Index to Financial Statements

As filed with the Securities and Exchange Commission on March 23,July 27, 2004

Registration No. 333-            333-113865

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5

to

FORM S-1

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

MetroPCS Communications, Inc.

(Exact name of registrant as specified in its charter)

8144 Walnut Hill Lane, Suite 800

Dallas, Texas 75231

(214) 265-2550

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Roger D. Linquist

President, Chief Executive Officer,

Secretary and Chairman of the Board

8144 Walnut Hill Lane, Suite 800

Dallas, Texas 75231

(214) 265-2550

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:    As soon as practicable following the effectiveness of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If the delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  ¨

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Index to Financial Statements

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 23,JULY 27, 2004

PROSPECTUS

24,000,000 Shares

MetroPCS Communications, Inc.

Common Stock

        This is an initial public offering of 24,000,000 shares of common stock of MetroPCS Communications, Inc. No public market currently exists for any class of our capital stock. We are selling 12,000,000 of the shares of common stock offered under this prospectus, and certain of our stockholders, referred to in this prospectus as the selling stockholders, are selling the remaining 12,000,000 shares. We will not receive any of the net proceeds from the shares sold by the selling stockholders.

        We currently anticipate the initial public offering price of our common stock to be between $$20.00 and $$22.00 per share. We expect to applyOur shares have been approved for quotation of the shares on the Nasdaq National Market under the symbol “MPCS.”

        See “Risk Factors” beginning on page 98 to read about risks that you should consider before buying shares of our common stock.

        Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

        The underwriters may purchase up to an additional 3,600,000 shares of common stock from us and the selling stockholders at the initial public offering price less the underwriting discount to cover over-allotments.

        The underwriters expect to deliver the shares on                     , 2004.

Joint Book-Running Managers

UBS Investment Bank

Joint Lead Manager

JPMorgan

Thomas Weisel Partners LLC

The date of this Prospectusprospectus is                                 , 20042004.

Index to Financial Statements

[INSIDE FRONT COVER ART TO COME]

Index to Financial Statements

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

Until         , 2004 (25 days after the date of this prospectus), all dealers effecting transactions of the common stock offered hereby, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligations of dealers to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions.

TABLE OF CONTENTS

i

Index to Financial Statements

ABOUT THIS PROSPECTUS

In this prospectus, the term “POPs” refers to the aggregate number of persons located in a given area, the term “PCS” refers to personal communications services and the term “FCC” refers to the United States Federal Communications Commission. Numbers of POPs to be disclosed in this prospectus have been derived from estimated United States population data in the Wireless Telecom Atlas & Databook 2002 published by Paul Kagan Associates, Inc., a leading media research firm. Industry data used throughout this prospectus were obtained from industry publications. Industry publications generally indicate that the information provided or contained in them has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information are not guaranteed. We have not independently verified such industry data. Some of the information provided in this prospectus has been obtained from publicly available sources, generally without our independent verification.

Unless otherwise noted, this prospectus:

In this prospectus:

We use “metroPCS,” “MetroPCS Wireless” and the MetroPCS, Inc. logo as our trademarks. This prospectus may also refer to brand names, trademarks, service marks and trade names of other companies and organizations, and these brand names, trademarks, service marks and trade names are the property of their respective holders.

ii

Index to Financial Statements

PROSPECTUS SUMMARY

This summary contains selected information about us and this offering. This summary is not complete and does not contain all the information that you should consider before investing. You should carefully read this entire prospectus, including the section entitled “Risk Factors,” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

MetroPCS

We are among the fastest growing wireless communications providerproviders in the United States, measured by annual percentage growth in customers and revenue. We are also among the fastest growing U.S. wireless communications providers based on percentage growth in adjusted EBITDA. We offer simple, affordable and unlimited wireless voice and data services to the mass market. Currently, we offer our serviceson a no-contract, flat rate, unlimited usage basis in the San Francisco, Miami, Atlanta and Sacramento metropolitan areas, which include a total population of 22.6 million people. We launched service in all of our marketsthese areas in the first quarter of 2002, except for San Francisco, which we launched in September 2002. We reported positive adjusted EBITDA and positive net income after four quarters of operations and one million customers after eight quarters of operations. As of March 31, 2004, we had approximately 1.15 million customers. We believe that we reached these growth and profitability milestones significantly faster than any other U.S. wireless carrier and that our highly differentiatedno-contract, flat rate, unlimited usage service offering will allow us to continue to penetrate our existing markets and further drive furtherour growth inand profitability. In addition, we believe our unique wireless mobility services can be successfully introduced in new markets, and we continue to assess attractive expansion opportunities in markets that we consider attractive. For the year ended December 31, 2003, we reported revenues of $459.5 million, adjusted EBITDA of $95.5 million and net income of $20.6 million. For information regarding our calculation of adjusted EBITDA, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Reconciliation of Non-GAAP Financial Measures.”opportunities.

