T-Mobile US Inc (TMUS) 2012 Q3 法說會逐字稿

Good morning ladies and gentlemen, and thank you for standing by.

Welcome to the MetroPCS Communications third-quarter 2012 conference call.

During today's presentation, all participants will be in a listen-only mode.

Following the presentation the conference will be open for questions.

(Operator Instructions)

This conference call is being recorded today, October 30, 2012.

I would now like to turn the conference over to Mr. Keith Terreri, Vice President and Treasurer for MetroPCS.

Please go ahead, sir.

Thank you Lisa, and good morning everyone.

Welcome to our third-quarter 2012 conference call.

The speakers with me this morning are Roger Linquist, our Chairman and Chief Executive Officer; Tom Keys, our President and Chief Operating Officer; and Braxton Carter, our Vice Chairman and Chief Financial Officer.

During today's call, we will refer to certain non-GAAP financial measures.

We have reconciled these historical non-GAAP measures to GAP measures in our third-quarter earnings release which has been filed as an 8-K with the SEC and is also available within the Investor Relations section of our website.

Before I turn the call over to Roger, I want to remind you that information presented on this call may contain forward-looking statements about our plans, objectives, beliefs, opinions, expectations, strategies, goals, financial expectations, future capital expenditures, performance, financing needs, competition, planned future events, and financial results or other statements which are not of historical fact, such as statements regarding the launch of our 4G LTE for All initiatives and the impact on our business in our stock price of the proposed merger with T-Mobile.

Words such as believes, anticipates, expects, intends, plans, should, could, would, view, estimates, projects, will, and other similar expressions typically identify forward-looking statements.

These statements are subject to risks, assumptions, and uncertainties, many of which are beyond our control and that may not occur or could cause actual results or the timing of events to materially differ from those made in the forward-looking statements.

The risk factors that may affect the forward-looking statements in our future operational financial results are set forth in the Safe Harbor statement available on the Company's slide deck to this oral presentation and in the section entitled Risk Factors found in our annual report on Form 10-K, quarterly reports on Form 10-Q, including our 10-Q for the period ended September 30, 2012 which was filed this morning, and our current reports on Form 8-K.

Copies of any of these filings may be obtained free of charge from the SEC at www.SEC.gov or from our website or directly from contacting our Investor Relations department.

For anyone listening to a taped or webcast replay or reviewing a written transcript of today's call, please note that all information presented is current and should be considered valid only as of October 30, 2012 regardless of the date reviewed, read, or replayed.

Please note that after Braxton's prepared comments this morning, Roger will discuss the proposed combination of MetroPCS and T-Mobile.

The proposed transaction is subject to HSR clearance, FCC approval, stockholder approval, and customary closing conditions.

We expect the proposed transaction to close in the first half of 2013.

We expect to file a proxy regarding a proposed combination in mid-November.

At this time we do not plan on addressing questions regarding the proposed combination except to the extent the questions are covered by materials filed with the SEC.

At this time I'd like to turn the call over to our Chairman and Chief Executive Officer, Roger Linquist.

Thank you Keith.

First, I would like to say I hope all of you on the call in the Northeast have found a safe place for you and your families.

This has been an incredible storm, and we wish you the very best.

I am very pleased with this quarter's strong adjusted EBITDA and year-over-year decline in churn.

The strength of our third-quarter earnings, highlighted by the highest consolidated adjusted EBITDA margin in Company history, was primarily driven by our focus on generating adjusted EBITDA and cash flow over subscriber growth.

Late in the third quarter, with new affordable 4G LTE handsets in our portfolio, we launched our 4G LTE for All offerings.

This launch, highlighted by a $55 unlimited service plan transformed the wireless experience for no-contract offerings.

We have recently surpassed the 1.25 million LTE subscriber mark, and our leadership in 4G LTE in the no-contract service continues.

Demand for high-speed wireless service is strong with our 4G network and smartphones.

We believe we have an opportunity to upgrade our existing customer base and expand our market share.

We currently offer a number of 4G LTE smartphones and we recently introduced the Galaxy Samsung S III.

Availability of lower cost 4G LTE smartphones is in part due to an increasing number of handsets utilizing the Qualcomm 8960 chipset family.

