Metro PCS 2011 Annual Report Download - page 63

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• announcements of, rumors of, or the consummation of mergers, acquisitions, strategic alliances or significant
agreements, or resources of, or lack of, any of the foregoing, by us or by our competitors;
• announcements by us or competitors of significant contracts, commercial relationships or capital commitments;
• announcement by us regarding the entering into, or termination of, material transactions or agreements;
• sales of our common stock by our directors, executive officers or affiliates or significant stockholders;
• the amount of short interest in our securities;
• volatility in stock market prices and volumes, which is particularly common among securities of telecommunications
companies;
• the general state of the U.S. and world economies;
• the availability or perceived availability of additional capital in general and our access to such capital;
• availability of additional spectrum, whether by the announcement, commencement, bidding and closing of auctions for
new spectrum or acquisitions of other businesses;
• recruitment or departure of key personnel, management or board members; and
• failure to timely file periodic reports.
In addition, the stock market has been generally volatile and has experienced significant price and volume fluctuations,
which may continue for the foreseeable future. This volatility has had a significant impact on the trading price of securities
issued by many companies, including companies in the telecommunications industry. The trading price of our stock has fallen
significantly since our initial public offering. These changes frequently occur irrespective of the operating performance of the
affected companies. Hence, the trading price of our common stock could fluctuate based upon factors that have little or nothing
to do with our business, financial condition and operating results. The price volatility and continued decrease in our stock price
could subject us to takeover bids, actions by the NYSE and possible losses for stockholders.
Your ownership interest could be diluted by future issuances of shares that our Board has the authority to issue, and such
future issuances or sales of such shares may adversely affect the market price of MetroPCS' common stock.
We have registered all shares of common stock that we may issue under our equity incentive compensation plans; thus, when
we issue shares under these plans, the shares generally can be freely sold in the public market subject to any requirements
under the Securities Act. We also have granted certain of our stockholders the right to require us to register their shares of our
common stock. Our Articles of Incorporation currently allows us to have up to one billion shares of common stock outstanding
which is substantially more than the number of shares of common stock currently outstanding. We also have filed a shelf
registration statement with the SEC, which allows us to issue registered debt, equity and other securities, including common
stock, preferred stock, debt securities and guarantees of debt securities, in addition to the amounts already outstanding. The
securities registered under this universal shelf registration statement could be offered from time to time with little or no
advance notice, separately or together, directly by us or through underwriters, at amounts, prices, interest rates and other terms
and conditions to be determined at the time of any offering. In addition, in connection with any potential transaction we may
agree to issue additional shares of common stock and, depending on the amount we issue, we may need shareholder approval.
If we register, or propose to register, any additional securities under the Securities Act, either for our own account or for the
account of security holders exercising registration rights, or otherwise the number of shares subject to registration could
increase and your interest could be significantly diluted and the sale of these shares may have a negative impact on the market
price for our common stock. Further, the sale or issuance of a substantial amount of our common stock, or the possibility of
such a sale, including sales by significant stockholders or executives of the Company, may reduce the market price of our
common stock and could impede our ability to raise future capital through the issuance of equity securities at a time and at a
price we deem appropriate.
If we fail to manage our planned growth effectively and maintain an effective system of internal controls, we may not be
able to accurately report our financial results or prevent fraud.
We have experienced rapid growth and development in a relatively short period of time and expect to continue to experience
growth in the future. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent
fraud and to comply with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations of the
SEC, collectively referred to as SOX. SOX requires us to furnish a report of management's assessment of the design and
effectiveness of our internal control over financial reporting as part of our Annual Report on Form 10-K filed with the SEC, and
our management also is required to report on the effectiveness of our disclosure controls and procedures. We regularly evaluate