his law career as an attorney with the firm McCutchen, Doyle, Brown and Enersen (now Bingham McCutchen).Enersen. Mr. Miller serves on the Board of Directors of the Competitive Carriers Association and is a member of its Executive Committee. Mr. Miller received a Bachelor’s degree in Economics from the University of Washington and a Juris Doctor from Harvard Law School.

Larry L. Myers, age 58, serves as our Executive Vice President, Human Resources. Mr. Myers is responsible for leading the human resources function that supports 38,000our employees across the country. Mr. Myers has also served as Executive Vice President of Human Resources and Chief People Officer of T-Mobile USA since June 2008. From January 2001 to May 2008, Mr. Myers served as senior vice president of human resources for Washington Group International, a corporation which provided integrated engineering, construction, and management services to businesses and governments around the world. Mr. Myers has more than 35 years of experience in human resources management. Mr. Myers received degrees in sociology and business administration from Idaho State University.

Neville R. Ray, age 50, serves as our Executive Vice President and Chief Technology Officer. Mr. Ray joined T-Mobile USA, (then VoiceStream)then VoiceStream, in April 2000 and since December 2010 has served as its Chief Technology Officer, responsible for the national management and development of the T-Mobile USA wireless network and the company’s IT services and operations. Prior to joining T-Mobile USA, from September 1996 to September 1999, Mr. Ray served as Network Vice President for Pacific Bell Mobile Services. He iscurrently serves as Chairperson

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of 4G Americas, which promotes and facilitates the seamless deployment throughout the Americas of the 3GPP family of technologies, including HSPA, HSPA+, and LTE. He has also served as a member of the National Telecommunications and Information Administration’s Commerce Spectrum Management Advisory Committee (CSMAC) and the Federal Communications Commission’s Communications Security, Reliability and Interoperability Council (CSRIC).Council. Mr. Ray is an honors graduate of The City University of London and a member of the Institution of Electrical and Electronic Engineers and the Institution of Civil Engineers.

G. Michael (Mike) Sievert, age 44, serves as our Chief Operating Officer. Mr. Sievert is responsible for guiding all customer-facing operations across the business, including marketing, sales and customer care for all of our direct and indirect channels and each of our brands. Mr. Sievert served as our Executive Vice President and Chief Marketing Officer.Officer from April 2013 to February 2015 and from November 2012 to April 2013, Mr. Sievert is responsible for strategic development and execution of all marketing, product development, and pricing programs and activities for the Company. Mr. Sievert has also served aswas Executive Vice President and Chief Marketing Officer of T-Mobile USA since November 2012.USA. Prior to joining T-Mobile USA, Mr. Sievert was an entrepreneur and investor involved with several Seattle-areaSeattle area start-up companies, most recently serving as CEOChief Executive Officer of Discovery Bay Games, a maker of accessories and add-ons for tablet computers, from April 2012 to November 2012. From April 2009 to June 2011, he was Chief Commercial Officer at Clearwire Corporation, a broadband communications provider, responsible for all customer-facing operations. From February 2008 to January 2009, Mr. Sievert was co-founder and CEOChief Executive Officer of Switchbox Labs, Inc., a consumer technologies developer, leading up to its sale to Lenovo. He also served from January 2005 to February 2008 as Corporate Vice President of the worldwide Windows group at Microsoft Corporation, responsible for global product management and P&L performance for that unit. Prior to Microsoft, he served as Executive Vice President and Chief Marketing Officer at AT&T Wireless for three years. He also served as Chief Sales and Marketing officerOfficer at E*TRADE Financial and began his career with management positions at Procter & Gamble and IBM. He has served on the boards of Rogers Wireless in Canada, Switch & Data Corporation, and a number of technology start-ups. Mr. Sievert received a Bachelor’s degree in Economics from the Wharton School at the University of Pennsylvania.

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Corporate Governance

The Board of Directors is elected by our stockholders to exercise its business judgment to oversee and monitor the strategy, management and business of the Company. To assist the Board in carrying out its duties and responsibilities, the Board, among other things, has adopted corporate governance guidelines and a code of business conduct, appointed a lead independent director, and created and delegated certain authority to several committees of the Board.

