Forward-Looking Statements

Any statements made in this report that are not statements of historical fact, including statements about our beliefs and expectations, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and should be evaluated as such. Forward-looking statements include information concerning any possible or assumed future financial condition and results of operations, including statements that may relate to our plans, objectives, strategies, goals, future events, future revenues or performance, future penetration rates, planned market launches, capital expenditures, financing needs, outcomes of litigation and other information that is not historical information. Forward-looking statements often include words such as "anticipate," "expect," "suggests," "plan," "believe," "intend," "estimates," "targets," "projects," "would," "could," "should," "may," "will," "continue," "forecast," and other similar expressions. Forward-looking statements are contained throughout this report, including the "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Legal Proceedings," and " Risk Factors."

We base the forward-looking statements or projections made in this report on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such times. As you read and consider this report, you should understand that these forward-looking statements or projections are not guarantees of future performance or results. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many of these factors are beyond our control and that many factors could affect our actual financial results, performance or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking statements and projections include:

• the highly competitive nature of our industry;

• the rapid technological changes in our industry;

• an economic slowdown or recession in the United States;

• the state of the capital markets and the United States economy;

• our exposure to counterparty risk in our financial agreements;

• our ability to maintain adequate customer care and manage our churn rate;

• our ability to sustain the growth rates we have experienced to date;

• our ability to manage our rapid growth, train additional personnel and improve our financial and disclosure controls and procedures;

• our ability to secure the necessary spectrum and network infrastructure equipment;

• our ability to adequately enforce or protect our intellectual property rights or defend against suits filed by others;

• governmental regulation of our services and the costs of compliance and our failure to comply with such regulations;

• our capital structure, including our indebtedness amounts;

• changes in consumer preferences or demand for our products;

• our inability to attract and retain key members of management; and

These forward-looking statements and projections speak only as to the date made and are subject to and involve risks, uncertainties and assumptions, many of which are beyond our control or ability to predict and you should not place undue reliance on these forward-looking statements and projections. The results presented for any period, including the three months ended March 31, 2009, may not be reflective of results for any subsequent period. All future written and oral forward-looking statements and projections attributable to us or persons acting on our behalf are expressly qualified in their entirety by our cautionary statements. We do not intend to, and do not undertake a duty to, update any forward-looking statement or projection in the future to reflect the occurrence of events or circumstances, except as required by law.

Company Overview

Except as expressly stated, the financial condition and results of operations discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations are those of MetroPCS Communications, Inc. and its consolidated subsidiaries, including MetroPCS Wireless, Inc. and Royal Street Communications, LLC. References to "MetroPCS," "MetroPCS Communications," "our Company," "the Company," "we," "our," "ours" and "us" refer to MetroPCS Communications, Inc., a Delaware corporation, and its wholly-owned subsidiaries.

We are a wireless telecommunications carrier that currently offers wireless broadband mobile services primarily in the greater Atlanta, Boston, Dallas/Ft. Worth, Detroit, Las Vegas, Los Angeles, Miami, New York, Orlando/Jacksonville, Philadelphia, San Francisco, Sacramento and Tampa/Sarasota metropolitan areas. In 2005, Royal Street Communications, LLC, or Royal Street Communications, and with its wholly-owned subsidiaries, or collectively, Royal Street, was granted licenses by the Federal Communications Commission, or FCC, in Los Angeles and various metropolitan areas throughout northern Florida. We own 85% of the limited liability company member interests in Royal Street Communications, but may only elect two of the five members of Royal Street Communications' management committee. We have a wholesale arrangement with Royal Street under which we purchase up to 85% of the engineered capacity of Royal Street's systems allowing us to sell our standard products and services under the MetroPCS brand to the public. Additionally, upon Royal Street's request, we have provided and will provide financing to Royal Street under a loan agreement. As of March 31, 2009, the maximum amount that Royal Street could borrow from us under the loan agreement was approximately $1.6 billion of which Royal Street had net outstanding borrowings of $950.2 million through March 31, 2009. Royal Street has incurred an additional $14.3 million in net borrowings through April 30, 2009.

As a result of the significant growth we have experienced since we launched operations, our results of operations to date are not necessarily indicative of the results that can be expected in future periods. Moreover, we expect that our number of customers will continue to increase, which will continue to contribute to increases in our revenues and operating expenses. We currently plan to focus on building out networks to cover approximately 40 million of total population during 2009-2010, which includes the Boston and New York metropolitan areas in which service was launched in February 2009.

