Metro PCS 2011 Annual Report Download - page 42

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unless it does so through a general rulemaking. This provision may circumscribe the FCC's ability to limit eligibility on an
auction by auction basis. If the FCC does not adopt a rulemaking limiting eligibility for the auction of new spectrum, we may
have difficulty acquiring such spectrum for prices we can afford, or at all.
Further, if we participate in a future FCC auction for additional spectrum, the FCC anti-collusion rules place certain
restrictions on business communications and disclosures by participants in an FCC auction. These anti-collusion rules may
restrict the normal conduct of our business and/or disclosures relating to an FCC auction, which historically have lasted
between three to six months or more. These restrictions could have an adverse effect on our business, financial condition and
operating results.
We may undertake mergers, acquisitions or strategic transactions that could result in operating difficulties, dilution and
distraction from our business.
We may in the future expand our business, the markets in which we operate or the services provided, through the acquisition
of selected spectrum or operating markets from other telecommunication service providers, the acquisition of additional
spectrum from FCC auctions or auctions in other countries or from third parties, the acquisition of other telecommunication
service providers or through business combinations or other strategic transactions. Any such transactions can entail risk, may
not be consummated, may require a disproportionate amount of our management and financial resources, may require us to sell
additional equity or debt, may divert management's attention, and may create various operating difficulties and expenditures,
among which may include:
• uncertain revenues and expenses, including difficulty in achieving projected synergies, with the result that we may not
realize the growth in revenues, anticipated cost structure, profitability, or return on investment that we expect;
• difficulty integrating the acquired business, technologies, services, spectrum, products, operations and personnel of the
acquired businesses while maintaining uniform standards, controls, policies and procedures;
• difficulty converting customers to or retaining customers with our network, services, customer care and billing
platforms;
• disruption of ongoing business;
• impact on our cash and available credit lines for use in financing future growth and working capital needs;
• obligations imposed on us by counterparties in such transactions that limit our ability to obtain additional financing,
our ability to compete in geographic areas or specific lines of business, or other aspects of our operational flexibility;
• increasing cost and complexity of assuring the implementation and maintenance of adequate internal control and
disclosure controls and procedures, and of obtaining the reports and attestations required under the Exchange Act;
• loss of or inability to attract and retain key personnel;
• delayed implementation of services, products and technology pending any regulatory approval of such transaction;
• impairment of relationships with employees, customers or vendors;
• difficulties in consolidating and preparing our financial statements due to poor accounting records, weak financial
controls and, in some cases, procedures at acquired entities not based on U.S. GAAP;
• changes to our business, our distribution strategies, our business model or our service plans;
• inability to predict or anticipate market developments and capital commitments relating to the transaction; and
• with respect to any spectrum acquisition in a foreign country, difficulties and expenditures associated with operating in
a foreign jurisdiction.
The anticipated benefit to us of any strategic transaction, acquisition or merger may never materialize or may materialize
more slowly than anticipated. Future investments, acquisitions, dispositions, or similar arrangements could result in dilutive
issuances of our equity securities, the reduction in our cash reserves, the incurrence of additional debt, contingent liabilities or
amortization expenses, or write-offs of goodwill, any of which could have an adverse effect on our business, financial condition
and operating results.
Additionally, our expected growth and any acquisitions or business combinations will also require stringent control of costs,
diligent management of our network infrastructure and our growth, increased capital requirements, increased costs associated
with marketing activities, the attraction and retention of qualified management, technical and sales personnel, the training and
management of new personnel, and the design and implementation of financial and management controls. Our growth will, and
any acquisitions or business combinations may, challenge the capacity and abilities of existing employees and future employees