We provide simple-to-usewireless voice and affordable wireless mobilitydata services to the mass market, which we believe is underserved by traditional wireless carriers. Our service, branded under the “metroPCS” name, allows our customers to place unlimited wireless calls within a local calling area and to receive unlimited calls from any area for aunder our simple and affordable flat monthly rate plan of $35. For an additional $5 per month, our customers may place unlimited long distance calls from within a local calling area to any number in the continental United States. WeFor additional fees, we also provide international long distance, caller ID, voicemail, text messaging, camera functions, downloads of ringtones, games and content applications, international long distance and other data capabilitiesvalue-added services. Our calling plans differentiate us from the more complex plans and value-added services for additional fees.long-term contracts required by other wireless carriers. Our customers pay for our service in advance, eliminating any customer credit exposure, and we do not require a long-term service contract. Our customers currently average approximately 1,7001,800 minutes of use per month, compared to approximately 655675 minutes per month for customers of traditional wireless carriers. We believe that our customers’ average monthly usage by our customers also exceeds the average monthly usage for the typical wireline customer. We believecustomers. Average usage by our differentiated service offering sets us apart from traditional wireless carriers and has resulted in our high rates of customer acceptance and industry leading financial performance. We believecustomers indicates that a majority of our customers use us as their primary telecommunications service provider, and our customer survey results indicate that we are theapproximately 35% of our customers use us as their sole telecommunications service provider for manyprovider.

To date, our strategy has resulted in high rates of customer acceptance and strong financial performance. For the year ended December 31, 2003, we reported total revenues of $459.5 million, net cash provided by operating activities of $109.6 million and net income of $20.6 million. In 2003, our customers.net income declined from net income of $139.1 million reported in 2002, primarily as a result of a $279 million pre-tax gain realized on the sale of 10 MHz of spectrum in our Atlanta market in February 2002. As of December 31, 2003, we had $902.5 million of total assets, $236.0 million of cash and cash equivalents and $195.8 million of total debt.

Competitive Strengths

Our principal competitive strengths are:

Index to Financial Statements

Business Strategy

We believe the following componentsOur business strategy is to:

As a result of our business strategy, will allow us to continue our rapid, profitable growth:

Capitalize on a Large Underserved Market.    We believe there is substantial demand in the United States for our affordable wireless services, as demonstrated by the fact that we have beenranked among the leaders ofin the U.S. wireless industry in incremental market penetration in every quarter since we launched operations. Historically, approximately 40%42% of our gross customer additions have been first time wireless customers, while the remainder have switched from traditional wireless carriers.customers. We believe thisour rapid adoption rates and customer mix of customer adoption demonstratesdemonstrate that our service is expanding the overall size of the wireless market as well asand better meeting the needs of many existing wireless customers.

Index to Financial Statements

Offer Affordable Wireless Services.    We believe that our fixed price, unlimited service represents an attractive offering to a large segment of the population. Our service results in average per minute usage costs to our customers that are significantly lower than the average per minute rates of other wireless operators. We believe that many prospective customers refrain from subscribing to or extensively using traditional wireless communications services due to high prices or unattractive and confusing calling plans, and that our simple, cost-effective service will allow us to attract many of these customers and continue our rapid growth.

Maintain Our Cost Leadership Position.    We are the lowest cost provider of wireless services in the United States, which allows us to offer our services at affordable prices while maintaining cash profit margins per customer that are among the highest in the industry.users. Our operating strategy, network design spectrum portfolio and rapidly increasing scale together with the population density of our markets, should allow us to continue to maintain our cost leadership position, andas we further reduce our operating costs per customer operating costsand enhance profitability in the future.

Pursue Expansion into Attractive Markets.    We believe the success of our business model can be replicated in markets outside of our existing footprint. While we do not believe that expansion is necessary to meet our future growth and profitability objectives, we expect that attractive expansion opportunities will be available. Webecome available, and we plan to target expansionnew markets that complement our existing footprint or can be operated as a stand alonestandalone cluster with growth and profitability characteristics similar to our existing markets. PartConsistent with this strategy, on July 8, 2004, we agreed to pay $43.5 million in cash to acquire two 10MHz PCS licenses for areas in Tampa and Sarasota, Florida, with a total population of the proceeds from this offering may be usedapproximately 3.3 million people. These markets have similar characteristics to fund expansion into newour existing markets and we may also chooseare geographically contiguous to swap a portion of our existing excess spectrum for spectrumoperations in new markets.

Competitive Strengths

We believe our business has many competitive strengths that distinguish us from other wireless carriers and will allow us to successfully execute our business strategy, including:

Highly Differentiated Service Offering.    We believe our unlimited mobile service offering represents a unique value proposition for our customers that differs substantially from the offerings of traditional wireless and wireline carriers. Our service is designed to provide mobile functionality while eliminating the gap between traditional wireless and wireline pricing, which we believe stimulates usage of our wireless service and will contribute to driving wireless adoption in our markets to levels comparable to the adoption rates currently experienced in Europe. We also believe that our ability to capture over one million customers to date demonstrates the substantial demand for our service offering.

Cost Leadership Position.    Our operating strategy, network design, population density and spectrum position have enabled us to become the lowest cost provider of wireless services in the United States. We believe our rapidly increasing scale will allow us to continue to drive our per customer operating costs down in the future. The average cost per minute of use, or MOU, on our network was 1.1 cents (calculated as cash cost per user, or CCPU, of $18.33 divided by average minutes of use of 1,700) for the three months ended December 31, 2003, compared with 5.9 cents for AT&T Wireless, 6.0 cents for Verizon Wireless and 3.7 cents for Sprint PCS. Our CCPU per month for the same period was $18.33, compared with $32.40 for AT&T Wireless, $29.46 for Verizon Wireless and $31.00 for Sprint PCS. Our distribution strategy continues to be the most efficient in the industry, resulting in a cost per gross addition, or CPGA, of $87.11 for the three months ended December 31, 2003, compared to the industry average CPGA of $394. For information regarding our calculation of CCPU and CPGA, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Reconciliation of Non-GAAP Financial Measures.” Our cash profit margin per customer as a percentage of our average revenue per customer for the three months ended December 31, 2003 was 49%, which is among the highest of all U.S. wireless carriers. We believe our industry leading cost position provides us with a sustainable competitive advantage in our markets and will allow us to continue our rapid, profitable growth.

