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, 2009ORo

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
  Regulation S-T o o
  Rule 12b-2
 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
    Number of Shares OutstandingTitle of Class

on May 1, 2009Common Stock, $0.001 par value per share

165,782,002




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##### 





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


Financial Statements (Unaudited)Condensed Consolidated Balance Sheets  As of
    March 31, 2009 and December 31, 2008


2Condensed Consolidated Statements of Operations and
    Comprehensive Income  For the Three Months Ended
    March 31, 2009 and 2008


3Condensed Consolidated Statement of Changes in
    Stockholders Equity  For the Three Months Ended
    March 31, 2009


4Condensed Consolidated Statements of Cash Flows  For
    the Three Months Ended March 31, 2009 and 2008


5Notes to Condensed Consolidated Financial Statements


6Item 2.


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


19Item 3.


Quantitative and Qualitative Disclosures About Market Risk


46Item 4.


Controls and Procedures


47Part II. Other Information.Item 1.


Legal Proceedings


48Item 1A.


Risk Factors


48Item 6.


Exhibits


48   1




---



##### 



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


December 31,2009


2008ASSETSCurrent assetsCash and cash equivalents

$
1,156,451


$
1,243,251Short-term investments


21,881



82,002Accounts receivable, less allowance for doubtful accounts of
    $34,255 and $27,875


468,802



454,769Handset and accessory inventory


138,327



139,285Deferred income taxes, net


132,128



138,610Prepaid expenses and other


176,642



130,705Total current assets


2,094,231



2,188,622Property, plant and equipment, net


1,931,976



1,892,113Intangible assets, net


300,610



317,878Deferred income taxes, net


423,885



429,363Other assets


324,290



265,440Total assets

$
5,074,992


$
5,093,416LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable

$
147,850


$
136,442Accrued expenses and other


399,490



446,270Deferred revenues


114,050



116,267Accrued interest


16,953



13,166Current portion of long-term debt


132,030



99,054Total current liabilities


810,373



811,199Long-term debt


2,018,312



2,034,086Deferred revenues


28,841



29,616Deferred credits


131,511



147,743Other long-term liabilities


165,061



158,652Total liabilities


3,154,098



3,181,296Commitments and contingencies (Note 6)Stockholders equityUndesignated preferred stock, par value $0.001,
    10,000 shares authorized  2009 and 2008, no
    shares issued or outstanding  2009 and 2008






Common stock, par value $0.001, 600,000 shares
    authorized  2009 and 2008, 165,782 shares issued
    and outstanding  2009 and 2008


166



166Paid-in capital


1,176,848



1,158,922Retained earnings


1,364,045



1,293,407Accumulated other comprehensive loss


(620,165
)


(540,375
)Total stockholders equity


1,920,894



1,912,120Total liabilities and stockholders equity

$
5,074,992


$
5,093,416    2




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##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    AND COMPREHENSIVE INCOME
    (in thousands, except per share amounts)
    Unaudited
  Three Months EndedMarch 31,2009


2008Operating revenuesService and other revenues

$
910,307


$
947,750Digital handset and accessory revenues


51,007



45,467961,314



993,217Operating expensesCost of service (exclusive of depreciation and amortization
    included below)


255,899



258,509Cost of digital handsets and accessories


145,249



134,689Selling, general and administrative


315,026



314,069Depreciation


86,352



86,347Amortization


6,544



7,938809,070



801,552Operating income


152,244



191,665Other income (expense)Interest expense, net


(44,596
)


(51,954
)Interest income


12,653



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


(7,314
)


2,905Other expense, net


(1,642
)


(4,529
)(40,899
)


(34,638
)Income before income tax provision


111,345



157,027Income tax provision


(40,707
)


(50,192
)Net income

$
70,638


$
106,835Net income, per common share, basic

$
0.43


$
0.63Net income, per common share, diluted

$
0.43


$
0.62Weighted average number of common shares outstanding,
    basic


165,782



169,351Weighted average number of common shares outstanding,
    diluted


166,043



177,970Comprehensive (loss) income, net of income taxesForeign currency translation adjustment

$
(80,156
)

$
36,599Reclassification for gains on derivatives included in other
    expense, net


(115
)


(6
)Unrealized gains on derivatives, net


481



97Other comprehensive (loss) income


(79,790
)


36,690Net income


70,638



106,835Total comprehensive (loss) income

$
(9,152
)

$
143,525    3




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
    STOCKHOLDERS EQUITY
    For the Three Months Ended March 31, 2009
    (in thousands)
    Unaudited
  AccumulatedOther


TotalCommon Stock


Paid-in


Retained


Comprehensive


StockholdersShares


Amount


Capital


Earnings


Loss


EquityBalance, January 1, 2009


165,782


$
166


$
1,158,922


$
1,293,407


$
(540,375
)

$
1,912,120Net income














70,638







70,638Other comprehensive loss


















(79,790
)


