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Executives

Keith Terreri - VP Finance and Treasurer

Roger Linquist - CEO and Chairman

Thomas Keys - President and COO

Braxton Carter - SVP and CFO

Analysts

Rick Prentiss - Raymond James

Phil Cusick - Bear Stearns

David Barden - Banc of AmericaSecurities

Jonathan Chaplin - JP Morgan

Brett Feldman - Lehman Brothers

Romeo Reyes - Jefferies

John Hodulik - UBS

Will Power - Robert Baird

MetroPCS Communications, Inc. (PCS) Q3 2007 Earnings Call November 14, 1969 3:00 AM ET

Operator

Good morning, ladies and gentlemen, and thank you forstanding by. Welcome to the MetroPCS Communications 2007 Third Quarter ResultsConference Call. During today's presentation, all parties will be on alisten-only mode. Following the presentation, the conference will be open forquestions (Operator Instructions). This conference is being recorded today, November 14, 2007.

I would now like to turn the conference over to Mr. KeithTerreri, Vice President, Finance, and Treasurer for MetroPCS. Please go ahead,sir.

Keith Terreri

Thanks, Breanna, and good morning everyone. I'm KeithTerreri. I'd like to welcome you to our 2007 third quarter conference call. Thespeakers with me this morning are Roger Linquist, our CEO and Chairman of theBoard; Thomas Keys, our President and Chief Operating Officer; and BraxtonCarter, our Senior Vice President and Chief Financial Officer.

The format for today's call is as follows: first, Roger willprovide an overview of our business, then Tom will update you on a number ofoperational results and metrics, and Braxton will review the financial andinvestment highlights of our third quarter, followed by a question-and-answersession.

During today's call, we will refer to certain non-GAAPfinancial measures. We reconcile these historical non-GAAP measures to GAAPfigures in our earnings release, which is available in the investor relation'ssection on our web site at www.metropcs.com, under the investor relations tab.

Before I turn the call over to Roger, I want to remind youthat certain information that we will discuss in this conference call mayconstitute forward-looking statements within the meanings of federal securitieslaws.

Words, such as believes, anticipates, expects, intends,estimates, projects and other similar expressions typically identifyforward-looking statements. Forward-looking statements involve risks anduncertainties that could cause actual results or the timing of events to differmaterially from those described in the forward-looking statements.

We cannot assure you that the expectations discussed on thisconference call will be attained. Please review the risk factors described inour filings with the Securities and Exchange Commission. We'd also like toremind you that the results of the third quarter may not be reflective of theresults for the year, nor any subsequent quarter.

For anyone listening to a taped or web cast replay orreviewing a written transcript of today's call, please note that allinformation presented is current only as of November 14, 2007 and should beconsidered valid only as of November 14, 2007, regardless of the date reviewedor replayed.

MetroPCS disclaims any intention or obligation to revise anyforward-looking statements, whether as a result of new information, future eventsor otherwise, except as required by law. I hope by now, you've all reviewed ourearnings release issued this morning with the financial results for the thirdquarter. I would encourage everyone to read our earnings release in conjunctionwith the information discussed in this call, along with previous SEC filings.We intend to file our third quarter 10-Q later today.

At this time, I'd like to turn the call over to our Chairmanof the Board and CEO, Roger Linquist.

Roger Linquist

Good morning, everyone, and welcome to MetroPCS thirdquarter 2007 earnings call. We're glad to have you with us this morning. I'dlike to start off by saying that we're very pleased with the results of ourthird quarter.

Our third quarter EBITDA of $184 million was our highestquarterly EBITDA in the company's history, and marks the seventh consecutivequarter of increasing EBITDA. It is even more impressive, given the significantmarket launches we've undertaken over the last two years.

Additionally, over one million subscribers have been addedin the last 12 months. This continued subscriber growth demonstrates thestrength of our service offering and our value proposition, which compares veryfavorably with our competitors' offerings.

With 114,000 net additions during what has been a historicslow quarter, and 723,000 net additions on a year-to-date basis, we remainoptimistic about the growth of the business and its potential. Our continuedstrong financial results reflect our success in the execution of launching and penetratingmajor metropolitan areas, which is a major component of our business strategy.

As we've stated previously, I'd like to remind everyone ofthe seasonality in our business. From a net addition perspective historically,our first quarter has been the strongest, followed by the fourth. The secondand third quarters are typically the slowest, and you see that this trend hascontinued.

The inverse is true for churn, resulting in the highestchurn during the second and third quarters with the third quarter historicallybeing the highest of the two. Tom will follow-up on this later in the call.

Our mission has not changed since we've started thisbusiness. It's important to emphasize that we're not trying to be everything toeverybody. We operate in major markets, we offer unlimited services that arepredictable, affordable and flexible for our customers, and we maintain anindustry-leading low cost structure.

This has resulted in EBITDA per subscriber that's best inclass as compared to our competitors. We continue to focus on major markets aswe expand the company, with licenses in nine of the top 12 markets--14 of thetop 25--we will provide value-added services to many more customers, as welaunch additional markets.

We plan to offer service in a number of markets, including New York, Boston,Philadelphia and Las Vegas in the future, and we believe these marketlaunches will drive substantial growth in our business. We have a tremendousopportunity in the Northeast, one that will add approximately 60% to ourcovered population footprint through the first half of 2009.

Major markets with high population density and attractivedemographics along with our intense focus on costs drive the economics of ourbusiness model. This has proven through our results quarter-after-quarter ourlow cost structure continues to provide the foundation to generate world-classmargins that create shareholder value in a competitive industry.

We believe our subscriber profitability in our Core Markets,which in third quarter approached 48% EBITDA margin, is truly best in class andis one of the highest in the industry. As an update regarding the 700 MHzauction, we continue to consider our options with respect to participation inthis auction.

We would also like to give everyone an update on the Los Angeles market. Tom will walk through more of thedetails on our launch, service and activity to date. But as we have saidpreviously, this market has great demographics and many customers who will seethe tremendous value in our service.

Before I turn the call over to Tom, I would like to quicklymention our withdrawn offer to Leap Wireless. While there is widespreadinvestor and analyst enthusiasm for this incremental strategic opportunity, wewere not able to engage Leap in meaningful negotiations.

