Keith Terreri - VP of Finance and Treasurer Roger Linquist - Chairman, President and CEO Tom Keys - COO Braxton Carter - EVP and CFO

David Barden - Banc of America Scott Malat - Goldman Sachs Brett Feldman - Barclays Capital Ric Prentiss - Raymond James Simon Flannery - Morgan Stanley Romeo Reyes - Jeffries

Welcome to the MetroPCS Communications fourth quarter and yearend 2008 conference call. (Operator Instructions) I would now like to turn the conference over to Mr. Keith Terreri, Vice President and Treasurer for MetroPCS. Please go ahead, Sir.

Thank you, Dixie, and good morning, everyone. Welcome to our fourth quarter and yearend 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; and then, Braxton will review the financial highlights of the fourth quarter and full year 2008, followed by a Q&A session. During today's call we will refer to certain non-GAAP financial measures. We reconcile these historical non-GAAP measures to GAAP measures in our earnings release, which is available in the Investor Relations section of our website, at 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 Federal Securities laws. Words such as believes, anticipates, expects, intends, should, could, would, estimates, projects and other similar expressions, typically identify forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results or the timing of events to differ materially from those made in the forward-looking statements. We cannot assure you that the forward-looking statements discussed on this conference call will be attained. Our forward-looking statements are also subject to the risk factors described in our filings with the Securities and Exchange Commission, and we encourage you to review them. We would like to remind you that the results for the fourth quarter or full year 2008 may not be reflective of results for any subsequent period. For anyone listing to a taped or webcast replay, or reviewing a written transcript of today's call, please note that all information presented, including our reaffirmation of guidance for 2009, is current only as of February 26, 2009, and should be considered valid only as of today, February 26, 2009, regardless of the date reviewed or replayed. MetroPCS disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The company does not plan to update or reaffirm guidance, except through formal public disclosure pursuant to Regulation FD. I hope by now you've had a chance to review our earnings release issued this morning, with the financial and operational results for the fourth quarter and the full year 2008. I would encourage everyone to read our earnings release in conjunction with the information discussed in this call, along with previous SEC filings. We intend to file our 2008 annual report on Form 10-K by Monday, March 2. At this time, I'd like to turn the call over to our Chairman, President and CEO, Roger Linquist.