(79,790
)Share-based payment expense for equity-based awards










17,926











17,926Balance, March 31, 2009


165,782


$
166


$
1,176,848


$
1,364,045


$
(620,165
)

$
1,920,894    4




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##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Three Months Ended March 31, 2009 and 2008
    (in thousands)
    Unaudited
  2009


2008Cash flows from operating activities:Net income

$
70,638


$
106,835Adjustments to reconcile net income to net cash provided by
    operating activities:Amortization of debt financing costs


1,837



1,965Depreciation and amortization


92,896



94,285Provision for losses on accounts receivable


25,922



18,368Foreign currency transaction losses (gains), net


7,314



(2,905
)Deferred income tax benefit


(5,640
)


(13,288
)Share-based payment expense


17,601



18,772Amortization of discount on convertible notes


12,015



11,230Excess tax benefit from share-based payment


(296
)


(4,147
)Contingency reversal, net of charges


(1,326
)


(Gain) loss on short-term investments


(22
)


2,987Accretion of asset retirement obligations


1,955



1,762Other, net


952



(781
)Change in assets and liabilities:Accounts receivable, gross


(54,628
)


(43,074
)Handset and accessory inventory


(3,628
)


(24,323
)Prepaid expenses and other


(49,586
)


(23,657
)Other long-term assets


(21,223
)


(32,803
)Accounts payable, accrued expenses and other


35,368



37,729Current deferred revenue


1,756



5,847Deferred revenue and other long-term liabilities


5,495



4,153Net cash provided by operating activities


137,400



158,955Cash flows from investing activities:Capital expenditures


(182,991
)


(206,169
)Payments for purchases of licenses and other


(2,836
)


(1,926
)Proceeds from sales of short-term investments


205,093



81,367Purchase of short-term investments


(144,242
)


(78,193
)Transfers to restricted cash


(40,689
)


(108
)Other


74



103Net cash used in investing activities


(165,591
)


(204,926
)Cash flows from financing activities:Payments to purchase common stock






(102,608
)Payments of short-term notes payable


(18,000
)


Borrowings under syndicated loan facilities






125,000Proceeds from stock option exercises






192Excess tax benefit from share-based payment


296



4,147Proceeds from tower financing transactions






27,271Repayments under capital leases, license financing, tower
    financing and other transactions


(1,831
)


(1,826
)Net cash (used in) provided by financing activities


(19,535
)


52,176Effect of exchange rate changes on cash and cash
    equivalents


(39,074
)


9,054Net (decrease) increase in cash and cash equivalents


(86,800
)


15,259Cash and cash equivalents, beginning of period


1,243,251



1,370,165Cash and cash equivalents, end of period

$
1,156,451


$
1,385,424    5




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##### 



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

December 31,2009

2008(in thousands)Cumulative foreign currency translation adjustment

$
(619,172
)

$
(539,016
)Unrealized losses on derivatives


(993
)


(1,359
)$
(620,165
)

$
(540,375
)   Supplemental
    Cash Flow Information.
  Three Months EndedMarch 31,2009


2008(in thousands)Capital expendituresCash paid for capital expenditures, including capitalized
    interest

$
182,991


$
206,169Change in capital expenditures accrued and unpaid or financed,
    including accreted interest capitalized


(13,513
)


(14,241
)$
169,478


$
191,928Interest costsInterest expense, net

$
44,596


$
51,954Interest capitalized


2,260



2,128$
46,856


$
54,082Cash paid for interest, net of amounts capitalized

$
21,331


$
20,323Cash paid for income taxes

$
62,327


$
42,612    6




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##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net Income Per Common Share, Basic and
    Diluted.
        Three Months Ended March 31, 2009


Three Months Ended March 31, 2008Income


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

$
70,638



165,782


$
0.43


$
106,835



169,351


$
0.63Effect of dilutive securities:Stock options






27











1,461Restricted stock






234











168Convertible notes, net of capitalized interest and taxes














3,216



6,990Diluted net income per share:Net income

$
70,638



166,043


$
0.43


$
110,051



177,970


$
0.62   Purchase of Common Stock.
 7




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##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Reclassifications.
  Adoption of FSP APB
    14-1. 14-1, 14-1. 14-1 14-1 14-1
  
    our 2.875% convertible notes issued in 2004 and due 2034, of
    which 99.99% were converted into shares of our common stock in
    June 2007;
    our 2.75% convertible notes issued in 2005 and due 2025; and
    our 3.125% convertible notes issued in 2007 and due 2012.  14-1
  14-1
  Three Months Ended March 31, 2008As Previously


Effect ofCondensed Consolidated Statement of Operations:

As Adjusted


Reported


ChangeDepreciation

$
86,347


$
86,214


$
133Interest expense, net


(51,954
)


(41,388
)


(10,566
)Income before income tax provision


157,027



167,726



(10,699
)Income tax provision


(50,192
)


(54,157
)