Major Market Focus.    Our current service areas include four of the 25 most populous metropolitan areas in the United States: San Francisco, Miami, Atlanta and Sacramento. We believe the high relative populationsouthwest Florida.

Index to Financial Statements

density of our market clusters results in increased efficiencies in network deployment, operating costs and product distribution. Our markets have an average population density of 335 POPs per square mile, over four times the national average. In addition, the population of our markets is growing at an average of 1.5 times faster than the national average and the average household income in our markets is $5,000 above the national average according to the Wireless Telecom Atlas & Databook 2002. Based on these statistics, we believe our market profile is the most attractive of any U.S. wireless carrier. We believe significant opportunities exist to expand into other markets with similar characteristics.

State of the Art CDMA Network.    We have deployed a 100% code division multiple access radio transmission technology, or CDMA 1XRTT, network in each of our markets that is designed specifically to provide the capacity necessary to satisfy the usage requirements of our customers. CDMA 1XRTT technology provides substantially more voice and data capacity than other commonly deployed wireless technologies and provides us with a network capacity advantage in our markets. Our CDMA 1XRTT network, which provides the most efficient use of spectrum, currently allows us to rapidly and cost-effectively add network capacity without adding incremental cell sites. We believe that the combination of our network technology, network design and spectrum depth will allow us to efficiently serve the high usage demands of our rapidly growing customer base into the future.

Deep Spectrum Portfolio.    We currently hold 30 MHz of spectrum in 13 of the 14 license areas within our four markets even though our business plan requires only 20 MHz of spectrum in our major markets. This excess spectrum provides us with the flexibility to swap or sell up to 10 MHz of spectrum in selected markets to support future expansion or investment initiatives without materially impacting our business plan. For example, in February 2002, we completed our only spectrum sale to date, selling 10 MHz of excess spectrum in our Atlanta market for $290.0 million.

Index to Financial Statements

The Offering

Capital stock to be outstanding after this offering:

Index to Financial Statements

The number of shares of capital stock to be outstanding upon consummation of this offering:

MetroPCS Communications, Inc., a Delaware corporation, was incorporated on March 10, 2004. Our subsidiary,2004, and is the holding company parent of MetroPCS, Inc., a Delaware corporation,corporation. MetroPCS, Inc. was incorporated on June 24, 1994. We operate principally through two subsidiaries and hold PCS licenses in 15 subsidiaries. Our principal executive offices are located at 8144 Walnut Hill Lane, Suite 800, Dallas, Texas 75231, and our telephone number is (214) 265-2550. Our website URL is www.metropcs.com. The information on our website is not a part of this prospectus.

Index to Financial Statements

Summary Consolidated Financial and Other Data

The following table sets forth summary consolidated financial and other data of MetroPCS Communications, Inc. at DecemberMarch 31, 2002 and 2003 and2004, for the years ended December 31, 2001, 2002 and 2003 which weand for the three months ended March 31, 2003 and 2004. We derived our summary consolidated financial data for each of the three years in the period ended December 31, 2003 from the audited consolidated financial statements included elsewhere in this prospectus. We derived our summary consolidated financial data at March 31, 2004 and for the three months ended March 31, 2003 and 2004 from our unaudited consolidated financial statements included elsewhere in this prospectus. You should read the summary consolidated financial and other data in conjunction with “Capitalization,” “Selected Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, including the notes thereto, included elsewhere in this prospectus.

Index to Financial Statements

Index to Financial Statements

Index to Financial Statements

Index to Financial Statements

RISK FACTORS

You should consider carefully the following factors and other information in this prospectus. Any of the following risks could have a material adverse effect on our business, financial condition or results of operations. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to Our Business

We have a limited operating history and our recent performance may not achievebe indicative of our business goals.future results.

We began offering service in the first quarter of 2002, and we had no revenues prior to that time. Consequently, we have a limited operating and financial history upon which to evaluate our financial performance, business plan execution and ability to succeed in the future. You should consider our prospects in light of the risks, expenses and difficulties we may encounter, including those frequently encountered by new companies competing in rapidly evolving markets. If we are unable to execute our plans and grow our business, either as a result of the risks identified in this section or for any other reason, this failureour financial results would have a material adverse effect on our business, prospects, financial condition and results of operations.be adversely affected.

If we experience a higher rate of customer turnover than forecasted, our costs could increase and our revenues could decline, which would affectreduce our business negatively.profits and could reduce the trading price of our common stock.

A higherOur average monthly rate of customer turnover, or churn, for the three months ended June 30, 2004 was approximately 5.2%, an increase over our average monthly churn rate for the three months ended March 31, 2004 of 3.8%. A higher rate of churn would reduce our revenues and increase our marketing costs to attract the replacement customers required to sustain our business plan, which would have a material adverse effect onreduce our business, financial conditionprofit margin and resultscould reduce the trading price of operations.our common stock. Many wireless service providers have historically experienced a high rate of customer turnover. Our rate of customer turnover may be affected by several factors, including the following:

Unlike many of our competitors, we do not require our customers to enter into long-term service contracts. As a result, our customers retain the right to cancel their service at any time without penalty.penalty, and we expect our churn rate to be higher than other wireless carriers.