Controlled Company Exemption

As a result of the consummation of the Business Combination, Deutsche Telekom beneficially owns approximately 74% of our common stock on a fully-diluted basis. Accordingly, we qualify as a “controlled company” under Section 303A.00 of the NYSE Listed Company Manual. As a controlled company, we are exempt from the requirements to have:

In addition, as a controlled company, we are exempt from the requirements under SEC final Rule 10C-1, which implements Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or the Dodd-Frank Act, and related NYSE rules, relating to compensation committee member independence and compensation committee consultants.

We have chosen to take advantage of the controlled company exemptions described above. Our Board of Directors does not have a majority of independent directors. Although our Board has established a Nominating and Corporate Governance Committee and a Compensation Committee, neither of these committees is composed entirely of independent directors. In the event we cease to be a controlled company, we will be required to comply with all of the corporate governance standards under the NYSE’s rules, subject to applicable transition periods.

Corporate Governance Guidelines and Code of Business Conduct

After the consummation of the Business Combination, our Board of Directors updated our corporate governance guidelines, which, together with our certificate of incorporation, bylaws and the Stockholder’s Agreement, set forth the framework within which the Board, together with its committees, directs the affairs of the Company. The corporate governance guidelines provide for, among other things, the role and function of the Board, director qualifications, and director independence and compensation. The Board also updated our code of business conduct, which establishes the standards of ethical conduct applicable to all of our directors, officers and employees. In addition, the Company has a code of ethics for senior financial officers. The code of business conduct addresses, among other things, ethical conduct, competition and fair dealing, financial reporting, protection of Company assets, confidentiality, corporate opportunities, insider trading, employee misconduct, conflicts of interest, compliance with laws and the process for reporting suspected violations of the code of business conduct. Our code of ethics for senior financial officers addresses ethical conduct, full, fair and accurate disclosure in documents we file with the SEC and other regulatory agencies, compliance with laws, and the process for reporting suspected violations of the code of ethics. Our corporate governance guidelines, the code of business conduct and the code of ethics for senior financial officers are publicly available on our website at www.t-mobile.com by clicking the “Investor Relations” hyperlink located in the footer of the Home page, and then selecting “Corporate Governance”. Any waiver of our code of business conduct with respect to any of our directors or executive officers and any waiver of our code of ethics for senior financial officers with respect to our Chief Executive Officer, Chief Financial Officer, treasurer, principal accounting officer, or controller or persons performing similar functions may be authorized only by our Board or a committee thereof and will be disclosed on our website in the manner and to the extent required by applicable SEC and NYSE rules.

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Pursuant to the corporate governance guidelines, our Board of Directors adopted stock ownership guidelines for non-employee directors and executive officers. Each non-employee director who participates in the Company’s non-employee director compensation program is expected to acquire and maintain ownership of shares of common stock equal in value to five times the annual retainer for Board service. Each executive officer is expected to acquire and maintain ownership of shares of common stock equal in value to a specified multiple of base salary (five times for the Chief Executive Officer and three times for the other executive officers). These individuals are expected to meet the ownership guidelines within five years from the date of adoption of the guidelines or, if later, five years from the commencement of service or employment, and are expected to retain at least 50% of the shares of common stock acquired through the Company’s equity compensation plans until the ownership thresholds are met.

Board’s Role in Risk Management

Management of the Company, including the Chief Executive Officer and the other executive officers of the Company, is primarily responsible for managing the risks associated with the operation, financial and disclosure controls, and business of the Company. The financial, strategic, operational, compliance, legal/regulatory, and reputational risks to the Company are considered by management when it conducts its enterprise-wide risk assessment, and are reviewed and updated regularly in connection with the operational, financial, and business activities of the Company.

The Board of Directors assesses Company risks and strategies for risk mitigation, and it manages its risk oversight function primarily through the Audit Committee of the Board. As such, the Audit Committee has primary responsibility for overseeing the Company’s enterprise risk assessment and risk management policies. In performing this function, the Audit Committee discusses policies with respect to risk assessment and risk management, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. To assist the Audit Committee with its risk assessment function, the senior internal audit officer of the Company reports to the Audit Committee, has regular meetings with the Audit Committee without the participation of management of the Company, and provides an enterprise-wide risk assessment to the Audit Committee, which reviews and provides feedback to the Company and also shares the enterprise-wide risk assessment with the Board. The Audit Committee also has certain responsibilities with respect to the Company’s compliance and ethics programs.

