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T-Mobile and MetroPCS Combination Complete—Wireless Revolution Just Beginning

  T-Mobile and MetroPCS Combination Complete—Wireless Revolution Just
  Beginning

  T-Mobile US to Ring NYSE Opening Bell as Trading Begins Today Under Ticker
                                    “TMUS”

Business Wire

BONN, Germany & BELLEVUE, Wash. -- May 01, 2013

Deutsche Telekom AG (XETRA: DTE; “Deutsche Telekom”) and T-Mobile US, Inc.
today announced the completion of the combination of T-Mobile USA, Inc. and
MetroPCS Communications, Inc., uniting two wireless innovators with one common
vision: to bring wireless consumers exciting new choices while delivering an
exceptional experience. The combined company, T-Mobile US, Inc., will begin
trading on the New York Stock Exchange today under the ticker “TMUS.”

“The combination of T-Mobile and MetroPCS creates an even stronger disruptive
force in the U.S. wireless market,” said John Legere, President & Chief
Executive Officer of T-Mobile US, Inc. “Together, as America’s Un-carrier,
we’ll continue our legacy of marketplace innovation by tearing up the old
playbook and rewriting the rules of wireless to benefit consumers.”

As previously announced, the Board of Directors of the combined company will
have 11 members, including two directors of MetroPCS who will continue with
the combined company. Tim Höttges, currently Deputy Chief Executive Officer
and Chief Financial Officer of Deutsche Telekom, will serve as Chairman of the
Board.

“By uniting T-Mobile and MetroPCS, we have created a dynamic new player in the
wireless industry that has the right strategy and management team in place to
compete successfully in today’s marketplace,” said Mr. Höttges. “We look
forward to realizing the tremendous potential of the new T-Mobile.”

A few facts about America’s Un-carrier:

  *2012 combined entity results would have reflected $24.8 billion of
    revenue, $6.4 billion of adjusted EBITDA^1, $3.7 billion of capital
    expenditures (excluding spectrum purchases)^2, and $2.7 billion of free
    cash flow^3.
  *Approximately 43 million subscribers as of March 31, 2013, two
    exceptionally strong brands, and 70,000 customer touch points.
  *A wider choice of outstanding wireless devices, including iPhone, offered
    through simple, affordable rate plans for unlimited talk, text, and Web –
    with no restrictive annual service contracts required.
  *The combined company's total PoP coverage is 301 million, of which 283
    million are covered by owned network. 228 million are currently served
    with 4G and 200 million are expected to be covered with 4G LTE by the end
    of 2013.
  *An enhanced spectrum position that will provide greater network coverage
    and deeper 4G LTE coverage in key markets across the country. Combining
    the two companies’ spectrum provides a path to at least 20+20 MHz of 4G
    LTE in approximately 90% of the top 25 metro areas in 2014 and beyond.
  *Target five-year (2012 – 2017) compounded annual growth rates in the range
    of 3% – 5% for revenues, 7% – 10% for EBITDA, and 15% – 20% for free cash
    flow.
  *Projected cost synergies of $6 – $7 billion (net present value^4), with
    additional potential upside from the focused geographic expansion of the
    MetroPCS brand.

Under the terms of the business combination agreement, MetroPCS effected a 1
for 2 reverse stock split, made a cash payment of $1.5 billion to its
stockholders (approximately $4.05 per share prior to the reverse stock split),
and acquired all of T-Mobile’s capital stock from Deutsche Telekom in exchange
for approximately 74% of MetroPCS’ common stock on a pro forma basis.

The combined company is headquartered in Bellevue, Washington and maintains a
significant presence in Richardson, Texas. The combined company will be led by
President & Chief Executive Officer, John Legere, with former MetroPCS Vice
Chairman and Chief Financial Officer, J. Braxton Carter, serving as CFO. As
previously announced, the combined company will operate T-Mobile and MetroPCS
as separate brands, led by Jim Alling and Thomas Keys, respectively, migrating
to a common network infrastructure and with common support functions.

To mark the successful completion of the transaction, Mr. Legere and several
customer-facing employees will ring the Opening Bell of the NYSE today, May 1,
2013.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures
(Unaudited)

Information regarding the 2012 combined revenues, adjusted EBITDA, capital
expenditures (excluding spectrum purchases), and free cash flow for the
combined company is presented for informational purposes only. These combined
company measures represent the sum of these financial measures for each
company in 2012. They are not intended to represent or be indicative of the
results of operations or financial position of the combined company had the
business combination been consummated on January 1, 2012, and should not be
taken as representative of the future results of operations or financial
position of the combined company. This press release includes non-GAAP
financial measures. The non-GAAP financial measures should be considered as a
complement to, but not as a substitute for, financial information determined
in accordance with GAAP.

^1 The following tables illustrate the historical 2012 calculations of
Adjusted EBITDA for T-Mobile USA, Inc. and MetroPCS Communications, Inc. and
reconcile Adjusted EBITDA for each company to each company’s net (loss)
income, which T-Mobile considers to be the most directly comparable GAAP
financial measure to Adjusted EBITDA.

^2 Capital Expenditures (excluding spectrum purchases) represent the sum of
each company’s capital expenditures (excluding spectrum purchases) for 2012.