This standardization is a major positive, as it will enable decreasing unit costs over time and we believe lower subsidization levels in the future.

Additionally, we are leading North America in the deployment of two technologies that work with our 4G LTE network -- Voice-over-LTE, or VoLTE; and Rich Communication Services, or RCS.

We are now working to enable the deployment of VoLTE across our entire network and into our handset lineup.

Not only does VoLTE provide superior call quality, it also enables our efficient use of spectrum and refarming of CDMA spectrum to 4G LTE over time.

We are also introducing for the first time in the Americas RCS on our LTE network, which supports social presence, simultaneous voice communication with multimedia messaging, as well as other advanced data services.

We have planned to launch RCS service tomorrow and we believe the RCS will significantly differentiate our premium 4G LTE service from our competitors' 3G data offerings.

Our technology path is clear, as the entire wireless industry is now moving towards 4G LTE, which MetroPCS pioneered in the United States two years ago.

With 4G LTE for All launched, we are now positioned to focus on reenergizing subscriber growth.

We will continue to compete aggressively utilizing our RCS services and compelling 4G LTE for All service plans.

Now I will turn the call over to Tom.

Thank you Roger.

I would also like to echo your comments about the personal safety and wish a swift and steady recovery for those up in the Northeast.

This morning my comments will focus on our third-quarter results, the launch of our 4G LTE for All, and our promotional activity heading into the fourth quarter.

Building on the strategy we executed in the second quarter, our focus during this quarter was generating adjusted EBITDA and cash flow over subscriber acquisition.

I'm pleased to report strong adjusted EBITDA and the highest adjusted EBITDA margin in Company history of 41.5%.

This financial performance was driven by lower handset subsidies and moderated marketing spend.

In the quarter, gross addition activity declined year over year and totaled 692,000 for the quarter.

Churn in the quarter declined significantly on a year-over-year basis, down 80 basis points to 3.7%.

We are pleased with the improvement in churn this quarter and we believe it was driven by improved customer experience through investments in our network and lower year-to-date subscriber growth.

During the third quarter approximately 62% of total handsets sold were smartphones and approximately 50% of total subscribers were on a smartphone plan at the end of the third quarter.

Family plan penetration at the end of the quarter was 40%.

In late August, we introduced our 4G LTE for All initiative.

As the marketing and messaging around this initiative ramps, we have already covered approximately 97% of our entire CDMA footprint with 4G LTE base stations.

As part of our launch we also introduced a promotional 4G LTE unlimited talk, text, and data plan priced at $55.

This plan provides subscribers with an unlimited, unthrottled wireless broadband experience.

Since launching 4G LTE for All, interest in 4G has increased; and approximately 40% of all gross additions in September were 4G subscribers.

Of those gross additions, over 70% were taking the promotional $55 service plan, which is accretive to ARPU.

At the end of the quarter, we had approximately 1.1 million 4G subscribers, which equates to 12% of our subscriber base.

We continue to see a churn profile developing on our 4G LTE customers that is approximately 100 basis points better versus our consolidated churn.

Total 4G upgrade activity is strong at 123% in the third quarter, with much of that activity coming in September.

From August to September, the percentage of upgrades moving to 4G phones nearly doubled, and through the middle of October accounted for nearly 70% of total upgrades.

Historically, fourth-quarter subscriber activity has been heavily weighted towards the back end.

Additionally, with 4G LTE for All promotional activity running through the entire quarter, we expect incremental pressure on both CPGA and CPU, which will impact adjusted EBITDA.

In early October we launched a promotional 4G LTE plan which includes unlimited talk, text, and 250 megabytes of 4G data for $30 a month.

We believe this promotional $30 4G LTE service plan will generate excitement and increase the opportunity for retail door swings as consumers shop for wireless value coupled with 4G speeds during this holiday-driven quarter.

We are excited about the services and value we offer in the marketplace, and we believe our customers are truly experiencing a premium service value with our industry-leading 4G LTE network.

Now I will turn the call over to Braxton.

Thank you, Tom.

Good morning.

Our third-quarter results demonstrate the ability of our Business to generate significant cash flows.

With lower promotional activity during most of the third quarter, we generated strong adjusted EBITDA, $466 million; and the highest adjusted EBITDA margin in Company history at 41.5%.