3,965Net income


106,835



113,569



(6,734
)Net income, per common share, basic

$
0.63


$
0.67


$
(0.04
)Net income, per common share, diluted

$
0.62


$
0.65


$
(0.03
)   8




---



##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  As of December 31, 2008As Previously





Effect ofCondensed Consolidated Balance Sheet:

As Adjusted


Reported





ChangeProperty, plant and equipment, net

$
1,892,113


$
1,887,315






$
4,798Deferred income taxes, net


567,973



564,516







3,457Other assets


265,440



268,399







(2,959
)Long-term debt


2,034,086



2,193,240







(159,154
)Deferred credits


147,743



108,526







39,217Paid-in capital


1,158,922



954,192







204,730Retained earnings


1,293,407



1,372,904







(79,497
)   New Accounting Pronouncements.
    No. 07-5, EITF 07-5. EITF 07-5 EITF 07-5 EITF 07-5
 9




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##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. 142-3, FSP 142-3. FSP 142-3 FSP 142-3 FSP 142-3 FSP 142-3
  No. 107-1 28-1, FSP 107-1 28-1. FSP 107-1 28-1 FSP 107-1 28-1 FSP 107-1 28-1 FSP 107-1 28-1
  No. 157-4, FSP 157-4, FSP 157-4 FSP 157-4 FSP 157-4
  Note 2.
    Fair
    Value Measurements  No. 157-2, FSP 157-2, FSP 157-2,
 10




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##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Level 1:
  Level 2:
  Level 3:
   11




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##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Available-for-Sale
    Securities.
      Fair Value Measurements as of March 31, 2009


Fair Value as ofUsing the Fair Value Hierarchy


March 31,


December 31,Financial Instruments

Level 1


Level 2


Level 3


2009


2008Short-term investment:Available-for-sale securities  Nextel Brazil
    investments

$
3,800


$



$



$
3,800


$
48,859Available-for-sale securities  Enhanced cash fund










18,081



18,081



33,1443,800







18,081



21,881



82,003Long-term investment:Available-for-sale securities  Enhanced cash fund










20,186



20,186



20,016$
3,800


$



$
38,267


$
42,067


$
102,019     Three Months EndedMarch 31,2009Beginning balance

$
53,160Principal distributions


(15,236
)Unrealized gain


322Realized gain on distributions


21Ending balance

$
38,267    12




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##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note 3.
    Property,
    Plant and Equipment    March 31,


December 31,2009


2008(in thousands)Land

$
6,519


$
6,600Leasehold improvements


84,865



84,663Digital mobile network equipment and network software


2,296,319



2,216,212Office equipment, furniture and fixtures and other


328,874



329,352Corporate aircraft capital lease


31,450



31,450Less: Accumulated depreciation and amortization


(984,797
)


(928,368
)1,763,230



1,739,909Construction in progress


168,746



152,204$
1,931,976


$
1,892,113   Note 4.
    Intangible
    Assets    March 31, 2009


December 31, 2008Gross





Net


Gross





NetCarrying


Accumulated


Carrying


Carrying


Accumulated


CarryingValue


Amortization


Value


Value


Amortization


Value(in thousands)Amortizable intangible assets:Licenses

$
359,953


$
(59,343
)

$
300,610


$
373,315


$
(55,437
)

$
317,878Trade name and other


1,372



(1,372
)






1,412



(1,412
)


Total intangible assets

$
361,325


$
(60,715
)

$
300,610


$
374,727


$
(56,849
)

$
317,878     EstimatedAmortizationYears

Expense2009

$
25,9822010


26,1522011


26,1522012


26,1522013


26,026    13




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##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 5.
    Debt    March 31,


December 31,2009


2008(in thousands)3.125% convertible notes due 2012, net

$
1,069,189


$
1,059,9972.75% convertible notes due 2025, net


333,673



330,850Brazil syndicated loan facility


300,000



300,000Mexico syndicated loan facility


203,136



205,863Tower financing obligations


151,055



157,262Capital lease obligations


66,364



68,167Other


26,925



11,001Total debt


2,150,342



2,133,140Less: current portion


(132,030
)


(99,054
)$
2,018,312


$
2,034,086   Convertible
    Notes.
  3.125% Convertible Notes.
  2.75% Convertible Notes.
  14-1
  March 31, 2009


December 31, 20083.125% Notes


2.75% Notes


3.125% Notes


2.75% Notesdue 2012


due 2025


due 2012


due 2025Principal amount of convertible notes

$
1,200,000


$
349,996


$
1,200,000


$
349,996Unamortized discount on convertible notes


130,811



16,323



140,003



19,146Net carrying amount of convertible notes


1,069,189



333,673



1,059,997



330,850Carrying amount of equity component


194,557



53,253



194,557



53,253  14




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##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009