We sell products and services to customers through our Company-owned retail stores as well as indirectly through relationships with independent retailers. We offer service which allows our customers to place unlimited local calls from within our local service area and to receive unlimited calls from any area while in our local service area, under simple and affordable flat-rate monthly service plans starting at $30 per month. For an additional $5 to $30 per month, our customers may select a service plan that offers additional services, such as unlimited voicemail, caller ID, call waiting, enhanced directory assistance, unlimited text messaging, mobile Internet browsing, push e-mail, social networking services, location based services, mobile instant messaging, roaming to select markets, picture and multimedia messaging, enterprise email, and the ability to place unlimited long distance calls from within our local service calling area to any number in the continental United States. We offer flat-rate monthly plans at $30, $35, $40, $45, $50 and $60, as well as Family Plans which offer discounts to our monthly plans for multiple lines. All of these plans require payment in advance for one month of service. If no payment is made in advance for the following month of service, service is suspended at the end of the month that was paid for by the customer and terminated if the customer does not pay within thirty days. For additional fees, we also provide international long distance and international text messaging, ringtones, ring back tones, downloads, games and

content applications, unlimited directory assistance, location services and other value-added services. As of March 31, 2009, approximately 84% of our customers have selected a $40 or higher rate plan. Our flat-rate plans differentiate our service from the more complex plans and long-term contract requirements of traditional wireless carriers. In addition, the above products and services are offered by us in the Royal Street markets under the MetroPCS brand.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements. We have discussed those estimates that we believe are critical and require the use of complex judgment in their application in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates" of our Form 10-K for the year ended December 31, 2008 filed with the United States Securities and Exchange Commission, or SEC, on March 2, 2009.

Other than the adoption of SFAS No. 157, SFAS No. 161 and EITF 03-6-1, our critical accounting policies and the methodologies and assumptions we apply under them have not materially changed from our Form 10-K for the year ended December 31, 2008.

Revenues

We derive our revenues from the following sources:

Service. We sell wireless broadband mobile services. The various types of service revenues associated with wireless broadband mobile for our customers include monthly recurring charges for airtime, monthly recurring charges for optional features (including nationwide long distance, unlimited text messaging, international text messaging, voicemail, downloads, ringtones, games and content applications, unlimited directory assistance, enhanced directory assistance, ring back tones, mobile Internet browsing, mobile instant messaging, push e-mail and nationwide roaming) and charges for long distance service. Service revenues also include intercarrier compensation and nonrecurring reactivation service charges to customers.

Equipment. We sell wireless broadband mobile handsets and accessories that are used by our customers in connection with our wireless services. This equipment is also sold to our independent retailers to facilitate distribution to our customers.

Costs and Expenses

Our costs and expenses include:

Cost of Service. The major components of our cost of service are:

• Cell Site Costs. We incur expenses for the rent of cell sites, network facilities, engineering operations, field technicians and related utility and maintenance charges.

• Intercarrier Compensation. We pay charges to other telecommunications companies for their transport and termination of calls originated by our customers and destined for customers of other networks. These variable charges are based on our customers' usage and generally applied at pre-negotiated rates with other carriers, although some carriers have sought to impose such charges unilaterally.

• Variable Long Distance. We pay charges to other telecommunications companies for long distance service provided to our customers. These variable charges are based on our customers' usage, applied at pre-negotiated rates with the long distance carriers.

Cost of Equipment. Cost of equipment primarily includes the cost of handsets and accessories purchased from third-party vendors to resell to our customers and independent retailers in connection with our services. We do not manufacture any of this equipment.

Selling, General and Administrative Expenses. Our selling expenses include advertising and promotional costs associated with marketing and selling to new customers and fixed charges such as retail store rent and retail associates' salaries. General and administrative expenses include support functions including, technical operations, finance, accounting, human resources, information technology and legal services. We record stock-based compensation expense in cost of service and in selling, general and administrative expenses for expense associated with employee stock options, which is measured at the date of grant, based on the estimated fair value of the award.

Depreciation and Amortization. Depreciation is applied using the straight-line method over the estimated useful lives of the assets once the assets are placed in service, which are seven to ten years for network infrastructure assets, three to ten years for capitalized interest, three to eight years for office equipment and software, which includes computer equipment, three to seven years for furniture and fixtures and five years for vehicles. Leasehold improvements are amortized over the term of the respective leases, which includes renewal periods that are reasonably assured, or the estimated useful life of the improvement, whichever is shorter.

Interest Expense and Interest Income. Interest expense includes interest incurred on our borrowings and capital lease obligations, amortization of debt issuance costs and amortization of discounts and premiums on long-term debt. Interest income is earned primarily on our cash, cash equivalents and short-term investments.

Income Taxes. As a result of our tax net operating losses which are primarily related to accelerated tax depreciation and amortization available under federal tax laws, we did not pay any federal income taxes during the three months ended March 31, 2009 and 2008. We paid an insignificant amount of state income taxes during the three months ended March 31, 2009. For the three months ended March 31, 2008, we paid approximately $0.5 million in state income taxes.

Seasonality

Our customer activity is influenced by seasonal effects related to traditional retail selling periods and other factors that arise from our target customer base. Based on historical results, we generally expect net customer additions to be strongest in the first and fourth quarters. Softening of sales and increased customer turnover, or churn, in the second and third quarters of the year usually combine to result in fewer net customer additions. However, sales activity and churn can be strongly affected by the launch of new and surrounding metropolitan areas and promotional activity, which could reduce or outweigh certain seasonal effects.

Operating Segments

Operating segments are defined by SFAS No. 131 "Disclosure About Segments of an Enterprise and Related Information," ("SFAS No. 131"), as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is the Chairman of the Board, President and Chief Executive Officer.

As of March 31, 2009, the Company had thirteen operating segments based on geographic region within the United States: Atlanta, Boston, Dallas/Ft. Worth, Detroit, Las Vegas, Los Angeles, Miami, New York, Orlando/Jacksonville, Philadelphia, Sacramento, San Francisco and Tampa/Sarasota. Each of these operating segments provide wireless broadband mobile voice and data services and products to customers in its service areas or is currently constructing a network in order to provide these services. These services include unlimited local and long distance calling, voicemail, caller ID, call waiting, enhanced directory assistance, text messaging, picture and multimedia messaging, domestic and international long distance, international text messaging, ringtones, games and content applications, unlimited directory assistance, ring back tones, nationwide roaming, mobile Internet browsing, mobile instant messaging, push e-mail, location based services, social networking services and other value-added services.

We aggregate our operating segments into two reportable segments: Core Markets and Northeast Markets. Effective January 1, 2009, the Company implemented a change to the composition of its reportable segments under SFAS No. 131. The historical quarterly information for the three months ended March 31, 2008 presented below has been restated to reflect this change.

• Northeast Markets, which include Boston, New York and Philadelphia, are aggregated because they are reviewed on an aggregate basis by the chief operating decision maker, they are similar in respect to their products and services, production processes, class of customer, method of distribution, and regulatory environment and have similar expected long-term financial performance and economic characteristics.

General corporate overhead, which includes expenses such as corporate employee labor costs, rent and utilities, legal, accounting and auditing expenses, is allocated equally across all operating segments. Corporate marketing and advertising expenses are allocated equally to the operating segments, beginning in the period during which we launch service in that operating segment. Expenses associated with our national data center and national operations center are allocated based on the average number of customers in each operating segment. There are no transactions between reportable segments.

Interest and certain other expenses, interest income and income taxes are not allocated to the segments in the computation of segment operating profit for internal evaluation purposes.

Results of Operations

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

Set forth below is a summary of certain financial information by reportable
operating segment for the periods indicated:



                                                             Three Months
                                                            Ended March 31,
Reportable Operating Segment Data                         2009           2008           Change
                                                            (in thousands)
REVENUES:
Service revenues:
Core Markets                                          $    703,206   $    561,970          25 %
Northeast Markets                                           23,492             -          100 %

Total                                                 $    726,698   $    561,970          29 %

Equipment revenues:
Core Markets                                          $     63,567   $    100,384        (37) %
Northeast Markets                                            5,064             -          100 %

Total                                                 $     68,631   $    100,384        (32) %

OPERATING EXPENSES:
Cost of service (excluding depreciation and
amortization disclosed separately below)(1):
Core Markets                                          $    207,477   $    182,213          14 %
Northeast Markets                                           38,098          6,260         509 %

Total                                                 $    245,575   $    188,473          30 %

Cost of equipment:
Core Markets                                          $    194,086   $    200,158         (3) %
Northeast Markets                                           30,932             -          100 %

Total                                                 $    225,018   $    200,158          12 %

Selling, general and administrative expenses
(excluding depreciation and amortization disclosed
separately below)(1):
Core Markets                                          $    105,080   $     94,117          12 %
Northeast Markets                                           31,331         10,257         206 %

Total                                                 $    136,411   $    104,374          31 %