We ended the quarter with approximately 9 million total subscribers.

Churn for the quarter was 3.7%, down 80 basis points when compared to the third quarter of 2011.

This decline in churn was primarily driven by continued investments in our network and lower year-to-date subscriber growth.

Our balance sheet continues to be strong and we have substantial liquidity, with approximately $2.6 billion in cash and short-term investments at the end of the third quarter.

Our total leverage as of September 30, 2012, was approximately 3 times, computed in accordance with the indentures governing our senior unsecured notes.

We believe our maturity schedule is very manageable, with our first substantial maturity of approximately $1 billion coming due in November 2016.

Our weighted average cost of debt for the third quarter was approximately 5.8%.

The majority of our debt is fixed by its nature or through interest rate swaps.

We believe we are very well positioned from a balance sheet perspective.

Our third quarter 2012 ARPU was $40.50, down $0.30 on a year-over-year basis.

The year-over-year decrease in ARPU was primarily attributable to promotional service plans, partially offset by continued demand for our 4G LTE service plans.

For the third quarter our CPGA was $202, up $8 over the third quarter of 2011.

This year-over-year increase is primarily driven by a 47% decrease in gross adds as compared to the three months ended September 30, 2011.

With the introduction of 4G LTE for All late in the third quarter, we do not expect the traditional decrease in CPGA during the fourth quarter.

Our CPU for the quarter was $18.38 as compared to $19.52 in the prior year's third quarter.

This year-over-year decrease was primarily driven by a decrease in retention expense for existing customers, a decrease in long distance cost, and a decrease in taxes and regulatory fees.

These items were partially offset by an increase in costs associated with our 4G LTE network upgrade and an increase in commissions paid to independent retailers for customer reactivations.

During the quarter, we experienced $2.47 in CPU directly related to handset upgrades, compared to $3.88 in the prior year's third quarter, and compared to $3.06 in the second quarter of 2012.

Adjusted EBITDA for the third quarter was $466 million, an increase of 42% year over year.

Our adjusted EBITDA margin for the quarter was 41.5%.

Over the first nine months of 2012, we've generated over $1.2 billion in adjusted EBITDA, compared to approximately $970 million in the first nine months of 2011, representing an increase of 24%.

On the trailing 12-month basis, we have generated approximately $1.6 billion in adjusted EBITDA, a record for the Company.

With the launch of 4G LTE for All, we expect adjusted EBITDA to decrease sequentially as a result of lower subscribers, promotional activities, and higher upgrades given our new and improved 4G LTE handset offerings, which will pressure CPU and translate into higher CPGA.

I'd now like to highlight a few items from the income statement and cash flow statement.

In the third quarter our service revenue and cost of service decreased 1% and 2% respectively to approximately $1.1 billion and $373 million respectively over the same quarter in 2011.

We generated $392 million in cash from operating activities in the quarter.

We incurred capital expenditures of $262 million during the third quarter.

Year to date we have spent a total of $588 million in capital expenditures.

Unlevered free cash flow on an LTM basis was $789 million, and totaled $204 million for the third quarter of 2012.

We generated $193 million in consolidated net income during the third quarter.

This amount includes a $53 million gain on settlement related to certain securities that was recognized during the quarter.

On a non-GAAP basis excluding the gain on settlement, net income would have been $140 million or $0.38 per common share for the third quarter of 2012, and $69 million or $0.19 per share in the prior year's third quarter, representing year-over-year growth in net income of over 100%.

We reaffirm our full-year 2012 guidance for capital expenditures of $900 million to $1 billion.

I'd now like to turn the call back over to Roger.

Thank you Braxton.

Before we begin the Q&A I want to talk about some recent events here at MetroPCS.

These are exciting times in the wireless industry, with our successful introduction of the first commercial 4G LTE service in the US now comprising over 12% of our subscriber base.

With the service launch, our customer experience evolved from voice-centric to a broadband data-centric experience.

This focus on high speed wireless data required a 4G LTE network.

With our recently announced combination with T-Mobile, we have the opportunity to provide an unparalleled 4G LTE experience.

I want to discuss four points about the compelling proposed combination of MetroPCS with T-Mobile USA.