20083.125% Notes


2.75% Notes


3.125% Notes


2.75% Notesdue 2012


due 2025


due 2012


due 2025Contractual coupon interest

$
9,375


$
2,406


$
9,375


$
2,406Amortization of discount on convertible notes


9,192



2,823



8,578



2,652Interest expense, net

$
18,567


$
5,229


$
17,953


$
5,058Effective interest rate on convertible notes


7.15
%


6.45
%


7.15
%


6.45
%   Syndicated Loan Facilities.
    Note 6.
    Commitments
    and Contingencies  Brazilian
    Contingencies.
     15




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##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Argentine
    Contingencies.
    Turnover Tax.
      Legal
    Proceedings.
    Note 7.
    Income
    Taxes  non-U.S. jurisdictions
 16




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##### 



NII
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Unrecognized tax benefits  December 31, 2008

$
85,886Additions for current year tax positions


862Additions for prior year tax positions


Lapse of statute of limitations


(62
)Settlements with taxing authorities


Foreign currency translation adjustment


(3,427
)Unrecognized tax benefits  March 31, 2009

$
83,259       14-1,
    Note 8.
    Segment
    Reporting   17




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##### 



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, 2009Service and other revenues

$
427,407


$
297,290


$
124,171


$
58,932


$
2,775


$
(268
)

$
910,307Digital handset and accessory revenues


17,622



18,791



7,995



6,593



6







51,007Operating revenues

$
445,029


$
316,081


$
132,166


$
65,525


$
2,781


$
(268
)

$
961,314Segment earnings (losses)

$
154,160


$
88,024


$
41,873


$
9,367


$
(48,284
)

$



$
245,140Management fee


(7,950
)














7,950







Depreciation and amortization


(39,009
)


(33,388
)


(9,851
)


(7,272
)


(3,376
)






(92,896
)Operating income (loss)


107,201



54,636



32,022



2,095



(43,710
)






152,244Interest expense, net


(12,075
)


(10,504
)


1,062



(64
)


(24,707
)


1,692



(44,596
)Interest income


10,856



1,239



208



40



2,002



(1,692
)


12,653Foreign currency transaction (losses) gains, net


(9,540
)


2,395



5,081



(109
)


(5,141
)






(7,314
)Other (expense) income, net


(68
)


(1,317
)


2







(259
)






(1,642
)Income (loss) before income tax

$
96,374


$
46,449


$
38,375


$
1,962


$
(71,815
)

$



$
111,345Capital expenditures

$
25,717


$
113,918


$
10,030


$
15,730


$
4,083


$



$
169,478Three Months Ended March 31, 2008Service and other revenues

$
493,315


$
286,316


$
114,967


$
51,696


$
1,782


$
(326
)

$
947,750Digital handset and accessory revenues


15,057



15,169



11,065



4,162



14







45,467Operating 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


(46,105
)


(31,976
)


(8,739
)


(4,955
)


(2,608
)


98



(94,285
)Operating income (loss)


137,249



49,414



30,639



7,106



(32,841
)


98



191,665Interest expense, net


(16,062
)


(13,265
)


(658
)


(17
)


(23,920
)


1,968



(51,954
)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

$
135,837


$
34,202


$
31,706


$
7,190


$
(52,006
)

$
98


$
157,027Capital expenditures

$
50,060


$
103,399


$
16,828


$
9,010


$
12,631


$



$
191,928March 31, 2009Property, plant and equipment, net

$
642,207


$
815,284


$
197,694


$
159,724


$
117,354


$
(287
)

$
1,931,976Identifiable assets

$
2,107,880


$
1,656,377


$
443,709


$
300,240


$
567,073


$
(287
)

$
5,074,992December 31, 2008Property, plant and equipment, net

$
687,839


$
725,893


$
212,907


$
151,034


$
114,727


$
(287
)

$
1,892,113Identifiable assets

$
2,122,161


$
1,492,488


$
451,694


$
291,825


$
735,535


$
(287
)

$
5,093,416  18




---



##### 



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


20Business Overview


20Handsets in Commercial Service


25Critical Accounting Policies and Estimates


25Ratio of Earnings to Fixed Charges


25Reclassifications


26Results of Operations


26a. Consolidated


27b. Nextel Mexico


30c. Nextel Brazil


33d. Nextel Argentina


35e. Nextel Peru


37f. Corporate and other


39Liquidity and Capital Resources


40Future Capital Needs and Resources


41Forward Looking Statements


44Effect of New Accounting Standards


45  19




---



##### 



Introduction    
    our consolidated financial condition and results of operations
    for the three-month periods ended March 31, 2009 and
    2008; 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 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.   20




---



##### 



Form 10-K
        Focusing on Major Business Centers in Key Latin American
    Markets.
  Targeting High Value Customers.
  Providing Differentiated Services. push-to-talk one-to-many push-to-talk push-to-talk
  Delivering Superior Customer Service.
 21




---



##### 



Selectively Expanding our Service Areas.
  Preserving the iDEN Opportunity.
      Planning for the Future.
 22