Additionally, as of November 24, 2003, FCC rules require all wireless carriers to provide for wireless number portability for their customers in the top 100 metropolitan statistical areas. As a result, wireless customers in these markets now have the ability to change wireless carriers, but retain their wireless telephone number. Although to date these wireless number portability rules have not resulted in substantial increases in the frequency with which customers switch wireless carriers, it is too soon to predict the long-term effect of these rules on customer turnover. In addition, these number portability requirements are likely to result in added capital expenditures for us to make necessary system changes.

Our internal controls over revenue reporting may beare insufficient to detect in a timely manner misstatements that could occur in our financial statements in amounts that may be material.

Our customers pay in advance for our services. In connectionaccordance with their audit ofgenerally accepted accounting principles, amounts received in advance are recorded on our financial statements for the year ended December 31, 2003, our independent accountants reported a material weakness in our internal controls overbalance sheet as deferred revenue, reporting. A materialand are recognized as

Index to Financial Statements

weakness is a reportable condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud, in amounts that would be material in relation to the financial statements being audited, may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions.

Our customers pay for our wireless services in advance, and we recognize wireless service revenues on our statement of operations only aswhen the services actually are rendered; amounts received in advance are recorded as deferred revenue.rendered. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” Since our processBecause we currently prepare service revenue calculations and methodology to recordreconciliations of deferred revenue requires detailed reconciliations between our billing system and our general ledger, which we performbalances manually, the process is inherently subject to error and relies on certain management estimates.error. This issue may become more significant as our business expands and our product offering becomes more complex.

We have taken stepsIn July 2003, during the preparation of quarterly financial statements, management noted that the balance of the deferred revenue accounts relative to improveservice revenues had fluctuated from period to period in an inconsistent manner. Management called this inconsistency to the capabilities and reliabilityattention of our financialauditors. In August 2003, management and accounting systems. Beginning in June 2003, we undertook to develop a methodology forour auditors noted that the proper reconciliation of deferred revenue did not include all the appropriate accounts receivable and deferred revenue accounts, and was not prepared on a timely basis. In September 2003, management concluded that we were understaffed in our revenue accounting function and that we did not have personnel with the appropriate experience required to properly account for activity resulting from the billing system.

In October 2003, in connection with the review of our interim financial statements, our auditors issued a letter to us describing these deficiencies. In February 2004, in connection with the audit of our financial statements for the year ended December 31, 2003, our auditors identified the lack of automation in the revenue reporting process as a “material weakness” in our internal controls over revenue reporting. The Public Company Accounting Oversight Board has defined material weakness as “a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.” This means that there is a risk that a material misstatement in the deferred revenue accounts and the related service revenue accounts in our financial statements for a future period is reasonably possible.

To address revenue reporting, management made significant changes to the manual service revenue calculations and deferred revenue reconciliation processes to insure proper revenue reporting and a more timely and complete monthly reconciliation of accounts receivable balances provided by our billing system to the corresponding balances in our general ledger and the related deferred revenue accounts,accounts. To further enhance our internal controls, subsequent to December 31, 2003, we have added a Vice President–Controller and we continue to evaluate and enhance this procedure. In addition, in January 2004, we added a Director of Revenue Accounting, whoeach of whom has several years of relevant experience with revenue and billing systems.systems in the telecommunications industry. We have also have addedhired a senior staff positionaccounting professional whose job focus is to understand and documentinsure that we are effectively utilizing all of the processes,functions available in our billing system, expand the related reporting capabilities, and reporting of the billing systemcontinue to enhance and further automate our processes related to revenue accounting.

Management believes, and our accounting processes related thereto. Moreover, we continually evaluate the opportunity to automate the interfaces between systems and to reduce the risk of manual errors.

Notwithstanding the steps weauditors have taken to address these issues, we cannot assure you that we will be successful in remediating the material weakness reported by our independent accountants, or that we will be able to do so without additional capital expenditures to upgrade or replace our billing and accounting systems. Moreover, we may not be able to obtain the view of our independent accountantsadvised us based on whether we have successfully remediated this weakness until our independent accountants conduct their auditreview of our financial statements for the year ending Decemberthree months ended March 31, 2004, whichthat the material weakness still exists due to the lack of automation in this area. Moreover, our auditors have advised us that they will not be able to confirm that the material weakness has been fully remediated until they complete an audit of our financial statements. We expect our next audit to be completed until earlyin March 2005. If we are not able to remediate this weakness, we may not be able to prevent or detect in a timely manner misstatements that could occur inmaterial misstatement of our financial statements in amounts that may be material.statements.

Our inability to manage our planned growth could increase our costs and adversely affect our operations adversely.level of service.

We have experienced rapid growth and development in a relatively short period of time and expect to continue to experience growth in the future. The management of such growth will require, among other things, continued development of our financial and management controls and management information systems, stringent control of costs, diligent management of our network infrastructure and its growth, increased capital requirements associated with marketing activities, the ability to attract and retain qualified management personnel and the training of new personnel. Failure to successfully manage our expected growth and development could have a material adverse effect on our business, financial conditionincrease our costs and resultsadversely affect our level of operations.service. Additionally, the costs of acquiring new customers could affect our near-term profitability

Index to Financial Statements

adversely. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

The wireless industry is experiencing rapid technological change, and we may lose customers if we fail to keep up with these changes.

The wireless communications industry is experiencing significant technological change, as evidenced by the ongoing improvements in the capacity and quality of digital technology, the development and commercial acceptance of advanced wireless data services, shorter development cycles for new products and enhancements and changes in end-user requirements and preferences. We may lose customers if we fail to keep up with these changes.

Index to Financial Statements

We are dependent on our FCC licenses, and our businessability to provide service to our customers and generate revenues could be harmed by adverse regulatory action or changes to existing laws or rules.

The FCC regulates the licensing, construction, modification, operation, ownership, sale and interconnection arrangements of wireless communications systems, as do some state and local regulatory agencies. We cannot assure you that the FCC or the state and local agencies having jurisdiction over our business will not adopt regulations or take other actions that would adversely affect our business by imposing new costs or requiring changes in our current or planned operations, or that the Communications Act of 1934, from which the FCC obtains its authority, will not be amended in a manner that could be adverse to us.

Our principal assets are our FCC licenses to provide personal communications services. OurThe loss of any of these licenses wouldcould have a material adverse effect on our business. Our FCC licenses are subject to revocation if we are found not to have complied with the FCC’s rules or the Communications Act’s requirements. We also could be subject to fines and forfeitures for such non-compliance, which could affect our business adversely. For example, absent a waiver, failure to comply with the FCC’s enhanced 911, or E-911, requirements or with number portability requirements could subject us to significant penalties. In addition, because we acquired our licenses in an “entrepreneur’s block” FCC auction, our licenses are subject to additional FCC requirements, which dictate the manner in which our voting control and equity must be held during the first ten years we hold the licenses (until 2007 with respect to our current licenses), and obligate us to make quarterly installment payments to the FCC on the debt we owe to the FCC for our licenses. Failure to comply with these requirements could result in revocation of the licenses and/or fines and forfeitures, and/or could require us to pay the outstanding debt to the FCC on an accelerated basis, any of which could have an adverse effect on our business. Finally, our current licenses expire in January 2007, and although the FCC’s rules provide for renewal, there is no guarantee that the FCC will renew all or any of our licenses. Failure to have our licenses renewed would affect our business adversely. See “Legislation and Government Regulations.”

In addition, the market value of FCC licenses has been subject to significant volatility in the past. There can be no assurance as to the market value of our FCC licenses or that the market value of FCC licenses will not be volatile in the future or as to the market value of our FCC licenses.future.

Our business strategy is relatively new and unproven and may not succeed in the long term.

A major element of our business strategy is to offer consumers a service that allows them to make unlimited local and/or long distance calls from within a local calling area, depending on the service plan selected, of unlimited number and duration within a local area and receive unlimited calls from any area for a flat monthly rate without entering into a long-term service contract. This strategy is a relatively new approach to marketing wireless services and it may not prove to be successful in the long term. From time to time, we also evaluate our service offerings and the demands of our target customers and may modify, change or adjust our service offerings or trial new service offerings as a result. We cannot assure you that these service offerings will be successful or prove to be profitable.

Index to Financial Statements

We face intense competition from other wireless and wireline communications providers.

We compete directly in each of our markets with other wireless providers and with wireline providers as a mobile alternative to traditional landline service. Many of our competitors have substantially greater resources and larger market share than we have, which may affect our ability to compete successfully. In addition,Additionally, many of our competitors offer larger coverage areas or nationwide calling plans that do not require additional charges for roaming, and the competitive pressures of the wireless communications industry have caused other carriers to offer service plans with increasingly large bundles of minutes of use at increasingly lower prices. These competitive plans could adversely affect our ability to maintain our pricing, market penetration and customer retention. Furthermore, the FCC may pursue policies designed to make available additional spectrum for the provision of wireless services in each of our markets, which may increase the number of wireless competitors we face and enhance the ability of our wireless competitors to offer additional plans and services.

Index to Financial Statements

We also compete with companies that use other communications technologies, including paging and digital two-way paging, enhanced specialized mobile radio and domestic and global mobile satellite service. These technologies may have advantages over the technology we use and may ultimately be more attractive to customers. We may compete in the future with companies that offer new technologies and market other services that we do not offer. Some of our competitors do or may offer these other services together with their wireless communications service, which may make their services more attractive to customers. In addition, energy companies, utility companies and cable operators are expanding their services to offer communications services.

Our success depends on our ability to attract and retain qualified management and other personnel.

Our business is managed by a small number of key executive officers. The loss of one or more of these persons could materiallydisrupt our ability to react quickly to business developments and adversely affectchanges in market conditions, which could reduce profits and the trading price of our business.common stock. We believe our future success will also depend in large part on our continued ability to attract and retain highly qualified technical and management personnel. We believe that there is and will continue to be intense competition for qualified personnel in the personal communications services industry, and we may not be successful in retaining our key personnel or in attracting and retaining other highly qualified technical and management personnel. None of the members of our management team is party to an employment agreement.

We rely on third parties to provide our customers and us with equipment and services that are integral to our business.

We have entered into agreements with third-party contractors to provide equipment for our network and services required for our operation, such as customer care and billing and payment processing. Some of these agreements are subject to termination upon short notice. The loss or expiration of these contracts or anyour inability to renew them or negotiate contracts with other providers at comparable rates could harm our business. Our reliance on others to provide essential services on our behalf also gives us less control over the efficiency, timeliness and quality of these services.

We may incur higher than anticipated intercarrier compensation costs.costs, which could increase our costs and reduce our profit margin.

When our customers use our service to call customers of other carriers, we are required to pay the carrier that serves the called party. Similarly, when a customer of another carrier calls one of our customers, that carrier is required to pay us. While in most cases we have been successful in negotiating agreements with other carriers that limit our compensation obligations, some carriers have claimed a right to unilaterally impose unreasonably high charges on us. The wireless industry has sought clarification from the FCC that federal law prohibits such unreasonable and unilaterally imposed charges. We cannot assure you that the FCC will rule in our favor. An adverse ruling or FCC inaction could result in carriers successfully collecting such fees from us, which could adversely affectincrease our business.costs and reduce our profit margin.