First, spectrum -- we have spent the last couple of years looking to add spectrum to our current holdings.

Combining our spectrum with T-Mobile's spectrum portfolio is a significant strategic benefit in this transaction.

In our current coverage areas we have an average of 22 megahertz of spectrum.

Following this transaction, MetroPCS' major metropolitan areas will have an average of 83 megahertz of spectrum, almost a four-fold improvement.

Importantly, it also provides combined Company with a path to offer 4G LTE on the [A to B west] band over a 20 by 20 megahertz channel in a number of major metropolitan areas including New York City, Los Angeles, Dallas, and San Francisco, to name a few.

With this enhanced spectrum position, combined with MetroPCS's DaaS coverage in urban areas, network performance and capacity significantly increases.

This will enable a true broadband customer experience and will provide for greater in-building coverage.

Nationwide coverage -- currently MetroPCS serves approximately 102 million POPs.

When customers travel outside that footprint we pay other carriers' roaming fees.

In combination with T-Mobile, our combined networks will serve more than 280 million POPs.

This national platform will be a great value to MetroPCS customers and will enable superior cost metrics.

Market expansion -- we launched our last major metropolitan areas in 2009 with New York City and Boston.

With the combination we can bring the MetroPCS model not only to geographical areas that have limited pay-in-advance no-contract wireless offerings, but we can also expand nationally, utilizing the T-Mobile network.

This expansion creates a value leader within the fastest-growing part of the wireless industry.

At close, with greatly expanded distribution, we are uniquely positioned to leverage this expansion of our business model.

Synergies -- there are estimated to be $5 billion to $6 billion of network synergies and approximately $1 billion in non-network synergies, which in total provide for $6 billion to $7 billion in total estimated synergies.

Network synergies are driven primarily by the decommissioning of 10,500 macro sites.

After closing, by utilizing the T-Mobile network for new MetroPCS-branded customers, there will be reduced CapEx as well as roaming expense.

Looking forward, MetroPCS 4G LTE customers will be able to utilize the new combined 4G LTE network.

With our historically rapid upgrade rates and organic churn, our subscriber base can quickly migrate to the NewCo network.

Finally, MetroPCS's disruptive business model coupled with T-Mobile's strategic Challenger initiative provides a tremendous platform for growth.

I'm excited about this proposed combination which creates a leading value carrier in the US.

With that let's move to Q&A.

Operator?

(Operator Instructions)

Ric Prentiss, Raymond James.

A couple questions.

First, on -- and our thoughts are with everybody up in the Northeast and even the mid-Atlantic because they got hit pretty hard.

Us Floridians, we're used to hurricanes, but that's pretty tough.

First, on ARPU, what are you thinking the trends on ARPU are looking like in regards to the family plan mix verses LTE?

And, Tom, you were mentioning the $30 promotional plan.

What do you think that does as far as ARPU trends, but also maybe talking about gross add share now that you've got a handset lineup a little bit more exciting?

I'll take a first stab at that, Ric.

One thing I notice -- I was going back over some numbers, and if we go back to Q3, 2010, we were in the $39.70 range for ARPU.

So, over the last two years we have been able to actually increase ARPU an average of about $0.81 over the last 24 months.

So, I think, as the handset lineup moves to a more LTE-defined network, we're going to see more people utilizing the rate plans that we have.

We've put the $30 rate plan out there as promotional.

We believe it really does help door swings.

We have seen some very nice trending off of that.

We, obviously, want our customers to utilize the network.

But, remember, it only comes with 250 megabits of 4G data.

So once they get there, we think it's actually an opportunity to springboard the higher rate plans once they understand what the device can do and how they benefit from the network.

We think that can be a long-term positive.

But, again, with just rolling that out it's really too early to tell what any impact is.

We've certainly seen we think good traction, as Braxton has mentioned before, on the $25 rate plan.

It has really good economics on the network.

It comes with no data on the feature phone.

And we think that gives us a really good farm team promotion.

And, as mentioned, a large percentage of our new recruits on the 4G network are taking the $55 rate plan, which means that there is a great traction around that.

Our challenge in the fourth quarter, as always, is to stay relevant and get our message out there.

So rate plans I think will lead to stabilized ARPU, but it's really difficult to tell you what each individual rate plan will do for us.