The Executive Committee of the Board of Directors, charged with reviewing and providing guidance to senior management of the Company regarding the Company’s strategy, operating plans and operating performance, is also key in helping the Board perform its risk oversight function by considering strategic operating goals, opportunities and risks. In addition, the Compensation Committee of the Board designs our compensation program to encourage appropriate risk-taking while discouraging behavior that may result in unnecessary or excessive risk, and it periodically reviews with management the Company’s compensation programs for all employees, including management’s assessment as to whether risks arising from such programs are reasonably likely to have a material adverse effect on the Company. Finally, a report of all committee meetings, including those of the Audit Committee, Compensation Committee, and Executive Committee, are presented to the Board on a regular basis.

Board Leadership Structure

Separate Chairman and Chief Executive Officer Roles. Our Board of Directors has chosen to separate the roles of Chairman of the Board and Chief Executive Officer, and has appointed Timotheus Höttges, Deutsche Telekom’s Deputy Chief Executive Officer and Chief Financial Officer, as the Chairman of the Board. The Board has also appointed Teresa A. Taylor as the Company’s lead independent director.

The Company believes that separating the roles of Chief Executive Officer and Chairman of the Board of Directors is appropriate for the Company and in the best interests of the Company and its stockholders at this

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time. Over the past several years, demands made on boards of directors have been ever increasing, in large part due to increased regulation under the federal securities laws, national stock exchange rules and other federal and state regulatory changes and, more recently, challenging economic circumstances. The non-executive Chairman manages the overall Board function and his current responsibilities include chairing all regular sessions of the Board, establishing the agenda for each Board meeting in consultation with the lead independent director, the Chief Executive Officer and other senior management as appropriate, and helping to establish, coordinate and review the criteria and methods for at least annually evaluating the effectiveness of the Board and its committees. The separation of the offices allows Mr. Höttges to focus on management of Board matters and allows our Chief Executive Officer to focus his talents and attention on managing our business. Additionally, we believe the separation of the offices ensures the objectivity of the Board in its management oversight role, specifically with respect to reviewing and assessing the Chief Executive Officer’s performance. The Board believes that its role in risk oversight did not impact the leadership structure chosen by the Board.

Lead Independent Director. The lead independent director, a position currently held by Teresa A. Taylor, coordinates the activities of the Company’s independent directors, calling and presiding over the executive sessions of the independent members of the Board of Directors and functioning as a liaison between such independent directors and the Chairman of the Board and/or the Chief Executive Officer. As noted above, the lead independent director assists the Chairman of the Board in setting the Board’s agenda, and also provides input on the flow of information to the Board and Board meeting schedules. These responsibilities allow the lead independent director to have meaningful input into the agenda of the Board and in leading the Company.

Communications with Chairman, Presiding Director and Directors. The Company has procedures to facilitate communications among the directors, employees, stockholders and other interested third parties. Any person wishing to contact the Chairman of the Board, the Board as a whole, the lead independent director, or any individual director may do so in writing addressed to the Company as follows:

T-Mobile US, Inc.

The Board of Directors c/o Corporate Secretary

12920 SE 38th Street

Bellevue, Washington 98006-1350

Upon receipt, the communication will be distributed to the Chairman of the Board, the lead independent director, or any director, in each case depending on the facts and circumstances outlined in the communication. Letters directed to the Board of Directors or any director are reviewed by the Company to determine whether a response on behalf of the Board is appropriate. While the Board oversees management, it does not participate in day-to-day management functions or business operations and is not normally in the best position to respond to inquiries related to those matters. Accordingly, we will direct those types of inquiries to an appropriate officer or employee of the Company for a response. In addition, the Board has requested that certain items that are unrelated to the duties and responsibilities of the Board should be excluded or redirected, as appropriate, such as: business solicitations or advertisements, junk mail and mass mailings, new product suggestions, product complaints, product inquiries, resumes and other forms of job inquiries, spam, and surveys. In addition, material that is unduly hostile, threatening, potentially illegal or similarly unsuitable will be excluded. Responses to letters, or any communication that is excluded, is maintained by the Company and is available to any director upon request.

