Earnings Per Share

12 Months Ended

Dec. 31, 2023

Note 15 – Earnings Per Share

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


	Year Ended December 31,
(in millions, except shares and per share amounts)		2023		2022		2021



Net income		$	8,317	$	2,590	$	3,024








Weighted-average shares outstanding – basic		1,185,121,562		1,249,763,934		1,247,154,988
Effect of dilutive securities:
Outstanding stock options, unvested stock awards and SoftBank contingent consideration (2)		15,164,702		5,612,835		7,614,938


Weighted-average shares outstanding – diluted		1,200,286,264		1,255,376,769		1,254,769,926




Earnings per share – basic		$	7.02	$	2.07	$	2.42




Earnings per share – diluted		$	6.93	$	2.06	$	2.41

Potentially dilutive securities:
Outstanding stock options and unvested stock awards		148,537		16,616		139,619
SoftBank contingent consideration (1)		—		48,751,557		48,751,557

(1) Represents the weighted-average number of shares (“SoftBank Specified Shares”) that were 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”).

(2) During 2023, the SoftBank Specified Shares were issued and included in our calculations of basic and diluted weighted-average shares outstanding as further described below.

As of December 31, 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 December 31, 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 of 48,751,557 shares of T-Mobile common stock was determined to be contingent consideration for the Merger and was not dilutive until the defined volume-weighted average price per share was reached.

The issuance of the SoftBank Specified Shares was contingent on the trailing 45-trading day volume-weighted average (“VWAP”) 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 was 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 the close of trading on December 22, 2023, the 45-trading day VWAP exceeded $149.35, the then-current Threshold Price, and the Company delivered the SoftBank Specified Shares to SoftBank in accordance with the Letter Agreement on December 28, 2023, by reissuing Company treasury shares. Upon reissuance of treasury shares, the Company recorded a reclassification from Treasury shares to Additional paid-in capital of $6.9 billion calculated based on the cost of treasury shares reissued.

The SoftBank Specified Shares issued are included in the calculation of basic and diluted weighted-average shares outstanding from the date the contingency associated with the issuance of the SoftBank Specified Shares was resolved and the beginning of the Company’s fourth quarter of 2023, respectively.