Good morning and welcome to the MetroPCS fourth quarter and yearend 2008 earnings call. Thank you for joining us this morning. We are very pleased to report both a strong fourth quarter and full year 2008. We reported the highest consolidated quarterly net subscriber additions in our company's history in the fourth quarter. Throughout 2008, both our core and expansion markets continued to gain meaningful penetration, even given the significant headwinds of a deteriorating economy. Indeed, over the past year, we added over 1.4 million net subscriber additions, and continue to add additional value to our existing plans by adding services, expanded coverage in existing MetroPCS markets and launched coverage in several new markets. Furthermore, this growth was accomplished with our continuing focus on cost controls and increased EBITDA margins. On a consolidated basis, we grew our total subscriber base by 35% in 2008. During what continues to be difficult economic times, we have remained focused on execution, and I'm pleased with how well our business has performed. We believe the ongoing trend of voice going wireless is helping drive our strong results. Residential wireline access line losses at the largest national telephone companies were 11 to 12% during the quarter, and we expect this trend to continue. With unemployment rates continuing to rise, it is important for people to have wireless service that's predictable, affordable and flexible. We believe the economy will continue to be difficult for the foreseeable future, and we believe we are perfectly positioned to offer customers a superior value proposition. We are also seeing a greater awareness among consumers of the availability and practicality of unlimited wireless plans. Within the wireless industry, some analysts forecast that the unlimited segment of wireless will garner a significantly increased percentage of industry net additions. We agree with this prediction and believe that traditional postpaid net addition growth will slow at a faster rate. In fact, postpaid gross additions in the fourth quarter were primarily driven by innovative smartphones such as the iPhone and BlackBerry Storm. We are very well positioned to take advantage of the growing trend to unlimited service, as we are the pioneer in selling a flat-rate, no signed contract unlimited service. Even with strong demand for smartphones from the national postpaid carriers, MetroPCS still recorded a greater increase in new subscribers per covered population when compared to any major facilities based carrier in the United States. On February 4, we reached a significant milestone with our concurrent launches of service in both the New York City and Boston Metropolitan areas. With a network using both macro sites and DAS, we launched service covering approximately 15 million total covered POPs. Further, in New York City and Boston, we have achieved significant in-building coverage. We are pleased with our initial results, and we continue to expand coverage and add POPs outside the initial service areas. I'd like to personally thank all our employees, especially our employees in New York City and Boston, for getting these markets launched on February 4. As you can tell, we're very excited about our opportunities for growth in the New York City and Boston Metropolitan areas. Looking back to 2008, few facilities-based companies can report subscriber growth of at least 35% over the six years in a row. At the end of the fourth quarter this year, we served approximately 5.4 million subscribers. During what was a challenging year, I am pleased to report that, in 2008, we met or exceeded all our guidance metrics that we originally provided in November of 2007. Looking forward, we expect our growth to continue and have today reaffirmed our guidance for 2009. Our strong results and reiteration of our guidance are driven, in part, by wireline replacement trends. Voice is indeed going wireless, and households are increasingly cutting the cord. Earlier in the year, a Nielsen study predicted that wireless-only households could increase reaching one in five by year's end. Based on continued residential wireline access line losses, we expect wireline replacement trends will continue. Importantly, within our target market segment, this transition could accelerate, given continued economic strain and weakness. Clearly, people are cutting the cord. Because telecommunications has become a necessity for many people, we believe MetroPCS Unlimited service, which generally costs less than landline service, is perfectly situated to continue this trend. During the fourth quarter, we launched MetroPCS Unlimited Nationwide. This service enables customers to use their unlimited wireless service in more than 300 cities in the continental United States. The customer reaction to the service has been positive, and we have seen our subscribers take advantage of the opportunity to travel and utilize the option to talk outside their home markets. This service greatly expands the service area available to our subscribers, and makes our services more attractive for current and future customers. While still in its adoption phases, we believe our Unlimited Nationwide service will be accretive in several ways, including increased penetration, increased ARPU and reduced churn. Touching on ARPU: within this competitive industry, we believe we continue to offer pricing plans with the most value to the customer. During the fourth quarter of 2008, we took steps to improve our ARPU and we saw positive results. In spite of our outstanding growth, we have consistently delivered world class and expanding EBITDA margins. Based upon current pricing scenarios, we expect ARPU will stabilize over the next year in the low $40 range, which is consistent with our long-term plan. We will continue to deliver superior value to the customer and to focus on profitable growth. Equally important is our effort to capitalize on cost reduction, as well as scale of economic operation that results in continued EBITDA growth and margin improvement. In early 2009, we decided to take advantage of an opportunity and made the decision to raise approximately $500 million. While our business plan was already overfunded, we saw this as a unique opportunity to increase our cash reserves. I believe it is a testament to our business plan that we were able to execute this transaction, given the weakness in current credit environment. The availability of these funds enable us to act decisively and quickly should an accretive opportunity present itself. In terms of future technology deployments, we also continue to work on our transition to an LT flat infrastructure platform to provide 4G data rates to our subscribers. We are currently working with a number of handset and infrastructure providers, and hope to be able to announce these strategic relationships and timetables in the near future. 2008 was a momentous year. We added record net subscriber additions, launched MetroPCS Unlimited Nationwide service, launched the first of our three northeast markets and reported strong financial results. In early 2009, we launched the New York City and Boston Metropolitan areas, and we will continue to provide our customers with innovative services. We will continue to build out these new networks and expand our market segments through aggressive customer acquisition programs. As the industry's low cost provider, we believe we are well positioned in a rapidly changing economic environment to be the carrier that is best able to compete, as other carriers experiment with unlimited price plans. As we have said in the past, we are confident in our strategy, and believe our continued strong results since the launch of operations in 2002 demonstrate the strength and resiliency of our business. Now I'd like to hand it over to Tom to discuss some of the operational highlights for the quarter and the full year.