If a response on behalf of the Board of Directors, the lead independent director, the directors, or any director is appropriate, the Company gathers any information and documentation necessary for answering the inquiry and provides the information and documentation, as well as the proposed response, to the appropriate director or directors. The Company may also attempt to communicate with the stockholder or interested party for any necessary clarification. Of course, certain circumstances may require that the Board depart from the procedures outlined above.

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Executive Sessions of Directors

Executive sessions, or meetings of outside (non-management) directors without management present, are held at each regularly scheduled Board of Directors meeting, or more frequently, if necessary. The Chairman of the Board presides at such executive sessions as long as he is a non-management director. If the Chairman of the Board is not present at a non-management executive session, the lead independent director presides. If neither the Chairman of the Board nor the lead independent director is present or available at a non-management executive session, the non-management directors present elect among their members a director to chair such executive session. At these executive sessions, the outside directors review such matters as the Chairman of the Board (as long as he is a non-management director) or lead independent director or the other members of the Board may raise, including strategic, operational, or financial issues and management performance and succession.

In addition, our corporate governance guidelines require the independent directors of the Board of Directors to meet at least once each year in executive session, and the lead independent director presides at such executive session.

Board Composition and Deutsche Telekom Board Designation Rights

Pursuant to the terms of the Business Combination Agreement, the size of our Board of Directors was fixed at eleven upon consummation of the Business Combination. Subject to the provisions of our certificate of incorporation and the Stockholder’s Agreement, the size of our Board may be changed in the manner prescribed by our bylaws.

Pursuant to our certificate of incorporation and the Stockholder’s Agreement, Deutsche Telekom generally has the right to designate as nominees for election to our Board of Directors a number of individuals, each of which we refer to as a Deutsche Telekom designee, equal to the percentage of our common stock and other capital stock entitled to vote generally in the election of directors beneficially owned by Deutsche Telekom, or stock ownership percentage, multiplied by the number of directors on our Board, rounded to the nearest whole number. Pursuant to the Stockholder’s Agreement, each Deutsche Telekom designee must not be prohibited or disqualified from serving as a director on the Company’s Board pursuant to any rule or regulation of the SEC, the NYSE or any other or additional exchange on which securities of the Company are listed or by applicable law. Pursuant to the Stockholder’s Agreement, we and Deutsche Telekom have agreed to use our reasonable best efforts to cause the Deutsche Telekom designees to be elected to our Board. In addition, our certificate of incorporation and the Stockholder’s Agreement provide that each committee of the Board shall include in its membership a number of Deutsche Telekom designees in proportion to its stock ownership percentage, rounded to the nearest whole number, except to the extent such membership would violate applicable securities laws or stock exchange rules. However, no committee of the Board may consist solely of directors who are also officers, employees, directors or affiliates of Deutsche Telekom. Deutsche Telekom will have these board designation rights as long as Deutsche Telekom’s stock ownership percentage is 10% or more of the outstanding shares of our common stock.

If at any time the number of Deutsche Telekom designees then serving as directors on our Board of Directors or as members of any committee of our Board exceeds the number of Deutsche Telekom designees that Deutsche Telekom is entitled to designate, Deutsche Telekom will be required to cause the number of Deutsche Telekom designees then serving as directors on our Board or as members of such committee of our Board representing such excess to resign immediately as directors or committee members, as applicable.

Under our certificate of incorporation and the Stockholder’s Agreement, we and Deutsche Telekom have agreed to use our reasonable best efforts to cause at least three members of our Board of Directors to be considered “independent” under SEC and NYSE rules, including for purposes of Rule 10A-3 promulgated under the Securities Exchange Act of 1934, or the Exchange Act. We currently have five directors that our Board has determined are independent under NYSE rules.