It's going to be a mixture.

Okay.

And as far as share of gross adds.

Ric, I think it's fair to say that, with a $30 LTE plan and the $25 talk and text, that best case is flat.

You could be down sequentially, not significantly.

But of course the real positive there is a significant part of our mix is now LTE at the $55 and higher rate plans, which does somewhat mitigate the pressure.

I haven't gotten the deck yet.

What percent of your base upgraded in the quarter?

I got the dollar on a CPU basis, but what was the percent of the base that upgraded?

9%.

9?

Yes, compared to 12% in the prior-year third quarter.

Great.

Thanks guys.

You heard Tom's comments related to the significant increase in upgrades in September going into October.

Again, I just want to emphasize that, with the really affordable 4G LTE handsets, that we are going to see, what we believe, very significant, potentially higher than historical fourth-quarter upgrades which will pressure EBITDA during the quarter.

We have talked the last two quarters that the first wave of 4G LTE would be organic through the base, then translating into what we believe is new customers coming into the fold.

But, just want to emphasize that point.

The handsets that you're selling, will those phones be able to work on a T-Mobile network as they're looking at rolling out their LTE?

Obviously you'll have CDMA plus LTE, they'll have GSM plus LTE.

But will these phones that you're upgrading now be able to work easily onto a T-Mobile network post-closing?

Yes, because it's more of a banding issue for LTE.

Obviously, not the CDMA portion but the LTE will certainly work on the PCS [A to BS] bands.

Okay.

Thanks, Roger.

Phil Cusick, JPMorgan.

A couple questions.

First of all, last quarter your guidance was that marketing and upgrades would sort of increase significantly in the third quarter.

Marketing budget looks like it was more flattened down a little bit.

I was surprised the LTE for All effort didn't push that a little harder.

What was the sort of pacing, was July just so low that the spending in September didn't offset it?

As you know, Phil, we introduced the lineup with the first handset in late August.

And I think you're seeing a channel fill and the introduction of several phones.

One was the LG Motion, which is a very attractive phone.

And that was one of the leaders.

Then we followed by the ODM, the Yulong Coolpad, which was in the early September time frame.

We just went through a launch period and we're beginning to get traction in September.

So I'd look at this as a late third-quarter phenomenon for LTE.

And on CapEx, your guidance implies a pretty big acceleration in the fourth quarter.

Can you talk about any specific projects you are going to be driven there?

And, given the fairly short life span of your network under the current plan, why does it make sense to do that?

Thanks.

Well, first of all, then I will pass it over to Roger.

You know, Phil, I think that you should probably plan on it being at the low end of the guidance.

We certainly have a lot of projects that have been ongoing that are coming to fruition and completion.

We have talked about the significant microwave backhaul efforts and other things where we're going to have definitely a step up of CapEx during the fourth quarter.

But your expectation should be at the lower part of that range.

Roger?

Yes.

I think there is much momentum in the projects that we have, as Braxton mentioned.

But certainly our focus now is to carry on business in a very strong and robust way.

And -- until the uncertainties of this combination are completely known.

Good.

Thanks, guys.

Craig Moffett, Sanford Bernstein.

Roger, you talked optimistically about the growth prospects for the business after the merger.

Can you just talk a little bit about how you see getting there?

Is it the lower price LTE handsets that you think are going to take a lot of share from what has traditionally been the postpaid market, or is it market share within the prepaid segment?

How do you think about making this business really a growth platform again once you've gotten the deal done?

Well, that is an excellent question.

I think there are several components.

One is the fact that the national platform, I think, is an important piece.

Today, we have some limitations on roaming and the data rates that subscribers have as they go into or off network services.

So we can certainly take those limitations away.

I think one of the two major pieces is that, by the time we do have a combination, we'll be well along collectively on the LTE network build.

So I think that if we look past the 2013 where we will have the LTE network nationwide, I think there will be a substantial price opportunity reduction for handsets in that time frame.

Also, we expect that we can put our -- or transpose our business model into areas which, as we mentioned -- or I mentioned before today that either don't have our model or we think are great opportunities to introduce our business model.

But I think as far as what network we operate on, which I think is the substance of your question, Craig, I think we have two elements.