Thanks, Roger. 2008 was another year of operational excellence at MetroPCS. The fourth quarter and the entire year of 2008 was a challenging time for American business. As we focused on customer satisfaction and the continued trend of wireline replacement, we were able to provide tremendous value for our customers and, as a result, we recorded outstanding growth for the quarter and the year. During the fourth quarter, we recorded approximately 520,000 net subscriber additions, a record for the company. For the full year, we also reported a record year, with over 1.4 million net subscriber additions. In an industry in which subscriber growth for many is slowing, we are seeing an acceleration in our growth. In a quarter in which nearly all retail companies reported near-record declines in sales, we are proud to report strong sales with over 1.3 million gross additions. In fact, during the month of December, in the majority of our markets, we were either first or second when comparing all wireless carriers in gross addition share of decision. In these times, we make it easy for the consumer to recognize the value in our unlimited offerings. We are focused on connecting with our customers and providing people with the services they want. MetroPCS is providing much more than just unlimited voice and text services. In addition to voice and text, we offer a number of social-based applications, as well as convenience based applications. Social applications include Facebook, MySpace and Loopt. Additionally, we also offer services focused on increasing convenience, such as Screen It, a caller ID service which identifies numbers not already stored on your phone; Pocket Express, a customized personal news service; instant messaging and Metro411, which enables subscribers to easily find various points of interest, such as restaurants, movies and stores. These services are in demand. In fact, approximately half of the users who use our MetroWeb service go to MySpace. In addition to the services I just discussed, we offer a robust selection of handsets, generally ranging in price from approximately $49 to roughly $250. These include handsets with QWERTY keyboards. We're also constantly working with our OEMs to further expand our line of handsets and we expect to announce a smartphone offering during the second quarter. Additionally, recognizing a family's need to economize during these times, we offer family plans that are now considered to be part of the fabric of America. During the fourth quarter, we ran a very successful family plan promotion. In the quarter, we saw our take rate of approximately 25% from this family plan promotion. After the promotion ended, we saw the take rate of our traditional family plan during the month of January of approximately 15%, in line with historical averages. During the fourth quarter, we made some adjustments to our service plans, generally moving unlimited texting from the $40 plan to the $45 plan. Additionally, MetroFlash customers must now sign up for the $40 or higher plan. These decisions were made in order to offset some ARPU dilution we had recently experienced. I am pleased to report we saw an immediate positive effect from these changes. During the fourth quarter, we saw an approximate 25% sequential increase in gross additions, signing up to the $45 plan versus the $40 plan. We are confident that we've addressed concerns around lower ARPU and, as Roger stated, we expect that, over the next year, ARPU will stabilize in the low $40 range. During 2008, our core markets continued to grow, and throughout the year added a total of 1.6% incremental penetration to end 2008 at 12.9% penetration. We believe growth in our core markets is far from over. Growth within our expansion markets resulted in approximately 1.1 million net subscriber additions this year. Our first expansion markets were launched three years ago, and now, in total, serve approximately 2.4 million subscribers, representing growth of approximately 83% when compared to 2007. Now, on to something really special. On February 4, we reached a significant milestone with the launch of service in both the New York City and Boston Metropolitan areas. New York City represents the largest, most densely populated market we've ever launched. We expect both New York City and Boston to yield continued subscriber growth. Though still early, we are very encouraged with the initial results. Our northeast serviceable market now has the opportunity to un-limit their family, cut their cord and enjoy the freedom of MetroPCS service. I, too, would like to thank the employees of MetroPCS, especially those in New York City and Boston, and our valued and dependable vendor partners, for their hard work in bringing these markets to launch. This is really exciting. We will now provide unlimited wireless service in 9 of the top 12 markets in the United States, and allow our customers to receive service in 92 of the top 100 markets for as little as $45 a month, while eliminating the need for a home phone. Additionally, as we continue to position our unlimited services in the marketplace, we recently launched a new and creative branding campaign that features mythological creatures that allow MetroPCS to explain to our target audience that our services and value proposition are just too good to be true. Our truly unlimited offer is compelling and continues to drive new acquisitions in all markets. We are very pleased with the fourth-quarter and year-end 2008 results. And with that, I'll turn the call over to Braxton.