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The Board of Directors has unanimously nominated the eleven nominees listed in this Proxy Statement to stand for election at the Annual Meeting to serve a one-year term ending at the 2014 Annual Meeting of Stockholders. Each of the nominees is an incumbent director and has consented to stand for re-election. Messrs. Höttges, Kübler, Langheim, Obermann, Guffey, Datar and Westbrook and Ms. Taylor were designated for nomination by Deutsche Telekom pursuant to its rights under our certificate of incorporation and the Stockholder’s Agreement.

Nomination Process, Director Candidate Selection and Qualifications

Subject to Deutsche Telekom’s board designation rights under our certificate of incorporation and the Stockholder’s Agreement, which are described above, the Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending candidates to the Board of Directors for nomination to the Board. The Committee may consider proposed director candidates from numerous sources, including stockholders, directors and officers. Subject to Deutsche Telekom’s board designation rights, the Board is responsible for nominating directors for election by the stockholders and filling any vacancies on the Board that may occur.

Qualifications and Diversity. Subject to Deutsche Telekom’s board designation rights, our Nominating and Corporate Governance Committee is responsible for reviewing and approving potential director candidates and recommending them for consideration by our Board of Directors. The Chair of the Nominating and Corporate Governance Committee is an independent director. The Committee considers certain director selection guidelines adopted by our Board in evaluating candidates for election to the Board and making recommendations to the Board regarding director nominations. Under these director selection guidelines, the Committee considers the following qualifications, among others, of each director candidate:

Our Board of Directors does not have a formal policy with respect to diversity on the Board. Rather, diversity is one of many factors under our director selection guidelines that the Nominating and Corporate Governance Committee considers when evaluating potential director candidates. Our director selection guidelines do not narrowly define diversity by reference to gender and race; rather, diversity is broadly interpreted to include other factors such as age, geographic and professional diversity. In connection with its general responsibility to monitor and advise the Board on the size, role, function and composition of the Board, the Nominating and Corporate Governance Committee will periodically consider whether the Board represents the overall mix of skills and

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characteristics described in the director selection guidelines, including diversity and the other factors described above. Subject to Deutsche Telekom’s board designation rights, the selection process for director candidates is intended to be flexible, and the Nominating and Corporate Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach.

Nomination Process. In addition to candidates designated by Deutsche Telekom pursuant to its rights under our certificate of incorporation and the Stockholder’s Agreement, the Nominating and Corporate Governance Committee considers possible director candidates from a number of sources, including those recommended by stockholders, directors, or officers. In addition, the Committee may engage the services of outside consultants and search firms to identify potential director candidates. One or more members of the Nominating and Corporate Governance Committee interview all new director candidates that the Committee determines to consider as a potential nominee. If a candidate is recommended by the Nominating and Corporate Governance Committee, he or she may then be interviewed by other current members of the Board of Directors. If appropriate, a candidate may also be interviewed by other members of the Company’s executive management. Subject to Deutsche Telekom’s board designation rights, the full Board will approve all final nominations after considering the recommendations of the Nominating and Corporate Governance Committee.

With regard to the eleven incumbent directors whose terms are set to expire at the Annual Meeting and are being nominated for re-election to the Board of Directors, our Board considered each director’s expertise, qualifications, attributes and skills, his or her overall service during the director’s term, including the number of meetings attended, his or her level of participation, the quality of his or her performance and whether he or she meets the independence standards set forth under applicable laws, regulations and NYSE rules. Each nominee for re-election as a director must consent to stand for re-election, and each of the Company’s nominees for directors named in this Proxy Statement consented to stand for re-election and indicated he or she would serve if elected.

