1283699--2/29/2008--METROPCS_COMMUNICATIONS

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We may face additional competition from new entrants in the wireless marketplace which could adversely affect our operating results and hinder our ability to grow. We may be unable to obtain the roaming and other services we need from other carriers to remain competitive. Some of our competitors have technological capabilities that we may not be able to successfully compete with in our existing metropolitan areas or any new metropolitan areas we may launch, which could materially and adversely affect our business and financial results in the future. We may experience increased competition as a result of new technologies. The wireless industry is experiencing rapid technological change, and we may lose customers if we fail to keep up with these changes. We are dependent on certain network technology improvements which may not occur, or may be materially delayed. We may be unable to purchase handsets and network equipment for spectrum we acquire. An economic slowdown or recession in the United States may slow our growth and materially adversely affect our business. Anti-immigration policies undertaken by federal, state or local governments may limit our growth in key demographic segments of our customer base materially adversely affect our business. Our billing vendor has publicly announced that it plans to leave the telecommunications services business, including the billing services business. A patent infringement suit has been filed against us by Leap which could have a material adverse effect on our business or results of operations. A patent infringement suit has been filed against us by Freedom Wireless which could have a material adverse effect on our business or results of operations. We and our suppliers may be subject to claims of infringement regarding telecommunications technologies that are protected by patents and other intellectual property rights. Substantially all of our network infrastructure equipment is manufactured or provided by a single infrastructure vendor and any failure by that vendor could result in a material adverse effect on us. We rely on third-party suppliers to provide our customers and us with equipment, software and services that are integral to our business, and any significant disruption in our relationship with these vendors could increase our cost and affect our operating efficiencies. If we experience a higher rate of customer turnover than we have forecasted, our costs could increase and our revenues could decline, which would reduce our profits. We plan to utilize DAS systems to construct critical portions of our new metropolitan areas, including the Auction 66 Markets, and any delay in construction of such systems may delay a launch of new metropolitan areas, including the Auction 66 Markets. We utilize a limited number of DAS providers and any financial or other inability of such providers to deliver the DAS systems could materially adversely affect our launch of service in new metropolitan areas, including, the Auction 66 Markets. If we are unable to install our equipment on wireless cell sites or DAS systems, or are unable to renew expiring leases for wireless cell sites or DAS systems on favorable terms or at all, our business and operating results could be adversely impacted. We may be delayed in starting operations in the Auction 66 Markets because the incumbent licensees may have unreasonable demands for relocation or may refuse to relocate. We may not achieve the customer penetration levels in our Core and Expansion Markets that we currently believe are possible with our business model. We and Royal Street may incur significant costs in our build out and launch of new markets and we may incur operating losses in those markets for an undetermined period of time. We and Royal Street may have insufficient spectrum in our existing and new markets to meet customer demand or to offer new services that our competitors may be able to offer. We may incur higher than anticipated intercarrier compensation costs, which could increase our costs and reduce our profit margin. We may not have access to all the funding necessary to build and operate new metropolitan areas, including our Auction 66 Markets, or to participate in future FCC auctions, and we may be required to sell additional equity or borrow additional amounts, which amounts may be material. We may be unable to acquire additional spectrum in the future at a reasonable cost. The value of our licenses may drop in the future as a result of volatility in the marketplace and the sale of additional spectrum by the FCC. We are currently subject to the FCC s anti-collusion rule, and may in the future become subject to the FCC s anti-collusion rule, in connection with other FCC auctions which may preclude us from engaging in certain activities. If we are unable to manage our planned growth effectively, our costs could increase and our level of service could be adversely affected. A significant portion of our revenue is derived from geographic areas susceptible to natural and other disasters. The investment of our substantial cash balances are subject to risks which may cause losses. Our success depends on our ability to attract and retain qualified management and other personnel, and the loss of one or more members of our management, including our chief executive officer, could have a negative impact on our business. The Department of Justice has informally stated that it would carefully scrutinize any statement by us in support of any future efforts by us to acquire divestiture assets and as a result we may have difficulty acquiring spectrum in this manner in the future. A recent ruling from the Copyright Office of the Library of Congress may have an adverse effect on our distribution strategy. Concerns about whether wireless telephones pose health and safety risks may lead to the adoption of new regulations, to lawsuits and to a decrease in demand for our services, which could increase our costs and reduce our revenues. A system failure could cause delays or interruptions of service, which could cause us to lose customers. Unauthorized use of, or interference with, our network could disrupt service and increase our costs. Security breaches related to our physical facilities, computer networks, and informational databases may cause harm to our business and reputation and result in a loss of customers. Risks Related to Legal and Regulatory Matters We are dependent on our FCC licenses, and our ability to provide service to our customers and generate revenues could be harmed by adverse regulatory action or changes which may affect our licenses. We are subject to significant federal and state regulation, changes in which could have a material and adverse effect on our business and financial results. The structure of the transaction with Royal Street creates risks because Royal Street may be required to pay back credits received in the grant of its open licenses or forfeit closed licenses. Royal Street owns certain licenses which we do not control and which may never be sold to us. We may not be able to continue to offer our services if the FCC does not renew our licenses when they expire. We are subject to numerous surcharges and fees from federal, state and local governments, and the applicability and amount of these fees is subject to great uncertainty and may prove to be material to our financial results. Spectrum for which we have been granted licenses as a result of AWS Auction 66 is subject to certain legal challenges, which may ultimately result in the FCC revoking our licenses. The requirements of the FCC Order Implementing the Independent Panel on Hurricane Katrina may have a material financial or operational impact on our financial results and operations. The FCC may adopt rules requiring new point-to-multipoint emergency alert capabilities that would require us to make costly investments in new network equipment and consumer handsets. Until our initial public offering in April 2007, there was no market for our common stock and our stock price may be volatile. We are currently controlled by a limited number of stockholders, and their interests may be different from yours. Our stockholder rights plan could prevent a change in control of our Company in instances in which some stockholders may believe a change in control is in their best interests. Conflicts of interest may arise because some of our directors are principals of our stockholders, and we have waived our rights to certain corporate opportunities. Our certificate of incorporation, bylaws and Delaware corporate law contain provisions which could delay or prevent a change in control even if the change in control would be beneficial to our stockholders.

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1283699--2/29/2008--METROPCS_COMMUNICATIONS_INC