T-Mobile USA (CSHZZ) FWP Free writing prospectus

Issuer Free Writing Prospectus filed pursuant to Rule 433

supplementing the Preliminary Prospectus Supplement dated January 11, 2021

Registration No. 333-249079

Pricing Term Sheet

T-MOBILE USA, INC.

$3,000,000,000

$1,000,000,000 2.250% Senior Notes due 2026

$1,000,000,000 2.625% Senior Notes due 2029

$1,000,000,000 2.875% Senior Notes due 2031

Pricing Supplement, dated January 11, 2021, to Preliminary Prospectus Supplement, dated January 11, 2021 (the “Preliminary Prospectus Supplement”), of T-Mobile USA, Inc. This Pricing Supplement is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement only to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Capitalized terms used in this Pricing Supplement but not defined herein have the meanings given them in the Preliminary Prospectus Supplement.

Terms Applicable to 2.250% Senior Notes due 2026
Issuer	T-Mobile USA, Inc.
Title of Security	2.250% Senior Notes due 2026 (the “2026 notes”)
Aggregate Principal Amount	$1,000,000,000
Maturity	February 15, 2026
Coupon	2.250%
Public Offering Price	100.000% of principal amount, plus accrued interest from January 14, 2021
Yield to Maturity	2.250%
Spread to Treasury	+ 175 bps
Benchmark	UST 0.375% due December 15, 2025
Gross Proceeds Before Expenses	$1,000,000,000
Net Proceeds Before Expenses	$995,000,000

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Optional Redemption	On or after the following dates at the following redemption prices plus accrued and unpaid interest, if any, to, but not including, the redemption date:
	Year	Percentage
	February 15, 2023	101.125%
	February 15, 2024	100.563%
	February 15, 2025 and thereafter	100.000%
Make-whole call	Prior to February 15, 2023 at a discount rate of Treasury plus 50 bps
Optional redemption with equity proceeds	At any time prior to February 15, 2023, up to 40% of the 2026 notes may be redeemed at 102.250% plus accrued and unpaid interest, if any, to, but not including, the redemption date
Change of Control Triggering Event	101%, plus accrued and unpaid interest, if any, to, but not including, the repurchase date
CUSIP/ISIN Numbers	CUSIP: 87264A BR5 ISIN: US87264ABR59
Terms Applicable to 2.625% Senior Notes due 2029
Issuer	T-Mobile USA, Inc.
Title of Security	2.625% Senior Notes due 2029 (the “2029 notes”)
Aggregate Principal Amount	$1,000,000,000
Maturity	February 15, 2029
Coupon	2.625%
Public Offering Price	100.000% of principal amount, plus accrued interest from January 14, 2021
Yield to Maturity	2.625%
Spread to Treasury	+ 168 bps
Benchmark	UST 2.625% due February 15, 2029
Gross Proceeds Before Expenses	$1,000,000,000
Net Proceeds Before Expenses	$995,000,000
Optional Redemption	On or after the following dates at the following redemption prices plus accrued and unpaid interest, if any, to, but not including, the redemption date:
	Year	Percentage
	February 15, 2024	101.313%
	February 15, 2025	100.656%
	February 15, 2026 and thereafter	100.000%
Make-whole call	Prior to February 15, 2024 at a discount rate of Treasury plus 50 bps

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Optional redemption with equity proceeds	At any time prior to February 15, 2024, up to 40% of the 2029 notes may be redeemed at 102.625% plus accrued and unpaid interest, if any, to, but not including, the redemption date
Change of Control Triggering Event	101%, plus accrued and unpaid interest, if any, to, but not including, the repurchase date
CUSIP/ISIN Numbers	CUSIP: 87264A BS3 ISIN: US87264ABS33
Terms Applicable to 2.875% Senior Notes due 2031
Issuer	T-Mobile USA, Inc.
Title of Security	2.875% Senior Notes due 2031 (the “2031 notes”)
Aggregate Principal Amount	$1,000,000,000
Maturity	February 15, 2031
Coupon	2.875%
Public Offering Price	100.000% of principal amount, plus accrued interest from January 14, 2021
Yield to Maturity	2.875%
Spread to Treasury	+ 174 bps
Benchmark	UST 0.875% due November 15, 2030
Gross Proceeds Before Expenses	$1,000,000,000
Net Proceeds Before Expenses	$995,000,000
Optional Redemption	On or after the following dates at the following redemption prices plus accrued and unpaid interest, if any, to, but not including, the redemption date:
	Year	Percentage
	February 15, 2026	101.438%
	February 15, 2027	100.958%
	February 15, 2028	100.479%
	February 15, 2029 and thereafter	100.000%
Make-whole call	Prior to February 15, 2026 at a discount rate of Treasury plus 50 bps
Optional redemption with equity proceeds	At any time prior to February 15, 2024, up to 40% of the 2031 notes may be redeemed at 102.875% plus accrued and unpaid interest, if any, to, but not including, the redemption date
Change of Control Triggering Event	101%, plus accrued and unpaid interest, if any, to, but not including, the repurchase date
CUSIP/ISIN Numbers	CUSIP: 87264A BT1 ISIN: US87264ABT16

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Terms Applicable to All Notes
Interest Payment Dates	February 15 and August 15.  The first interest payment date will be August 15, 2021
Record Dates	February 1 and August 1
Trade Date	January 11, 2021
Settlement Date	T+3 (January 14, 2021). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.
Denominations	$2,000 and integral multiples of $1,000
Form of Offering	SEC Registered (Registration No. 333-249079)
Joint Book-Running Managers	Deutsche Bank Securities Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Goldman Sachs & Co. LLC Barclays Capital Inc. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC
Co-Managers	Academy Securities, Inc. C.L. King & Associates, Inc. Great Pacific Securities Mischler Financial Group, Inc.
Other Changes to the Preliminary Prospectus Supplement:	The offering size contemplated by the Preliminary Prospectus Supplement shall be increased by $1,000,000,000 from $2,000,000,000 to $3,000,000,000 (the “Offering Upsize”). The sources and uses of funds, capitalization table, and other information in the Preliminary Prospectus Supplement will be deemed to have changed to reflect the amount of the Offering Upsize and the use of proceeds therefrom.

The Issuer has filed a registration statement (Registration No. 333-249079) (including a Preliminary Prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the Preliminary Prospectus in that registration statement, the related Preliminary Prospectus Supplement and other documents the Issuer has filed with the SEC, including those incorporated by reference into the Preliminary Prospectus and Preliminary Prospectus Supplement, for more complete information about the Issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the Issuer, the underwriters or any dealer participating in the offering will arrange to send you the Preliminary Prospectus and related Preliminary Prospectus Supplement if you request it by contacting Deutsche Bank Securities Inc. at Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, New York 10005-2836, by telephone at +1 (800) 503-4611 or by email at prospectus.cpdg@db.com.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded.  Such disclaimers and other notices were automatically generated as a result of this communication being sent via Bloomberg or another communication system.

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