Stockholder Nomination Procedures. In addition to nominations approved by the Board of Directors as described above, stockholders may nominate candidates for election to the Board to the extent permitted under our bylaws. To be eligible to nominate a candidate for election to the Board, the stockholder must be a holder of record as of the record date for the annual or special meeting at which directors are being elected and as of the time the stockholder submits its nomination in accordance with the bylaws. The stockholder must provide prior written notice of a candidate to be considered as a nominee to our secretary at our executive offices prior to the deadline before our annual meeting or special meeting at which directors are to be elected, as described in our bylaws. The stockholder must also provide the information set forth in our bylaws for each such proposed nominee of the stockholder, including the name, age, citizenship, residence and addresses of the proposed nominee, the principal occupation of each proposed nominee with the name, type of business and address of the corporation or other organization in which such occupation is carried on, the qualifications of such proposed nominee to serve as a director, the class and number of shares of the Company’s common stock beneficially held, either directly or indirectly, by the proposed nominee, a description of any arrangement between the proposed nominee and the person making the nomination regarding future employment or any future transaction to which the Company may be a party, and all information required by the director questionnaire then in use by the Company. The stockholder making the nomination (individually and on behalf of those with whom such nomination is made) must also provide the name and address of such stockholder as they appear on the Company’s books and records, the class and number of shares of capital stock of the Company that are owned by such stockholder(s), the voting rights of such stockholder(s), and the hedging and derivative positions of such stockholder(s), if any, in the Company’s capital stock.

Director Independence

The Board of Directors evaluates the independence of each director in accordance with applicable laws and regulations, NYSE rules and our corporate governance guidelines, and based upon the recommendation, advice, and information of the Nominating and Corporate Governance Committee. As a “controlled company” under NYSE rules, we are exempt from the requirement to have a majority of directors on our Board be independent. However, pursuant to our certificate of incorporation, the Stockholder’s Agreement and our corporate

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governance guidelines, the Board is required to have at least three directors (including all the members of the Audit Committee) who meet the director independence standards included in NYSE rules, and we currently have five directors who our Board has determined to be independent. At such time as we no longer meet the definition of a “controlled company” under NYSE rules, our Board will be required to have a majority of directors who meet such independence standards, subject to any applicable transition period. The Board considers all relevant facts and circumstances in making an independence determination, including among other things, making an affirmative determination that the director has no material relationship with the Company directly or as an officer, stockholder, or partner of an organization that has a material relationship with the Company. With respect to certain types of relationships, NYSE rules require us to consider a director’s relationship with the Company, and also with any parent or subsidiary in a consolidated group with the Company, which includes Deutsche Telekom and its affiliates.

The Board of Directors has determined that Messrs. Barnes, Datar, Perry and Westbrook and Ms. Taylor are independent under NYSE rules and our corporate governance guidelines. In addition, the Board has determined that each member of the Audit Committee meets the heightened independence criteria applicable to audit committee members under NYSE rules. Prior to the consummation of the Business Combination, our then-current Board of Directors had previously determined that Messrs. Callahan, Landry and Patterson, who were members of our Board until the consummation of the Business Combination, and Messrs. Barnes and Perry, were independent under NYSE rules and the Company’s corporate governance guidelines then in effect.

In making its director independence determinations with respect to the current members of the Board of Directors, our Board considered, among other things, the following relationships and concluded that they are not material and therefore, do not preclude a finding of independence:

Board and Board Committees

Directors are expected to attend all meetings of our Board of Directors and each committee on which they serve, as well as our Annual Meeting of Stockholders. In 2012, our Board (as then constituted) met 22 times. During 2012, each then-director attended at least 86% of the total number of Board meetings and at least 77% of all meetings of committees on which such director served. Roger D. Linquist, a member of our Board until the consummation of the Business Combination, attended our Annual Meeting of Stockholders in 2012.

After the consummation of the Business Combination, the standing committees of our Board of Directors consist of an Audit Committee, a Nominating and Corporate Governance Committee, a Compensation Committee (including a Section 16 Subcommittee) and an Executive Committee. The Board also, from time to time, can create ad hoc committees of the Board that have a specific purpose.

The current members of each committee of the Board of Directors are listed below:

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Prior to the consummation of the Business Combination, the committees of our Board of Directors consisted of an Audit Committee, a Nominating and Corporate Governance Committee, a Compensation Committee and Finance and Planning Committee. In 2012, our Board (as then constituted) created a Special Committee to consider the Business Combination and alternatives to the Business Combination. All of our then-directors, except Mr. Linquist, each of whom was independent, served on the Special Committee. Upon consummation of the Business Combination, the Board dissolved the Finance and Planning Committee. The members of each committee of the Board of Directors prior to the consummation of the Business Combination are listed below:

Effective upon the consummation of the Business Combination, Messrs. Callahan, Landry, and Patterson, as well as Roger D. Linquist, who previously served as our Chairman of the Board of Directors and Chief Executive Officer, resigned from the Board. In addition, Dr. Barnes ceased to serve on our Compensation Committee.