Index to Financial Statements

Concerns about whether mobile 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.services, which could increase our costs and reduce our revenues.

Media reports and some studies have suggested that, and additional studies have been undertaken to determine whether, radio frequency emissions from wireless handsets may be linked to various health concerns, including cancer, and may interfere with various electronic medical devices, including hearing aids and pacemakers. In addition, lawsuits have been filed against other participants in the wireless industry alleging various adverse health consequences as a result of wireless phone usage. While many of these lawsuits have been dismissed on various grounds, including a lack of scientific evidence linking wireless handsets with cancer,such adverse health consequences, future lawsuits could be filed based on new evidence or in different jurisdictions. If any suits do succeed, or if plaintiffs are successful in negotiating settlements, additional suits likely would be filed. Additionally, purported class action litigation has been filed seeking to require that all wireless telephones include an earpiece that would enable the use of wireless telephones without holding them against the user’s head. While it is not possible to

Index to Financial Statements

predict the outcome of this litigation, circumstances surrounding it could increase the cost of our wireless handsets and other operating expenses.

If consumers’ health concerns over radio frequency emissions increase, consumers may be discouraged from using wireless handsets, and regulators may impose restrictions or increased requirements on the location and operation of cell sites or the use or design of mobile telephones. Such new restrictions or requirements could expose wireless providers to further litigation, which, even if not successful, may be costly to defend. In addition, compliance with such new requirements could adversely affect our business. The actual or perceived risk of radio frequency emissions could also adversely affect us through a reduction in customers or a reduction in the availability of financing in the future.

In addition to health concerns, safety concerns have been raised with respect to the use of wireless handsets while driving. There is a risk that local governments may adopt regulations restricting the use of wireless handsets while driving, which could adversely affectreduce demand for our business.services.

Our indebtedness could affect our financial health adversely.

As of DecemberMarch 31, 2003,2004, we had $195.8$193.1 million of outstanding indebtedness, which could have important consequences to you.consequences. For example, it could:

In addition, the indenture governing our senior notes contains restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all of our debts and require us to allocate our financial resources to repay such debts. See “Description of Certain Indebtedness.”

Despite current indebtedness levels, we and our subsidiaries will be able to incur substantially more debt. This could further exacerbate the risks associated with our leverage.

We and our subsidiaries are able to incur substantial additional indebtedness in the future. The terms of the indenture governing our senior notes do not fully prohibit us or our subsidiaries from doing so. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify.

Index to Financial Statements

Risks Related to the Offering

A limited number of stockholders control us, and their interests may be different from yours.

Our certificate of incorporation and the stockholders agreement to which our current stockholders are parties provide that, upon the consummation of this offering, with respect to all matters submitted to a vote of stockholders for which a separate class vote is not required, the holders of our Class A common stock will have, collectively, votes equal to 50.1% of the aggregate voting power of all shares entitled to vote, and the holders of our common stock will have, collectively, votes equal to 49.9% of the aggregate voting power of all shares entitled to vote. In addition, the holders of Class A common stock will be entitled to a separate class vote to elect fourfive of the sevennine members of our board of directors. Although we expect to petition the FCC for the ability to combine our Class A common stock and our common stock into a single class of capital stock after the

Index to Financial Statements

consummation of this offering, we cannot assure you that the FCC will grant this request in a timely fashion or at all. See “Legislation and Government Regulations” and “Description of Capital Stock.”

Roger D. Linquist (our President, Chief Executive Officer, Secretary and Chairman of our board of directors)the Board) and C. Boyden Gray (a member of our board of directors) together own all outstanding shares of our Class A common stock. In addition, after consummation of this offering, our executive officers and directors and principal stockholders together will beneficially own shares representing approximately %44.3% of the voting power underlying our common stock and %73.2% of the voting power underlying all classes of our capital stock, including shares subject to options and warrants that confer beneficial ownership of the underlying shares. As a result, these controlling stockholders will have the ability to determine the composition of our board of directors and to control our future operations and strategy.

Conflicts of interest between the controlling stockholders and our public stockholders may arise with respect to sales of shares of capital stock owned by the controlling stockholders or other matters. In addition, the interests of the controlling stockholders and other existing stockholders regarding any proposed merger or sale may differ from the interests of our public stockholders, especially if the consideration to be paid for the common stock is less than the price paid by public stockholders.

This concentration of ownership could also have the effect of delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could have a material and adverse effect on the market price of our common stock or prevent our stockholders from realizing a premium over the market prices for their shares. See “Principal and Selling Stockholders” for more information about the beneficial ownership of our capital stock by our executive officers, directors and principal stockholders.

There has been no prior market for our capital stock, and an active trading market may not develop.

Prior to this offering, there has been no public market for any class of our capital stock. An active trading market may not develop following the closing of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

You may not be able to seek remedies against Arthur Andersen LLP, our former independent public accountants, with respect to our financial statements that were audited by Arthur Andersen LLP.

In February 2002, we appointed PricewaterhouseCoopers LLP to serve as our independent accountantsregistered public accounting firm for fiscal year 2001 after previously dismissing Arthur Andersen LLP. On June 15, 2002, Arthur Andersen LLP was convicted of federal obstruction of justice arising from the government’s investigation of Enron Corp., and subsequently ceased operations. Arthur Andersen LLP had audited our financial statements for

Index to Financial Statements

the fiscal years ended December 31, 1999 and 2000. Financial statements for those periods have not been reviewed by our current auditors.independent registered public accounting firm. Purchasers of our common stock may have no effective remedy against Arthur Andersen LLP in connection with any material misstatement or omission in those financial statements.