One is the LTE network.

But we also have a high speed 3G network which we believe corresponds also with some significant cost reduction on the GSM HSPA platform relative to what we have been spending on the CDMA platform.

So I think we've got a strong 3G strategy until the 4G has a substantial shall we say transition into a more mature state.

Just to follow up if I could.

My question wasn't so much about which platform network as much as it was sort of what's the basis for taking share as you go forward?

I understand moving out into new markets obviously gains some share for the MetroPCS brand.

And your lower price LTE handsets could presumably swing some people from postpaid to prepaid.

But how do you think about -- what the growth engine is for this business, given what we have seen happen to gross adds really across the prepaid space so far?

Well, first of all, I do think that there has been a, shall we say -- let me put it this way.

We expect another wave of interest in the no-contract area which I believe is still growing and expected to grow over the near term.

I think some estimates that I have seen in the various papers having it go to 20%, 30% in the next six to eight years or so, five to eight years.

So there is growth in that no-contract segment.

I think we can be a cost leader.

I think the modus operandi here with the Challenger strategy that T-Mobile has, and the renewed emphasis on cost reduction and cost containment, that I think we could be certainly a leader in the marketplace in terms of value in the no-contract service.

Craig, this is Tom.

Let me just kind of add this to Roger's point.

We've only really had 60 days of what I'll call price points in value where we've had retail price points out the door at $99 on a 4G device that's got a 1 gigahertz processor.

We now have $79 price after mail-in rebate on a device.

So, that's 60 days new in the marketplace.

And, as Roger has mentioned, we have been off of our marketing spend in the third quarter.

And that's going to ramp up in the fourth quarter, as we spoke about.

So, we think we have some areas to grow organically just in our own markets.

The other side of it is, we think there's maybe 25 million to 50 million new covered POPs outside of our marketplaces, greenfields if you will, but since we haven't had license-covered areas that we can take our distribution, our model in NewCo, and use that to grow our brand while the postpaid side of the house works on stabilization and doing the things that they need to do.

So, we see this as upside.

We see new opportunities.

Distribution is excited about what can happen in this combination.

Craig, this is Braxton.

Let me add a couple of other points.

The 25 million to 30 million additional POPs, that's the low hanging fruit.

That's major metropolitan areas where the model doesn't exist.

But I know you've heard us talk about the opportunity to take the MetroPCS brand and expand it into many other areas in the country, which we feel have been underserved.

We are doing that with existing T-Mobile network assets.

So, we are really leveraging a fixed cost to provide, I think, a real ROI opportunity for expansion of this brand in a cost leadership, price leadership way.

But, I think it's also worth noting that we also believe that NewCo is on the path to re-establish growth in the contract or postpaid area.

It's certainly been a difficult couple of years.

But with over $4 billion worth of network investments, with the Challenger strategy, with a robust handset line-up that continues to improve, we believe that T-Mobile Legacy is on the path of near stabilization in future quarters of the postpaid part of the business.

And that will turn to growth once the LTE network's laid out.

It's really a holistic view.

Don't forget, we are also going into a new company that has other business lines, other opportunities for growth other than traditional prepay and postpay.

So we're quite excited about the future.

Jennifer Fritzsche, Wells Fargo.

Just two quick questions, if I may.

Cost of services was down year over year.

I'm just wondering if LTE was the driver or just fewer subs.

Secondly, I apologize if I missed this, but on its call last week Sprint warned of Lifeline customers' churn spiking due to recertification process.

I know you don't have Lifeline customers.

Do you view that reset as an opportunity maybe for growth in the early part of next year?

Well, that is a good question on Lifeline.

I think there is going to be a number of resets as you say because there will be, I think, renewed interest at the FCC as to how they're paying for these customers, and there will be audits.

And we would expect there would be opportunities that fall out of that.

I think that the crux of what we have said is that I think we see our way through a very cost-efficient network design as we go through into '13 and then certainly the question about NewCo.

With a 20 by 20 channel for LTE service, that does bring about some significant opportunities for network efficiencies that we have not been able to realize typically on the 5 by 5 or less frequency.

So, I think -- I don't get off point here -- that the Lifeline customers I think right now are certainly in the -- at the very lowest end of the range, but we would want to provide offerings as we have now promotionally at the $30 range.