Thanks, Tom, and good morning, everyone. Once again, we reported strong financial and operational results for the fourth quarter and yearend 2008. From a high level perspective, we are pleased to report that we met or exceeded every 2008 guidance metric we first announced to you. I think you will agree that MetroPCS is one of the few companies that has continued to demonstrate resilience, as our economy makes its way through these difficult economic times. In today's economic and capital markets environment, it is ever-important for companies to have a strong and stable balance sheet and sustainable capital structures. Even with the costs related to our substantial build-outs of the northeast markets during the year, we ended December 2008 with approximately $700 million in cash. In January of 2009, we raised approximately an additional $500 million to add to our already strong cash position, making our pro forma cash position approximately $1.2 billion at December 31, 2008. Concurrent with the January 2009 debt offering, our credit ratings were raised for both our secured and unsecured debt. We believe our strong financial condition and significant liquidity is a compelling differentiator. They will allow us to capitalize on unique opportunities for future growth when they occur, and will allow us to continue to be the leader in the unlimited wireless space. Our total leverage, computed in accordance with the indentured governing our 9.25% senior notes at the end of December, was approximately four times and our net leverage was 3.3 times, demonstrating the ability of our model to significantly reduce leverage quickly overtime. With debt maturities in 2013 and 2014, a weighted average cost of debt for the quarter of approximately 8% and substantially all of our debt, fixed by its nature or through interest rate swaps, we believe we will retain all the needed flexibility to pursue new opportunities when presented. From a financial metric perspective, we posted another solid quarter and year. We are very pleased to see the positive impact our ARPU initiatives had during the fourth quarter. Our fourth quarter 2008 ARPU was $40.52, down only $0.21 or approximately 0.5%, when compared with $40.73 in the third quarter of 2008, a significant change in our recent trajectory of this metric. The change in ARPU is primarily attributable to higher penetration in our family plans, offset by our higher uptake in our $45 plan, as a result of moving the unlimited text back into the $45 plan. As we discussed on the third quarter call, we have taken significant steps that we believe will be accretive to ARPU over the upcoming quarters, and we continue to believe that. In fact, October ARPU increased over September. This trend did not continue in November and December, due to our family plan promotion and weighting of gross additions towards the end of the fourth quarter, resulting in additional pressure on fourth quarter ARPU. Our CPGA for the quarter was $120, as compared to $141 in the prior year's fourth quarter, the lowest of any facilities based carrier. The $21 decrease was primarily driven by a 55% increase in gross additions and our continued focus on cost control. Even with the decrease in MetroFlash due to the introduction of the Samsung R210 handset promotion at $49, it is important to note that we did not spike our subscriber acquisition cost to drive the exceptional fourth quarter growth. During this time of economic hardship, we feel it is important to reduce the initial investment to begin using our service. Along these lines, we're offering a new $49 handset, the Kyocera Melo. We do not believe the mix of these handsets will materially affect our CPGA, as demonstrated in the fourth quarter. Our CPU for the quarter was $17.55, as compared to $18.93 in the prior year's fourth quarter; and our CPU for the year ended 2008 was $18.17, as compared to $18.33 in the year ended 2007. This decrease in both the quarter and the full year was due primarily to continued cost reduction and the increasing scale of our business, offset by the significant expenses relating to the launch of Philadelphia and the construction of Boston and New York. Our business is not yet fully scaled, particularly in the expansion markets, and our CPU continues to be among the lowest in the industry. We expect our CPU will continue to decline as we achieve future economies of scale. The expansion markets impacted our consolidated fourth quarter CPU by $4.34, resulting in a world class core market CPU of $13.21 for the fourth quarter of 2008. MetroPCS continues to focus on profitable growth, and we are pleased to report that, during the fourth quarter, our core market adjusted EBITDA margin was approximately 47%. For the full year 2008, our core market adjusted EBITDA margin was approximately 48%. This is among the highest in the wireless industry. We believe that overtime all of our markets on a consolidated basis can achieve a mid 40% adjusted EBITDA margin on average. During the fourth quarter, we experienced a 30 basis point increase in churn over the prior year's quarter. When we normalize for the increased level of gross additions we experienced during the first nine months of 2008 compared to 2007, and taking into consideration the typical customer churn profile of a new gross addition, we actually would have reported lower churn if we had grown at the same rate in 2008 versus 2007. This is in stark contrast to the trends seen with many national postpaid carriers who experienced substantial increases in churn during the fourth quarter. I'd like to highlight a few items from the income statement and cash flow statement. On a consolidated basis, both service revenue and cost of service continue to grow, as our overall subscriber base increases. In the quarter, our service revenue and cost of service grew 30% and 38% respectively, to $666 million and $243 million. It is extremely important to note as growth of the expansion markets continues, our consolidated selling, general and administrative expenses were $113 million for the fourth quarter of 2008, representing an increase of only $1 million when compared to the year-ago quarter. We used approximately $67 million in cash from operating activities in the quarter, whereas we generated approximately $150 million in the prior year's fourth quarter. Offsetting this operating cash flow, we incurred capital expenditures of approximately $358 million, which includes approximately $64 million in capital leases during the quarter. This included not only CapEx to support the growth of our core and expansion markets, but also CapEx related to our 2008 launches and the build-out of the New York and Boston markets. We also generated approximately $15 million in consolidated net income during the quarter, or $0.04 per share. I would now like to discuss reporting changes we will make in the first quarter of 2009 to provide insight into our business through transparent disclosures. We are advising you of a change we are planning to make with regard to our segment reporting. Going forward, the core markets will be comprised of all of our operating markets, with the exception of Philadelphia, Boston and New York City, which will become a new segment, the northeast market segment. The northeast market segment will give clear visibility on our progress in these important emerging markets. For the year ending December 31, 2009, MetroPCS today reaffirms the guidance it originally provided on November 5, 2008. MetroPCS currently expects net subscriber additions to be in the range of $1.4 million to $1.7 million on a consolidated basis, and consolidated adjusted EBITDA to be in the range of $900 million to $1.1 billion for the year ending December 31, 2009. MetroPCS currently expects to incur capital expenditures in the range of $700 million to $900 million on a consolidated basis for the year ended December 31, 2009. MetroPCS currently expects to reach free cash flow positive on a consolidated basis in late 2009. The company currently plans to focus on building out networks to cover approximately 40 million of total population during 2009 through 2010, which includes the Boston and New York Metropolitan areas, which were launched on February 4, 2009. This is the end of our prepared remarks. I'd now like to turn the call back over the operator for Q&A. Operator?

(Operator Instructions) Your first question comes from the line of David Barden with Banc of America. David Barden - Banc of America: Hi, guys. Thanks. Good quarter. I wanted to ask a couple questions, if I could. First, I think that the biggest statement you're making this quarter, is arguing that you can stabilize your ARPU in the low $40 range in 2009. It suggests to me that your inclination is to limit family plan promotions on the one hand, which have been the biggest drag, for instance, in the fourth quarter. And second, that you feel fairly comfortable about the potential for incremental pressure at the higher end from some of the new prepaid $50 plans we've been seeing. Could you evaluate that statement? What evidence do you have? Do you think to this point in time that you are beating back any potential competitive threat at the $50 unlimited level? The second question, if I could, is, the last time you did a major market launch was LA, really the biggest market launch you did. That was more of a phased launch. It took a couple of quarters for that market to ramp up for the product to get some traction. Could you compare and contrast how you feel the New York and Boston launches are going today, how they were structured relative to how LA went? Thanks.