We do not intend to pay dividends in the foreseeable future.

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Payment of any future dividends on our common stock will depend upon our earnings and capital requirements, the terms of our debt instruments and any preferred stock and other factors our board of directors considers appropriate. In addition, because MetroPCS iswe are a holding

Index to Financial Statements

company, it dependswe depend on the cash flows of our subsidiaries to pay any potential dividends. The ability of our subsidiaries to distribute funds to MetroPCSus is and will be restricted by the terms of existing and future indebtedness, including the indenture governing our senior notes, and by applicable state laws that limit the payments of dividends. See “Description of Certain Indebtedness.”

Our stock price is likely to be very volatile.

Prior to this offering, you could not buy or sell our common stock publicly. Although the initial public offering price will be determined based on several factors, the market price after this offering may vary from the initial offering price. The market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

Substantial sales of our common stock could adversely affect our stock price.

Sales of a substantial number of shares of common stock after this offering, or the perception that such sales could occur, could adversely affect the market price of our common stock by introducing a large number of sellers to the market. Given the volatility that will likely exist for our shares, such sales could cause the market price of our common stock to decline.

Immediately after this offering, we will have 97,106,870 shares of common stock outstanding, or          shares if the underwriters’ over-allotment option is exercised in full.outstanding. We have reserved an additional 16,010,389 shares of common stock for issuance under our equity compensation plans, of which 10,627,486 shares are subject to outstanding options. In addition, we have reserved 1,215,570 shares of common stock for issuance upon the exercise of outstanding warrants. Following this offering, all of the shares

Index to Financial Statements

of common stock to be sold in this offering will be freely tradable without restriction or further registration under the federal securities laws unless purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act, and an additional 32,683,857 shares will be freely tradable pursuant to Rule 144(k) under the Securities Act. The remaining 40,423,013 shares of our outstanding common stock will be restricted securities under the Securities Act, subject to restrictions on the timing, manner and volume of sales of such shares.

After this offering, the stockholder parties to our stockholders agreement, who will collectively hold 73,106,870 shares of our common stock, will be entitled to certain rights with respect to the registration of the sale of such shares under the Securities Act. By exercising their registration rights and causing a large number of shares to be sold in the public market, these holders could cause the market price of our common stock to decline. See “Description of Capital Stock—Stockholders’Stockholders Agreement.”

Index to Financial Statements

Following the consummation of this offering, we also intend to file a registration statement on Form S-8 under the Securities Act covering shares of common stock reserved for issuance under our equity compensation plans; that registration statement will automatically become effective upon filing.

We cannot predict whether future sales of our common stock, or the availability of our common stock for sale, will adversely affect the market price for our common stock or our ability to raise capital by offering equity securities.

Anti-takeover provisions affecting us could prevent or delay a change of control.

Provisions of Delaware law and of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us. For example, we are subject to Section 203 of the Delaware General Corporation Law which would make it more difficult for another party to acquire our company without the approval of our board of directors. Additionally, our certificate of incorporation authorizes our board of directors to issue preferred stock without requiring any stockholder approval, and preferred stock could be issued as a defensive measure in response to a takeover proposal. These provisions could make it more difficult for a third party to acquire us even if an acquisition might be in the best interest of our stockholders. See “Description of Capital Stock.”

Our certificate of incorporation provides for two classes of directors, those elected by holders of our Class A common stock and those elected by holders of our common stock. Prior to the consummation of this offering, our certificate of incorporation and bylaws will be amended to also provide for a board of directors consisting of three divisions of directors, each serving staggered three-year terms. The classification and divisions of our board of directors could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us. See “Description of Capital Stock.”

The indenture governing our senior notes contains limitations concerning mergers, consolidations and certain sales of assets by us. These limitations may further deter takeover attempts. In particular, the indenture requires us to give holders of the senior notes the opportunity to sell us their senior notes at 101% of their principal amount plus accrued and unpaid interest in the event of a change of control, as such term is defined in the indenture. See “Description of Certain Indebtedness.”

Our business is subject to regulation by the FCC and state regulatory commissions or similar state regulatory agencies in the states in which we operate. The FCC and some states have statutes or regulations that would require an investor who acquires a specified percentage of our securities or the securities of one of our subsidiaries to obtain approval to own those securities from the FCC or the applicable state commission. Therefore, such regulatory agencies have the ability to prevent a change of control even if such an acquisition is in the best interests of our stockholders.

You will experience immediate and substantial dilution.

The initial public offering price will be substantially higher than the net tangible book value of each outstanding share of common stock. Purchasers of common stock in this offering will suffer immediate and

Index to Financial Statements

substantial dilution. The dilution will be $$14.59 per share in the net tangible book value of the common stock at an assumed initial public offering price of $$21.00 per share.

Our management has broad discretion in the application of proceeds, which may increase the risk that the proceeds will not be applied effectively.

Our management will have broad discretion in determining how to spend the net proceeds we receive from this offering. Accordingly, we can spend the net proceeds from this offering in ways which turn out to be ineffective or with which our stockholders may not agree.

Index to Financial Statements

The requirements of being a public company may strain our resources and distract management.