And then on top of that provide RCS service which I think is quite attractive.

And it provides a new range of utility for the phone.

So it gives an opportunity for those individuals who do have the resources to step up into a service which we think is not that far distance from shall we say the nominal Lifeline subscriber.

Jennifer, on your cost of service question, we certainly have had increased cost of service related to deploying the LTE network, both from a rental expense standpoint for any site enhancements as well as additional backhaul being layered in place.

Fortunately, we have been able to obtain some very large offsets to that.

Notably, among other things, we have had a significant decrease in our long distance expense.

This is something that's a continual quest for our engineering teams to see how we can drive potential costs out of the business.

Items such as direct connect with wireless peers and hitting certain volume targets to obtain more and better pricing, really, into what we are doing from a long distance standpoint.

So that's a piece of it.

The second piece of it is a decrease in taxes and regulatory fees.

Again, we are very, very focused on paying the correct, right, and fair amount of taxes and regulatory fees.

We're very active on a state and local basis about helping drive legislation, and we have seen some definite improvements in certain large jurisdictions that we do business in that help contribute to that also.

Great.

Thank you both.

Simon Flannery, Morgan Stanley.

I wonder if you could talk about any early evidence you have on LTE usage.

You talked about the 250 megabit plan.

We're obviously seeing some data that LTE is encouraging significantly higher usage than that.

Any early results and do you think you'll find people who take the 250 plan starting to upgrade fairly quickly to the higher $55 plan?

And then, any commentary on the macro factors?

Is that any major impact on the door swing activity this quarter?

Thanks.

Let me take the LTE upgrades and I will pass it off to Tom on the second part of your question.

I think, quite frankly, it is probably early, Simon, to assess the upgrades.

We have two options.

We have Top Up ability for our subscribers to increase their data package at any time during the month.

Or they can upgrade to another plan.

On the Unlimited plan, the range is pretty much in the 2 gigabyte to 2.5 gigabyte range.

So we know that there is roughly 10 times the magnitude of usage if people just were unbridled.

So the $30 package is really meant to give the people -- our customers, that is, service and then they can select the package for their individual habits.

But we will -- if I can just emphasize that, with the introduction of RCS services, that we will have on a single handset by tomorrow launch but on our entire line-up of new handsets, up to 10 handsets, by November 15 of this year, that we will have a platform whereby most people have used their PC for Skype for video calling.

That is one of the features which we call VoWiFi, or voice over Wi-Fi, that will be available through these handsets with RCS with a client downloaded over the top.

So, what we have is really a portable video calling device within the Wi-Fi range.

I think that's a very exciting service that will attract additional customers in order to have chats that can range from one to many type users on a single call.

Tom?

Just on macro trends, Simon, that appear to be out there.

Certainly we will see 4Q ramp up in advertising.

We'll see device opportunities in probably the postpaid space in big box whereby we may see BOGO and or that term free out there, depending upon the contract length and the service requirement.

We do see some trends toward shared data, obviously, people using shared buckets -- ARPU to ARPA, if you will, looking at shared accounts and what that means.

Certainly the headwinds in the economy.

This weekend and this week in the Northeast will certainly have an impact on business.

But we have seen the economy and the headwinds in certain geographic locations remain flat over the last four years, which has been difficult for some.

Then, lastly, I think to Jennifer's point, Lifeline.

There is a day of reckoning out there.

From what we can tell there is a little bit of noise on the hill that we need to get this program right.

When that does happen, there could be an opportunity for people to quote-unquote right-size their service provider and move to a platform that gives them what they need, but yet on a program that might be compliant.

So, those are the trends that we see.

Great.

Thank you.

Mike McCormack, Nomura Securities.

Maybe just a follow up to Simon's question.

I think he might have been asking about earlier thoughts on utilization.

But, what's the early take on the LTE customers as far as -- I know we are only a month in here, but how they're using the product, how much utilization they're actually using?

Secondly, for Braxton, if you look out at the margin profile, what do you view as a sustainable margin level in a quarter where you're going to have at least stable subscribers on an ongoing basis and organic basis?

Thanks.

I'll take the first part on the usage of customers.