Accordingly, as I'm sure you are all aware, on November 1st,we withdrew our proposal to Leap. While this offer was focused on a uniqueopportunity for our collective shareholders, we believe strongly in ourstandalone prospects and we continue to focus on realizing the significantgrowth opportunities there.

I'd like to hand over to Tom, to discuss some of theoperational highlights from the quarter.

Thomas Keys

Thanks, Roger. I'd like to make some high-level commentsabout the quarter and then we will get into the details. As we have discussedbefore, our product is differentiated from the competition and provides anexcellent tool for people to effectively manage their budgets and disposableincome.

We've always provided an unlimited product with multipleservice plans at different price points to give subscribers the permission tospeak freely and not have to worry about overage charges. Our product gives ourcustomers predictability but in an affordable manner with flexible terms. Oneof the ways our customers are consolidating their costs, are by using ourphones instead of their landline phones.

In fact, wireless substitution continues to provideopportunities for cost savings within our customer base. Based on results froma recent survey, 85% of our customers use their MetroPCS phones as theirprimary phone. Our customer base continues to cut the cord and use MetroPCS astheir only phone.

As Roger mentioned, there is significant seasonality in ourbusiness. We view this seasonality as coming from changes in customer'sdisposable income throughout the calendar year. In the fourth quarter and firstquarter which are the seasonally high quarters for net additions, the holidays,year-end bonuses, tax refunds and alike, increase disposable income.

Historically, approximately 70% of our Core Market netadditions have been in these two quarters. Customer migration and familyvacations tend to have the opposite effect in the second and third quarters.This trend runs inversely to churn, which I will discuss in a few minutes.

In the Core Markets, we added approximately 36,000 net newsubscribers during the third quarter. Although this is below the net additionsfrom third quarter 2006 when we added 55,000 net new subscribers, it isimportant to remember that our subscriber base is significantly higher than itwas in the third quarter of 2006.

However, this does not suggest we've stopped growing in ourCore Markets. In fact, over the past 12 months, our subscribers in the CoreMarkets have increased nearly 20%, resulting in a 1.5% incremental penetrationas compared to September 2006.

In the Expansion Markets, we gained an additional 78,500 netnew subscribers during the quarter. This is approximately half of what we addedin the third quarter 2006. However, during the third quarter of 2006, we werestill experiencing net additions at a pace indicative of the newly launchedmarket, since we brought Dallas andDetroit online in the first half of2006.

The seasonality of our business, which we discussed earlier,causes net additions to be lower during the third quarter and for the samereason, also causes churn to be higher in that quarter.

Churn was higher in the third quarter as compared to a yearago by 20 basis points. We still continue to see a significant portion of ourchurn in the form of handset upgrades where the customer simply purchases a newphone and lets their old phone churn off. We have historically seen this atapproximately 1.5% of our churn, and this trend is continuing.

I would also like to give everyone an update on some recentadjustments to our distribution approach. We increased our distribution byrolling out Target in late October and Wal-Mart in November.

Although we still continue to believe our traditionalindirect dealer channel will provide most of the gross additions for ourbusiness, the expansion of our distribution to include these two nationalchains will add incremental growth by penetrating the mass retail segment.

From a competitive standpoint, everyone is aware that alarge national carrier has launched their unlimited product in Californiaand Texas and has recentlyannounced an expansion of this product and pricing plans to Floridaand Georgia, aswell as other non-MetroPCS markets.

We see no measurable impact on our growth from theselaunches as we continue to expand our market segments.

As we discussed in the past, we have built our trulyunlimited service from the ground up. It's not a pricing plan that can beprofitably sustained over time by bolting on to a high cost structureenterprise.

Our offering, distribution design, customer care, backoffice support and low-cost network design were all engineered from the bottomup to achieve our industry-leading low cost structure. We feel comfortablewe're in an excellent competitive position.

We also continue to provide additional unlimited servicesfor our customers. In August, we introduced unlimited Metro411 premiumdirectory assistance for our customers in the $45 and $50 service plans.

This is yet another example of how MetroPCS continues todrive more value into our service plans to stay ahead of the competition. Weplan to continue to introduce more value in the form of features into our plansover time to increase our value proposition to our customers.

As Roger spoke about earlier, we launched service in the Los Angeles market at the very end of the third quarter,initially covering 11 million pops. Consistent for a launch of a market of thissize, our local marketing and branding campaigns, as well as our distributionramped up substantially in the 30 days since launch.

I'm pleased to report that during the first month and a halfof operations in Los Angeles, weachieved approximately 0.5% penetration of marketable pops. We will continue toscale our distribution efforts with our network expansion, but we will alwaysbe mindful of providing a quality of service that is accurate as we communicatewith our customer base and distribution partners.

We continue to build out the network every day towards ourgoal of covering 15 million pops during 2008. We're very focused on the Los Angeles market and the opportunities it provides forgrowth in our business.

The Los Angelesmarket is now engaged in meaningful advertising and local promotional activitythat is allowing our customer base to understand that they now have a newchoice for their wireless services.

Initial anticipation over the launch date has now subsidedand the developed community is embracing the advantage of our unlimited servicestrategy. We're excited about our progress so far and extremely happy with thequality of service we're delivering to our customers.

Of concern recently have been the impact of the devastatingfires that have swept across Southern California and theirimpact on our ability to deliver service. While the events of the past fewweeks have been tragic and many people have been displaced. I'm happy to reportthat MetroPCS has not suffered any damage to our network and service was notimpacted.

We are continuing to make a progress in moving forward inconstructing our networks in the New York,Boston, Philadelphiaand Las Vegas markets. In all keymarkets, key staff are in place, initial RF designs have been completed andconstruction is underway. Local management in all four markets is focused onnetwork construction and coverage design. The Northeast is a huge opportunityfor MetroPCS and we intend to capitalize on it.

We currently plan to focus on building out service in ourAuction 66 Markets to a total population of approximately 40 million with theprimary focus on the New York, Philadelphia,Boston and Las Vegas metropolitan areas.

We presently anticipate launching service in the followingmarkets; Las Vegas, second quarter of 2008; Philadelphia, fourth quarter of2008; Boston, first quarter of 2009; New York, first or second quarter of 2009.

