T-Mobile US Inc.

12/13/2024 | Press release | Distributed by Public on 12/13/2024 05:04

Material Event Form 8 K

Item 7.01. Regulation FD Disclosure.

On December 13, 2024, T-Mobile US, Inc., a Delaware corporation (the "Company"), announced that its Board of Directors (the "Board") has authorized a new shareholder return program of up to an initial $14.0 billion that will run through December 31, 2025 (the "2025 Shareholder Return Program").

The 2025 Shareholder Return Program is expected to consist of additional repurchases of shares of the Company's common stock, par value $0.00001 per share, and payment of cash dividends. The amount available under the 2025 Shareholder Return Program for share repurchases will be reduced by the amount of any cash dividends declared and paid by the Company. For the avoidance of doubt, the 2025 Shareholder Return Program is in addition to the Company's shareholder return program announced in September 2023 that runs through December 31, 2024.
The 2025 Shareholder Return Program is the next step consistent with the Company's capital allocation framework outlined at its recent Capital Markets Day. As discussed at Capital Markets Day, the Company expects its business plan to support up to $80.0 billion in investments and capital returns between September 18, 2024 and the end of 2027. The Company currently plans to allocate such funds as follows:


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Up to $50.0 billion for share repurchases and cash dividends, which includes the 2025 Shareholder Return Program;

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Up to $20.0 billion in a discretionary and flexible envelope for potential activities including de-levering, investments in the core business, strategic investments, and/or additional capital returns to shareholders beyond the $50 billion initial allocation; and

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$10.0 billion to complete pending transactions.

The initial amount allocated for the 2025 Shareholder Return Program reflects the Company's ongoing balanced capital allocation philosophy of maintaining a prudent leverage ratio of approximately 2.5x, while it also anticipates the impacts of the Company's announced and still pending transactions to acquire assets from UScellular and invest in joint ventures to acquire Metronet, and Lumos, which are all expected to close in 2025. Depending on the actual timing of close for these transactions, along with the Company's liquidity position and other capital allocation priorities, the Company may consider allocating additional capital to the 2025 Shareholder Return Program.

Share repurchases and any dividends declared by the Board and paid from time to time are expected to be made from available cash on hand and proceeds of one or more debt issuances or other borrowings, based on the Company's evaluation of market conditions and other factors.

Under the 2025 Shareholder Return Program, share repurchases can be made from time to time using a variety of methods, which may include open market purchases, 10b5-1 plans, accelerated share repurchases, privately negotiated transactions or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The specific timing and amount of any share repurchases, and the specific timing and amount of any dividend payments, under the 2025 Shareholder Return Program will depend on prevailing share prices, general economic and market conditions, Company performance, and other considerations. In addition, the specific timing and amount of any dividend payments are subject to being declared on future dates by the Board in its sole discretion. The 2025 Shareholder Return Program does not obligate the Company to acquire any particular amount of common stock or to declare and pay any particular amount of dividends, and the 2025 Shareholder Return Program may be suspended or discontinued at any time at the Company's discretion.