Earnings Per Share

9 Months Ended

Sep. 30, 2023

Note 12 – Earnings Per Share

The computation of basic and diluted earnings per share was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except shares and per share amounts)	2023		2022		2023		2022



Net income	$	2,142	$	508	$	6,303	$	1,113








Weighted-average shares outstanding – basic	1,171,336,373		1,253,873,429		1,194,497,722		1,252,783,140
Effect of dilutive securities:
Outstanding stock options and unvested stock awards	3,054,099		5,336,842		3,792,419		5,278,338


Weighted-average shares outstanding – diluted	1,174,390,472		1,259,210,271		1,198,290,141		1,258,061,478




Earnings per share – basic	$	1.83	$	0.40	$	5.28	$	0.89




Earnings per share – diluted	$	1.82	$	0.40	$	5.26	$	0.88

Potentially dilutive securities:
Outstanding stock options and unvested stock awards	122,700		50,004		133,137		79,122
SoftBank contingent consideration (1)	48,751,557		48,751,557		48,751,557		48,751,557

(1) Represents the weighted-average SoftBank Specified Shares Amount that is contingently issuable from the Merger date of April 1, 2020, pursuant to a letter agreement dated February 20, 2020, between T-Mobile, SoftBank and DT (the “Letter Agreement”).

As of September 30, 2023, we had authorized 100 million shares of preferred stock, with a par value of $0.00001 per share. There was no preferred stock outstanding as of September 30, 2023 and 2022. Potentially dilutive securities were not included in the computation of diluted earnings per share if to do so would have been anti-dilutive.

The SoftBank Specified Shares Amount of 48,751,557 shares of T-Mobile common stock was determined to be contingent consideration for the Merger and is not dilutive until the defined volume-weighted average price per share is reached.

The issuance of the SoftBank Specified Shares Amount is contingent on the trailing 45-trading-day volume-weighted average price per share of T-Mobile common stock on the NASDAQ Global Select Market being equal to or greater than $150.00 (the “Threshold Price”), at any time during the period commencing on April 1, 2022, and ending on December 31, 2025 (the “Measurement Period”). In accordance with the terms of the Letter Agreement, the Threshold Price is subject to downward adjustment by the per share amount of any cash dividends or other cash distributions declared or paid on our common stock during the Measurement Period. As of September 30, 2023, the Threshold Price is $149.35 and will automatically further adjust upon the declaration of any future cash dividends as provided in the Letter Agreement.