Until recently, we were not subject to the reporting requirements of the Securities Exchange Act of 1934 or the other rules and regulations of the Securities and Exchange Commission relating to public companies. We have been working with our independent legal, accounting and financial advisors to identify those areas in which improvements should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, internal audit, and financial reporting and accounting systems. We have made, and will continue to make, improvements in these and other areas, including the establishment of an internal audit function, and the addition of new personnel in finance and accounting areas. However, we cannot assure you that these and other measures we may take will be sufficient to allow us to satisfy our obligations as a public company on a timely basis.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are subject to risks and uncertainties. You should not place undue reliance on these statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business strategies. These statements often include words such as “anticipate,” “expect,” “plan,” “intend” and similar expressions. We base these statements on 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 in these circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements. These factors include those described under “Risk Factors.”

All future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by our cautionary statements. We do not intend to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events, except as required by law.

Index to Financial Statements

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of common stock in this offering will be approximately $                , or $                 if the underwriters’ over-allotment option is exercised in full,$235.0 million at an assumed initial public offering price of $$21.00 per share and after deducting underwriting discounts and commissions and estimated transaction fees and expenses payable by us. We will not receive any proceeds from the sale of common stock by the selling stockholders.

We intend to use the net proceeds to us for general corporate purposes, including continued expansion of our networks in existing markets and expansion into new markets, including through acquisitions. In addition, we may use a portion of the net proceeds to redeem a portion of our 10 ³/4% senior notes due 2011 at a redemption price equal to 110.750% of the principal amount of redeemed notes, plus accrued and unpaid interest on such notes.

DIVIDEND POLICY

We have never declared or paid a cash dividend on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Payment of any future dividends on our common stock will depend upon our earnings and capital requirements, the terms of our debt instruments and any preferred stock and other factors our board of directors considers appropriate. In addition, because we are a holding company, we depend on the cash flows of our subsidiaries to pay any potential dividends. The ability of our subsidiaries to distribute funds to MetroPCSus is and will be restricted by the terms of existing and future indebtedness, including the indenture governing our senior notes, and by applicable state laws that limit the payments of dividends. See “Description of Certain Indebtedness.”

Index to Financial Statements

CAPITALIZATION

The following table sets forth our cash and cash equivalents and consolidated capitalization as of DecemberMarch 31, 20032004 on an actual basis, and on a pro forma basis to reflect:

You should read this table together with “Selected Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of MetroPCS Communications, Inc., including the notes thereto, included elsewhere in this prospectus.

Index to Financial Statements

DILUTION

Our pro forma net tangible book value as of DecemberMarch 31, 20032004 was approximately $            ,$372.5 million, or $$4.50 per share of our common stock and Class A common stock. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities, divided by the sum of the number of shares of our common stock and Class A common stock outstanding, assuming conversion of all outstanding shares of Class B common stock and Series D preferred stock into common stock. Without taking into account any other changes in the net tangible book value after DecemberMarch 31, 2003,2004, other than to give effect to our sale of shares of common stock in this offering at an assumed initial public offering price of $$21.00 per share and our receipt of the estimated net proceeds from this offering, our as adjusted pro forma net tangible book value as of DecemberMarch 31, 20032004 would have been approximately $            ,$607.5 million, or $$6.41 per share. This represents an immediate increase in net tangible book value of $$1.91 per share to existing stockholders and an immediate dilution of $$14.59 per share to new investors. The following table illustrates this per share dilution:

The following table summarizes, on a pro forma basis as of DecemberMarch 31, 2003,2004, the differences between existing stockholders and the new investors with respect to the number of shares of common stock purchased from us, the total consideration paid and the average price per share paid before deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The foregoing table assumes no exercise of stock options or warrants. As of DecemberMarch 31, 2003,2004, there were options outstanding to purchase 10,574,475 shares of common stock at a weighted average exercise price of $2.3046 per share and warrants outstanding to purchase 3,137,460 shares of common stock at a weighted average exercise price of $ per share and warrants outstanding to purchase          shares of common stock at a weighted average exercise price of $0.2304 per share. To the extent outstanding options and warrants are exercised, there will be further dilution to new investors. If these outstanding options and warrants were exercised in full, the additional dilution would be approximately $$0.58 per share to new investors, based on receipt of the monetary consideration for the shares and the increase in the number of shares outstanding resulting from those exercises.

If the underwriters’ over-allotment option is exercised in full, the number of shares of common stock held by existing stockholders will be reduced to %83.5% of the total number of shares of common stock outstanding after this offering, and the number of shares of common stock held by new investors will be increased to 15,600,000 shares, or %16.5% of the total number of shares of common stock outstanding after this offering.

Index to Financial Statements

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following table sets forth selected consolidated financial and other data of MetroPCS Communications, Inc. as of and for the years ended December 31, 1999, 2000, 2001, 2002 and 2003.2003 and as of and for the three months ended March 31, 2003 and 2004. We derived our selected consolidated financial data as of December 31, 2002 and 2003 and for each of the three years in the period ended December 31, 2003 from the consolidated financial statements, which were audited by PricewaterhouseCoopers LLP and are included elsewhere in this prospectus. We derived our selected consolidated financial data as of December 31, 2001 from the consolidated financial statements, which were audited by PricewaterhouseCoopers LLP. We derived our selected consolidated financial data as of and for the years ended December 31, 1999 and 2000 from the consolidated financial statements, which were audited by Arthur Andersen LLP. We derived our selected consolidated financial data as of and for the three months ended March 31, 2003 and 2004 from our unaudited consolidated financial statements, which are included elsewhere in this prospectus. You should read the selected consolidated financial and other data in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus.