##### 





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the
    transition period
    from          to    Commission file
    number: 0-32421
      NII HOLDINGS, INC.
 (Exact name of registrant as
    specified in its charter)
   Delaware

91-1671412(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)1875 Explorer Street, Suite 1000
    Reston, Virginia(Address of Principal
    Executive Offices)

20190(Zip
    Code)   (703)390-5100
 (Registrants Telephone
    Number, Including Area Code)
   Not Applicable
 (Former Name, Former Address and
    Former Fiscal Year, if Changed Since Last Report)
  þ o
    Large accelerated filer
    þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
  þ o
    Number of Shares OutstandingTitle of Class

on May 1, 2008Common Stock, $0.001 par value per share

167,567,535




---



##### 





NII
    HOLDINGS, INC. AND SUBSIDIARIES
  INDEX
  PagePart I. Financial Information.Item 1.


Financial StatementsCondensed Consolidated Balance Sheets  As of
    March 31, 2008 and December 31, 2007


2Condensed Consolidated Statements of Operations and
    Comprehensive Income  For the Three Months Ended
    March 31, 2008 and 2007


3Condensed Consolidated Statement of Changes in
    Stockholders Equity  For the Three Months Ended
    March 31, 2008


4Condensed Consolidated Statements of Cash Flows  For
    the Three Months Ended March 31, 2008 and 2007


5Notes to Condensed Consolidated Financial Statements


6Item 2.


Managements Discussion and Analysis of Financial Condition
    and Results of Operations


17Item 3.


Quantitative and Qualitative Disclosures About Market Risk


45Item 4.


Controls and Procedures


46Part II. Other Information.Item 1.


Legal Proceedings


48Item 1A.


Risk Factors


48Item 2.


Unregistered Sales of Equity Securities and Use of Proceeds


48Item 6.


Exhibits


48  1




---



##### 



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements. NII
    HOLDINGS, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands, except par values)
 Unaudited
  March 31,


December 31,2008


2007ASSETSCurrent assetsCash and cash equivalents

$
1,385,424


$
1,370,165Short-term investments


235,823



241,764Accounts receivable, less allowance for doubtful accounts of
    $28,332 and $20,204


467,876



438,348Handset and accessory inventory


132,189



107,314Deferred income taxes, net


127,470



121,512Prepaid expenses and other


137,089



110,736Total current assets


2,485,871



2,389,839Property, plant and equipment, net


1,980,240



1,853,082Intangible assets, net


409,891



410,447Deferred income taxes, net


552,607



541,406Other assets


275,037



241,962Total assets

$
5,703,646


$
5,436,736LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable

$
125,792


$
125,040Accrued expenses and other


447,810



436,703Deferred revenues


116,665



109,640Accrued interest


19,807



12,439Current portion of long-term debt


72,733



70,448Total current liabilities


782,807



754,270Long-term debt


2,353,744



2,196,069Deferred revenues


32,138



32,892Deferred credits


149,512



158,621Other long-term liabilities


140,055



126,511Total liabilities


3,458,256



3,268,363Commitments and contingencies (Note 5)Stockholders equityUndesignated preferred stock, par value $0.001,
    10,000 shares authorized  2008 and 2007, no
    shares issued or outstanding  2008 and 2007






Common stock, par value $0.001, 600,000 shares
    authorized  2008 and 2007, 167,191 shares issued
    and outstanding  2008, 169,910 shares issued and
    outstanding  2007


167



170Paid-in capital


1,018,433



1,091,672Retained earnings


1,117,368



1,003,799Accumulated other comprehensive income


109,422



72,732Total stockholders equity


2,245,390



2,168,373Total liabilities and stockholders equity

$
5,703,646


$
5,436,736    2




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS
 AND
    COMPREHENSIVE INCOME
 (in thousands, except per share amounts)
 Unaudited
  Three Months Ended March 31,2008


2007Operating revenuesService and other revenues

$
947,764


$
691,841Digital handset and accessory revenues


45,453



22,924993,217



714,765Operating expensesCost of service (exclusive of depreciation and amortization
    included below)


267,422



188,895Cost of digital handset and accessory sales


125,776



91,083Selling, general and administrative


314,069



225,142Depreciation


86,214



65,364Amortization


7,938



1,644801,419



572,128Operating income


191,798



142,637Other income (expense)Interest expense, net


(41,388
)


(24,329
)Interest income


18,940



10,212Foreign currency transaction gains (losses), net


2,905



(3,532
)Other (expense) income, net


(4,529
)


1,827(24,072
)


(15,822
)Income before income tax provision


167,726



126,815Income tax provision


(54,157
)


(42,651
)Net income

$
113,569


$
84,164Net income, per common share, basic

$
0.67


$
0.52Net income, per common share, diluted

$
0.65


$
0.47Weighted average number of common shares outstanding,
    basic


169,351



161,870Weighted average number of common shares outstanding,
    diluted


188,112



185,868Comprehensive income, net of income taxesForeign currency translation adjustment

$
36,599


$
(4,915
)Reclassification for (losses) gains on derivatives included in
    other (expense) income, net


(6
)


385Unrealized gains on derivatives, net


97



206Other comprehensive income (loss)


36,690



(4,324
)Net income


113,569



84,164Total comprehensive income

$
150,259


$
79,840    3




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS
    EQUITY
 For the Three Months Ended March 31, 2008
 (in thousands)
 Unaudited
  AccumulatedOther


TotalCommon Stock


Paid-in


Retained


Comprehensive


StockholdersShares


Amount


Capital


Earnings


Income


EquityBalance, January 1, 2008


169,910


$
170


$
1,091,672


$
1,003,799


$
72,732


$
2,168,373Net income














113,569







113,569Other comprehensive income


















36,690



36,690Purchase of common stock


(2,728
)


(3
)


(102,605
)










(102,608
)Share-based payment expense for equity-based awards










18,859











18,859Exercise of stock options


9







192











192Tax benefit on prior periods stock option exercises










10,315











10,315Balance, March 31, 2008


167,191


$
167


$
1,018,433


$
1,117,368


$
109,422


$
2,245,390    4




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Three Months Ended March 31, 2008 and
    2007
 (in thousands)
 Unaudited
  2008


2007Cash flows from operating activities:Net income

$
113,569


$
84,164Adjustments to reconcile net income to net cash provided by
    operating activities:Amortization of debt financing costs


2,219



1,108Depreciation and amortization


94,152



67,008Provision for losses on accounts receivable


18,368



10,114Foreign currency transaction (gains) losses, net


(2,905
)


3,532Deferred income tax (benefit) provision


(9,290
)


18,042Utilization of deferred credit






(1,886
)Share-based payment expense


18,772



13,199Excess tax benefit from share-based payment


(6,929
)


(1,818
)Accretion of asset retirement obligations


1,762



1,372Loss on short-term investments


2,987



Other, net


(781
)


1,018Change in assets and liabilities:Accounts receivable, gross


(43,074
)


(29,659
)Handset and accessory inventory


(24,323
)


(36,170
)Prepaid expenses and other


(23,657
)


(35,079
)Other long-term assets


(32,803
)


(27,913
)Accounts payable, accrued expenses and other


37,723



(8,503
)Current deferred revenue


5,847



4,310Other long-term liabilities


4,125



1,792Net cash provided by operating activities


155,762



64,631Cash flows from investing activities:Capital expenditures


(205,759
)


(171,997
)Payments for acquisitions, purchases of licenses and other


(1,926
)


(13,917
)Proceeds from sales of short-term investments


81,367



Purchase of short-term investments


(78,193
)


Other


(4
)


751Net cash used in investing activities


(204,515
)


(185,163
)Cash flows from financing activities:Payments to purchase common stock


(102,608
)


Borrowings under syndicated loan facilities


125,000



Proceeds from stock option exercises


192



7,492Excess tax benefit from share-based payment


6,929



1,818Proceeds from tower financing transactions


27,271



2,929Repayments under capital leases and tower financing transactions


(1,826
)


(1,233
)Net cash provided by financing activities


54,958



11,006Effect of exchange rate changes on cash and cash
    equivalents


9,054



(5,990
)Net increase (decrease) in cash and cash equivalents


15,259



(115,516
)Cash and cash equivalents, beginning of period


1,370,165



708,591Cash and cash equivalents, end of period

$
1,385,424


$
593,075    5




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Unaudited
  Note 1.
    Basis of
    Presentation  General.
  Form 10-K.
  Accumulated Other Comprehensive
    Income.
  March 31,


December 31,2008


2007(in thousands)Cumulative foreign currency translation adjustment

$
111,232


$
74,633Unrealized losses on derivatives


(1,810
)


(1,901
)$
109,422


$
72,732   Supplemental
    Cash Flow Information.
  Three Months EndedMarch 31,2008


2007(in thousands)Capital expendituresCash paid for capital expenditures, including capitalized
    interest

$
205,759


$
171,997Change in capital expenditures accrued and unpaid or financed,
    including accreted interest capitalized


(14,242
)


(4,475
)$
191,517


$
167,522Interest costsInterest expense, net

$
41,388


$
24,329Interest capitalized


1,717



1,702$
43,105


$
26,031Cash paid for interest, net of amounts capitalized

$
20,323


$
22,393Cash paid for income taxes

$
42,612


$
29,999     Net Income Per Common Share, Basic and
    Diluted.
 6




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Three Months Ended March 31, 2008


Three Months Ended March 31, 2007Income


Shares


Per Share


Income


Shares


Per Share(Numerator)


(Denominator)


Amount


(Numerator)


(Denominator)


Amount(in thousands, except per share data)Basic net income per share:Net income

$
113,569



169,351


$
0.67


$
84,164



161,870


$
0.52Effect of dilutive securities:Stock options






1,461











4,720Restricted stock






168











1,020Convertible notes, net of capitalized interest and taxes


7,937



17,132







2,967



18,258Diluted net income per share:Net income

$
121,506



188,112


$
0.65


$
87,131



185,868


$
0.47   Purchase of Common Stock.
  Reclassifications.
  New Accounting Pronouncements. No. 157-1, No. 157-1, No. 157-2, No. 157-2,
 7




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 157-2,
         8




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. FAS 142-3, No. 142-3. No. 142-3 No. 142-3 No. 142-3 No. 142-3
  Note 2.
    Fair
    Value Measurements    Level 1:
  Level 2:
  Level 3:
    Fair Value Measurements as of March 31, 2008


Fair Value as ofUsing the Fair Value Hierarchy


March 31,Short-Term Investments

Level 1


Level 2


Level 3


2008Available for sale securities  Nextel Brazil
    investments

$
78,364


$



$



$
78,364Available for sale securities  Enhanced cash fund






157,459







157,459$
78,364


$
157,459


$



$
235,823    9




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Note 3.
    Intangible
    Assets    March 31, 2008


December 31, 2007Gross





Net


Gross





NetCarrying


Accumulated


Carrying


Carrying


Accumulated


CarryingValue


Amortization


Value


Value


Amortization


Value(In thousands)Amortizable intangible assets:Licenses

$
454,147


$
(44,256
)

$
409,891


$
446,222


$
(35,775
)

$
410,447Customer base


43,281



(43,281
)






42,617



(42,617
)


Trade name and other


1,822



(1,822
)






1,796



(1,796
)


Total intangible assets

$
499,250


$
(89,359
)

$
409,891


$
490,635


$
(80,188
)

$
410,447  10




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    EstimatedAmortizationYears

Expense2008

$
31,1062009


31,7992010


31,7992011


31,7992012


31,799     Note 4.
    Debt    March 31,


December 31,2008


2007(in thousands)3.125% convertible notes due 2012

$
1,200,000


$
1,200,0002.75% convertible notes due 2025


349,996



349,996Brazil syndicated loan facility


300,000



175,000Mexico syndicated loan facility


281,306



279,355Tower financing obligations


207,467



177,199Capital lease obligations


78,057



75,436Brazil spectrum license financing


9,566



9,446Other


85



85Total debt


2,426,477



2,266,517Less: current portion


(72,733
)


(70,448
)$
2,353,744


$
2,196,069   3.125% Convertible Notes.
  2.75% Convertible Notes.
  Brazil Syndicated Loan Facility.
 11




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Tower Financing Obligations.
  Note 5.
    Commitments
    and Contingencies  Brazilian
    Contingencies.
      Argentine
    Contingencies.
    Turnover Tax.
   12




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Universal Service Tax.
     13




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Legal
    Proceedings.
    Note 6.
    Income
    Taxes  non-U.S. jurisdictions
    Unrecognized tax benefits at December 31, 2007

$
67,955Additions for current year tax positions


4,827Foreign currency translation adjustment


761Unrecognized tax benefits  March 31, 2008

$
73,543   non-U.S. deductions
      10-year
 14




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Note 7.
    Segment
    Reporting    15




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Corporate


IntercompanyMexico


Brazil


Argentina


Peru


and other


Eliminations


Consolidated(in thousands)Three Months Ended March 31, 2008Service and other revenues

$
493,315


$
286,316


$
114,967


$
51,696


$
1,796


$
(326
)

$
947,764Digital handset and accessory revenues


15,057



15,169



11,065



4,162











45,453Operating revenues

$
508,372


$
301,485


$
126,032


$
55,858


$
1,796


$
(326
)

$
993,217Segment earnings (losses)

$
191,752


$
81,390


$
39,378


$
12,061


$
(38,631
)

$



$
285,950Management fee


(8,398
)














8,398







Depreciation and amortization


(46,099
)


(31,949
)


(8,668
)


(4,926
)


(2,608
)


98



(94,152
)Operating income (loss)


137,255



49,441



30,710



7,135



(32,841
)


98



191,798Interest expense, net


(16,062
)


(13,265
)


(658
)


(17
)


(13,354
)


1,968



(41,388
)Interest income


10,569



997



1,267



291



7,784



(1,968
)


18,940Foreign currency transaction gains (losses), net


4,160



(1,747
)


430



(191
)


253







2,905Other (expense) income, net


(79
)


(1,197
)


28



1



(3,282
)






(4,529
)Income (loss) before income tax

$
135,843


$
34,229


$
31,777


$
7,219


$
(41,440
)

$
98


$
167,726Capital expenditures

$
50,060


$
103,399


$
16,607


$
8,820


$
12,631


$



$
191,517Three Months Ended March 31, 2007Service and other revenues

$
395,120


$
164,372


$
91,133


$
40,935


$
565


$
(284
)

$
691,841Digital handset and accessory revenues


5,060



8,134



6,912



2,818











22,924Operating revenues

$
400,180


$
172,506


$
98,045


$
43,753


$
565


$
(284
)

$
714,765Segment earnings (losses)

$
153,754


$
45,906


$
31,761


$
9,080


$
(30,856
)

$



$
209,645Management fee


(9,900
)














9,900







Depreciation and amortization


(33,171
)


(19,769
)


(7,242
)


(5,288
)


(1,636
)


98



(67,008
)Operating income (loss)


110,683



26,137



24,519



3,792



(22,592
)


98



142,637Interest expense, net


(14,212
)


(6,521
)


(494
)


(37
)


(5,463
)


2,398



(24,329
)Interest income


7,183



147



899



197



4,184



(2,398
)


10,212Foreign currency transaction (losses) gains, net


(4,650
)


575



476



44



23







(3,532
)Other income (expense), net


2,338



(765
)


247







7







1,827Income (loss) before income tax

$
101,342


$
19,573


$
25,647


$
3,996


$
(23,841
)

$
98


$
126,815Capital expenditures

$
92,983


$
52,289


$
9,929


$
10,797


$
1,524


$



$
167,522March 31, 2008Property, plant and equipment, net

$
826,274


$
752,993


$
190,934


$
111,487


$
98,620


$
(68
)

$
1,980,240Identifiable assets

$
2,471,701


$
1,708,435


$
472,488


$
239,047


$
812,043


$
(68
)

$
5,703,646December 31, 2007Property, plant and equipment, net

$
803,393


$
673,462


$
183,889


$
107,532


$
84,972


$
(166
)

$
1,853,082Identifiable assets

$
2,297,580


$
1,540,227


$
444,125


$
231,018


$
923,952


$
(166
)

$
5,436,736  16




---



##### 



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  INDEX TO
    MANAGEMENTS DISCUSSION AND ANALYSIS
    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Introduction


18Business Overview


18Digital Handsets in Commercial Service


21Critical Accounting Policies and Estimates


21Ratio of Earnings to Fixed Charges


22Reclassifications


22Results of Operations


22a. Consolidated


23b. Nextel Mexico


28c. Nextel Brazil


31d. Nextel Argentina


34e. Nextel Peru


36f. Corporate and other


38Liquidity and Capital Resources


39Future Capital Needs and Resources


40Forward Looking Statements


43Effect of New Accounting Standards


44  17




---



##### 



Introduction    
    our consolidated financial condition and results of operations
    for the three-month periods ended March 31, 2008 and
    2007; and
    significant factors which we believe could affect our
    prospective financial condition and results of operations.  Form 10-K,
 Business
    Overview  ® tm
    
    mobile telephone service, including advanced calling features
    such as speakerphone, conference calling, voice-mail, call
    forwarding and additional line service;
    Nextel Direct
    Connect®
    service, which allows subscribers anywhere on our network to
    talk to each other instantly, on a push-to-talk
    basis, private one-to-one call or group call;
    International Direct
    Connect®
    service, together with Sprint Nextel Corporation and
    TELUS Corporation, which allows subscribers to communicate
    instantly across national borders with our subscribers in
    Mexico, Brazil, Argentina, Peru and Chile, with Sprint Nextel
    Corporation subscribers using compatible handsets in the United
    States and, except for our customers in Chile, with TELUS
    subscribers using compatible handsets in Canada;
    text messaging services, mobile internet services,
    e-mail
    services including
    Blackberrytm
    services, location-based services, which include the use of
    Global Positioning System (GPS) technologies, digital media
    services and advanced
    Javatm
    enabled business applications; and
    international roaming services.     18




---



##### 



Focusing on Major Business Centers in Key Latin American
    Markets.
  Targeting High Value Customers.
  Providing Differentiated Services.
  Delivering Superior Customer Service.
 19




---



##### 



Selectively Expanding our Service Areas.
  Preserving the iDEN Opportunity.
  Planning for the Future.
   20




---



##### 



Digital
    Handsets in Commercial Service    Mexico


Brazil


Argentina


Peru


Chile


Total(handsets in thousands)Digital handsets in commercial service 
    December 31, 2007


2,140



1,290



812



477



10



4,729Net subscriber additions


130



106



39



44



2



321Digital handsets in commercial service 
    March 31, 2008


2,270



1,396



851



521



12



5,050  Critical
    Accounting Policies and Estimates    Form 10-K and/or
  
    revenue recognition;
    allowance for doubtful accounts;
    depreciation of property, plant and equipment;
    amortization of intangible assets; 21




---



##### 




    asset retirement obligations;
    foreign currency;
    loss contingencies;
    stock-based compensation; and
    income taxes.  Form 10-K
 Ratio of
    Earnings to Fixed Charges  Three MonthsEndedMarch 31,2008

20074.02x


4.63x
     
    interest on all indebtedness, amortization of debt financing
    costs and amortization of original issue discount;
    interest capitalized; and
    the portion of rental expense we believe is representative of
    interest. Reclassifications   Results
    of Operations       22




---



##### 



a.
    Consolidated  % of





% ofConsolidated





Consolidated


Change fromMarch 31,


Operating


March 31,


Operating


Previous Year2008


Revenues


2007


Revenues


Dollars


Percent(dollars in thousands)Operating revenuesService and other revenues

$
947,764



95
%

$
691,841



97
%

$
255,923



37
%Digital handset and accessory revenues


45,453



5
%


22,924



3
%


22,529



98
%993,217



100
%


714,765



100
%


278,452



39
%Cost of revenuesCost of service (exclusive of depreciation and amortization
    included below)


(267,422
)


(27
)%


(188,895
)


(26
)%


(78,527
)


42
%Cost of digital handset and accessory sales


(125,776
)


(13
)%


(91,083
)


(13
)%


(34,693
)


38
%(393,198
)


(40
)%


(279,978
)


(39
)%


(113,220
)


40
%Selling and marketing expenses


(127,224
)


(13
)%


(88,422
)


(13
)%


(38,802
)


44
%General and administrative expenses


(186,845
)


(19
)%


(136,720
)


(19
)%


(50,125
)


37
%Depreciation and amortization


(94,152
)


(9
)%


(67,008
)


(9
)%


(27,144
)


41
%Operating income


191,798



19
%


142,637



20
%


49,161



34
%Interest expense, net


(41,388
)


(4
)%


(24,329
)


(3
)%


(17,059
)


70
%Interest income


18,940



2
%


10,212



1
%


8,728



85
%Foreign currency transaction gains (losses), net


2,905







(3,532
)






6,437



(182
)%Other (expense) income, net


(4,529
)






1,827







(6,356
)


NMIncome before income tax provision


167,726



17
%


126,815



18
%


40,911



32
%Income tax provision


(54,157
)


(6
)%


(42,651
)


(6
)%


(11,506
)


27
%Net income

$
113,569



11
%

$
84,164



12
%

$
29,405



35
%     NM-Not Meaningful
   23




---



##### 



1.
    Operating
    revenues      2.
    Cost of
    revenues    
    a $38.0 million, or 39%, increase in consolidated
    interconnect costs resulting primarily from a 25% increase in
    consolidated interconnect minutes of use, as well as an increase
    in the proportion of mobile-to-mobile minutes of use, which
    generally have higher per minute interconnection costs;
    a $16.7 million, or 28%, increase in consolidated direct
    switch and transmitter and receiver site costs resulting from a
    20% increase in the total number of sites in service from
    March 31, 2007 to March 31, 2008 and an increase in
    costs per site; and
    a $14.4 million, or 53%, increase in consolidated service
    and repair costs mainly resulting from an increase in the number
    of subscribers participating in our handset maintenance programs. 24




---



##### 



3.
    Selling and
    marketing expenses    
    an $18.9 million, or 52%, increase in consolidated indirect
    commissions resulting from a 30% increase in total gross
    subscriber additions generated through external sales channels
    as well as an increase in indirect commissions earned per
    handset sale, primarily in Mexico and Brazil;
    a $12.6 million, or 37%, increase in consolidated payroll
    expenses and direct commissions resulting from a 27% increase in
    total gross subscriber additions generated by internal sales
    personnel and higher payroll and related costs related to an
    increase in selling and marketing personnel necessary to support
    continued sales growth; and
    a $6.4 million, or 42%, increase in consolidated
    advertising expenses, primarily in Brazil, mainly related to the
    launch of new markets in connection with our expansion plan and
    increased advertising initiatives related to overall subscriber
    growth.  4.
    General and
    administrative expenses    
    a $15.7 million, or 44%, increase in consolidated customer
    care expenses, mainly payroll and related expenses, resulting
    from additional customer care personnel necessary to support a
    larger customer base;
    a $9.0 million, or 17%, increase in general corporate costs
    largely due to higher personnel costs related to an increase in
    headcount and higher facilities-related expenses due to
    continued subscriber growth and expansion into new areas;
    an $8.3 million, or 82%, increase in consolidated bad debt
    expense, primarily in Mexico, as a result of the 39% increase in
    consolidated operating revenues and a decrease in collection
    rates in Mexico that resulted in an increase in bad debt expense
    as a percentage of consolidated operating revenues from 1.4% for
    the three months ended March 31, 2007 to 1.8% for the three
    months ended March 31, 2008;
    a $7.3 million, or 77%, increase in revenue-based taxes in
    Brazil that we report on a gross basis as both service and other
    revenues and general and administrative expenses;
    a $6.5 million, or 83%, increase in stock option
    compensation expense, primarily resulting from grants of stock
    options in April 2007; and
    a $3.7 million, or 29%, increase in information technology
    repair and maintenance costs primarily in Mexico and Brazil
    related to the expansion of our networks.  5.
    Depreciation
    and amortization   25




---



##### 



6.  Interest
    expense, net
    
    $9.4 million of interest expense incurred on our 3.125%
    convertible notes that we issued in May 2007;
    a $5.0 million increase in interest incurred on our towers
    financing transactions and capital lease obligations in Mexico
    and Brazil primarily due to increases in both the number of
    towers financed and capital leases; and
    $4.3 million of interest incurred on borrowings under
    Nextel Brazils syndicated loan facility that were funded
    between October 2007 and March 2008; partially offset by
    a $2.2 million decrease in interest expense due to the
    conversion of our 2.875% convertible notes during the third
    quarter of 2007.  7.
    Interest
    income    8.
    Foreign
    currency transaction gains (losses), net      9.
    Other
    (expense) income, net    10.
    Income tax
    provision    Segment
    Results
   26




---



##### 



% ofConsolidated% of





% of


Selling,


Selling,Consolidated





Consolidated


General and


General and


SegmentThree Months Ended

Operating


Operating


Cost of


Cost of


Administrative


Administrative


EarningsMarch 31, 2008

Revenues


Revenues


Revenues


Revenues


Expenses


Expenses


(Losses)(dollars in thousands)Nextel Mexico

$
508,372



51
%

$
(176,822
)


45
%

$
(139,798
)


45
%

$
191,752Nextel Brazil


301,485



30
%


(128,531
)


33
%


(91,564
)


29
%


81,390Nextel Argentina


126,032



13
%


(58,268
)


15
%


(28,386
)


9
%


39,378Nextel Peru


55,858



6
%


(28,242
)


7
%


(15,555
)


5
%


12,061Corporate and other


1,796







(1,661
)






(38,766
)


12
%


(38,631
)Intercompany eliminations


(326
)






326















Total consolidated

$
993,217



100
%

$
(393,198
)


100
%

$
(314,069
)


100
%   % ofConsolidated% of





% of


Selling,


Selling,Consolidated





Consolidated


General and


General and


SegmentThree Months Ended

Operating


Operating


Cost of


Cost of


Administrative


Administrative


EarningsMarch 31, 2007

Revenues


Revenues


Revenues


Revenues


Expenses


Expenses


(Losses)(dollars in thousands)Nextel Mexico

$
400,180



56
%

$
(139,522
)


50
%

$
(106,904
)


48
%

$
153,754Nextel Brazil


172,506



24
%


(72,074
)


26
%


(54,526
)


24
%


45,906Nextel Argentina


98,045



14
%


(45,406
)


16
%


(20,878
)


9
%


31,761Nextel Peru


43,753



6
%


(22,558
)


8
%


(12,115
)


5
%


9,080Corporate and other


565







(702
)






(30,719
)


14
%


(30,856
)Intercompany eliminations


(284
)






284















Total consolidated

$
714,765



100
%

$
(279,978
)


100
%

$
(225,142
)


100
%     Three Months Ended March 31,2008


2007


Percent ChangeMexican peso


10.81



11.02



1.9
%Brazilian real


1.74



2.11



21.3
%Argentine peso


3.16



3.10



(1.9
)%  27




---



##### 



b.
    Nextel
    Mexico  % of





% ofNextel





NextelMexicos





Mexicos


Change fromMarch 31,


Operating


March 31,


Operating


Previous Year2008


Revenues


2007


Revenues


Dollars


Percent(dollars in thousands)Operating revenuesService and other revenues

$
493,315



97
%

$
395,120



99
%

$
98,195



25
%Digital handset and accessory revenues


15,057



3
%


5,060



1
%


9,997



198
%508,372



100
%


400,180



100
%


108,192



27
%Cost of revenuesCost of service (exclusive of depreciation and amortization
    included below)


(105,784
)


(21
)%


(82,598
)


(21
)%


(23,186
)


28
%Cost of digital handset and accessory sales


(71,038
)


(14
)%


(56,924
)


(14
)%


(14,114
)


25
%(176,822
)


(35
)%


(139,522
)


(35
)%


(37,300
)


27
%Selling and marketing expenses


(73,065
)


(14
)%


(54,245
)


(14
)%


(18,820
)


35
%General and administrative expenses


(66,733
)


(13
)%


(52,659
)


(13
)%


(14,074
)


27
%Segment earnings


191,752



38
%


153,754



38
%


37,998



25
%Management fee


(8,398
)


(2
)%


(9,900
)


(2
)%


1,502



(15
)%Depreciation and amortization


(46,099
)


(9
)%


(33,171
)


(8
)%


(12,928
)


39
%Operating income


137,255



27
%


110,683



28
%


26,572



24
%Interest expense, net


(16,062
)


(3
)%


(14,212
)


(4
)%


(1,850
)