Audit Committee. The current members of our Audit Committee, who were appointed effective immediately after the consummation of the Business Combination, are Srikant Datar, who serves as Chair, W. Michael Barnes and James N. Perry, Jr. Each of the members of the Audit Committee has been affirmatively determined by our Board of Directors to be independent in accordance with applicable laws and regulations and NYSE rules. Each member of the Audit Committee also has been found by our Board to be financially literate within the meaning of NYSE rules. No member of the Committee is, or has been, associated with the Company’s auditors or accountants, or has performed “field work,” and no member of the Audit Committee is, or has been, a full-time or part-time employee of the Company. Our Board has determined that Srikant Datar and W. Michael Barnes are “audit committee financial experts,” as such term is defined in Item 407(d)(5) of Regulation S-K, and have accounting or related financial management expertise, as required under NYSE rules, because of Dr. Datar’s extensive experience as a professor of accounting and business administration and because Dr. Barnes previously served as the Chief Financial Officer of Rockwell International Corporation. The applicable securities laws and regulations provide that an Audit Committee member who is designated as an Audit Committee financial expert will not be deemed to be an “expert” for any purpose as a result of being identified as an “audit committee financial expert” pursuant to Item 407 of Regulation S-K. Pursuant to the Audit Committee’s charter, no member of the Audit Committee may serve on more than two audit committees of publicly traded companies other than the Company at the same time such member serves on the Audit Committee, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Company’s Audit Committee.

The responsibilities of the Audit Committee include, among other responsibilities:

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The Audit Committee is authorized by its written charterhas appointed PricewaterhouseCoopers LLP to retain, compensate and evaluate consultants and outside counselserve as necessary for it to carry out its duties without consulting with or obtaining the approval of the Board of Directors or any officer of the Company. In 2012, the Audit Committee (as then constituted) did not retain any consultants or outside counsel. The Audit Committee relies on the information provided by management and the independent registered public accounting firm. The Audit Committee does not have the duty to plan or conduct audits or to determine whether the Company’s financial statements and disclosures are complete and accurate or in accordance with generally accepted accounting principles.

In fiscal year 2012, the Audit Committee (as then constituted) met 13 times. A copy of the Audit Committee Charter adopted by our Board of Directors after the consummation of the Business Combination can be found on our website at www.t-mobile.com by clicking the “Investor Relations” hyperlink located in the footer of the Home page, and then selecting “Corporate Governance.”

Audit Committee Pre-Approval Policy. To provide for the independence of our independent registered public accounting firm andfor the fiscal year ending December 31, 2015. Although ratification of the appointment of PricewaterhouseCoopers LLP by our stockholders is not required, the Board of Directors is submitting the selection of PricewaterhouseCoopers LLP to comply with applicable securities laws, NYSE rules, and our stockholders for ratification as a matter of good corporate governance. If the selection is not ratified,

Required Vote

Audit Committee Pre-Approval Policy

Audit and All Other Fees

PricewaterhouseCoopers LLP was paid the following fees for services rendered during fiscal years 2014 and 2013:

PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP

AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015

Audit Committee Report

Explanatory Note to Audit Committee Report. The Audit Committee Report below was rendered based upon the procedures described in the Audit Committee Report, with the Audit Committee as then constituted recommending the inclusion of the audited financial statements for the fiscal year ended December 31, 2012 in legacy MetroPCS’s Annual Report on Form 10-K. The Audit Committee Report below appears above the names of the members of the Audit Committee who served at the time such recommendation was made.