David, this is Tom, I'll take the second part of your question first, if that's okay. We love LA, we love New York, we love Philly, we love Boston, we're extremely excited about all of that. As you mentioned, we didn't call LA a phased launch, but it has a different urban sprawl, it has a different density. When you look at Boston and New York, the density is certainly different than Los Angeles. We're excited about the launch in Boston and New York, just as we were with Los Angeles. We have an understanding of how we build each city. Each one has different zoning, each one has different building properties, and we understand those as we launch the market. So, I don't think there's any doubt in our mind that all three of those cities, Boston, New York and Los Angeles, are extremely important to us and we're extremely encouraged by all of those together. So, there's not one that stands out over the other. We believe all three of those markets are on trajectory and we're extremely excited about them.

Let me also add something to this. The northeast is much more concentrated and more, shall we say, well developed in public transportation, which gives us an opportunity, we think, to capitalize on the phase one launch system. LA, of course, is a very sprawling metropolitan area, but I would say, along with Tom, that we're very pleased with both of them, and I think our phased launches here will be received extremely well. Going on to your first question, beating back competition, the element of the ARPU, we have had some impacts, we were aggressive on promotions, but we also have, I think, reestablished a very strong effort on the part of our distribution channel to show and demonstrate that our $45 and $50 plans are very attractive, too, as they are. Certainly they contain features that are not contained in any plan, short of $100, from any other carrier, and not at all included in boost or other competitors that now are more directly competitive with us. So I think the idea is that will we ever go back to an incentive plan again? I think we'll do it with a mind that we want to manage ARPU. We have a long-term plan, as I've indicated in my part of this earnings call, of $40 and the low $40 range for our long-term plan. So we do contemplate that this is an area that the combination of all our $30 through $50 plans, including our promotions on family plans and others, we feel that we're comfortable that we're in the low $40 range. That produces with our EBITDA margins and our continuing decline in our cost structure, as we scale and achieve further cost reductions, a very healthy margin. It's really bottom-line EBITDA per sub that really, really counts. So, we don't want to get mesmerized by top-line plans as long as we can deliver on the bottom-line substantial and important EBITDA growth.

I think the final part of your question, David, related to the effect of competition. I think it's very, very significant that we reaffirmed our guidance today, given the developments that have occurred in the industry, and that shows our confidence. Thank you. David Barden - Banc of America: Thanks, guys. If I could just weigh-in, I appreciate, Braxton, your plan to enhance your reporting for the New England market, but I think it would also be important for the market to continue to see how your legacy markets track, as an indication of where new markets are likely to go and be able to sustain their operations. So, thanks a lot.

You're welcome.

Your next question comes from the line of Scott Malat with Goldman Sachs. Scott Malat - Goldman Sachs: Good morning. Thanks. I want to talk a little bit about the core markets, or at least as they were defined so far. Obviously impressive, up another 160 basis points year-over-year. Can you help us or give us an update on some of your best markets, where the penetration is? And maybe, also, last quarter you gave us an update, said that churn in core markets was down year-over-year. I'm wondering if you can give us trends in fourth quarter in churn for those core markets?

Scott, we believe that we have one of the most transparent disclosures in the industry. To really take it down to a more granular level, we just don't feel it's appropriate. So I definitely appreciate the question, but we believe we gave a tremendous amount of transparency already. From a churn standpoint, it's really significant. I want to reiterate that there's a different profile when a new customer comes on your business. As much as you do to try to qualify the customer and explain the value proposition and the footprint, we're not trying to be everything to everybody. As a result, we see a profile where the highest churn of a new customer occurs in the third month. There's essentially no voluntary churn in this model. Remember, you come in, you have a month in advance paid for, you have a full 30 days of grace period to make a payment if you don't make it, and if you don't make it at the end of that 30 days, you disconnect and that disconnect would happen in the third month. That's the highest month from a tenure standpoint were churn occurs. What we see is, it takes about 12 months to get down to a more mature stable level of churn. So, when you have incremental growth in your business, remember we did 1.4 million incremental subs this year, versus roughly 1 million the year before, that is causing an increase in churn. Conversely, if our growth was going down, you would see reductions in churn because of this phenomenon. It is important to note that during the fourth quarter, in both our core markets and our expansion markets, had we not grown the way we did during '08, or said another way, if we had grown at the same rate in 2007, our churn profile would have been lower. Scott Malat - Goldman Sachs: Okay, thanks. That's helpful. Can I just follow up on the Melo? We were just hearing that the Melo is in short supply. Can you talk about supplies for that phone? Seeing it go back up to $80 in some markets and not at the $50 level, is that a $50 phone going forward and is that going to have good supply?

Scott, this is Tom. Right now, we have the Melo priced. I believe you've probably seen it in New York City, if that's where you are, at $49. I don't know the other price what you mentioned, where that came from, but that's not anything, I believe, published by MetroPCS. We work with all of our vendors to forecast this. The demand that we see out there, we believe we've seen phenomenal take rates for that product. So you might be describing the trajectory for our growth in some cities, more than short supply. We don't believe we have a supply issue. Scott Malat - Goldman Sachs: Okay, thanks.

Thank you, Scott.

Your next question comes from the line of Brett Feldman with Barclays Capital. Brett Feldman - Barclays Capital: Thanks for taking the question. If you don't mind, I'd like to ask one short-term oriented question and one longer term oriented. On a shorter term basis, if we think about the first quarter of the year, this has traditionally been your strongest period of the year. You also did a great job getting two big markets launched earlier than anticipated. Usually, your market launches are associated with a nice spike in customer additions. Is there anything about those historical patterns that we should not be applying to the first quarter, or is that a relatively good framework for thinking about what could happen in the near term?

Brett, I think the right way to respond to that question is that we've reaffirmed our guidance today, and that guidance was developed based upon our understanding of the historical trends of the business. I want to point out that New York and Boston were launched according to a schedule that we set before we provided the guidance. So, again, I think it's very, very significant that we've reaffirmed our guidance today, and I think that's the answer to the question. Brett Feldman - Barclays Capital: Okay, that's fair enough. Maybe if we talk about bigger picture, we're in an economic environment where your model has held up particularly well. You've got a war chest of cash. We've got an industry where the Unlimited model is not yet available everywhere, or not being done very well everywhere. What type of strategic opportunities do you think you have right now that you can capitalize on, that maybe some other operators couldn't?

That's a very powerful question. As you know, we're limited by the licensed areas that we have. I think that the best way to address this question, it's a good one, is the future expansion plans. We're not through building. As we've indicated, we expect the cover, and we've made that clear, of roughly 40 million population, that would include, of course, the northeast. But we have not completed that build-out. We do have some other attractive opportunities in North Florida. We have other opportunities across the country and, as you know, we're building out Western Michigan. So, I think your question really belies this question of where are we headed after this? I think we still have construction plans and, even with that, we have indicated that we expect to be free cash flow positive by the end of the year.

I do want to reinforce that our plan was fully funded before this fund raising that we did in early January. We talked about various potential uses being corporate development or opportunistic spectrum acquisitions. During this type of environment, we think there are going to be many very high returns on invested capital opportunities that will present themselves to us over the quarters. Fortunately, we're going to be in a position to capitalize on those when they present themselves.

I would also like to add that, Brett, the execution inside of our existing operating markets, as we look at additional handsets that we're going to rollout within the next two to three quarters, we're going to see some additional segment penetration in places with touches, with QWERTYs, with smarts that are going to allow us to touch other segments of the market that we're not touching today. So, that's going to just be our continued focus on operating excellence on execution at a local level to keep driving acquisition. Brett Feldman - Barclays Capital: Let me ask you just one follow up, because you mentioned spectrum. If you were evaluating spectrum opportunities, what would be more important to you? Would you be more interested in acquiring spectrum in places where you don't currently have coverage, or maybe adjacent to areas where you have coverage, or would you be more interested in enhancing the portfolio in the markets where you already serve?

I think that we have indicated that we're reasonably comfortable with our spectrum holdings. There are some markets, as you know, where we have 10 megahertz and that's something that would be of interest to us. I think that there are bits and pieces left from the spectrum standpoint that we would be keenly interested in, as far as growth, new population. But, at this point, I think we're very comfortable with our holdings as we have them. As you know, we have some fairly large areas that we had through the (inaudible) that we purchased in the AWS auctions. So, I think there's not a real issue with, shall we say, targeting and building out new POPs. I would say that new spectrum opportunities, as they come to us, we will certainly be very eager to review that to see if it makes sense, and we do have the capital to act on that. Brett Feldman - Barclays Capital: Great. Thanks for taking the questions.

Your next question comes from the line of Ric Prentiss with Raymond James. Ric Prentiss - Raymond James: Good morning, guys.

Good morning, Ric. Ric Prentiss - Raymond James: I apologize if this question has been asked, but, while wireless is great, it hasn't figured out how to be in two places at once yet. On the ARPU side, $40, I've heard you talk about stabilizing it. I'd like to see it stay in the low $40s. Here in Tampa, where you launched quite a while ago, I was shopping the stores the other day; your collateral there really does emphasize the $50 plans and the $45 plans in color, kind of grayed out is the $40, $35 kind of options. One, I'm trying to understand if somebody were to go to a $35 or $40 plan, it looks like not much difference other than, one, voicemail is not included on the $35, and it looks like it's a $3 bolt-on for texting, which I would think has a pretty high attachment rate. But if you can just talk about a core market like Tampa, not to say Tampa specifically, how do people come into the store, how do you massage them between the 50, 45's versus the 35, 40's?

Ric, this is Tom. Good question. First of all, thanks for visiting the stores, we appreciate that, and noticing the collateral. We think the $45 and $50 plans absolutely have value, the preferred $45, the extreme $50 plan. Part of this is going to be what the customers' needs are. You always want to try to get needs matched up with what they want to do for value. Secondly, is what phone they're acquiring and does the phone have the capabilities to do the things we want. In terms of adding to the $35 plan, we've just released our value pack, which has a lot of incremental value for $3. You're able to get SMS, MMS. You're able to get premium DA, plus nationwide services. We've done this because we're really proud of what we've built. We don't want to give it away, but we absolutely believe that there's value we can bring to customers. So, a lot of it happens at the counter. As you've witnessed, we have associates, we have dealers, we have distribution who queries the customer, tries to find out what they need, but we are absolutely upfront with the value inside of $45 and $50 first. Then, we listen to our customer's needs and, hopefully, apply the right rate plan to the right person. Ric Prentiss - Raymond James: For one $3 fee, you got short messaging, mobile messaging, I mean picture messaging and DA, that was just one $3 fee for kind of the messaging, if you will?

Yes, and Web is included in there, as well. So this is a promotion. We think we're going to see what kind of traction we get with this. We firmly believe that we want to let people know about our services. The more people who know about them, you know the viral effect of how our customer base spreads the word, we believe this is absolutely accretive to ARPU, as we allow people to see additional value in the $3 package. Ric Prentiss - Raymond James: Okay. Do you get voicemail in the $35 package?

No. Ric Prentiss - Raymond James: So if somebody wants to get voicemail, they're going to have to trade up?

Yes. $40 plus the $3, at $43, we think if you're on the $40 plan with the $3 value pack, we'll put that up against anybody nationwide in terms of value at $43. We think it's phenomenal.

Ric, just think about today's paradigm. I mean, who do you know that doesn't have voicemail? Ric Prentiss - Raymond James: I cannot imagine somebody wanting a wireless phone. If it cut the cord, and I didn't hear early, but it seem to still have pretty high primary phone and only phone stats, that somebody would not want the voicemail.

I think that's the general conclusion. But there is a group out there that typically tends to be in the tweens and teens, that voicemail is not something that they've ever accessed. Ric Prentiss - Raymond James: They're not making voicemail, they're texting.

It's all on texting.

(Inaudible) have been building penetration, not just in Tampa, but in every one of our markets.

That's a major point, but let me just add. Because there's such a texting phenomenon, and it's not just limited to the more youthful subscribers, but there's a lot of people, particularly those that are coming into the workforce, that have grown up on this. You may or may not be aware of the fact that our nationwide service provides for free texting. You can go anywhere and text where you don't have a voice plan, but you can still text. So it's a fairly powerful service, when you think of it for those people who use it in that way. Ric Prentiss - Raymond James: Okay. And then two other kind of quick follow-ups. I apologize, if this was answered. Did you report what the EBITDA burn was in '08? You had provided guidance in the beginning of '08 as to what the burn would be. Did you ever calibrate back for us, how much of '08 was actually a burn?

No, we did not, but we did say that we had met every piece of guidance originally given for 2008 back in 2007, which would include the burn on those markets. Even though we have not disclosed the number with our new segment reporting, you'll have full history of what the burns are by quarter, when you see the first quarter numbers. Ric Prentiss - Raymond James: Okay. And so, as I look into the 2009 guidance, and you will be reporting the northeast as its own segment, is there any thought of what we should be thinking about burn for '09, given that segment reporting?

No, we're giving the level of guidance that we presented. Ric Prentiss - Raymond James: Great. The final question, I think, is pretty easy. We've been wondering if you'll see any trade down affect within wireless at national carriers, as people get laid off. On their call, Verizon said they really haven't seen people leaving them to trade down. Have you noticed some people trading down yet or, as people get fired from their jobs, unfortunately, and have contracts at the corporate level, are they starting to replace their phones with you, which, in essence, is trade down that maybe Verizon hasn't seen yet, because the phones are still under contract at the corporate level? In other words, is trade down starting to have any effect on you in a positive aspect?

Ric, we don't really think of it as trade down. We think of it as extra value for the customer. In our segment, we believe that you can either take your phone, if you own it. We have MetroFlash for those applicable CDMA phones. When people do shop us now, because we've taken away the last barrier, that being mobility, 92 cities out of 100, you can go to on a $45 plan today, promotionally $43, we think there's a tremendous value increase, as opposed to people looking at this as just a way to save money. Now they get the value of what we bring to them, no over calls, no contracts, they have flexibility and, at the same time, they're looking at us and saying, you know what, try the signal when you're home, it's pretty doggone good. We understand the home is a really important place to have a wireless phone, as they consolidate their costs. So, yes, we think, overall, we're seeing a lot more people see us as the option.

I think one thing tangible for you to look at in that regard is the 1.6% incremental penetration on our core markets, which was an increase over the incremental penetration of the prior year. So there is a phenomenon that's going on here that is directly supportable by the metrics that we've shown. Ric Prentiss - Raymond James: Okay, thanks, guys.

Your next question comes from the line of Simon Flannery with Morgan Stanley. Simon Flannery - Morgan Stanley: Thank you very much, good morning. I wonder if we could talk about marketing for a second. I noticed a lot more TV spots, obviously, here in New York, in California, elsewhere. Are you twisting your messaging and taking greater advantage of things like television, given the pricing environment, given your scale, and is there really an opportunity here to perhaps step-up your marketing budget and send that value message? Secondly, on your stores, what percentage of your ads are now coming through exclusive distribution dealers or company-owned, versus where you might be head-to-head with other offers? Finally, just a housekeeping thing, Braxton, for our models, if we're going to build this northeast segment, where was northeast subscribers at the end of the year? Thanks.

Simon, those are really good questions. First of all, what I think Braxton talked about, our CPGA and our cost control, we firmly believe in that. So, you may see a shift in our dollars based upon extra inventory that's at a discount today in the advertising environment. I think what you've also seen is a brand new campaign that actually poked fun at some of the nonsense of the wireless industry that's now telling the whole world that, hey, you know what, this really is too good to be true. You need to come look at this. So we think that message has actually increased people coming into our stores, asking about the service, looking for it. New York is wonderful. If you guys have been around there, the city's color purple. You might even have a few purple roses left, and you probably get signal on the 47th floor on four bars. But we think that going to the masses in New York made a lot of sense, same with Boston. In other places, we'll take advantage as inventory becomes available, but there is no major shift. One of the things we've always done well, is we advertise on the street. Its guerrilla, we go to the communities, our message is viral and it's always been important for us to do that. With regards to distribution, exclusive, non-exclusive, multi-carrier, it's different in every city based upon the makeup of that city, based upon the infrastructure and the ecosystem that exists when you go launch into a city. And as we always do, we try to take advantage of what's available to us and then build on that. So, we really don't report exclusive versus any other kind of distribution. We believe a healthy mix in every city is a good thing for us.

On your final question, Simon, what we're doing is giving everybody advanced notice of our change in segment reporting, so they're not surprised when we implement it. But we are not reporting on that level for the yearend 2008. So you'll have to wait until we put the first quarter out; all the historical stuff will be, of course, restated, to fully reflect what is happening in the northeast segment. Simon Flannery - Morgan Stanley: Okay. Thank you.

Your next question comes from the line of Romeo Reyes with Jeffries. Romeo Reyes - Jeffries: Good morning. A couple of quick questions, and there are some follow-ups. Going into the ARPU, it seems like there's about $1.50 difference between the core and expansion markets in the ARPU. I know that, at least, in the northeast, you have texting as a promo in the $40 plan. How long are you going to have those promotions in the northeast, first question? Second, is there anything else and is there any other difference between the core ARPU and the expansion market ARPU that you can point to? This is something that I've been focused on for a while on the hotline customers. Last time you spoke about not seeing any meaningful deviation from historical seasonal trends. Can you give us a quick update on where that stands and is that at all having any impact on ARPU?

Yes, very good questions, Romeo. I'm really glad you brought up the core and expansion. As you know, we do not report these metrics on a segment level basis. So what people do is, they go in and they try to derive ARPUs, and they come up with an incorrect conclusion on to derive to ARPU for very simple reason, and that's the governmental passthrough costs that are embedded in the revenue base. What happens when you go through those computations, you get distortion. Again, we don't disclose at the segment level, but there is not a $1.50 difference between our ARPUs in our core and expansion markets. So, again, I appreciate you bringing that up, so we could set the record straight there. Another thing I want to talk about on ARPU is, I think many have noted we're very transparent with our disclosure, that we did a slight change in our ARPU calculation during the fourth quarter. What this related to was activation revenues, which we believe are more theoretically correctly reported as revenue. In fact, we went and looked in detail at every other wireless carrier, and not one carrier was reporting activations revenue in CPGA, as we had been doing in the past. I do want to clarify that this is de minimis. You can see exactly what the impact was on prior quarters, due to our reclassification for consistent presentation. The trends are not different. I do want to tell everybody that the impact on the fourth quarter of 2008 was $0.29. There have been some estimates out this morning, but I would like to let everybody know exactly what the difference was for the fourth quarter. On seasonal trends, I mean, there is seasonality in this business. There's no question. But I think we've given you a lot of tools. You have the historical information on seasonality. We've reinforced that we saw a 25% mix change from 40 to 45, related to the changes that we did on October 1. We talked about and have disclosed for the first time what actual historical family plan take rates are in a non-promotional environment, which was 15%, and we disclosed to you our fourth quarter family plan take rate, which was in a promotional environment, the 25%. So you can see that you have a lot of tools now to model and predict what's going on with ARPU, and you don't have to just take our word for it. You have tangible metrics now that you can use to model out the ARPU trajectory. Again, we appreciate your ARPU question.

On the first part, you had about will we keep a promotion in New York, as you do know, that is a promotional plan today. When we launched New York on February 4, you didn't see anything other than that for 30 days prior, we launched on the 4th, everything hit. So this is a way to gain traction. Any time you launch a market, you need to attract customers. The way we do that is to add a lot of value. We believe this traction will work for us, and then we'll see how far we want to take it. But today it's a launch promotion, it's helping us gain traction. It helps us activate the brand. It's so viral that it helps everybody else to tell a friend about the great value that we give them.

There are a tremendous amount of calls today and we want to be respectful of everybody's time. We definitely appreciate everybody participating on today's call. We certainly appreciate your interest and support of MetroPCS, and we look forward to our next quarter of continued progress. Operator?

This concludes today's conference call. You may now disconnect.