13
%Interest income


10,569



2
%


7,183



2
%


3,386



47
%Foreign currency transaction gains (losses), net


4,160



1
%


(4,650
)


(1
)%


8,810



(189
)%Other (expense) income, net


(79
)






2,338







(2,417
)


(103
)%Income before income tax

$
135,843



27
%

$
101,342



25
%

$
34,501



34
%      28




---



##### 



1.
    Operating
    revenues    
    a 36% increase in the average number of digital handsets in
    service resulting from growth in Nextel Mexicos existing
    markets, as well as the expansion of service coverage into new
    markets launched in 2007; and
    a $7.5 million, or 48%, increase in revenues generated from
    Nextel Mexicos handset maintenance program as a result of
    a 45% increase in the number of subscribers participating in
    this program; partially offset by
    a decline in average revenue per subscriber due to the more
    intense competitive environment described above.    2.
    Cost of
    revenues    
    a $7.0 million, or 17%, increase in interconnect costs,
    largely as a result of a 17% increase in interconnect system
    minutes of use;
    a $6.2 million, or 52%, increase in service and repair
    costs largely due to the increase in the number of subscribers
    participating in Nextel Mexicos handset maintenance
    program; and
    a $5.1 million, or 19%, increase in direct switch and
    transmitter and receiver site costs resulting from a 16%
    increase in the number of sites in service from March 31,
    2007 to March 31, 2008. 29




---



##### 



3.
    Selling and
    marketing expenses    
    a $13.6 million, or 53%, increase in indirect commissions,
    primarily due to a 23% increase in gross subscriber additions
    generated by Nextel Mexicos external sales channels and an
    increase in indirect commission per gross add resulting from an
    increase in commission rates that Nextel Mexico implemented in
    the third quarter of 2007; and
    a $4.5 million, or 28%, increase in direct commissions and
    payroll expenses, principally due to a 20% increase in gross
    subscriber additions generated by Nextel Mexicos internal
    sales personnel.    4.
    General and
    administrative expenses    
    a $6.3 million, or 108%, increase in bad debt expense,
    which increased as a percentage of revenue from 1.4% for the
    three months ended March 31, 2007 to 2.4% for the three
    months ended March 31, 2008, primarily due to the
    introduction of certain rate plans which were temporarily
    offered in late 2007 that attracted customers with higher credit
    risk;
    a $5.5 million, or 29%, increase in customer care expenses,
    primarily due to an increase in payroll and employee related
    expenses caused by an increase in customer care personnel
    necessary to support a growing customer base; and
    a $1.3 million, or 6%, increase in general corporate costs
    resulting from an increase in payroll and related expenses
    caused by more general and administrative personnel and
    increased facilities costs due to Nextel Mexicos expansion
    into new markets.  5.
    Depreciation
    and amortization    6.
    Interest
    expense, net    7.
    Interest
    income   30




---



##### 



8.
    Foreign
    currency transaction gains (losses), net      c.
    Nextel
    Brazil  % of





% ofNextel





NextelBrazils





Brazils


Change fromMarch 31,


Operating


March 31,


Operating


Previous Year2008


Revenues


2007


Revenues


Dollars


Percent(dollars in thousands)Operating revenuesService and other revenues

$
286,316



95
%

$
164,372



95
%

$
121,944



74
%Digital handset and accessory revenues


15,169



5
%


8,134



5
%


7,035



86
%301,485



100
%


172,506



100
%


128,979



75
%Cost of revenuesCost of service (exclusive of depreciation and amortization
    included below)


(100,887
)


(33
)%


(55,997
)


(33
)%


(44,890
)


80
%Cost of digital handset and accessory sales


(27,644
)


(9
)%


(16,077
)


(9
)%


(11,567
)


72
%(128,531
)


(42
)%


(72,074
)


(42
)%


(56,457
)


78
%Selling and marketing expenses


(35,332
)


(12
)%


(20,597
)


(12
)%


(14,735
)


72
%General and administrative expenses


(56,232
)


(19
)%


(33,929
)


(20
)%


(22,303
)


66
%Segment earnings


81,390



27
%


45,906



26
%


35,484



77
%Depreciation and amortization


(31,949
)


(11
)%


(19,769
)


(11
)%


(12,180
)


62
%Operating income


49,441



16
%


26,137



15
%


23,304



89
%Interest expense, net


(13,265
)


(4
)%


(6,521
)


(4
)%


(6,744
)


103
%Interest income


997







147







850



NMForeign currency transaction (losses) gains, net


(1,747
)


(1
)%


575







(2,322
)


NMOther expense, net


(1,197
)






(765
)






(432
)


56
%Income before income tax

$
34,229



11
%

$
19,573



11
%

$
14,656



75
%     NM-Not Meaningful
   31




---



##### 



1.
    Operating
    revenues    
    a 43% increase in the average number of digital handsets in
    service resulting from growth in Nextel Brazils existing
    markets and the expansion of service coverage into new markets
    in connection with its balanced growth and expansion objectives;
    the 21% appreciation of the Brazilian real against the
    U.S. dollar;
    an $8.5 million, or 74%, increase in revenues generated
    from Nextel Brazils handset maintenance program as a
    result of an increase in the number of subscribers participating
    in this program; and
    a slight increase in local currency-based average revenue per
    subscriber.    2.
    Cost of
    revenues    
    a $27.4 million, or 96%, increase in interconnect costs
    resulting from a 50% increase in interconnect minutes of use, as
    well as an increase in the proportion of mobile-to-mobile
    minutes of use, which generally have higher per minute costs;
    a $9.7 million, or 48%, increase in direct switch and
    transmitter and receiver site costs resulting from a 26%
    increase in the number of sites in service from March 31,
    2007 to March 31, 2008, as well as an increase in operating
    and maintenance costs per site; and
    a $5.3 million, or 101%, increase in service and repair
    costs largely due to a 53% increase in the number of subscribers
    participating in Nextel Brazils handset maintenance
    program and a change in the mix of handsets repaired.     32




---



##### 



3.
    Selling and
    marketing expenses    
    a $5.8 million, or 55%, increase in payroll and direct
    commissions largely as a result of a 38% increase in gross
    subscriber additions generated by Nextel Brazils internal
    sales force and higher payroll and related costs related to an
    increase in selling and marketing personnel necessary to support
    continued sales growth;
    a $5.7 million, or 160%, increase in advertising expenses
    resulting from the launch of new markets in connection with
    Nextel Brazils expansion plan, its sponsorship of the Copa
    Nextel Stock Car races, a professional racecar event, and its
    continued print and media campaigns for various products and
    services, consistent with Nextel Brazils growth
    objectives; and
    a $2.7 million, or 49%, increase in indirect commissions
    resulting from a 27% increase in gross subscriber additions
    generated through Nextel Brazils external sales channels,
    as well as an increase in indirect commissions earned per
    handset sale resulting from premiums paid on sales exceeding
    pre-established thresholds.    4.
    General and
    administrative expenses    
    a $7.4 million, or 76%, increase in customer care expenses
    resulting from an increase in customer care personnel necessary
    to support a larger customer base, as well as an increase in the
    number of retail stores;
    a $7.3 million, or 77%, increase in revenue-based taxes
    that we report on a gross basis as both service and other
    revenues and general and administrative expenses, primarily due
    to the 74% increase in Nextel Brazils service and other
    revenues;
    a $3.7 million, or 43%, increase in general corporate costs
    primarily resulting from an increase in general and
    administrative personnel necessary to support Nextel
    Brazils expansion, as well as an increase in facilities
    costs due to the expansion into new markets;
    a $2.0 million, or 72%, increase in bad debt expense as a
    result of the 75% increase in consolidated operating revenues.
    Bad debt expense as a percentage of consolidated operating
    revenues was 1.6% in both periods; and
    a $1.7 million, or 54%, increase in information technology
    expenses related to the expansion of Nextel Brazils
    network and the implementation of new systems.    5.
    Depreciation
    and amortization    6.
    Interest
    expense, net   33




