FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer
March 21, 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 Fourth Quarter and Full Year Ended December 31, 2015

March 21, 2016

Moscow, Russian Federation — Mobile TeleSystems PJSC (“MTS” NYSE: MBT; MOEX: MTSS), the leading telecommunications provider in Russia and the CIS, today announces its audited IFRS financial results for the three months and full year ended December 31, 2015.

Key Financial Highlights of FY 2015

·                  Consolidated group revenue increased 5.0% y-o-y to RUB 431.2 bln

·                  Total revenue in Russia rose 4.4% y-o-y to RUB 391.2 bln

·                  Mobile service revenue in Russia improved 2.0% y-o-y to RUB 296.2 bln

·                  Data traffic revenue in Russia grew 19.8% y-o-y to RUB 77.2 bln

·                  Handset sales in Russia increased 37.4% y-o-y to RUB 40.3 bln

·                  Active subscriber base grows 3.5% for the Group to 107.8 mln

·                  Group adjusted OIBDA declines 2.0% y-o-y to RUB 175.5 bln

·                  OIBDA in Russia steady y-o-y at RUB 165.1 bln

·                  MTS sets 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

·                  Won a federal spectrum auction in Russia and gained a lot in the 2.6 Ghz frequency range to provide services on the LTE-TDD standard

·                  Acquisition of the licenses to provision mobile telecommunications services in the GSM standard, LTE standard and its subsequent modifications in the 1710-1785 MHz and 1805-1880 MHz ranges in Amur Region, North-Ossetia-Alania, Orenburg Region, Perm Krai and in Komi-Perm District, for a total amount of RUB 1.91 bln through an auction held by The Federal Service for Supervision in the Sphere of Communications, Information Technologies and Mass Media (Roskomnadzor)

·                  Agreement with VimpelCom PJSC (the Beeline brand) to share LTE spectrum in the 2600 MHz range in 20 Russian regions beginning in 2016. Spectrum sharing will allow operators to double data transfer speeds available to the subscribers at peak speeds of 150 Mb/s

·                  Together with nine leading operators launched a new Partnering Operator Alliance that will allow partner businesses to more efficiently and quickly bring innovative products and services to customers around the world. Companies represented in the partnership can reach a potential customer base of around one billion customers in more than 80 countries around the world

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·                  Completion of acquisition of 100% of shares of NVision Group JSC (“NVision Group”), from subsidiaries of Sistema JSFC (LSE: SSA), the parent company of MTS, in accordance with the agreements signed and disclosed on July 17, 2015

·                  In December, MTS also finalized the merger of 4 wholly owned operational subsidiaries — Penza GSM JSC, Smarts-Ufa JSC, Smarts-Ivanovo JSC and Comstar-Regions CJSC, which continues its policy of simplifying its corporate structure and consolidating subsidiaries

·                  Paid out record dividend amount of RUB 25.17 per share, or a total of RUB 52.0 bln, during calendar year 2015

Commentary

Mr. Andrei Dubovskov, President and CEO, commented, “We are pleased to announce the conclusion of another successful year of growth for MTS. Group revenue increased 5% to over RUB 431 bln as we continue to execute on our 3D strategy. We see sustained demand for data throughout our markets of operation, and we were pleased to finally be able to bring high-speed data services to our customers in Ukraine with the acquisition of a 3G license early last year.”

Mr. Dubovskov continued, “Despite continued macroeconomic volatility, we finished the year 0.7 percentage points above our forecasted Adjusted OIBDA margin of 40%. For the year, adjusted Group OIBDA declined slightly by 2% to RUB 175.5 bln, primarily due to macroeconomic factors, regulatory changes in Ukraine and aggressive behavior by our competitors in retail distribution in Russia.”

Mr. Vasyl Latsanych, Chief Marketing Officer, commented, “For the year, total revenue in Russia increased by 4.4% to over RUB 391 bln. Over the course of the year, we saw a number of macroeconomic factors impact our business, but our overall robust mobile business overcame these challenges. Our mobile business revenue increased 5.2% not only due to the sustained growth in our active subscribers but also to the impact of increasing data traffic revenue, driven by the rise in smartphone penetration and data adoption.