---



##### 




    types of features and services supported by the technology and
    our assessment of the demand for those features and services;
    the availability and pricing of related equipment, the spectrum
    bands available in our markets and whether other wireless
    carriers are operating or plan to operate a particular
    technology in those spectrum bands;
    our need to continue to support iDEN-based services for our
    existing customer base either on an ongoing or transitional
    basis; and
    the availability and terms of any financing that we would be
    required to raise in order to acquire the spectrum and fund the
    deployment of an alternative technology. See Future
    Capital Needs and Resources for more information.      
    reducing the demand for our services resulting from reduced
    discretionary spending;
    increasing the level of competition among the other wireless
    service providers as we compete for a smaller number of
    potential customers, which could require us to offer more
    competitive service plans that could result in lower average
    revenue per subscriber; and 23




---



##### 




    increasing the level of voluntary customer turnover due to
    increased competition and simultaneously increasing the levels
    of involuntary customer turnover and bad debt expense as
    customers find it more difficult to pay for services.        
    implementing strategies designed to conserve our liquidity by
    increasing the cash generated by our operations and targeting
    our capital expenditures in areas with greater growth
    opportunities;
    developing and implementing strategies to target, capture and
    retain profitable customers;
    managing our subscriber and revenue growth consistent with our
    long term strategy of expanding our business while improving our
    profitability and cash flow generation;
    improving our efficiency by managing our growth in headcount and
    other expenses at levels consistent with our expectations
    regarding subscriber and revenue growth; and
    developing and implementing network expansion plans that are
    consistent with our long term strategy of meeting our
    customers demand for innovative high quality services
    while remaining consistent with our goal of preserving liquidity
    in light of the uncertain conditions in the capital markets.   24




---



##### 



Handsets
    in Commercial Service    Mexico


Brazil


Argentina


Peru


Chile


Total(handsets in thousands)Handsets in commercial service  December 31, 2008


2,726



1,812



967



669



26



6,200Net subscriber additions


90



127



11



35



3



266Handsets in commercial service  March 31, 2009


2,816



1,939



978



704



29



6,466  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;
    asset retirement obligations;
    foreign currency;
    loss contingencies;
    stock-based compensation; and
    income taxes.  Form 10-K
 Ratio of
    Earnings to Fixed Charges  Three MonthsEndedMarch 31,2009

20082.90x


3.36x
  25




---



##### 




    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             26




---



##### 



14-1, 14-1.
    Three Months Ended March 31,2009


2008


Percent ChangeMexican peso


14.36



10.81



(32.8
)%Brazilian real


2.31



1.74



(32.8
)%Argentine peso


3.54



3.16



(12.0
)%   a.
    Consolidated  % of





% ofConsolidated





Consolidated


Change fromMarch 31,


Operating


March 31,


Operating


Previous Year2009


Revenues


2008


Revenues


Dollars


Percent(dollars in thousands)Operating revenuesService and other revenues

$
910,307



95
%

$
947,750



95
%

$
(37,443
)


(4
)%Digital handset and accessory revenues


51,007



5
%


45,467



5
%


5,540



12
%961,314



100
%


993,217



100
%


(31,903
)


(3
)%Cost of revenuesCost of service (exclusive of depreciation and amortization
    included below)


(255,899
)


(27
)%


(258,509
)


(26
)%


2,610



(1
)%Cost of digital handset and accessory sales


(145,249
)


(15
)%


(134,689
)


(14
)%


(10,560
)


8
%(401,148
)


(42
)%


(393,198
)


(40
)%


(7,950
)


2
%Selling and marketing expenses


(113,213
)


(12
)%


(127,224
)


(13
)%


14,011



(11
)%General and administrative expenses


(201,813
)


(21
)%


(186,845
)


(19
)%


(14,968
)


8
%Depreciation and amortization


(92,896
)


(9
)%


(94,285
)


(9
)%


1,389



(1
)%Operating income


152,244



16
%


191,665



19
%


(39,421
)


(21
)%Interest expense, net


(44,596
)


(5
)%


(51,954
)


(5
)%


7,358



(14
)%Interest income


12,653



1
%


18,940



2
%


(6,287
)


(33
)%Foreign currency transaction (losses) gains, net


(7,314
)


(1
)%


2,905







(10,219
)


NMOther expense, net


(1,642
)






(4,529
)






2,887



(64
)%Income before income tax provision


111,345



11
%


157,027



16
%


(45,682
)


(29
)%Income tax provision


(40,707
)


(4
)%


(50,192
)


(5
)%


9,485



(19
)%Net income

$
70,638



7
%

$
106,835



11
%

$
(36,197
)


(34
)%     NM-Not Meaningful
   27




---



##### 



1.
    Operating
    revenues    2.
    Cost of
    revenues    3.
    Selling and
    marketing expenses    4.
    General and
    administrative expenses    
    a $7.6 million, or 41%, increase in consolidated bad debt
    expense, largely as a result of the weaker economic environment
    in Mexico; and 28




---



##### 




    a $4.0 million, or 24%, increase in consolidated
    information technology expenses primarily as a result of an
    increase in information technology personnel and higher systems
    maintenance costs, both of which are related to our deployment
    of new billing systems in some of our markets.  5.
    Interest
    expense, net    14-1
  6.
    Foreign
    currency transaction (losses) gains, net    7.
    Income tax
    provision    Segment
    Results
    % ofConsolidated% of





% of


Selling,


Selling,Consolidated





Consolidated


General and


General and


SegmentThree Months Ended

Operating


Operating


Cost of


Cost of


Administrative


Administrative


EarningsMarch 31, 2009

Revenues


Revenues


Revenues


Revenues


Expenses


Expenses


(Losses)(dollars in thousands)Nextel Mexico

$
445,029



46
%

$
(171,912
)


43
%

$
(118,957
)


38
%

$
154,160Nextel Brazil


316,081



33
%


(134,424
)


33
%


(93,633
)


30
%


88,024Nextel Argentina


132,166



14
%


(58,242
)


14
%


(32,051
)


10
%


41,873Nextel Peru


65,525



7
%


(34,549
)


9
%


(21,609
)


7
%


9,367Corporate and other


2,781







(2,289
)


1
%


(48,776
)


15
%


(48,284
)Intercompany eliminations


(268
)






268















Total consolidated

$
961,314



100
%

$
(401,148
)


100
%

$
(315,026
)


100
%   29




---



##### 



% 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
%     b.
    Nextel
    Mexico  % of





% ofNextel





NextelMexicos





Mexicos


Change fromMarch 31,


Operating


March 31,


Operating


Previous Year2009


Revenues


2008


Revenues


Dollars


Percent(dollars in thousands)Operating revenuesService and other revenues

$
427,407



96
%

$
493,315



97
%

$
(65,908
)


(13
)%Digital handset and accessory revenues


17,622



4
%


15,057



3
%


2,565



17
%445,029



100
%


508,372



100
%


(63,343
)


(12
)%Cost of revenuesCost of service (exclusive of depreciation and amortization
    included below)


(83,589
)


(19
)%


(97,337
)


(19
)%


13,748



(14
)%Cost of digital handset and accessory sales


(88,323
)


(20
)%


(79,485
)


(16
)%


(8,838
)


11
%(171,912
)


(39
)%


(176,822
)


(35
)%


4,910



(3
)%Selling and marketing expenses


(53,724
)


(12
)%


(73,065
)


(14
)%


19,341



(26
)%General and administrative expenses


(65,233
)


(14
)%


(66,733
)


(13
)%


1,500



(2
)%Segment earnings


154,160



35
%


191,752



38
%


(37,592
)


(20
)%Management fee


(7,950
)


(2
)%


(8,398
)


(2
)%


448



(5
)%Depreciation and amortization


(39,009
)


(9
)%


(46,105
)


(9
)%


7,096



(15
)%Operating income


107,201



24
%


137,249



27
%


(30,048
)


(22
)%Interest expense, net


(12,075
)


(3
)%


(16,062
)


(3
)%


3,987



(25
)%Interest income


10,856



3
%


10,569



2
%


287



3
%Foreign currency transaction (losses) gains, net


(9,540
)


(2
)%


4,160



1
%


(13,700
)


NMOther expense, net


(68
)






(79
)






11



(14
)%Income before income tax

$
96,374



22
%

$
135,837



27
%

$
(39,463
)


(29
)%     NM-Not Meaningful
   30




---



##### 



1.
    Operating
    revenues     31




---



##### 



2.
    Cost of
    revenues    
    a $7.6 million, or 16%, decrease in interconnect costs,
    largely as a result of the depreciation of the Mexican peso
    relative to the U.S. dollar, partially offset by a 4%
    increase in interconnect minutes of use; and
    a $4.0 million, or 12%, decrease in direct switch and
    transmitter and receiver site costs due to the depreciation of
    the Mexican peso relative to the U.S. dollar, partially
    offset by a 9% increase in the number of transmitter and
    receiver sites in service from March 31, 2008 to
    March 31, 2009 and an increase in software and hardware
    maintenance costs.    3.
    Selling and
    marketing expenses    
    an $11.1 million, or 28%, decrease in indirect commissions,
    primarily due to the depreciation of the Mexican peso relative
    to the U.S. dollar, partially offset by a 6% increase in
    gross additions generated by Nextel Mexicos external sales
    channels;
    a $4.5 million, or 21%, decrease in direct commissions and
    payroll expenses, principally due to the depreciation of the
    Mexican peso relative to the U.S. dollar, partially offset
    by a 7% increase in gross subscriber additions generated by
    Nextel Mexicos internal sales personnel; and
    a $3.1 million, or 29%, decrease in advertising costs
    primarily resulting from the depreciation of the Mexican peso
    relative to the U.S. dollar.  4.
    General and
    administrative expenses    
    a $3.8 million, or 16%, decrease in general corporate costs
    resulting from the depreciation of the Mexican peso relative to
    the U.S. dollar; and
    a $3.0 million, or 12%, decrease in customer care expenses,
    primarily due to the depreciation of the Mexican peso relative
    to the U.S. dollar, partially offset by an increase in
    payroll and employee related expenses caused by an increase in
    customer care personnel necessary to support Nextel
    Mexicos growing customer base; partially offset by
    a $4.7 million, or 39%, increase in bad debt expense
    primarily due to a decrease in customer collections from new
    subscribers that have higher credit risk, as well as a change in
    the mix of Nextel Mexicos customer base toward more
    individual customers.  5.
    Depreciation
    and amortization   32




