FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer
May 19, 2016

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

Commission file number:  333-12032

Mobile TeleSystems PJSC

(Exact name of Registrant as specified in its charter)

Russian Federation

(Jurisdiction of incorporation or organization)

4, Marksistskaya Street
Moscow 109147
Russian Federation

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F   x   Form 40-F   o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   o   No   x

Press release

Mobile TeleSystems Announces Financial Results for the First Quarter Ended March 31, 2016

May 19, 2016

Moscow, Russian Federation — Mobile TeleSystems PJSC (“MTS” NYSE: MBT; MOEX: MTSS), the leading telecommunications provider in Russia and the CIS, today announces its unaudited IFRS financial results for the three months ended March 31, 2016.

Key Financial Highlights of Q1 2016

·                  Consolidated group revenue increased 7.9% y-o-y to RUB 108.1 bln

·                  Total revenue in Russia rose 6.5% y-o-y to RUB 96.3 bln

·                  Mobile service revenue in Russia improved 1% y-o-y to RUB 71.1 bln

·                  Sales of goods in Russia increased 71% y-o-y to RUB 10.7 bln

·                  Active subscriber base grows 3.8% for the Group to 108.3 mln

·                  Group adjusted OIBDA remains stable on y-o-y basis at RUB 41.3 bln

·                  OIBDA in Russia improved slightly by 1.1% y-o-y at RUB 38.6 bln

·                  MTS reiterates its Group guidance for 2016:

·                  Group revenue growth of more than 4%

·                  Group adjusted OIBDA growth of -2 to +1%

·                  Reduction of Group CAPEX to RUB 85 bln

Key Corporate and Industry Highlights

·                  Entered the tower infrastructure market with the intention to develop a new business direction to managing existing tower infrastructure.

·                  The Board of Directors recommended that an annual general meeting of shareholders approve annual dividends of RUB 14.01 per ordinary MTS share (RUB 28.02 per ADR) or a total of RUB 28.0 bln based on the full-year 2015 financial results.

·                  The Board of Directors confirmed the Company’s new dividend policy, which implies a target payout of RUB 25.0 — 26.0 per ordinary MTS share (RUB 50.0 — 52.0 per ADR) per calendar year. The policy guarantees a minimum payout of RUB 20.0 per ordinary MTS share (or RUB 40.0 per ADR). The new policy will be in effect from 2016 — 2018.

·                  The Board of Directors tasked management to propose a share buyback program and allocate up to RUB 30 bln over three years.

·                  MTS PJSC took possession of shares representing 3.3% of charter capital with an intention to cancel the shares.

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Commentary

Mr. Andrei Dubovskov, President and CEO, commented, “We are pleased to announce the beginning of another successful year for MTS. Group revenue increased nearly 8% to over RUB 108 bln as we continue to execute on our 3D strategy. We continue to see sustained demand for data throughout our key markets, which continues to drive growth in both Russia and Ukraine. Macroeconomic factors and competitive issues continue to impact our performance in many ways, but in sum, our group revenue performance continues to pace the market.”

Mr. Dubovskov continued, “Despite continued macroeconomic volatility and increased competition, Group Adjusted OIBDA was roughly stable year-over-year at RUB 41.3 bln. While we see weakness in a number of our foreign subsidiaries due to macroeconomic issues or strategic developments, year-over-year growth in Russia OIBDA drove the group performance.”

Mr. Vasyl Latsanych, Chief Marketing Officer, commented, “For the year, total revenue in Russia increased by 6.5% to RUB 96.3 bln. Our mobile business revenue grew 6.6% as we see a continuation of trends that had previously defined our growth, in particular stronger data usage due to both the growth of customer usage and migration to data plans as smartphone penetration increased to 50.3%. The implementation of our retail strategy in Russia in the face of increased competitor behavior has led to higher handset sales and a 3.7% growth in subscribers as we focus more on sales through our proprietary retail channels.”

Mr. Latsanych continued, “In our fixed-line business, revenue increased slightly by 0.3% to RUB 15.4 bln. Growth continues to be driven by our increasing market share in B2C markets, in particular in Moscow where our broadband and pay-tv market shares continue to increase.”

“In Ukraine, revenue for the period improved by nearly 5% to UAH 2.8 bln. The obvious driver is data consumption, which is rising as we have rolled out 3G to 19 regional centers in Ukraine. We see strong take-up of traditional voice tariffs now being offered under the Vodafone brand with revised pricing on international calling.”

“Among our foreign subsidiaries, we note that revenue in Armenia fell year-over-year by over 16% as macroeconomic factors continue to impact usage of services such as international calling and roaming. In Turkmenistan, revenue also declined roughly 6% due to a slight decline in the active user base and macroeconomic-driven factors. In Uzbekistan, however, we continue to see strong revenue growth as we further develop our business in the market.”

Mr. Alexey Kornya, Vice President, Finance and Investments and Chief Financial Officer, further commented, “Group net income for the period increased 33.3% year-over-year to RUB 14.5 bln. In addition to OIBDA trends, primary factors here include a non-cash FOREX gain for the period of RUB 2.3 bln, due to ruble appreciation vis-à-vis our non-ruble denominated debt and the fact that we had reserves related to cash balances held in distressed banks in Ukraine in Q1 2015.”

“Free cash flow for the period amounted to RUB 20.5 bln, an increase of 37% year-over-year for the period. CAPEX spending of RUB 18 bln, or 28% lower than Q1 in 2015, was a key factor, as cash flows from operations was relatively stable. As we guided in March, we aim to reduce overall CAPEX spending this year to RUB 85 bln, which will support free cash flow this year.”

“In Q1, the Board of Directors confirmed the Company’s new dividend policy and recommended dividend payments for 2015 fiscal year. Under the new dividend policy, management sets a target payout of RUB 25.0 — 26.0 per ordinary MTS share (RUB 50.0 — 52.0 per ADR) per calendar year and guarantees a minimum payout of RUB 20.0 per ordinary MTS share (or RUB 40.0 per ADR). As part of the company’s long-stated ambition to equalize semi-annual payments, the Board recommended a dividend payment of 14.01 rubles per share (or 28.02 per ADR) based on full-year 2015 financial results. In accordance with the new dividend policy, the Board will review proposals for an interim dividend in Fall 2016, which combined with our upcoming proposed payment would translate to 25 to 26 rubles per share.”

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“Likewise, the Board has tasked management to consider the advisability of a share repurchase program as an additional way to create further shareholder value. As part of such a program, the Group could allocate up to RUB 30 bln to be spent over the next three years on the repurchase of shares.”

“By the end of the period, total debt stood at RUB 317 bln, a significant decrease from Q4 2015, but largely due to ruble appreciation in relation to our non-ruble denominated debt as well as some amortized payments in Q1. Our net debt/LTM Adjusted OIBDA declined slightly to 1.1x, a comfortable level for the Company and very low in relation to our peers. We remind investors that 97% of our non-ruble debt position is currently covered by a combination of hedges, short-term deposits and stable long-term investments, all of which are denominated in US dollar or Euro.”

Additional Information

MTS continues to see sustained macroeconomic volatility in its markets of operations that may impact the financial and operational performance throughout the Group.

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Conference Call

The conference call will start today at:

18:00 hrs (Moscow time)

16:00 hrs (London time)

11:00 hrs (US Eastern time)

To take part in the conference call, please dial one of the following telephone numbers and quote the confirmation code, 1448760

From Russia + 7 495 213 0978

From the UK: + 44(0)20 3427 1906

From the US: + 1212 444 0896

The conference call will also be available at: http://www.mtsgsm.com/news/reports/ via audio webcast.

A replay of the conference call will be available for seven days on the following telephone numbers:

From the US: +1 347 366 9565 PIN 1448760

From the UK: +44(0)20 3427 0598 PIN 1448760

This press release provides a summary of some of the key financial and operating indicators for the period ended December 31, 2015. For full disclosure materials, please visit http://www.mtsgsm.com/resources/reports/.

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Financial Summary

Russia Highlights

Ukraine Highlights

(1) Revenue, net of intercompany between mobile, fixed and integrated services

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Armenia Highlights

Turkmenistan Highlights

Uzbekistan Highlights

Belarus Highlights

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CAPEX Highlights

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For further information, please contact in Moscow:

Joshua B. Tulgan

Director, Corporate Finance & Investor Relations

Mobile TeleSystems PJSC

Tel: +7 495 223 2025

E-mail: ir@mts.ru

Learn more about MTS. Visit the official blog of the Investor Relations Department at www.mtsgsm.com/blog/ and follow us on Twitter: JoshatMTS

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Mobile TeleSystems PJSC (“MTS” - NYSE:MBT; MOEX:MTSS) is the leading telecommunications group in Russia, Central and Eastern Europe.  We provide wireless Internet access and fixed voice, broadband and pay-TV to over 100 million customers who value high quality of service at a competitive price. Our wireless and fixed-line networks deliver best-in-class speeds and coverage throughout Russia, Ukraine, Armenia, Turkmenistan, Uzbekistan and Belarus. To keep pace with evolving customer demand, we continue to grow through innovative products, investments in our market-leading retail platform, mobile payment services, e-commerce and IT solutions. For more information, please visit: www.mtsgsm.com.

* * *

Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of MTS, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify forward looking statements by terms such as “expect,” “believe,” “anticipate,” “estimate,” “intend,” “will,” “could,” “may” or “might,” and the negative of such terms or other similar expressions.  We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not undertake or intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. We refer you to the documents MTS files from time to time with the U.S. Securities and Exchange Commission, specifically the Company’s most recent Form 20-F. These documents contain and identify important factors, including those contained in the section captioned “Risk Factors” that could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, the severity and duration of current economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets; the impact of Russian, U.S. and other foreign government programs to restore liquidity and stimulate national and global economies, our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so, strategic actions, including acquisitions and dispositions and our success in integrating acquired businesses, potential fluctuations in quarterly results, our competitive environment, dependence on new service development and tariff structures, rapid technological and market change, acquisition strategy, risks associated with telecommunications infrastructure, governmental regulation of the telecommunications industries and other risks associated with operating in Russia and the CIS, volatility of stock price, financial risk management and future growth subject to risks.

(2)  Excluding costs of RUB 3.4 bln related to the acquisition of a 4G license in Russia in 2015 and RUB 2.6 bln in 2016

(3)  Excluding purchase of 3G license in Ukraine in the amount of RUB 7.0 bln in 2015

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Attachments to the First Quarter 2016
Earnings Press Release

Attachment A

Non-IFRS financial measures. This presentation includes financial information prepared in accordance with International Financial Reporting Standards, or IFRS, as well as other financial measures referred to as non-IFRS. The non-IFRS financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with IFRS. Due to the rounding and translation practices, Russian ruble and functional currency margins, as well as other non-IFRS financial measures, may differ.

Operating Income Before Depreciation and Amortization (OIBDA) and OIBDA margin. OIBDA represents operating income before depreciation and amortization. OIBDA margin is defined as OIBDA as a percentage of our net revenues. OIBDA may not be similar to OIBDA measures of other companies, is not a measurement under IFRS and should be considered in addition to, but not as a substitute for, the information contained in our consolidated statement of operations. We believe that OIBDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to fund discretionary spending such as capital expenditures, acquisitions of mobile operators and other investments and our ability to incur and service debt. While depreciation and amortization are considered operating costs under IFRS, these expenses primarily represent the non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior periods. Our OIBDA calculation is commonly used as one of the bases for investors, analysts and credit rating agencies to evaluate and compare the periodic and future operating performance and value of companies within the wireless telecommunications industry. We use a term Adjusted for OIBDA and operating income when there were significant excluded one off effects.  OIBDA can be reconciled to our consolidated statements of operations as follows:

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OIBDA margin can be reconciled to our operating margin as follows:

***

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Attachment B

Net debt represents total debt less cash and cash equivalents and short-term investments and long-term deposits. Our net debt calculation is commonly used as one of the bases for investors, analysts and credit rating agencies to evaluate and compare our periodic and future liquidity within the wireless telecommunications industry. The non-IFRS financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with IFRS.

Net debt can be reconciled to our consolidated statements of financial position as follows:

Free cash-flow can be reconciled to our consolidated statements of cash flow as follows:

(4)  Excluding purchases of 3G license in Ukraine in the amount of RUB 7.0 bln in Q1 2015 and 4G licenses in Russia in the amount of RUB 2.6 bln in Q1 2016

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LTM Adjusted OIBDA can be reconciled to our consolidated statements of operations as follows:

***

Attachment C

Definitions

Subscriber. We define a “subscriber” as an organization or individual, whose SIM-card:

·             shows traffic-generating activity or

·             accrues a balance for services rendered or

·             is replenished or topped off

Over the course of any three-month period, inclusive within the reporting period, and was not blocked at the end of the period.

***

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MOBILE TELESYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

AS OF MARCH 31,2016 AND AS OF DECEMBER 31,2015

(Amounts in millions of RUB)

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MOBILE TELESYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2016 AND 2015

(Amounts in millions of RUB except per share amount)