Mr. Latsanych continued, “In our fixed-line business, revenue fell slightly in 2015 by 1.5%. However, we were encouraged by growth of 2.9% year-over-year in Q4 2015. This was driven by our steady growth in B2C market share; over the quarter, we increased our broadband subscriber base by close to 100,000 subscribers.”

In Ukraine, revenue for the year declined slightly by 0.6% to above UAH 10 bln. We have been steadily building out3G throughout Ukraine and launched in every major metropolitan market under the Vodafone brand, so that by the end of the year we could boast a network on par with our major competitor.

Among our foreign subsidiaries, we note that revenue in Armenia fell year-over-year by over 8% as macroeconomic factors impact usage of services like international calling and roaming. In Turkmenistan, revenue jumped 3.9% for the year, which was driven largely by increased usage. In Uzbekistan, however, we saw impressive revenue growth of over 51% Q-on-Q as we exceeded 1 million subscribers in Q4.

Mr. Alexey Kornya, Vice President, Finance and Investments and Chief Financial Officer, further commented, “Group net income declined 3.5% for the year to 49.5 billion rubles. In addition to OIBDA trends, primary factors for the decline include increased depreciation and amortization costs as we expand our networks and higher financing costs. Other market-specific items include an impairment charge related to our Armenia business; and losses from renewed operations in Uzbekistan.

Free cash flow for the year amounted to close to RUB 51 bln. This slight decline from 2014 primarily reflects OIBDA trends, but we obviously saw pressure from our Russian commercial strategy as higher handset sails negatively impact working capital. CAPEX overall was slightly higher than we anticipated largely due to currency volatility within our markets.

Recently, as part of our commitment to shareholder returns, we acquired shares representing 3.29% of MTS’s share capital as part of our liquidation of MTS Bermuda, a subsidiary which we established to execute a share

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buyback program in 2006. Since the shares are now held in treasury by PJSC MobileTeleSystems, they have no voting rights and, as such, we are not permitted to take dividends on these shares.

By the end of the period, total debt stood at RUB 348 bln. Our net debt/LTM OIBDA remains constant at 1.2x, a comfortable level for the Company and low by industry standards. Recent growth in this coefficient is largely currency-driven due to ruble volatility, but we remind investors that 97% of our non-ruble debt position is currently covered by a combination of short-term deposits and stable long-term investments all of which are denominated in US dollar or Euro. We remain focused on sustaining a strong balance sheet and identifying further ways to optimize our debt portfolio.

Mr. Dubovskov continued, “Looking ahead to 2016, we expect growth in Group revenue to exceed 4%. Key factors will include:

·                  overall business activity and customer behavior in this volatile macro environment

·                  growth of data usage in our markets of operation

·                  handset sales and commercial strategies in response to our competitors’ aggressiveness in retail; and

·                  growth of B2C broadband and pay-tv services in Russia.

As for adjusted Group OIBDA, we anticipate growth in a range from -2% to +1% for the year. Our markets remain volatile due to a number of factors, including:

·                  heightened competition in retail distribution in Russia due to aggressive behavior by our competitors;

·                  the build-out of 3G in Ukraine and non-market factors impacting our profitability;

·                  developments in other foreign subsidiaries; and

·                  macroeconomic factors and currency volatility throughout our markets of operation.

We also anticipate reducing spending on capital investments by RUB 11 bln to RUB 85 bln for the upcoming year.

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)

15:00 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, 1907472

From Russia + 7 495 705 9450

From the UK: + 44(0)20 3427 1911

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 1907472

From the UK: +44(0)20 3427 0598 PIN 1907472

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 operations

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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.

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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 3.381 mln related to the acquisition of a 4G license in Russia in 2015

(3)  Excluding purchase of 3G license in Ukraine in the amount of RUB 7,044 mln in 2015

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Attachments to the Fourth Quarter 2015

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 and Adjusted 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, long-term deposits and effect of hedging of non-ruble denominated debt. 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: