Good morning, ladies and gentlemen, and thank you for standing by. Welcome to the MetroPCS Communications First Quarter 2008 Results Conference Call. During today's presentation, all parties will be in a listen-only mode. Following the presentation the conference will be open for questions. [Operator Instructions]. This conference is being recorded today, May 06, 2008. I would now like to turn the conference over to Mr. Keith Terreri, Vice President and Treasurer for MetroPCS. Please go ahead, sir.

Thanks, Kimberly, and good morning everyone. I'm Keith Terreri and I would like to welcome you to our first quarter 2008 conference call. The speakers with me this morning are Roger Linquist, our Chairman, President and Chief Executive Officer; Tom Keys, our Chief Operating Officer; and Braxton Carter, our Executive Vice President and Chief Financial Officer. The format for today's call is as follows. First, Roger will provide an overview of our business, then Tom will provide an update on a number of operational results and initiatives, then Braxton will review the financial highlights of our first quarter followed by a question-and-answer session. During today's call, we will refer to certain non-GAAP financial measures. We've reconciled these historical non-GAAP measures to GAAP figures in our earnings release, which is available in the Investor Relations section of our website at www.metropcs.com under the Investor Relations tab. Before I turn the call over to Roger, I want to remind you that certain information that we will discuss in this conference call may constitute forward-looking statements within the meaning of the Federal Securities Laws. Words such as believes, anticipates, expects, intense, estimates, projects and other similar expressions typically identify forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results for the timing of the events to differ materially from those described in the forward-looking statements. We cannot assure you that the expectations discussed on this conference call will be attained. We also encourage you to review the risk factors described in our filings with the Securities and Exchange Commission. We would also like to remind you that the results for the first quarter may not be reflective of result our 2008, nor any subsequent period. For anyone listening to a taped or webcast replay, or reviewing a written transcript of today's call, please note that all information presented is current only as of May 06, 2008. It should be considered valid only as of May 6, 2008, regardless of the date reviewed or replayed. MetroPCS disclaims any intentional or obligation to revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. I hope by now you've had a chance to review our earnings release issued this morning with the financial results for the first quarter. I would encourage everyone to read our earnings release in conjunction with the information discussed in this call along with our previous SEC filings. We intend to file our 10-Q later this week or early next week. At this time, I would like to turn the call over to our Chairman, President and CEO. Roger Linquist.

Good morning, everyone, and welcome to the MetroPCS first quarter 2008 earnings call. Thank you for joining us this morning. I would like to start this morning's call by discussing what we believe was a significant shift in the wireless industry this quarter. We believe the industry has passed an inflexion point during the first quarter as all the national wireless players introduced unlimited wireless service calling plans. As pioneers in the unlimited wireless space, we believe this industry trend towards unlimited service plans is a natural progression in the industry. This new focus on flat rate services created by MetroPCS is recasting the entire industry's approach to wireless services. Bear in mind the national carriers' unlimited plans are generally two to three times more expensive than our existing plans. Now for the first time, customers can make a truly educated decision with regards to our plans versus the national carriers. Given the value in our service offerings and our industry-leading low cost structure, we expect to compete very well in this new environment. Our first quarter results were very strong with 452,000 net additions, particularly considering the challenging macroeconomic environment. In the past six months, the momentum of our business has been strong, in that time we've added over 750,000 subscribers. Additionally at the end of the first quarter, we launched service in Las Vegas ahead of schedule and we are proud to say that this is the first commercially launched AWS market in the United States. We look forward to launching additional Auction 66 markets later this year and into 2009. We believe our strong subscriber growth is driven by customers continuing to realize the value within our service. Every one of our operating markets, including our core markets, continues to report positive net additions resulting in increased…