Given the various plan size that we do have, ranging at the low end to 250 megabytes to the Unlimited plans that are priced on promotion at $55, I think the usage -- let me just deal with the Unlimited plans.

As I mentioned just a moment earlier, 2 to 2.5 gigabytes is a typical range for the Unlimited plan customers.

And that does not include their off-network or Wi-Fi usage, which could be substantial.

So, I think if we have a handle around the total usage I could give you a more robust answer.

But, obviously, where we're interested is on the on-network usage.

Braxton, do you have any thoughts on the second?

Yes.

On the margin profile, I think if you look at the historical trends, you will see that the last several years we've been -- when you look at a yearly basis where we have been putting on over 1 million net additions.

We've been in a margin range that's in the low 30%.

And that's while also making substantial investments in our business -- last two years building out an LTE network, upgrades that are approaching 60% of the base during the last several years.

So, at that growth level we think there is actually opportunity.

We are now built out on our LTE network.

We cover 97% of our covered POPs with LTE now.

We think we are in a place where we can start scaling that investment fairly significantly.

And, again, assuming growth profiles consistent with the past, we think there is an opportunity to get to the mid 30%s from a margin potential with this model.

Of course if you grew more rapidly, you are going to have more pressure.

If you grow a little less rapidly, you'd have higher margins.

That's great.

Thanks, guys.

James Ratcliffe, Barclays.

First of all, if I am doing the math right, it looks like your cost per upgrade was back to roughly [50%] '11 levels in the quarter.

Can you talk about what's driving that in particular and help us unpack whether it's lower wholesale costs, higher actual prices, lower subsidies, et cetera, and how that flows through the remainder of the year?

And, secondly, now that you've got Sprint also offering the iPad, how do we think about your tablet strategy, and do you think you need one?

Thanks.

I think that, again, when you look at the cost in CPU for upgrades, there was a sequential decrease and a fairly significant year-over-year stepdown.

When you're looking year over year, part of it is volume.

We did 12% of the base in the third quarter '11.

This year, we did 9% of the base.

But year over year there is also significant difference in the amount of subsidization that happened on a handset basis.

If you remember earlier in the year we said that for the second and third quarter we were going to emphasize cash flows and margins versus growth.

So, across the board we raised handset prices and have incurred less subsidy.

That's really a very key driver here.

When you look sequentially Q2 to Q3 where volumes were fairly equivalent as a percentage of the base, the biggest driver there is overall increases in pricing.

James, this is Tom.

I'll take the tablet question.

First of all, we look back on the tablet space and I don't know that there has been a device in CE history that had a margin compression any quicker over time -- outside of the iPad, obviously -- everybody trying to come into the tablet space.

Our view today is that devices like the Galaxy Note, Galaxy Note II -- they're in the 5, 5.3-inch -- actually serve that dual purpose.

We have just seen the iPad go from 10 down to 7.3.

I think there is a collapsing of tablet size.

It actually might lend itself actually to having voice on the tablet.

We would much rather prefer not to just have a tablet that's Wi-Fi.

Number one, that's just an accessory margin that we don't think fits well in our model.

If we ever got to a tablet we would have to have a tablet on LTE obviously and we have yet to see a device that we like in that space.

So, for now, we'll probably look at 5, 5.3-inch combination phone/pseudo tablets and see how that resonates.

Great.

Thanks.

And just a quick follow up on the first one.

With the launch and more aggressive LTE rollout in the back half of the year, should we expect the absolute level of subsidy per upgrade to rise again?

Absolutely, because the 4G LTE handsets do have a higher overall subsidy.

And, again, we are trying to be very clear in our comments that you should expect pressure on CPU and CPGA related to 4G LTE for All and these more affordable 4G LTE handsets being in the marketplace.

Great.

Thank you.

That concludes the question-and-answer session.

I would like to hand the conference back over to Braxton Carter for any additional or closing remarks.

Thank you, again, for participating on today's call.

We appreciate your interest in taking your time during this difficult time period in the Northeast to join us.

We appreciate the support of MetroPCS as we look forward to our next quarter of continued progress.

Operator?

Ladies and gentlemen, this concludes the MetroPCS Communications third-quarter 2012 conference call.

Thank you for your participation.

You may now disconnect and have a pleasant day.