---



##### 



d.
    Nextel
    Argentina  % of





% ofNextel





NextelArgentinas





Argentinas


Change fromMarch 31,


Operating


March 31,


Operating


Previous Year2008


Revenues


2007


Revenues


Dollars


Percent(dollars in thousands)Operating revenuesService and other revenues

$
114,967



91
%

$
91,133



93
%

$
23,834



26
%Digital handset and accessory revenues


11,065



9
%


6,912



7
%


4,153



60
%126,032



100
%


98,045



100
%


27,987



29
%Cost of revenuesCost of service (exclusive of depreciation and amortization
    included below)


(41,404
)


(33
)%


(34,200
)


(35
)%


(7,204
)


21
%Cost of digital handset and accessory sales


(16,864
)


(13
)%


(11,206
)


(11
)%


(5,658
)


50
%(58,268
)


(46
)%


(45,406
)


(46
)%


(12,862
)


28
%Selling and marketing expenses


(9,663
)


(8
)%


(7,089
)


(8
)%


(2,574
)


36
%General and administrative expenses


(18,723
)


(15
)%


(13,789
)


(14
)%


(4,934
)


36
%Segment earnings


39,378



31
%


31,761



32
%


7,617



24
%Depreciation and amortization


(8,668
)


(7
)%


(7,242
)


(7
)%


(1,426
)


20
%Operating income


30,710



24
%


24,519



25
%


6,191



25
%Interest expense, net


(658
)






(494
)






(164
)


33
%Interest income


1,267



1
%


899



1
%


368



41
%Foreign currency transaction gains, net


430







476







(46
)


(10
)%Other income, net


28







247







(219
)


(89
)%Income before income tax

$
31,777



25
%

$
25,647



26
%

$
6,130



24
%     1.
    Operating
    revenues    
    a 24% increase in the average number of digital handsets in
    service, resulting mostly from growth in Nextel Argentinas
    existing markets; and
    a $3.7 million, or 39%, increase in revenues generated from
    Nextel Argentinas handset maintenance program as a result
    of a 30% increase in the number of subscribers participating in
    this program.   34




---



##### 



2.
    Cost of
    revenues    
    a $3.3 million, or 19%, increase in interconnect costs,
    largely as a result of an 14% increase in interconnect system
    minutes of use, as well as an increase in the proportion of
    mobile-to-mobile minutes of use, which generally have higher per
    minute costs;
    a $2.1 million, or 24%, increase in service and repair
    costs, largely due to a 30% increase in the number of
    subscribers participating in Nextel Argentinas handset
    maintenance program; and
    a $0.7 million, or 9%, increase in direct switch and
    transmitter and receiver site costs due to a 22% increase in the
    number of sites in service from March 31, 2007 to
    March 31, 2008, as well as increases in operating,
    maintenance and rental costs, partially offset by lower
    municipal taxes per site.    3.
    Selling and
    marketing expenses    
    a $1.4 million, or 45%, increase in indirect commissions,
    principally resulting from a 28% increase in gross subscriber
    additions generated by Nextel Argentinas external sales
    channels, as well as an increase in indirect commissions earned
    per subscriber addition; and
    a $1.1 million, or 40%, increase in payroll and direct
    commissions, mostly due to a 14% increase in gross subscriber
    additions generated by Nextel Argentinas internal sales
    personnel and higher payroll and related costs related to an
    increase in selling and marketing personnel necessary to support
    continued sales growth and a significant increase in salaries
    consistent with the ongoing inflation pressures that we are
    experiencing in Argentina.  4.
    General and
    administrative expenses    
    a $2.3 million, or 29%, increase in general corporate costs
    resulting from certain revenue-based taxes and an increase in
    payroll and related expenses caused by an increase in general
    and administrative personnel and a significant increase in
    salaries consistent with the ongoing inflation pressures that we
    are experiencing in Argentina;
    a $1.6 million, or 47%, increase in customer care expenses
    resulting from an increase in customer care personnel necessary
    to support a larger customer base and a significant increase in
    salaries consistent with the ongoing inflation pressures that we
    are experiencing in Argentina; and
    a $0.8 million, or 39%, increase in information technology
    expenses caused by an increase in information technology
    personnel and higher software maintenance costs.  5.
    Depreciation
    and amortization   35




---



##### 



e.
    Nextel
    Peru  % of





% ofNextel





NextelPerus





Perus


Change fromMarch 31,


Operating


March 31,


Operating


Previous Year2008


Revenues


2007


Revenues


Dollars


Percent(dollars in thousands)Operating revenuesService and other revenues

$
51,696



93
%

$
40,935



94
%

$
10,761



26
%Digital handset and accessory revenues


4,162



7
%


2,818



6
%


1,344



48
%55,858



100
%


43,753



100
%


12,105



28
%Cost of revenuesCost of service (exclusive of depreciation and amortization
    included below)


(18,468
)


(33
)%


(15,890
)


(37
)%


(2,578
)


16
%Cost of digital handset and accessory sales


(9,774
)


(18
)%


(6,668
)


(15
)%


(3,106
)


47
%(28,242
)


(51
)%


(22,558
)


(52
)%


(5,684
)


25
%Selling and marketing expenses


(6,268
)


(11
)%


(4,150
)


(9
)%


(2,118
)


51
%General and administrative expenses


(9,287
)


(16
)%


(7,965
)


(18
)%


(1,322
)


17
%Segment earnings


12,061



22
%


9,080



21
%


2,981



33
%Depreciation and amortization


(4,926
)


(9
)%


(5,288
)


(12
)%


362



(7
)%Operating income


7,135



13
%


3,792



9
%


3,343



88
%Interest expense, net


(17
)






(37
)






20



(54
)%Interest income


291







197







94



48
%Foreign currency transaction (losses) gains, net


(191
)






44







(235
)


NMOther income, net


1















1



NMIncome before income tax

$
7,219



13
%

$
3,996



9
%

$
3,223



81
%     NM-Not Meaningful
      1.
    Operating
    revenues   36




---



##### 



2.
    Cost of
    revenues    
    a $0.8 million, or 23%, increase in direct switch and
    transmitter and receiver site costs due to a 12% increase in the
    number of sites in service from March 31, 2007 to
    March 31, 2008, as well as an increase in operating and
    maintenance costs per site; and
    a $0.9 million, or 53%, increase in service and repair
    costs largely due to a 63% increase in the number of subscribers
    participating in Nextel Perus handset maintenance program.    3.
    Selling and
    marketing expenses    
    a $1.1 million, or 100%, increase in indirect commissions
    primarily due to an 82% increase in gross subscriber additions
    generated by Nextel Perus external sales channels; and
    a $1.0 million, or 40%, increase in direct commissions and
    payroll expenses principally due to a 37% increase in gross
    subscriber additions generated by Nextel Perus internal
    sales personnel.  4.
    General and
    administrative expenses   37




---



##### 



f.
    Corporate
    and other  % of





% ofCorporate





Corporateand other





and other


Change fromMarch 31,


Operating


March 31,


Operating


Previous Year2008


Revenues


2007


Revenue


Dollars


Percent(dollars in thousands)Operating revenuesService and other revenues

$
1,796



100
%

$
565



100
%

$
1,231



218
%Digital handset and accessory revenues






















1,796



100
%


565



100
%


1,231



218
%Cost of revenuesCost of service (exclusive of depreciation and amortization
    included below)


(1,205
)


(67
)%


(494
)


(87
)%


(711
)


144
%Cost of digital handset and accessory sales


(456
)


(25
)%


(208
)


(37
)%


(248
)


119
%(1,661
)


(92
)%


(702
)


(124
)%


(959
)


137
%Selling and marketing expenses


(2,896
)


(161
)%


(2,341
)


NM



(555
)


24
%General and administrative expenses


(35,870
)


NM



(28,378
)


NM



(7,492
)


26
%Segment losses


(38,631
)


NM



(30,856
)


NM



(7,775
)


25
%Management fee


8,398



NM



9,900



NM



(1,502
)


(15
)%Depreciation and amortization


(2,608
)


(145
)%


(1,636
)


(290
)%


(972
)


59
%Operating loss


(32,841
)


NM



(22,592
)


NM



(10,249
)


45
%Interest expense, net


(13,354
)


NM



(5,463
)


NM



(7,891
)


144
%Interest income


7,784



NM



4,184



NM



3,600



86
%Foreign currency transaction gains, net


253



14
%


23



4
%


230



NMOther (expense) income, net


(3,282
)


183
%


7



1
%


(3,289
)


NMLoss before income tax

$
(41,440
)


NM


$
(23,841
)


NM


$
(17,599
)


74
%     NM-Not Meaningful
  start-up
  1.
    General and
    administrative expenses   38




---



##### 



2.
    Interest
    expense, net    3.
    Interest
    income    4.
    Other
    expense, net   Liquidity
    and Capital Resources        Cash
    Flows
  Three Months Ended March 312008


2007


ChangeNet cash provided by operating activities

$
155,762


$
64,631


$
91,131Net cash used in investing activities


(204,515
)


(185,163
)


(19,352
)Net cash provided by financing activities


54,958



11,006



43,952Effect of exchange rate changes on cash and cash equivalents


9,054



(5,990
)


15,044Net increase (decrease) in cash and cash equivalents


15,259



(115,516
)


130,775Cash and cash equivalents, beginning of year


1,370,165



708,591



661,574Cash and cash equivalents, end of year

$
1,385,424


$
593,075


$
792,349  39




---



##### 



Future
    Capital Needs and Resources  Capital Resources.
    
    the amount of revenue we are able to generate and collect from
    our customers;
    the amount of operating expenses required to provide our
    services;
    the cost of acquiring and retaining customers, including the
    subsidies we incur to provide handsets to both our new and
    existing customers;
    our ability to continue to increase the size of our subscriber
    base; and
    fluctuations in foreign exchange rates.  Capital Needs and Contractual
    Obligations.
  
    operating expenses relating to our networks;
    capital expenditures to expand and enhance our networks, as
    discussed below under Capital Expenditures;
    operating and capital expenditures related to the deployment of
    a next generation network in Peru;
    future spectrum or other related purchases;
    debt service requirements, including tower financing and capital
    lease obligations;
    cash taxes; and
    other general corporate expenditures. 40




---



##### 



Payments due by periodLess than








More thanContractual Obligations

1 Year


1-3 Years


3-5 Years


5 Years


Total(in thousands)Convertible notes(1)

$
47,126


$
94,250


$
1,275,500


$
470,357


$
1,887,233Tower financing obligations(1)


58,399



116,805



116,820



366,646



658,670Syndicated loan facilities(2)


94,676



250,112



312,619



15,063



672,470Capital lease obligations(3)


13,269



26,496



43,187



87,000



169,952Spectrum fees(4)


14,475



28,950



28,950



214,551



286,926Spectrum license financing(5)


2,447



4,894



4,894



2,447



14,682Operating leases(6)


121,958



195,281



128,283



165,981



611,503Purchase obligations(7)


1,164,979



71,456



26,494







1,262,929Other long-term obligations(8)


12,781



15,421



20,187



170,732



219,121Total contractual commitments

$
1,530,110


$
803,665


$
1,956,934


$
1,492,777


$
5,783,486     (1)
    
    These amounts include estimated principal and interest payments
    over the full term of the obligation based on our expectations
    as to future interest rates, assuming the current payment
    schedule.(2)
    
    These amounts include principal and interest payments associated
    with Nextel Mexico and Nextel Brazils syndicated loan
    facilities.(3)
    
    These amounts represent principal and interest payments due
    under our co-location agreements, including with American Tower,
    and our existing corporate aircraft lease. The amounts related
    to our existing aircraft lease exclude amounts that are
    contingently due in the event of our default under the lease,
    but do include remaining amounts due under the letter of credit
    provided for our new corporate aircraft.(4)
    
    These amounts do not include variable fees based on certain
    operating revenues and are subject to increases in the Mexican
    Consumer Pricing Index.(5)
    
    These amounts represent payments related to spectrum license
    financing in Brazil.(6)
    
    These amounts principally include future lease costs related to
    our transmitter and receiver sites and switches and office
    facilities.(7)
    
    These amounts include maximum contractual purchase obligations
    under various agreements with our vendors, as well as estimated
    amounts related to interconnection agreements in Mexico.(8)
    
    These amounts include our current estimates of asset retirement
    obligations based on our expectations as to future retirement
    costs, inflation rates and timing of retirements, as well as
    amounts related to our FIN 48 liabilities.    Capital Expenditures.
 41




---



##### 




    the expansion of the coverage of our networks to new market
    areas;
    the construction of additional transmitter and receiver sites to
    increase system capacity and maintain system quality and the
    installation of related switching equipment in some of our
    existing market coverage areas;
    the enhancement of our network coverage around some major market
    areas;
    future minimum build out requirements related to the
    3.4 GHz spectrum and local concession that we acquired
    through the purchase of Cosmofrecuencias in Mexico;
    the deployment within required timeframes of a next generation
    network that utilizes the 1.9 GHz spectrum that we acquired
    in Peru in 2007;
    potential funding of future spectrum acquisitions and
    development and deployment of any future next generation
    networks; and
    non-network
    related information technology projects.    Future Outlook.
    
    cash and cash equivalents on hand and short-term-investments
    available to fund our operations;
    expected cash flows from operations;
    future minimum build out requirements related to the
    3.4 GHz spectrum and local concession that we acquired
    through the purchase of Cosmofrecuencias in Mexico;
    the anticipated level of capital expenditures, including minimum
    build-out requirements, relating to the deployment of the next
    generation network that utilizes the 1.9 GHz spectrum we
    acquired in Peru;
    our scheduled debt service; and
    income taxes.   42




---



##### 




    the commercial success of our operations;
    the volatility and demand of the capital markets; and
    the future market prices of our securities. Forward
    Looking Statements  Safe Harbor Statement under the Private
    Securities Litigation Reform Act of
    1995. Form 10-Q
  
    our ability to meet the operating goals established by our
    business plan;
    general economic conditions in the United States or in Latin
    America and in the market segments that we are targeting for our
    services;
    the political and social conditions in the countries in which we
    operate, including political instability, which may affect the
    economies of our markets and the regulatory schemes in these
    countries;
    substantive terms of any international financial aid package
    that may be made available to any country in which our operating
    companies conduct business;
    the impact of foreign exchange volatility in our markets as
    compared to the U.S. dollar and related currency
    depreciation in countries in which our operating companies
    conduct business;
    reasonable access to and the successful performance of the
    technology being deployed in our service areas, and improvements
    thereon, including technology deployed in connection with the
    introduction of digital two-way mobile data or Internet
    connectivity services in our markets;
    the availability of adequate quantities of system infrastructure
    and subscriber equipment and components at reasonable pricing to
    meet our service deployment and marketing plans and customer
    demand;
    Motorolas ability and willingness to provide handsets and
    related equipment and software applications or to develop new
    technologies or features for us, including the timely
    development and availability of new handsets with expanded
    applications and features; 43




---



##### 




    the risk of deploying new technologies, including the potential
    need for additional funding, the risk that new services
    supported by the new technology will not attract enough
    subscribers to support the related costs of deploying or
    operating the new technology, the need to significantly increase
    our employee base and the potential distraction of management;
    our ability to successfully scale our billing, collection,
    customer care and similar back-office operations to keep pace
    with customer growth, increased system usage rates and growth;
    the success of efforts to improve and satisfactorily address any
    issues relating to our network performance;
    future legislation or regulatory actions relating to our SMR
    services, other wireless communication services or
    telecommunications generally;
    the ability to achieve and maintain market penetration and
    average subscriber revenue levels sufficient to provide
    financial viability to our network business;
    the quality and price of similar or comparable wireless
    communications services offered or to be offered by our
    competitors, including providers of cellular services and
    personal communications services;
    market acceptance of our new service offerings;
    our ability to access sufficient debt or equity capital to meet
    any future operating and financial needs; and
    other risks and uncertainties described in this quarterly report
    on
    Form 10-Q
    and from time to time in our other reports filed with the
    Securities and Exchange Commission, including in our 2007 annual
    report on
    Form 10-K. Effect of
    New Accounting Standards  No. 157-1, No. 157-1, No. 157-2, No. 157-2, No. 157-2,
     44




---



##### 



No. FAS 142-3, No. 142-3. No. 142-3 No. 142-3 No. 142-3 No. 142-3
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk.     45




---



##### 




    quoted market prices for our convertible notes;
    carrying values for our tower financing obligations and
    syndicated loan facility as interest rates were set recently
    when we entered into these transactions; and
    market values as determined by a banking firm for our interest
    rate swap.    Year of Maturity


March 31, 2008


December 31, 20071 Year


2 Years


3 Years


4 Years


5 Years


Thereafter


Total


Fair Value


Total


Fair Value(dollars in thousands)Long-Term Debt:Fixed Rate (US$)

$
1,768


$
1,859


$
1,871


$
21,122


$
1,200,000


$
350,041


$
1,576,661


$
1,333,042


$
1,576,982


$
1,489,671Average Interest Rate


10.0
%


10.0
%


10.0
%


10.0
%


3.1
%


2.8
%


3.2
%






3.2
%Fixed Rate (MP)

$
42,249


$
43,142


$
7,260


$
8,526


$
10,021


$
128,407


$
239,605


$
239,605


$
211,801


$
211,801Average Interest Rate


11.8
%


11.9
%


15.3
%


15.3
%


15.3
%


15.2
%


14.1
%






14.5
%Fixed Rate (BR)

$
3,319


$
3,784


$
4,396


$
5,193


$
6,233


$
79,891


$
102,816


$
102,816


$
96,134


$
96,134Average Interest Rate


18.8
%


19.5
%


20.3
%


21.0
%


21.7
%


24.2
%


23.4
%






24.8
%Variable Rate (US$)

$



$
60,779


$
81,039


$
237,639


$
62,825


$
14,318


$
456,600


$
456,600


$
331,600


$
331,600Average Interest Rate






5.8
%


5.8
%


4.9
%


5.8
%


5.8
%


5.3
%






6.8
%Variable Rate (MP)

$
25,397


$
25,398


$



$



$



$



$
50,795


$
50,795


$
50,000


$
50,000Average Interest Rate


8.8
%


8.8
%


















8.8
%






8.7
%Interest Rate Swap:Variable to Fixed

$
13,420


$
13,420


$



$



$



$



$
26,840


$
(559
)

$
26,420


$
(546
)Average Pay Rate


10.8
%


10.8
%


















10.8
%






10.8
%Average Receive Rate


8.8
%


8.8
%


















8.8
%






8.7
%   Item 4.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
   46




---



##### 



Changes
    in Internal Control over Financial Reporting
   47




---



##### 



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings.      Item 1A.
    Risk
    Factors.  Form 10-K.
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Approximate DollarTotal Number of


Value of Shares ThatShares Purchased as


May Yet BeTotal Number of


Average Price


Part of Publicly


Purchased Under thePeriod

Shares Purchased


Per Share


Announced Plan


PlanJanuary 1, 2008  January 31, 2008





$




February 1, 2008  February 29, 2008










March 1, 2008  March 31, 2008


2,727,541



37.62



2,727,541Total


2,727,541



37.62



2,727,541


$
397,446,540   Item 6.
    Exhibits.  ExhibitNumber

Exhibit Description10
.1

Letter Agreement, dated as of January 6, 2008, by and
    between Steven P. Dussek and NII Holdings, Inc. (incorporated by
    reference to Exhibit 10.1 to NII Holdings
    Form 8-K,
    filed January 9, 2008).12
.1

Ratio of Earnings to Fixed Charges.31
.1

Statement of Chief Executive Officer Pursuant to
    Rule 13a-14(a).31
.2

Statement of Chief Financial Officer Pursuant to
    Rule 13a-14(a).32
.1

Statement of Chief Executive Officer Pursuant to 18 U.S.C.
    Section 1350.32
.2

Statement of Chief Financial Officer Pursuant to 18 U.S.C.
    Section 1350.  48




---



##### 



SIGNATURE
    By:
    /s/  DANIEL
    E. FREIMAN        49




---



##### 



EXHIBIT INDEX
  ExhibitNumber

Exhibit Description10
.1

Letter Agreement, dated as of January 6, 2008, by and
    between Steven P. Dussek and NII Holdings, Inc. (incorporated by
    reference to Exhibit 10.1 to NII Holdings
    Form 8-K,
    filed January 9, 2008).12
.1

Ratio of Earnings to Fixed Charges.31
.1

Statement of Chief Executive Officer Pursuant to
    Rule 13a-14(a).31
.2

Statement of Chief Financial Officer Pursuant to
    Rule 13a-14(a).32
.1

Statement of Chief Executive Officer Pursuant to 18 U.S.C.
    Section 1350.32
.2

Statement of Chief Financial Officer Pursuant to 18 U.S.C.
    Section 1350.  50