Thanks, Roger. I'll first talk about some high level trends and then I'll discuss some of our operational initiatives in more detail. As Roger stated, our first quarter was very strong with total net additions of approximately 452,000. In our core markets, we continue to see growth in increasing penetration with approximately 30% of this quarter's net additions coming from our core markets. We see our growth coming from the ongoing trend of wireline displacement as subscribers increasingly use our phones as their primary communication device. As macroeconomic pressure continues to erode disposable income, we see consumers increasingly using their wireless devices as a primary means of communication. Additionally, we see our family plans as having the positive effect on growth, and we believe they also help to reduce churn. I will speak to our specific offerings shortly. In our core markets, we are also benefiting from solid brand recognition, product awareness and acceptance, as we've been operating in some of these markets for over six years now. Our expansion markets' growth continued this quarter generating over 314,000 net additions, and now totals over 1.6 million subscribers representing 78% subscriber growth year-over-year. In some of these markets where we have been in operation for the second full year, we are seeing compelling market penetration rates and impressive metrics. Los Angeles, launched in 2007 in September, continues to ramp and our marketing efforts are bearing fruit, as we see customers move from initial product awareness to consideration and purchase. The build-out of Las Angeles continues and we expect covered POPs to reach 15 million by the end of the third quarter 2008. Within the Los Angeles Metro area, we have recently launched service in Bakersfield, and we continue to build out into Riverside and San Bernardino counties. At the end of…

Thank you, Tom, and good morning everyone. We recorded strong financial and operational results for the first quarter of 2008. Today I will discuss the results for the first quarter, then I will walk everyone through our 2008 guidance, which we reaffirmed in this morning's press release. Total revenues for the first quarter were $662 million, up approximately 23% over the first quarter of '07. Consolidated adjusted EBITDA for the quarter was $178 million, approximately 19% higher than last year's first quarter. We generated approximately $107 million in cash from operating activities in the quarter, down slightly from the prior year's first quarter. We generated $40 million in net income during the first quarter or $0.11 per share. We are in an extremely strong financial position with approximately $1.3 billion of cash at March 31, 2008, and a net leverage of 2.28 times. We are fully funded for all of our planned market builds with a very substantial cash cushion. This will allow us to bring our Northeast markets online in 2008 and 2009 with no anticipated delay. It also gives us the latitude to capitalize on other opportunities such as our recent success in the 700 MHz auction and the Jacksonville asset purchase. From a financial metric perspective, we are pleased with the results for the first quarter. Our ARPU for the first quarter of 2008 was $42.22 compared to $42.54 in the fourth quarter of '07. The change in ARPU is primarily attributable to higher participation in our family plans, as well as reduced revenue from certain features now included in our service plans that were previously provided a la carte. Even with the slight decrease in ARPU, we have increased our adjusted EBITDA margin as a percentage of service revenues. We've focused on bottom line profitability versus…

[Operator Instructions]. Your first question comes from the line of Simon Flannery of Morgan Stanley.

Okay, thank you very much. Good morning. You talked about some excellent penetration stats in some of the launched markets that are a couple of years old now. I think in the past you've talked about a potential penetration in the sort of 15% range. I just wanted to get some thoughts on where we are now given the success you have been having and getting more experience with some of these new markets, is that still sort of a good aspirational target for your company overall? And if you have any updates on Las Vegas, what we have seen so far that would be very helpful. Thank you.

Good morning Simon. Definitely appreciate the question. I think that we have talked in the past about overall potential penetration rates of 15% plus in our markets. It is very important to note that every one of our markets continues to grow and given the relative maturity of our core markets as opposed to type of growth we are seeing supports that type of penetration potential. Our expansion markets have continued to perform very well, and we believe the potential is in the 15% range for those markets. We've been very happy with the Las Vegas launch, getting into market at the end of the first quarter, well ahead of our published targets, I think was a real testament to the hard work of our people in the market. Also it was the first commercially launched AWS market in the country, working through all issues from a network equipment standpoint, from a handset standpoint, from a clearing standpoint, was a significant accomplishment.

Okay. And in terms of the sort of customer acceptance, is that similar to LA, better than LA?

Yes, Simon, this is Tom. Yes, so far we're very pleased with our customer acceptance. As Braxton mentioned, the network is operating very well and to date we've seen things just like out LA roll out, we are very pleased with it.

Okay. Thank you very much.

Your next question comes from the line of Scott Malat of Goldman Sachs.

Thanks. Yes, first on subscribers, I think you've noted a couple of times that the core markets continue to show increasing penetrations. So that's probably not what everyone would have thought. You talked about a few of the initiatives that are driving these results in you comments. Can you talk a little bit about the impact the family plans have had so far, obviously with the extended rollout of family plans? And then may be give some detail on the features and the service plans that were previously provided a la carte. And then just basically, the obvious question I just wanted to follow-up with, it's the first conference call post the lifting the Spectrum auction and any collusion rules. Just wondering if you could provide us any kind of update and your thoughts on possible discussion will lead, anything from timeframes to changes of how you approach the synergies or anything like that? Thanks.

Okay, great. Talking about family plans, I think it's very important to note that the family plans bring another dimensions to our offerings. The national carriers put on anywhere from 40% to 60% of their net additions on in family plans. That is not the case with MetroPCS. With MetroPCS our overall penetration of family plans is less than 20% of our consolidated mix. And the reason why is we've had to be very innovative in the design and development of this plan. Given our targeted demographics and given our approach to the marketplace, the last thing that we would want to do is encourage non-family members to band together to take advantage of family plan pricing, because one of the main benefits of family plan is more stickiness with the customers and the reduced churn level. The way we do this is with an inherent design feature, in that every line in the family plan needs to be paid at once. And if not, all the lines disconnect. So that virtue works very well with a family unit, it does not work well with a band of associates or friends getting together to take care of the pricing. We're very excited about the promotion that launched on the 1st of May on our unlimited family plan that Tom talked about. Early results are very encouraging and again, we see a very positive impact by continuing to promote that feature looking at better overall retention in the marketplace. At this point, I would like to turn it over to Roger to address your last question.

Right. As you know, we withdrew our public merger proposal in November of last year and announced that our focus will be on realizing our significant growth opportunities. Since then, we've done just that. And we believe our results over the past three quarters and as well as our future growth opportunities continue to differentiate us from the other wireless carriers. The last point that you did ask is the a la carte features. Let me just add that we continue to combine as we see the opportunity, shall we say push these a la carte features into our rate plans, because over time we've now been able to provide for data services that at one point were a la carte and now they are combined in typically the $40 to $50 plan. So we have seen that as an opportunity. We'll do that as soon as the economics justify that move.

Scott, you have published before your thoughts on the productivity loop, or the continued reinvestment and the competitive viability of our rate plans. That is a vision that Roger has brought to the table since the early days of this company and we will continue to invest in the offerings, while maintaining a very strong EBITDA margin to further differentiate us from the competition as time goes on.

Okay thanks, that's really helpful. Just one really quick question, just on the math, to make sure I get it right. You mentioned 2.2% penetration in Los Angeles, that's for all marketable areas in LA; that's including those that you've launched just recently. I just wanted to make sure that's clear, that's not the penetration in the market you launched back in September?

That's correct, that's absolutely correct.

Okay, thanks.

Sure.

Your next question comes from the line of David Barden of Banc of America Securities.

Hey guys, good morning. Thanks a lot.

Good morning, David.

Good morning, Braxton and Roger. If I could just ask two questions. Number one, obviously heading into 2Q, there's historically been a big kind of change in the pace of the business in the second quarter and you've had this kind of problem before where expectations and the realities of the business model get misaligned and you talked about the impact of the potential, the tax rebates and influence in the trend. So I think if you could be as clear as you could possibly be now about what you think the net effect of these moving forces, seasonalities, plus new market launches, plus older market launches, plus tax refunds, is going to be on the business both in ARPUs and in churn and subs, I think it would be very productive for everyone to kind of get on the same page on that. And then the second question may be more for Tom. A little bit just as you have gone through now the first AWS market rollout from kind of soup to nuts, could you kind of give us any insight as to whether you found it smoother, harder, easier, the same, to get these markets turned up, turned up on time, turned up in budget, and all the pieces are ready to go when you want to launch? Thanks a lot.

Great question David. And I think that the right way to look at all the factors that are moving around in relation to the second quarter is that there are puts and takes. We all know that the macroeconomic environment continues to be extremely difficult. Gas prices are increasing; there is more pain that people are seeing in the markets. Offsetting that is the strong tax stimulus rebate plan that the government started last week. In addition, the family plan promotion that Tom talked about, we think will be accretive to the quarter. So when we sit back and we look at all the factors combined, we where in a position to today reaffirm our guidance, which means our overall views on the year and specifically on the individual quarters has not changed. I do want to reemphasize that seasonality is very, very strong in this business. And there is a very steep drop off of net additions in the second and third quarter, followed by a nice increase in the fourth quarter and our golden quarter of the year, the first quarter, which was just finished. But even with that, we put on well over a million subscribers for the last two years and our guidance calls for another even larger increase this year. Tom made a very important point in his script and that was on churn. And churn is almost inverse to the net add performance. In periods of lower net adds, you do see a higher churn rate, particularly when you have the dynamics of new market launches. There is essentially no churn in this model for the first three months. Then you are seeing a peak churn in the second quarter and it's not until really five quarters out of the completion of four full quarters that you see a churn profile that mimics that of a more matured market. And when you are looking at launching a market the size of Los Angeles, the expectation is that there should be increased churn from an expansion market standpoint. We were very pleased with our churn for the first quarter of this year. Being flat year-over-year with some of these dynamics that we're talking about and given the macroeconomic environment, I think speaks very strong about our viability in this type of marketplace. But that's really how we are looking at some of these key metrics. At this point David, I will turn it over to Tom to address your question on the AWS market roll out.

Yes, hi David. I think I'd use the characterization of smooth that you put out there that if you use our experience in building new markets, if we look at our network design that did include macro as well as DAS sites inside of Las Vegas. The two additional elements that we worked with were, number one, clearing; and then, number two, vendor and OEM equipment. On the clearing side, we're extremely focused. We set up our own separate teams and continue to do that with our spectrum and we make sure that we had our timing down and that did work for us in Vegas very well. The second factor were obviously equipment and OEM relationships. And with launching on the 28th of March, we were able to have the equipment ready, our network was ready. So I think we really focused on that early on and we made sure that we could come into Vegas on time, because it was really important to us to be the first commercially launched AWS market in the United States.

Great, I appreciate it guys. Thanks very much.

Your next question comes from the line of Rick Prentiss of Raymond James.

Good morning guys.

Good morning, Rick.

Couple of questions for you I would like to follow on. With the family plans, Braxton, you just mentioned to David's question that you expect family plans to be accretive in the second quarter. Is that on the revenue side, is that along with churn helping on the EBITDA side or what exactly does that mean? And as we think of family plans, interesting thought about that however, you have to pay all at once, but how do we think of that as far as affecting kind of the gross add share, does it stay in the 20s or it is get up even higher? That's the first question for you guys.

Yes, really good question. It's accretive from a growth add standpoint and net add standpoint, but I think very importantly, from a churn standpoint, and the churn benefit you will see over the course of the year as you put on increased family plan units. But specifically for the second quarter, this is a very, very strong promotion and we think that it will be accretive from a growth standpoint in the second quarter. But again, I just want to emphasize, offsetting that is the overall macroeconomic conditions. So please keep that in mind.

It makes sense. From an ARPU standpoint, obviously a lower price point at the $25 level. How do we think about the effect that it might have on ARPU against the base or what kind of share of gross adds we should be thinking coming along this line?

Because of the inherent limitations that I talked about earlier, where every line has to be paid, or they all hot line, we are not going to see the types of take rates that the national has, even on the very lower end. So we don't really see a significant increase in the overall mix portion of what we have historically experienced and remember I told you that this was less than the 20% of what we did.

Right.

And I think that is important to keep in mind. So yes, there is a small impact on ARPU, but please remember that we're posting EBITDA margins that are truly world-class. So the overall profitability, as we continue to sustain this business, even with a slight ARPU decrease, is still accretive to overall adjusted EBITDA.

Okay. That actually leads nicely to my next question, which is on the burn rate and the margins that you've been seeing in the core markets and the expansion markets, can you break out for us in second quarter or excuse me, first quarter actual, how much Auction 66 burn there was? I think for the annual guidance, you're saying $125 million to $175 million worth of burn, but how much did we see in the first quarter?

Rick, I appreciate the question, but the only thing we're commenting on at this point is the overall annual burn rate.

Okay. Do you anticipate at some point letting us know how you did versus that guidance?

I will have to take a look at that issue.

Okay. And then my final question would be on LA POPs going back to the earlier point, 2.2% penetration on LA POPs. Where are your LA POPs right now? I think you started probably around 11, you are heading to 15 by the end of the third quarter, but where were we at the end of the first quarter?

Let's be clear. Tom said that was the penetration of marketable POPs.

Okay.

And we've talked about before that increase in that market to its overall footprint that we have in mind of 15 million covered POPs. Until we get there, your marketable POPs are a subset of your overall covered POPs. And that's really important because you don't want to market too heavily on the fringes of your covered POPs, because you don't want to bring customers in that this service footprint doesn't work for. So you definitely bring in your marketable POPs.

If we were to look at the first quarter as far as covered POPs in LA and marketable POPs in LA, you know roughly where that would be, can you share that with us?

Rick, that's just not a number that we're disclosing. We don't really get into individual market-specific disclosures. What we're trying to do is provide color and feel for how well the Los Angeles market is doing without disclosing a specific point estimate on the net adds number.

Rick, it's kind of a work in process. So, I think that those numbers will be disclosed once we get to a build out point. I mean, that, I think is probably the best way to tackle it.

Okay. And so, just maybe from a broad standpoint, maybe percentage-wise marketable POPs versus covered POPs, I wouldn't think there would be a drop to like 60%, 70% of covered POPs being marketable, it would be some higher number, wouldn't it? Just to kind of frame it for us as far as …

Absolutely.

Okay, thanks guys, good luck.

You're welcome.

Your next question comes from the line of Tad Rethemeier of Soleil Securities.

Good morning, guys.

Good morning, Todd.

Two questions for you, if I could. First, have you seen any change in the competitive dynamics just recently? I know on their call last night Virgin Mobile talked about its new price plans and success it was having there. And then the second question, any color on the success of the Wal-Mart channel? Thanks.

On the competitive dynamics, as Roger mentioned, all the nationals have come out with their unlimited plans. What we've tried to do with that is actually utilize that and leverage that. Hence the introduction of our family plan nationwide. In terms of Wal-Mart, it is a strong partner for us. We believe that there is a lot of growth going forward and as we roll it out nationwide, we think we'll see increased penetration as we actually expand the market through that national retail partner.

Yes, Virgin Mobile is specifically.,Todd, that you asked, we really haven't seen that as being a major factor in our market. So maybe that change is too new or certainly we have not seen or felt any impact from it.

Okay, thanks.

Your next question comes from the line of Brett Feldman of Lehman Brothers.

Yes, thanks for taking my question. You guys eluded early in the prepared comments about the introduction of unlimited plans at all the major national carriers and it does create a very interesting comparison with your service. I mean if you look at what an AT&T and Verizon is offering, it's basic unlimited voice for about 100 bucks a month for an individual, whereas with your promotional family plan, it can get as low as $25. And the key difference is really just coverage. So it is starting to highlight a very significant value opportunity by having more coverage. And I guess, my question is, are you at all surprised by how accretive ARPU can be if you can offer a service nationwide, and has this changed your view as to whether or not you should be taking steps towards having a broad nationwide footprint?

Well, I think certainly it's an interesting question, and I think the answer is there is that segment, but there is also a segment that we serve. What you do see though particularly in times like we are experiencing now. If I can save $300 a month with four lines, I'm highly motivated do it unless I truly have all family members in the very, shall we say, important traveling mode where they really do need nationwide coverage. Our point with the family plan is that we think there is a very high propensity of families that, particularly the family members do not require, specifically do not require that the national roaming plan even though the head of household and even perhaps the spouse might. So the thought is basically that this is an area where coverage, particularly national coverage, would probably have the least impact on us.

I guess I am sort of alluding to your prior offer for Leap, because if you look at it now, what do you have is you have $100 a month per outstanding nationwide unlimited service and $40 to $45 a month per outstanding unlimited service in a fixed geography or anywhere within your pockets of service. Are you thinking that may be there's a bigger market somewhere in between and that that might change your calculus as to what you would get out of being a bigger company?

Well, I think that he answer to the question is specific, that the more market segments that you can serve the more attractive it is. However I keep going back to the point that I asked you, how many families, particularly families that we're taking about, children and families need national coverage. We think this is a very strong plan under its own principles and bear in mind, in places like California and Florida now, there's a very large area that people can take advantage of. But once again, the family plan gave us the unique opportunity to pinpoint family members and even spouses that don't tend to have the same geographical, shall we say, coverage needs that a head household would.

Okay. It's fair enough. I'll ask one other unrelated question. As you're looking at your build out in the Northeast and you comp it against your experience in LA, if you ignore the potential clearing issues, are you generally finding that it's easier or harder to get your network build at the pace you would like in the Northeast? I know LA ended up having a little bit of a delay versus your initial expectations, are you seeing the same thing in, say New York for example?

All these markets, let's say, the mega markets New York and LA have their own challenges. But I would say that the use of our distributed antenna systems has put us we think, right on track for scheduled launches. We feel very confident that the dates that we've given you all will be met.

Thank you for taking the questions.

Your next question comes from the line of Phil Cusick of Bear Stearns.

Following up on the family plan just quickly, what's the level of churn reduction? Can you help us quantify that versus the typical customer?

Yes it's favorable, Phil. I mean I would put it somewhere in the range of maybe up to half of the normal churn profile.

Okay. And then in the past you have given us updates on some of the toughest markets in the country. Can you give us an update on places like Detroit, how are those going and is there any change versus the margin versus the mean that they are seeing as gas prices come up and things like that? Thanks.

Yes, Phil, this is Tom. I think our comment on Detroit would be similar to the last quarter's call. Detroit has a very high level of landline displacement/replacement, and our market up there performs very, very well, even with some of the worst economic conditions. So I think our answer to that would be similar to the previous quarter. It performs to our expectations and is doing very well.

Are you guys seeing any shifts in the number of customers who are bringing numbers over from landlines in terms of the percentage gross adds or anything like that?

Porting takes place on somewhat of a seasonal basis as well. There is generally higher ports that will take place in the first quarter, then quarters two and three. So we are not seeing anything that is seasonally out of line with past years. We will continue to see movement from carrier to carrier depending upon what market it is, but nothing is out of line compared to a year-over-year, quarter-over-quarter seasonality.

Phil, remember that ports are very small subset of what happens here and there could be an acceleration in wireline replacement that the numbers aren’t coming over and we are just adding incremental lines because of that. And to your point on Detroit, Detroit has a much higher percentage of wireline replacements than the rest of the country. And we think that's because of the depressed economic conditions that have been out there since we launched the market back in '06. And we believe that such economic times can result in acceleration of that trend. I think you are hearing that from some of the wireline providers.

Okay. Thanks, guys.

Your final question comes from the line Romeo Reyes of Jefferies & Company. Romeo Reyes - Jefferies & Company: On family plan, just a clarification please if you wouldn't mind, did you say that it's less than 20% of gross adds or of the net adds? I don't know if you clarified that? And secondly --

It's less than 20% of our gross adds. Romeo Reyes - Jefferies & Company: Of your gross adds, okay good. Are there any incentives that you are putting in place with plans with ABP or, given the add on lines may be, like cheaper less expensive handsets? What's the catch here? Because the ARPU is a little bit less and the churn is a little bit less, that's great, but is there also a benefit on the CPGA side?

CPGA. No, not that we can see. I mean, our standard offering for purchase of handsets stands, we've not taken any steps to either further subsidize those handsets. So it's ordinary course of business on that customer transaction as they buy their handsets. Romeo Reyes - Jefferies & Company: Okay. And just one last question, did you disclose the CapEx for the Auction 66 for quarter?

No, we just disclosed consolidated CapEx. Romeo Reyes - Jefferies & Company: Okay, great, thanks.

Thanks, Romeo.

Thank you. I would now like to turn the call back over to Roger Linquist.

Thank you all. Thank you again for participating in today's call. We certainly appreciate your interest and support of MetroPCS, and look forward to our call next quarter and our continued progress. Thank you all.

Ladies and gentlemen, this concludes the MetroPCS Communications 2008 first quarter results conference call. Thank you for your participation. You may now disconnect and have a pleasant day.