Of the approximate 40 million total population in theseareas, MetroPCS is targeting launch of operations with an initial coveredpopulation of approximately 30 million to 32 million. Our initial launch dateswill vary in our Auction 66 Markets and launch dates in the larger metropolitanareas may be accomplished in phases. Timing of course depends on incumbentmicrowave clearing, which is progressing well.

As far as AWS equipment and availability is concerned, AWSequipment is currently available from our vendor. We expect handsets that meetour testing standards and the needs of our customers will be available incommercial quantities during the first quarter of 2008. This fits very nicelywith our planned market rollout for the AWS markets that I just walked youthrough.

Once again, I would like to say that we're very pleased withthe third quarter results, and quarter that, I will turn the call over to Braxton.

Braxton Carter

Thanks, Tom, and good morning, everyone. First, I willdiscuss the results of the third quarter, and then I will walk everyone throughour 2008 guidance.

Total revenues were $557 million in the third quarter, upapproximately 41% over the third quarter of 2006. Consolidated adjusted EBITDAfor the quarter was $184 million, approximately 70% higher than last year'sthird quarter, and another record quarter for MetroPCS. Our continued successand profitability is a testament to the strong execution by all employees ofMetroPCS.

We generated approximately $173 million in cash fromoperating activities in the quarter, an increase of over 100% from the prioryear's third quarter. We produced consolidated net income of $53 million, or$0.15 per share, representing net income growth of approximately 81%, whencompared to last year's third quarter.

From a financial metric perspective, we are also verypleased with the results of the third quarter. As expected, our ARPU for thethird quarter of 2007 was $42.77, and was essentially flat with last year'sthird quarter.

Our CPGA for the quarter was approximately $126 as comparedto $120 in the prior-year's third quarter. This increase in CPGA was dueprimarily to fixed costs in place related to the launch of service in the Los Angeles market.

Our CPU for the quarter of $17.81 was down nearly $1.34 fromlast year's third quarter, and continues to demonstrate the significant impactof the scaling of our business, even considering the ramp in expenses relatingto the launch of service in Los Angeles.

The Expansion Markets impacted our consolidated thirdquarter 2007 CPU by approximately $3.36, resulting in a world-class core marketCPU of just under $14.50 for the third quarter of 2007.

From a net subscriber addition basis, we had one of the mostsuccessful starts to any fiscal year, with year-to-date total net additions ofapproximately 723,000. A very important point is the proportion these net addsgenerated in our Core Markets.

We added approximately 36,000 Core Market net additions inthe third quarter. [Technical Difficulty] for past nine months. At September 30, 2007, we have an 11.3%penetration in our Core Markets, which represents an incremental 1.5%penetration over the last 12 months.

Our Expansion Markets continue to perform very well,surpassing the one million subscriber milestone during the quarter withapproximately 78,000 net additions. At the end of the third quarter, ExpansionMarket penetration was 6.9%, excluding Los Angeles,and 4.1% including Los Angeles.

I would now like to discuss the income statement in moredetail. Let's start with revenues. On a consolidated basis, service revenuestotaled $489 million, an increase of 47% from the third quarter of 2006. Thisgrowth is primarily attributable to the net addition of over one millionsubscribers since last year's third quarter. In our Core Markets, servicerevenues totaled $358 million for the third quarter, representing growth of 26%when compared to $285 million during the third quarter last year.

This increase was primarily attributable to full year netadditions of approximately 404,000 subscribers from September 2006 to September2007, which accounted for approximately $51 million of the Core Marketincrease, coupled with the migration of existing customers to higher priceservice plans accounting for approximately $5 million.

Our Expansion Markets service revenue increased $83 million,or 175% to $131 million for the third quarter, versus $48 million for the thirdquarter of 2006. This increase is primarily attributable to net additions of644,000 subscribers during the last 12 months, accounting for approximately $69million of the Expansion Market increase.

The migration of existing customers to higher priced rate plansaccount for approximately $14 million of the Expansion Market increase.Currently, over 85% of our consolidated customers are on our $40-or-higherservice plans.

Now, let's talk about expenses. Our consolidated cost ofservice increased $50 million, or 44% to $164 million for the third quarter.Core Market cost of service increased $25 million, or 29% to $108 million forthe third quarter, versus $83 million a year ago.

The increase was driven by the operating costs to supportnet additions of 404,000 subscribers over the last 12 months, as well as theadditional network infrastructure added during the year.

The Expansion Markets cost of service increased $25 millionto $56 million for the third quarter of 2007. The increase was primarilyattributable to the addition of 644,000 new subscribers during the last 12months. Consolidated selling, general and administrative expenses increased $24million, or 40% to $85 million for the third quarter.

The increase was due to increases in Core and Expansion Markets';selling, general and administrative expenses, including stock-basedcompensation and are as follows. Core Markets, SG&A expenses increased $2million, or 5%, to $41 million for the third quarter, from $39 million duringthe same quarter in 2006.

Selling expenses increased by approximately $2 million, orapproximately 12% for the quarter, compared to a quarter a year ago, primarilyrelated to the increases in marketing and advertising expenses incurred tosupport the growth in the Core Markets.

The Expansion Markets' SG&A expenses increased $22million to $44 million for the quarter ,compared to $22 million in the prioryear. Selling expenses increased by $7 million for Q3 2007 compared to Q3 2006.This increase is related to $5 million increase in marketing and advertisingexpenses associated with the growth in Expansion Markets as well as higherlabor costs of $2 million.

General and administrative expenses increased by $15 millionfor Q3 '07 compared to the same period in '06, due, primarily, to supportingthe additional growth at the Expansion Market level. The launch of service inthe Los Angeles market and build-outexpenses relating to New York, Philadelphia,Boston and Las Vegas.

Moving onto EBITDA. Consolidated adjusted EBITDA for thequarter was $184 million, with a consolidated adjusted EBITDA margin ofapproximately 38%. For the four quarters ended September 30, 2007, adjusted EBITDA was $625 million, withan adjusted EBITDA margin of approximately 35%.

I'm pleased to report that our Core Market fully loadedadjusted EBITDA, as a percent of service revenue was nearly 48% for the thirdquarter. During the quarter, we incurred capital expenditures of approximately$179 million. This was a consolidated number, and included not only CapEx to supportthe growth in our Core and Expansion Markets, but also CapEx related to ourrecent launch of service in Los Angeles.

You can refer to MD&A in our recent SEC filings fordisclosure relating to our expected capital expenditures for 2007. With respectto liquidity and capital resources, we finished the third quarter withapproximately $1.7 billion in cash and short-term investments.

Our total leverage computed in accordance with our 9.25%senior notes on an LTM basis at the end of September was 4.45 times. Ourweighted average cost of debt was approximately 8%, and approximately 80% ofour debt is fixed by its nature, or through interest rate hedges, for the nexttwo years.

Moving onto guidance for the full year 2008. MetroPCScurrently expects net subscriber additions to be in the range of 1.25 million-1.52million on a consolidated basis, with 250,000-300,000 in the Core Markets, and1 million-1.2 million in the Expansion Markets, which does include 75,000-125,000in the AWS Markets.

The company currently expects consolidated adjusted EBITDAin the range of $750-$850 million, for the year ended December 31, 2008, which is inclusive of anadjusted EBITDA burn in the range of $125 million-$175 million in the AWSMarkets. Without the EBITDA burn on the AWS Markets, we would be approachingthe $1 billion EBITDA range for 2008.

MetroPCS currently expects to incur in the range of $1.1billion-$1.3 billion in capital expenditures for the year ended December 31,2008 in its Core and Expansion Markets, which includes $600 million-$700million in its AWS Markets.

From a macro perspective, we understand that many of you areinterested in what role the economy is playing in businesses such as ours.We're seeing signs of an economic slowdown that could result in a 20%-30%reduction in net additions during the upcoming quarter from currentfourth-quarter Wall Street consensus of approximately 400,000 net additions.

However, it is important to note that we continue toexperience solid growth in our Core and Expansion Markets, and we expect thatto continue. Our no contract model makes our churn and net additions asensitive early indicator of general economic trends.

We believe economic slowdowns facilitate an increase in ourmarket penetration rates as consumers look for compelling value propositions.With no subscriber bad debt exposure and a low-cost structure, MetroPCS is wellpositioned in a difficult economy to continue its aggressive customeracquisition. Additionally, over 85% of our customers use our service as aprimary telephone service and we believe these customers are less likely todiscontinue service.

Furthermore, our unlimited no contract offering is welldesigned for wireline replacement, which will become more important regardlessof the general economic conditions. This is the end of our prepared remarks. Iwould now like to turn the call back over to the operator for Q&A.Operator?

Question-and-AnswerSession

Operator

(Operator Instructions) Our first question is coming from RickPrentiss from Raymond James.

Rick Prentiss -Raymond James

Good morning, guys. Can you hear me okay.

Braxton Carter

Yeah. Good morning, Rick.

Rick Prentiss -Raymond James

Hi. Sorry. I am over here in London,once your hostcoming through. A couple of quick questions for you. First, for Braxton--the20%-30% on the fourth quarter net add guidance, is that versus the Wall Streetconsensus of 400,000 versus last year's fourth quarter? And so, does thattranslate into 280,000-320,000 adds that we're interpreting?

Braxton Carter

Yeah, I think the right way to look at that, Rick, is the20%-30% is of fourth quarter 2007 Wall Street consensus, which is approximately400,000 net additions. So yes, you are looking at that correctly.

Rick Prentiss -Raymond James

Okay. And then as you give us your first official guidanceand '08 guidance, what affect did the economy or continued potential weakeconomy have in your '08 guidance? What are your kind of your view as youcreated the '08 numbers?

Braxton Carter

When we looked at our 2008 guidance, we were fully aware ofwhat current conditions are and what the outlook is and that is definitelyreflected in the numbers.

Rick Prentiss -Raymond James

Great. Couple other quick cleanup questions. Tom, I think onLA, I was having trouble hearing there. I think you said about 0.5% in LA, wasthat cumulative from the September 19 date until today? Was that one month? I couldn'thear what you said on LA.

Thomas Keys

Yes Rick, that was about a month and half's worth of servicesubscriber numbers.

Rick Prentiss -Raymond James

So that's really almost up to probably yesterday timeframeand right, kind of?

Thomas Keys

About two to three days back.

Roger Linquist

Four to five days.

Rick Prentiss -Raymond James

Sure, okay. And then some more meaningful questions asopposed to those cleanup ones. As you look at ARPU trends out into the nextyear and beyond, should we expect kind of flat revenue trends. Is there apotential for upside from data and other rate plans or does the economy keeppressure on it? What are your thoughts on ARPU?

Braxton Carter

Well Rick let me take that. There's a couple of things thatwe need to look at here. There is somewhat of a seasonal impact on ARPU, whereyou will see the lowest ARPU during the summer months, which is also thehighest churn months, and you will see it grow through the year.

When you look at the overall outlook on ARPU, the visionthat Roger has always had with our company is to create a compelling valueproposition for our subscribers. And when we look out in the future, we look atcompeting by continuing to add additional value in our rate plans for oursubscribers. When you take that into account, our view is more of a stable ARPUgoing forward.

Rick Prentiss -Raymond James

Great, and then final cleanup question. As you look at that '08guidance and your thoughts going forward, are we still thinking in the kind of$25-$30 of pop to get coverage rolled out per pop, and about call it $8-10 apop on OpEx burn to get the markets up and running type thing?

Braxton Carter

Well, those two aren't mutually exclusive, and let's talkabout that. We're really looking at $28-$30 per covered pop cumulativeinvestment to reach free cash flow breakeven. One of the things that we havetalked about is our extensive deployment of DAS system in our newly built and buildingout the AWS Markets.

That does have a tendency to accelerate CapEx to the pointof a launch to the market. However, that's just timing when you're looking atthe period to reach free cash flow breakeven.

Rick Prentiss -Raymond James

And the $28-$30 was CapEx, or that is OpEx plus CapEx or…?

Braxton Carter

That's total cash burn.

Rick Prentiss -Raymond James

Okay, and the OpEx side should we think of it being 8 to 10of that or just trying to think how we split, because obviously a lot of peoplewant to know EBITDA versus CapEx?

Braxton Carter

When you're looking at a period to free cash flow breakeven,what happens is you start generating EBITDA well before you start to hit thefree cash flow breakeven point.

Rick Prentiss -Raymond James

Got you.