^3 Free Cash Flow represents Adjusted EBITDA for each company (as calculated
above) less Capital Expenditures (excluding spectrum purchases) for each
company.

^4 NPV is calculated with a 9% discount rate and 38% tax rate.

                                      
T-Mobile USA, Inc.                       MetroPCS Communications, Inc.
                        Year ended       Dollars in      Year ended
Dollars in Millions    December31,     Millions       December31,
                        2012                             2012
Calculation of                           Calculation
Adjusted EBITDA:                         of Adjusted              
                                         EBITDA:
Net loss                $   (7,336)      Net income      $              394
Adjustments:                             Adjustments:
Interest expense to                      Depreciation
affiliates                  661          and                            641
                                         amortization
                                         Loss (gain)
Interest income             (77)         on disposal                    9
                                         of assets
Other (income)                           Stock-based
expense, net                5            compensation                   38
                                         expense
Income tax expense          350          Interest                       275
(benefit)                                expense
Depreciation and            3,187        Interest                       (2)
amortization                             income
                                         Other
Impairment charges          8,134        (income)                       (5)
                                         expense, net
Restructuring costs         85           Gain on                        (53)
                                         settlement
Other, net                 (123)        Provision for             213
                                         income taxes
Adjusted EBITDA         $   4,886        Adjusted        $          1,512
                                         EBITDA
                                        
                                                                        
Other, net for the year ended
December 31, 2012 represents a net
gain on an
AWS spectrum license purchase and
exchange, transaction-related costs
incurred for the terminated AT&T
acquisition of T-Mobile, and
transaction-
related costs incurred from the
proposed business combination with
MetroPCS
Communications. Other, net
transactions may not agree in total
to the other,
net classification in the
Consolidated Statements of
Operations and
Comprehensive Income (Loss) due to
certain routine operating
activities, such
as insignificant routine spectrum
license exchanges that would be
expected to
reoccur, and are therefore not
excluded from Adjusted EBITDA.
                                         

About T-Mobile US, Inc.

As America’s Un-carrier, T-Mobile US, Inc. (NYSE: “TMUS”) is redefining the
way consumers and businesses buy wireless services through leading product and
service innovation. The company’s advanced nationwide 4G and 4G LTE network
delivers outstanding wireless experiences for customers who are unwilling to
compromise on quality and value. Based in Bellevue, Wash., T-Mobile US, Inc.
operates its flagship brands, T-Mobile and MetroPCS. It currently serves
approximately 43 million wireless subscribers and provides products and
services through 70,000 points of distribution. For more information, please
visit: http://www.T-Mobile.com

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of
the U.S. federal securities laws. Any statements made herein that are not
statements of historical fact, including statements about T-Mobile US, Inc.’s
competitive position, strategy, growth plans and prospects, the expected
impact of its plans and strategies on the wireless industry, expected network
modernization and other advancements, expected access to capital, projected
growth rates, and projected synergies, are forward-looking statements.
Generally, forward-looking statements may be identified by words such as
“anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,”
“targets,” “views,” “may,” “will,” “forecast,” and other similar expressions.
The forward-looking statements speak only as of the date made, are based on
current assumptions and expectations, and involve a number of risks and
uncertainties. Important factors that could affect future results and cause
those results to differ materially from those expressed in the forward-looking
statements include, among others, the following: our ability to compete in the
highly competitive U.S. wireless telecommunications industry; adverse
conditions in the U.S. and international economies and markets; our ability to
successfully integrate the MetroPCS and T-Mobile businesses and realize
expected synergies and other benefits from the recent combination; the effects
of Deutsche Telekom’s controlling interest in us and its rights as a
controlling stockholder and a holder of a substantial amount of our debt
securities; our significant capital commitments and the capital expenditures
required to effect our business plan; our significant amount of indebtedness
and the limitations and obligations imposed by the provisions thereof; our
ability to adapt to future changes in technology, enhance existing offerings,
and introduce new offerings to address customers’ changing demands; write-offs
or changes in our accounting assumptions; the outcome of any pending,
threatened or potential litigation; changes in legal and regulatory
requirements, including any change or increase in restrictions on our ability
to operate our network; our ability to successfully maintain and improve our
network, and the possibility of incurring additional costs in doing so; major
equipment failures; security breaches related to the network or customer
information; severe weather conditions or other force majeure events;
disruptions of our key supply relationships; our ability to attract and retain
key members of management and train personnel; significant increases in
benefit plan costs or lower investment returns on plan assets; our ability to
maintain good labor relations; the availability of additional spectrum, our
ability to secure additional spectrum, or secure it at acceptable prices, when
we need it; and other risks described in MetroPCS’ annual report on Form 10-K,
filed with the Securities and Exchange Commission (SEC) on March 1, 2013, and
other filings filed with the SEC. You should not place undue reliance on these
forward-looking statements. We do not undertake to update forward-looking
statements, whether as a result of new information, future events or
otherwise, except as required by law.

Contact:

T-Mobile US, Inc.
Media Relations, 425-378-4002
mediarelations@t-mobile.com
Investor Relations, 212-424-2959
investor.relations@telekom.com
 
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