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Business Combination, are Kelvin R. Westbrook, who serves as Chair, and Thorsten Langheim and Lawrence H. Guffey. Mr. Westbrook has been affirmatively determined by our Board of Directors to be independent in accordance with NYSE rules. The responsibilities of the Nominating and Corporate Governance Committee include, among other responsibilities:

The Nominating and Corporate Governance Committee is authorized by its charter to retain, compensate, evaluate and terminate consultants, including search firms retained to identify candidates for the Board of Directors and outside counsel necessary for it to carry out its duties, without consulting with or obtaining the approval of the Board or any officer of the Company. It may also form and delegate authority to subcommittees of the Nominating and Corporate Governance Committee.

In fiscal year 2012, the Nominating and Corporate Governance Committee (as then constituted) met two times. A copy of the Nominating and Corporate Governance Committee Charter adopted by our Board of Directors after the consummation of the Business Combination can be found on our website at www.t-mobile.com by clicking the “Investor Relations” hyperlink located in the footer of the Home page, and then selecting “Corporate Governance.”

Compensation Committee. The current members of our Compensation Committee, who were appointed effective immediately after the consummation of the Business Combination, are Teresa A. Taylor, who serves as Chair, and Lawrence H. Guffey, Raphael Kübler, René Obermann and Kelvin R. Westbrook. The Board of Directors has affirmatively determinedrecommends that Ms. Taylor and Mr. Westbrook are independent in accordance with NYSE rules. The responsibilitiesyou vote

“FOR”

the ratification of the appointment of PricewaterhouseCoopers LLP

as our independent registered public accounting firm for fiscal year 2015.

Compensation Committee include, among other responsibilities:Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation program for the following 2014 executive officers (collectively, the “Named Executive Officers”):

T-Mobile Achieved a Record Year of Growth in 2014 and Delivered Strong Financial and Operational Performance

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The Compensation Committee has established a Section 16 Subcommittee, which has sole authority to approve all awards granted to the Company’s Section 16 executive officers that are intended to qualify as performance-based compensation for purposes of section 162(m) of the Internal Revenue Code of 1986, as amended, or Code, and unless otherwise determined by the Compensation Committee, authority to approve all equity or equity-based awards to the Company’s Section 16 executive officers.

The Compensation Committee is authorized by its charter to retain, compensate, evaluate and terminate consultants, including compensation consultants, and outside counsel as necessary for it to carry out its duties without consulting with or obtaining the approval of the Board of Directors or any officer of the Company. In 2012, the Compensation Committee (as then constituted) employed Mercer (a wholly owned subsidiary of Marsh & McLennan Companies, Inc.), a well-recognized employee benefits and compensation consulting firm, to assist the Committee in evaluating executive compensation and benefits.breakneck pace. At the requestend of the Compensation Committee, a consultant from Mercer attended the Compensation Committee meetings at which executive officer compensation was discussed and provided information, research and analysis pertaining to executive compensation and benefits as requested by the Compensation Committee. Mercer also updated the Compensation Committee on market trends and made recommendations for establishing the market values2014,T-Mobile’s 4G LTE network covered 265 million people, exceeding our original year-end target of compensation for the executives of our Company. Mercer was the compensation consultant used by the Compensation Committee to evaluate and recommend the compensation and benefits provided to the Chairman and Chief Executive Officer and the Named Executive Officers for fiscal year 2012. During 2012, Mercer provided exclusively executive compensation services to MetroPCS. The aggregate fees for such services were $89,179. 250 million.

EXECUTIVE COMPENSATION

Executive Compensation Program

Our executive compensation program is aligned with Metro PCS, MetroPCSour business strategy and is designed to attract and retain top talent, reward business results and exceptional individual performance, and most importantly, maximize stockholder value. Our executive compensation program is competitive in the marketplace and highly incentive-based, with Company performance determining a significant portion of total compensation.

What We Pay and Why: Goals and Elements of Compensation

EXECUTIVE COMPENSATION

To promote a performance-based culture that further aligns the interests of management and stockholders, in 2014 the MetroPCSexecutive compensation committeeprogram focused extensively on variable, performance-based compensation. As illustrated in 2012 had no rolethe charts below, the substantial majority of our Named Executive Officers’ total compensation as reported in recommending or approving the services provided to T-Mobile USA.2014 Summary Compensation Table was in the form of variable compensation (short-term and long-term).

Factors Considered in Determining Executive Compensation