Braxton Carter

So if we were looking at the net investment at the point ofthe build, that would be a lower number from a CapEx standpoint in regards tothe $28-$30 that we have guided towards, and there would be a burn component. Butwhen you fast forward to free cash flow breakeven, the OpEx burn component orthe EBITDA burn component is roughly $2-$3.

Rick Prentiss -Raymond James

Perfect. Thanks so much for taking the questions and goodluck for what looks like an exciting year.

Braxton Carter

Thank you.

Operator

Thank you. Our next question is coming from Phil Cusick ofBear Stearns.

Phil Cusick - BearStearns

Hi, guys. Can you hear me?

Roger Linquist

Yes. Good morning, Phil.

Phil Cusick - BearStearns

Great, I wonder if you can start by clarifying a little bit,the language around the 700 auction sounded a little bit less interested than Ihad heard before. Am I reading too much into that, or is there something goingon that we should know about?

Roger Linquist

Yeah, Phil let me answer that. I think we have the interest.There are a lot of factors in this auction, and according to obviously the newrules that are I think at this point it's not safe to say it's not totallystable.

So we see there is an opportunity. There is some issuesregarding the spectrum and the interference from adjacent bands. I thinkeverybody has seen this. So we are cautious, interested, but cautious.

Phil Cusick - BearStearns

Should we still assume that you're going to register at thispoint?

Roger Linquist

Yes, you probably should still assume that.

Phil Cusick - BearStearns

Okay. Good and then around the Leap potential deal. I knowyou pulled the offer, but would you still be willing to deal with them, even intheir current financial situation?

Roger Linquist

That's a tough question. But right now, I would rather notspeculate on information that seems to be, shall we say, rapidly coming to theforefront. I'm not quite sure what it all means, but we saw the opportunity forincremental strategic expansion, we thought it was great collectively for bothour shareholder bases and because of what we said, the lack of progress innegotiations and in fact no progress, we moved on.

And, obviously, we still have a belief about thefundamentals, but this is just too speculative at this time to really give agreater indication.

Phil Cusick - BearStearns

You know I had to ask, right?

Roger Linquist

We knew.

Phil Cusick - BearStearns

And then following up on Rick, talking about the economy,we've seen slower periods of economic growth. Really, since your business hasbeen in place, we've had a pretty strong ramp in the wireless business.

Can you talk about how you would expect the numbers tochange were the economy to slow? Should we think about higher churn, higherCPGA, just lower gross adds in general? And that would help. Thanks again.

Braxton Carter

Sure, Phil. We are guiding towards a lower fourth quarterbased upon the conditions we're seeing, but it's extremely important tounderstand that MetroPCS is a phenomenal company to own if there's a sustainedeconomic slowdown.

Multiple reasons for that: First of all, look at the valueproposition that we bring to our customers with over 2,000 minutes of usage permonth on average. Over 85% of our customers use the phone as the primary phone.

I don't know where things fall in Maslow's hierarchy oncommunications. You have your basic needs of food, shelter. Communications areprobably in the top five. We think our market opportunity will expand during asustained economic downturn, if that's what we're looking at.

Going on further, our very low cost structure and no baddebt exposure positions us extremely well for aggressive customer acquisitionsduring these periods as composed to our competitors. When I look at telecom andI look at the landscape, there's no company I would rather own than MetroPCS,during those types of situations.

Phil Cusick - BearStearns

Thanks, guys.

Operator

Thank you. Our next question is coming from David Bardenwith Banc of America Securities.

David Barden - Bancof America Securities

Thanks, guys. Good morning. Maybe start with a question onthe AWS launches and kind of the timetable that you have now. T-Mobile put outa press release saying that they were pleased with the spectrum, looks like ithas been cleared in New York andthings like that.

Could you talk about why your decision is now to launch New York in say the second quarter of '09, and why therest of the market has got pushed back relative to kind of what the expectedtimetable was originally?

Braxton Carter

Yes, David. We didn't say the second quarter of '09. Wepositioned as the first quarter of '09 to the second quarter of '09. And if youlook at the guidance that we have given on our AWS Market launches in the past,we always positioned the latter half of '08 or early '09.

So I just want to clarify that point. But we are very happywith the build in progress on the AWS Markets. Tom, would you like to commenton that?

Thomas Keys

Yeah, David. Ourdesire is to get a marketable footprint that we can communicate to everybody, arational footprint as we launch and that's our desire and that's how we willbuild the AWS Markets.

New Yorkobviously has a large geography, but one that we understand with people whohave built the market before. So our desire is to provide an honest coverage aswe have done in Los Angeles, andthen it will be a phased in launch.

And as Braxton mentioned, in the first or second quarter of2009, is our guidance at this point for New York.AWS clearing we do not believe at this point in time is an issue for thelaunch.

David Barden - Bancof America Securities

Great, and just I apologize to kind of keep hammering onthis. Just making sure expectations are all in the same place I guess it's veryimportant these days. But Braxton, you're saying that the economic signs couldresult in this 20%-30% reduction in net additions in the fourth quarter.

The question is we're in the middle of November, so is itcausing this to be happening? And relative, the biggest question I got when theresults were hitting is, based on that kind of softer 4Q outlook, what are youexpecting could change into 2008? Because the subscriber guidance for 2008actually looks pretty good, especially in the Expansion Markets.

Braxton Carter

Remember that Los Angelesis coming on and ramping substantial during October in this quarter, and we areextremely well positioned with a very large market going into the sweet spot ofnext year.

When you look at the maturity of markets, remember every oneof our Expansion Markets has achieved a 5% penetration in the first year ofoperations. So you got to consider the LA impact when you're looking at this.

But back to your original question, we have not givenquarterly guidance before. And while we are not giving a firm range of netaddition guidance, based upon what we are seeing, we felt it was appropriate toposition the fourth quarter in a way that we positioned it. So you shouldassume that that is how the fourth quarter is going to turn out.

David Barden - Bancof America Securities

Okay, great. Thanks, guys, I appreciate it.

Braxton Carter

Thank you.

Operator

Thank you. Our next question is coming from Jonathan Chaplinof JP Morgan.

Jonathan Chaplin - JPMorgan

Hi. Thanks guys. If I could just follow up on David'squestion. If I take the AWS net adds out of your guidance for 2008, I get to a midpoint of somewhere around 1.3 million. And if annualize what you're expectingfor the fourth quarter, you do generally sort of 35% of your adds in the fourthquarter, somewhere around there. It gets me to about 850,000 net adds on anannualized basis.

So it just seems like you would be expecting an improvementin economic conditions in 2008 to get to the midpoint of your guidance for '08.I know you've commented on this already, I'm just trying to reconcile thatdisconnect.

And then getting back to the Leap situation, when we look atthe restatements in the context of the size of Leap's business, and if we takeLeap's management's reasons for the restatement at face value, it doesn't seemlike it's that meaningful an issue.

It doesn't seem like, based on that restatement, it would behard for you to evaluate Leap's business in a meaningful way and figure outwhether it's a company that you would still want to combine within under whatterms, and what the price is.

So, I'm just wondering if you could give us a little bitmore context in terms, and what would be holding you back from havingmeaningful discussions with Leap, assuming they would be more willing to havediscussions with you now that this issue is out of the way? Thanks.

Braxton Carter

Well, I will take the first part of that question. Whileit's on the margins, the one change in your math that you should take a look atis the fourth quarter typically, has been 30% of the net additions in a year,and the first quarter of the year has been roughly 40%. The other two quartersare roughly 15% each. So when you take that into account and you annualize,that should help with the number there.

And again, I want to emphasize the importance of the Los Angeles market. We're so excited about that launch andwe waited to get it right. Tom talked about, you have one chance to make theright impression, and you have one chance to launch a market correctly.

That's what we've done and substantially ramping thedistribution and the advertising and marketing, and we were very, very excitedabout what that's going to do to our growth next year.

On the Leap question, I will take the first part of it andthen hand it back over to Roger. We have no visibility, nor can we speculate onanything relating to their announcements on their financial statements. Andwith that, I will turn it over to Roger.

Roger Linquist

I think what I said before I would like to just repeat, andthat is that we really can't speculate. As we articulated, the reason why wewithdrew is there was no meaningful negotiations. So speculating on the futureand their interests, I can only say that really the ball is not just in theircourt, but we remain at a strategic opportunity under certain conditions, andthat's really all I can say at this point.

Jonathan Chaplin - JPMorgan

Thank you, very much.

Operator

Thank you. Our next question is coming from Brett Feldmanwith Lehman Brothers.

Brett Feldman -Lehman Brothers

Yeah, thanks for taking a question. I actually, just wantedto go back and quickly revisit some of the cost you expect to incur next yearrelated with the AWS Market launches. If I look at the guidance in the pressrelease related to the CapEx and the EBITDA burn that you're anticipating nextyear, and I used the midpoints of those ranges, I think it's about $800 million.

You indicated that you're looking to build 30 million to 32million pops out of the gate in those four markets to the midpoint, it's about31 million pops. So it suggests that the total amount of burn that you're goingto incur next year associated with the AWS Markets is something like 90% of thetotal burn you would expect to have with those launches, even though some ofthem are into '09. Is that the right way of thinking about it, or am I notdoing this math right?

Braxton Carter

No, Brett, you're not far off. The thing you have got toremember is that when I was talking about the total investment per covered popto get a free cash flow breakeven, there is a period in there where you'regenerating cash flows off of your operations.

The EBITDA breakeven point is much sooner than your freecash flow breakeven point. So, when you're looking at the net investment atbuild, it is not unlike the way you're positioning it. But remember, we'llcontinue to layer in CapEx to free cash flow breakeven, but we will have anoffset of EBITDA generation.

The other thing that's a little different compared to priorlaunches we've had in the past is the extensive use of these DAS systems. Andwhat that is essentially doing is creating a more dense network at the point oflaunch, which has many, many benefits to us.

When you look and at the wireline displacement factor here,in-building penetration is critical to this business model. But when you arelooking at the densification of a DAS network, you're accelerating CapEx intothe point of launch that we typically have not done in the past with more of amacro side build. So that is really the right way to look at it.

Brett Feldman -Lehman Brothers

Because this were the base of the question is, I'm justtrying to anticipate at what point around these launches you begin toexperience some relief I guess first at the EBITDA level, and then at the CapExlevel. Could that occur shortly after the last market launch in New York, or would it be delayed beyond that?

Braxton Carter

If we look back at history, it depends on market penetrationand how quickly you penetrate. But we have reached EBITDA breakeven anywherefrom six to 12 months on all of our markets. So to help position your question,take that to account.

Brett Feldman -Lehman Brothers

Okay, and then just one separate question. I was hoping tosee if you could clarify something about the fourth quarter commentary aroundnet adds. You indicated that you have seen some churn issues due to theeconomic environment. Is that the primary reason why net adds may come in alittle below expectations, or is there also a gross add component as well?

Braxton Carter

No, we did not position a churn issue for the fourthquarter.

Brett Feldman -Lehman Brothers

Okay, so it's not churn related. Okay, thank you.

Operator

Thank you. Our next question is coming from Romeo Reyes ofJefferies.

Romeo Reyes -Jefferies

Good morning.

Braxton Carter

Hello, Romeo.

Romeo Reyes -Jefferies

Hi, how are you? Good.

Braxton Carter

Great.

Romeo Reyes -Jefferies

Just a couple of quick questions. If we look at theincremental penetration on new markets, it seems as though it's going to bejust south of 4%--3.8% I think is what I come up with.

Historically, I guess, if you look at those 644,000 that youadded in the Expansion Market, that would imply roughly 4%. So are you beingconservative enough in your Expansion Market penetration?

That's the first question. The second question is withrespect to ARPU. I guess Q3, Q2 were generally lower because of the inactivehotline customers. Can you give us a sense of sort of how that trends in Q4 asyour hotline customers declined, given the seasonality in the business thatwe've seen Q4 and Q1? Thanks.

Braxton Carter

Sure, Romeo. I think on the latter question, let's take thatfirst. You are absolutely right. There is a seasonal component to ARPU. Werecognize revenue on a customer-level basis where we look at the exact profileof what has happened with our customer and we recognize revenue relating totheir individual situation, and then build it up for the consolidatedpresentation.

When you look at the highest churn periods being in thesecond and third quarter and lower churn periods being in the first and fourthquarter, you definitely have a change in hotlines which said more generically,a change in the payment patterns of the customer and it's fundamental that youdo not recognize revenue unless a customer has paid you in cash.

So absolutely, there is somewhat of a seasonal componentwhere you would expect to see an ARPU up tick in the fourth quarter and firstquarters as compared to the rest of the year. And your second question, couldyou repeat that?

Romeo Reyes -Jefferies

Yeah, in terms of the incremental penetration, I guessyou're assuming about 3.8%?

Braxton Carter

Yes. I think, we have publicly disclosed that we havepenetrated each of our Expansion Markets by over 5% in the first 12 monthsworth of operations. So let's talk about the math here. You continue to expandand build your footprint on these markets, so it's not a static number that youdivide into to reach a penetration. I think when you're going back and lookingat history, you're getting a lower number because you're taking end of periodcovered pops not beginning of period covered pops.

And likewise, when you look forward to next year, remember,we were very, very focused on launching a rational marketable footprint for Los Angeles. That footprint is going to continue tosubstantially grow over the next three quarters and Tom has positioned that upto 15 million pops. We're also growing our other markets so you need to alsotake that to account when you're looking at penetration and penetration trends.

Romeo Reyes -Jefferies

Yeah, that makes sense. Lastly, just a very quick questionon the economy. I guess the gross add numbers would be probably the mostobvious one when you're looking at a slowdown in the economic activity. Arethere any other metrics that you would look at when you try to gauge where thehow the economy is affecting your net additions?

Are you looking at measurable increases in hotline customersor disconnects or any downgrade activities from $45 plans down to $35? What weresome of the other metrics that you look at? Thanks.

Braxton Carter

Obviously, those two components of net additions there is grossadditions in those disconnects. And you are correct that you would look at bothof those components on to determine signs of what you're seeing from a businessstandpoint. But let me tell you that our positioning for the fourth quarter wasbased upon, really, what we have seen up until just very, very recently.

And talking about the third quarter, we had a 20 basis pointincrease in churn year-over-year, but a large portion of that was due to therelative maturity in the markets that we're measuring that off us. When you're innewly launched markets you are on a growth trajectory that is not linear intothe second year.

And the dynamics of entering a new market and how itpenetrates really is what we're positioning when you see the 10-Q that will befiled later today will be the explanation for that increase in churn, noteconomic conditions. Now, we need to wait and watch and see, but we feel thatour estimate for the fourth quarter is a good estimate.

Romeo Reyes -Jefferies

Yes, and let me add one more question, if you don't mind. Interms of the churn, I mean you calculate churn differently than Leap, in thesense they don't include their first billing until it pays as churn. Based onthe numbers here, it seems like apples-to-apples, your churn would have beenaround 4.3% relative to Leap's 5.2% if we were to do apples-to-apples first atbill non-pays. Does that sound about right?

Braxton Carter

Well, Romeo, here's the problem. With the changes that Leaphas done in the billing platform where they were [BOP] and now they've goneback to pay-in-advance. I think part of what you're seeing with their churn iswhat we've always talked about as upgrades that we weren't capturing.

And now with the change in their methodologies they arestarting to experience the same type of phenomena, which is driving, I think we'vecommented on the last call was a 40 basis point increase in our churn.

So I really don't have the information or the insight toreally do an apples-to-apples at this point because of the transition of howthey're doing the billing. But if you look to past years, we have alwayspositioned and it has really been fairly consistent.

I mean you had some seasonality in this too, but about a1.5% impact of upgrades. Said another way, customers who are upgrading theirphone who because of the way the systems work, we are not capturing as anexisting customer.

We have another gross add and we have another disconnect,which is essentially inflating our real churn rate. Now, again having noinsights, but just listening to what has been publicly commented on by Doug andhis Leap team, is they have had some of that phenomena too. But when they werein the [BOP] world and were taking IDs, that was not as large of an impact ontheir business as it was on ours. So I hope that helps explains a little bitfurther.

Romeo Reyes -Jefferies

Thank you.

Operator

Thank you our next question coming from the John Hodulikwith UBS.

John Hodulik - UBS

Hi. Thanks. Good morning. A couple of quick questions on twothings. (1) competition, and (2) the use of DAS in the new markets. I heardyour guys comments that you weren't seeing much impact from Sprint's rollout ofunlimited service. Obviously they're going to go to 100 pops I think bysometime mid-November here, and I think it's probably likely that they're goingto expand that next year.

Why do you think that you're not seeing impact where youoverlap? You think its at a different market? Is it because they're at adifferent price point, or how does that factor into your numbers for next year?And then on the DAS side, could you talk a little bit about the difference ineconomics?

I think, Braxton, you said the CapEx is a little bit morefront-loaded when you use DAS versus or the traditional power providers. And ifyou could comment on the, who you are going to be using and the profile of yoursuppliers for the infrastructure in these new markets and what data makes froma risk standpoint.

So getting back to David's question, it does seems like thelaunches are a little bit more delayed than at least what we had factored in.How is the decision to go with DAS architecture sort of play into that, or doesit affect it at all? Thanks.

Thomas Keys

This is Tom, I will handle the competition question first,and I will look at the DAS question second. We, as stated, we don't believewe've seen any measurable impact from our competition in our markets as theyrolled out first in the West and then as they moved to the East. We trulybelieve we're expanding the pie.

We think that the increase that available customers see inpaying advanced prepaid opportunities is truly expanding the pie for everybodyand making it more fashionable for people to go there. So in our marketplace,we absolutely believe that as we increase value, as Roger mentioned on thecall, our goal is to always give our customers more value as we continue to addfeatures into our rate plans.

And by doing that, we then like to get close to ourdistribution channels, our dealers, sell the value at the counter, increase ourshare of decision. So to that end, we don't believe we've seen any measurableeffect to date.

John Hodulik - UBS

And then, if you look out to some of these markets where youwill be competing head-to-head with Leap, do you think that will and how do youlook at that versus that greater than 5% penetration in the first 12 monthsbogey that you guys have been hitting?

Do you think again it expands the market and you guys bothget your share, and the market is just bigger than those markets? Or, do youthink you split the market? Or how do you guys look at that from a modelingstandpoint?

Thomas Keys

Well, I think our modeling continues the way we've alwaysdone it. What I really can't speak upon is if anybody else is cannibalizing anyexisting base I really don't know if that's happening or not, but that issomething that we don't have to worry about as we expand our offering into newmarkets.

As we continue to build out Los Angeles, as we continue tobuild out the Northeast into 2008, 2009, we absolutely believe at the valuewe're going to bring in the packages as we look to add new services down theroad we'll continue to make it an extremely attractive, unlimited package forall of our customers.

John Hodulik - UBS

Okay. Go ahead.

Roger Linquist

Yeah. This is Roger, let me just add to what Tom said. Ithink the key here is that there is a finite market opportunity and it's hardto judge up front just how that share may ultimately split out when you have,shall we say not only one, but three competitors in a market like Las Vegas.

But you have to bear in mind as to what the customer seesalso, and that is Los Angeles and the Northern California,as well as Las Vegas. So there is adimension of footprint, there is a dimension of affordability and pricing, westill have the most, we believe, the most aggressive and value-added packages.

So, even with Leap's appearance in Las Vegas, we will just see how that shakes out. But wefeel that we have the coverage advantage there by a very significant amount,and we will just see how that ends up in share.

Just a lesson out of the playbook in paging. Many, manyyears ago, which would go probably beyond which anybody as interested in is rightnow, but MCI was in the paging business. At that time, I was at GenComm andheading up that company communication industries.

They spent a fortune in advertising in one quarter, they hadvery little results and we had the best quarter we ever had in our history. So,promoting the service and the pay-in-advance and the unlimited service we thinkis not something that has been on the lips of all our potential customers.

So we see the opportunity for more in that arena, as Tomsaid, to expand this pie, create greater awareness. And so there is anopportunity here, difficult to quantify now, but has been repeated in the pastmany, many times.

John Hodulik - UBS

Okay, great. And on the DAS side?

Thomas Keys

Yeah. I believe your question is why DAS in the Northeast,if I got it correctly.

John Hodulik - UBS

Yeah, and what does that do to the economics and the timing?Has that caused any delays, or is it something like you said you front-loadedthe CapEx, if you could give us a little more color on that.

Thomas Keys

Well, I will let Braxton handle the economic piece, but interms of the actual build, what this does for us, number one, is we get greatin-building penetration. As we put a blanketed coverage in a specific area, theDAS actually gives us speed to market in places that could have beenproblematic to zone or to bill.

So we believe that we're actually getting an advantage inthe Northeast as we continue to migrate to DAS as a coverage opportunity.Braxton, you want to touch the economics?

Braxton Carter

Yeah, and on the economics part, what we are doing with DASif you have much more of a heavy capacity when you have that network built forthe launch of the market; where with a macro type design, you're layering inyour capacity from when you launch the business as you continue to penetrate.

So, it actually accelerates the CapEx to the point of thelaunch of the business, but it's just really a timing issue. When we look atthe total CapEx profile to free cash flow breakeven, the cumulative investmentis very similar.

John Hodulik - UBS

Okay. Great, thanks.

Braxton Carter

Welcome.

Operator

Thank you. Our final question is coming from Will Power withRobert Baird.

Will Power - RobertBaird

Great, thanks for taking the question. I guess a couple ofthings. I first just want to follow-up on the competitive environment. I knowit doesn't sound like you are feeling that much pressure from Boost Unlimitedtoday, but I wonder if you're seeing any additional pressure competitively fromany of the traditional prepay providers perhaps in your markets or competitivepressures from anybody else I guess in that vein.

And then, secondly, as you look at Boost Unlimitedcontinuing to expand, are you all thinking about or feeling additional pressure,at least maybe on the margin, to consider offering a more enticing roamingoption, given that's one of the competitive differentiators that the BoostUnlimited offer may have. Thanks.

Thomas Keys

In terms of traditional postpaid carriers, as I think wealluded to in the call, there is a sustainability about looking at that modeland making it a bolt-on to a higher cost enterprise. We believe to havepositioned our model as a pay-in-advance unlimited structure truly puts us in superiorposition competitively.

So as we look to increase our share of the pie in the upcomingmonths, we look at our distribution, as mentioned. We believe by going intomass retail, we're going into another segment that allows us to get a brandingawareness as well as to get a better yield out of a covered per pop basis as welook at Target and Wal-Mart.

The competitive environment in the fourth quarter is alwaysintense. We understand that, and we've traditionally done very well in thefourth quarter.

Braxton Carter

Let me make some additional points here. When you look atthe price points of the competitors, the MetroPCS value proposition is stillcompelling. There are significant differences in the pricing. And when you lookat the unlimited offerings that Boost has on the table, it's not a nationwidefootprint.

Yes. They're really putting forth much more of a regionalfootprint and they have to do that because of the cannibalization issue ontheir own business. If you make it too compelling, you're going to start bleedingoff all of those postpaid customers that is Sprint's bread and butter into avery low margin for Sprint proposition with what Boost is doing.

So, is it really sustainable in the long-term given marginpressures and EBITDA pressures? And you have to ask yourself that question. Andyou also have to ask yourself that question on any other competitor. We allknow that the general environment over time, things get more competitive.

But, again, Roger has always had the vision, since for yearsgoing back that we are going to compete by continuing to add more value to ourcustomers and add more value proposition and that we're not out there trying tochase the last dollar of ARPU, we're out there trying to rapidly penetratethese segments under a pricing umbrella which we think is rational that we willcontinue to compete on based upon the value proposition of what we're doing.

Roger Linquist

And we're perfectly comfortable with the fact that they havea great strength in the national, as Braxton has indicated, really regionalfootprint for various reasons and so, we don't really see pressure.

We think there's probably a five, not more than 10% of thetotal served available market that really does fancy a need, a strong need, tohave low cost roaming as opposed to occasional roaming where they can get itthrough our roaming package.

And so, we don't see any need to compete at that level. Wewant to compete at the value level with existing rate plans, just as Braxtonindicated, with additional value that we keep increasing and will continue toincrease.

Will Power - RobertBaird

Okay. Great. Thanks.

Roger Linquist

Okay.

Operator

Thanks.

Roger Linquist

Thank you again for participating on today's call. Wecertainly appreciate your interest and support of MetroPCS and look forward tothe next quarter of continued progress. Thank you all. Bye.

Operator

Ladies and gentlemen, this concludes the MetroPCSCommunications 2007 third quarter results conference call. Thank you for yourparticipation. You may now disconnect and have a pleasant day.

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Source: MetroPCS Communications Q3 2007 Earnings Call Transcript

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