Adjusted EBITDA (Deficit)(2):
Core Markets                                          $    268,418   $    192,542          39 %
Northeast Markets                                         (69,424)       (14,728)         371 %
Depreciation and amortization:
Core Markets                                          $     65,103   $     51,617          26 %
Northeast Markets                                           10,790            270          NM
Other                                                        5,853          5,413          8%

Total                                                 $     81,746   $     57,300          43 %

Stock-based compensation expense:
Core Markets                                          $      8,288   $      6,676          24 %
Northeast Markets                                            2,381          1,789          33 %

Total                                                 $     10,669   $      8,465          26 %

Income (loss) from operations:
Core Markets                                          $    196,608   $    134,230          47 %
Northeast Markets                                         (82,591)       (16,787)         392 %
Other                                                       17,470        (5,415)         423 %

Total                                                 $    131,487   $    112,028          17 %

(1) Cost of service and selling, general and administrative expenses include stock-based compensation expense. For the three months ended March 31, 2009, cost of service includes approximately $0.8 million and selling, general and administrative expenses includes $9.9 million of stock-based compensation expense. For the three months ended March 31, 2008, cost of service includes $0.5 million and selling, general and administrative expenses includes approximately $8.0 million of stock-based compensation expense.

(2) Core and Northeast Markets Adjusted EBITDA (Deficit) is presented in accordance with SFAS No. 131 as it is the primary financial measure utilized by management to facilitate evaluation of our ability to meet future debt service, capital expenditures and working capital requirements and to fund future growth.

Service Revenues. Service revenues increased $164.7 million, or 29%, to $726.7 million for the three months ended March 31, 2009 from $562.0 million for the three months ended March 31, 2008. The increase is due to increases in Core Markets and Northeast Markets service revenues as follows:

• Core Markets. Core Markets service revenues increased $141.2 million, or 25%, to $703.2 million for the three months ended March 31, 2009 from $562.0 million for the three months ended March 31, 2008. The increase in service revenues is primarily attributable to net customer additions of approximately 1.3 million customers for the twelve months ended March 31, 2009, which accounted for approximately $174.2 million of the Core Markets increase. This increase was partially offset by the higher participation in our Family Plans, accounting for an approximate $33.7 million decrease.

• Northeast Markets. Northeast Markets service revenues were $23.5 million for the three months ended March 31, 2009. These service revenues are attributable to net customer additions of approximately 353 thousand for the twelve months ended March 31, 2009.

Equipment Revenues. Equipment revenues decreased approximately $31.8 million, or approximately 32%, to $68.6 million for the three months ended March 31, 2009 from $100.4 million for the three months ended March 31, 2008. The decrease is due primarily to a decrease in Core Markets equipment revenues, partially offset by an increase in Northeast Markets equipment revenues as follows:

• Core Markets. Core Markets equipment revenues decreased $36.8 million, or approximately 37%, to $63.6 million for the three months ended March 31, 2009 from $100.4 million for the three months ended March 31, 2008. The decrease in equipment revenues is primarily attributable to a lower average price of handsets activated reducing equipment revenues by approximately $41.5 million, partially offset by an increase in upgrade handset sales to existing customers accounting for an approximate $5.2 million increase in equipment revenues.

• Northeast Markets. Northeast Markets equipment revenues were $5.0 million for the three months ended March 31, 2009. These equipment revenues are attributable to the launch of service in the Philadelphia, New York and Boston metropolitan areas.

Cost of Service. Cost of service increased $57.1 million, or 30%, to approximately $245.6 million for the three months ended March 31, 2009 from approximately $188.5 million for the three months ended March 31, 2008. The increase is due primarily to an increase in Core Markets and Northeast Markets cost of service as follows:

• Core Markets. Core Markets cost of service increased approximately $25.3 million, or approximately 14%, to approximately $207.5 million for the three months ended March 31, 2009 from $182.2 million for the three months ended March 31, 2008. The increase in cost of service is primarily attributable to the 29% growth in our Core Markets customer base and the deployment of additional network infrastructure during the twelve months ended March 31, 2009.

• Northeast Markets. Northeast Markets cost of service increased $31.8 million to approximately $38.1 million for the three months ended March 31, 2009 from approximately $6.3 million for the three months ended March 31, 2008. The increase in cost of service is primarily attributable to expenses associated with the construction and launch of service in these new markets.

Cost of Equipment. Cost of equipment increased approximately $24.8 million, or 12%, to $225.0 million for the three months ended March 31, 2009 from approximately $200.2 million for the three months ended March 31, 2008. The increase is due primarily to an increase in Northeast Markets cost of equipment, . . .