---



##### 



6.
    Interest
    expense, net    7.
    Foreign
    currency transaction (losses) gains, net      c.
    Nextel
    Brazil  % of





% ofNextel





NextelBrazils





Brazils


Change fromMarch 31,


Operating


March 31,


Operating


Previous Year2009


Revenues


2008


Revenues


Dollars


Percent(dollars in thousands)Operating revenuesService and other revenues

$
297,290



94
%

$
286,316



95
%

$
10,974



4
%Digital handset and accessory revenues


18,791



6
%


15,169



5
%


3,622



24
%316,081



100
%


301,485



100
%


14,596



5
%Cost of revenuesCost of service (exclusive of depreciation and amortization
    included below)


(105,096
)


(33
)%


(100,469
)


(33
)%


(4,627
)


5
%Cost of digital handset and accessory sales


(29,328
)


(9
)%


(28,062
)


(9
)%


(1,266
)


5
%(134,424
)


(42
)%


(128,531
)


(42
)%


(5,893
)


5
%Selling and marketing expenses


(37,699
)


(12
)%


(35,332
)


(12
)%


(2,367
)


7
%General and administrative expenses


(55,934
)


(18
)%


(56,232
)


(19
)%


298



(1
)%Segment earnings


88,024



28
%


81,390



27
%


6,634



8
%Depreciation and amortization


(33,388
)


(11
)%


(31,976
)


(11
)%


(1,412
)


4
%Operating income


54,636



17
%


49,414



16
%


5,222



11
%Interest expense, net


(10,504
)


(3
)%


(13,265
)


(4
)%


2,761



(21
)%Interest income


1,239







997







242



24
%Foreign currency transaction gains (losses), net


2,395



1
%


(1,747
)


(1
)%


4,142



(237
)%Other expense, net


(1,317
)






(1,197
)






(120
)


10
%Income before income tax

$
46,449



15
%

$
34,202



11
%

$
12,247



36
%    33




---



##### 



1.
    Operating
    revenues    
    a 40% 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;
    partially offset by
    a decline in average revenue per subscriber primarily due to the
    33% depreciation in the Brazilian real.    2.
    Cost of
    revenues    
    a $2.9 million, or 5%, increase in interconnect costs
    resulting from a 50% increase in interconnect minutes of use,
    which is partially offset by the depreciation of the
    real; and
    a $1.9 million, or 18%, increase in service and repair
    costs largely due to an increase in the cost of repairs per
    subscriber related to a change in the mix of handsets toward
    more mid and high tier handsets, partially offset by a decreased
    percentage of Nextel Brazils subscriber base participating
    in its handset maintenance program.    3.
    Selling and
    marketing expenses   34




---



##### 



d.
    Nextel
    Argentina  % of





% ofNextel





NextelArgentinas





Argentinas


Change fromMarch 31,


Operating


March 31,


Operating


Previous Year2009


Revenues


2008


Revenues


Dollars


Percent(dollars in thousands)Operating revenuesService and other revenues

$
124,171



94
%

$
114,967



91
%

$
9,204



8
%Digital handset and accessory revenues


7,995



6
%


11,065



9
%


(3,070
)


(28
)%132,166



100
%


126,032



100
%


6,134



5
%Cost of revenuesCost of service (exclusive of depreciation and amortization
    included below)


(44,773
)


(34
)%


(41,356
)


(33
)%


(3,417
)


8
%Cost of digital handset and accessory sales


(13,469
)


(10
)%


(16,912
)


(13
)%


3,443



(20
)%(58,242
)


(44
)%


(58,268
)


(46
)%


26



Selling and marketing expenses


(10,102
)


(8
)%


(9,663
)


(8
)%


(439
)


5
%General and administrative expenses


(21,949
)


(16
)%


(18,723
)


(15
)%


(3,226
)


17
%Segment earnings


41,873



32
%


39,378



31
%


2,495



6
%Depreciation and amortization


(9,851
)


(8
)%


(8,739
)


(7
)%


(1,112
)


13
%Operating income


32,022



24
%


30,639



24
%


1,383



5
%Interest expense, net


1,062



1
%


(658
)






1,720



(261
)%Interest income


208







1,267



1
%


(1,059
)


(84
)%Foreign currency transaction gains, net


5,081



4
%


430







4,651



NMOther income, net


2







28







(26
)


(93
)%Income before income tax

$
38,375



29
%

$
31,706



25
%

$
6,669



21
%     NM-Not Meaningful
      1.
    Operating
    revenues   35




---



##### 



2.
    Cost of
    revenues    
    a $2.5 million, or 23%, increase in service and repair
    costs, largely as a result of an increased number of claims per
    subscriber submitted under Nextel Argentinas handset
    maintenance program; and
    a $2.1 million, or 24%, increase in direct switch and
    transmitter and receiver site costs due to a 19% increase in the
    number of transmitter and receiver sites in service from
    March 31, 2008 to March 31, 2009; partially offset by
    a $1.4 million, or 7%, decrease in interconnect costs,
    largely as a result of the depreciation of the Argentine peso
    relative to the U.S. dollar as the interconnect minutes of
    use remained constant between the two periods.    3.
    General and
    administrative expenses    
    a $1.3 million, or 13%, increase in other general and
    administrative costs primarily due to an increase in payroll and
    related expenses caused by an increase in personnel and an
    increase in salaries consistent with the ongoing inflation in
    Argentina;
    a $1.0 million, or 90%, increase in bad debt expense
    primarily due to an increase in customer turnover resulting from
    a decrease in customer collections; and
    a $0.9 million, or 18%, increase in customer care expenses
    resulting from an increase in customer care personnel necessary
    to support a larger customer base and an increase in salaries
    consistent with the ongoing inflation in Argentina.  4.
    Foreign
    currency transaction gains, net   36




---



##### 



e.
    Nextel
    Peru  % of





% ofNextel





NextelPerus





Perus


Change fromMarch 31,


Operating


March 31,


Operating


Previous Year2009


Revenues


2008


Revenues


Dollars


Percent(dollars in thousands)Operating revenuesService and other revenues

$
58,932



90
%

$
51,696



93
%

$
7,236



14
%Digital handset and accessory revenues


6,593



10
%


4,162



7
%


2,431



58
%65,525



100
%


55,858



100
%


9,667



17
%Cost of revenuesCost of service (exclusive of depreciation and amortization
    included below)


(21,100
)


(32
)%


(18,468
)


(33
)%


(2,632
)


14
%Cost of digital handset and accessory sales


(13,449
)


(21
)%


(9,774
)


(18
)%


(3,675
)


38
%(34,549
)


(53
)%


(28,242
)


(51
)%


(6,307
)


22
%Selling and marketing expenses


(8,136
)


(12
)%


(6,268
)


(11
)%


(1,868
)


30
%General and administrative expenses


(13,473
)


(21
)%


(9,287
)


(16
)%


(4,186
)


45
%Segment earnings


9,367



14
%


12,061



22
%


(2,694
)


(22
)%Depreciation and amortization


(7,272
)


(11
)%


(4,955
)


(9
)%


(2,317
)


47
%Operating income


2,095



3
%


7,106



13
%


(5,011
)


(71
)%Interest expense, net


(64
)






(17
)






(47
)


276
%Interest income


40







291







(251
)


(86
)%Foreign currency transaction losses, net


(109
)






(191
)






82



(43
)%Other income, net










1







(1
)


(100
)%Income before income tax

$
1,962



3
%

$
7,190



13
%

$
(5,228
)


(73
)%       1.
    Operating
    revenues     37




---



##### 



2.
    Cost of
    revenues    
    a 41% increase in direct switch and transmitter and receiver
    site costs due to an 18% increase in the number of sites in
    service from March 31, 2008 to March 31, 2009, as well
    as an increase in operating and maintenance costs per
    site; and
    a 59% increase in service and repair costs largely due to an
    increased percentage of Nextel Perus subscriber base
    participating in its handset maintenance program; partially
    offset by
    a 10% decrease in interconnect costs largely due to the net
    effect of a reduction in the interconnect rates charged to
    Nextel Peru when Nextel Perus subscribers make calls to
    customers with other service providers and a 4% increase in
    interconnect minutes of use.    3.
    Selling and
    marketing expenses    4.
    General and
    administrative expenses   38




---



##### 



f.
    Corporate
    and other  % of





% ofNextel





NextelPerus





Perus


Change fromMarch 31,


Operating


March 31,


Operating


Previous Year2009


Revenues


2008


Revenues


Dollars


Percent(dollars in thousands)Operating revenuesService and other revenues

$
2,775



100
%

$
1,782



99
%

$
993



56
%Digital handset and accessory revenues


6







14



1
%


(8
)


(57
)%2,781



100
%


1,796



100
%


985



55
%Cost of revenuesCost of service (exclusive of depreciation and amortization
    included below)


(1,609
)


(58
)%


(1,205
)


(67
)%


(404
)


34
%Cost of digital handset and accessory sales


(680
)


(24
)%


(456
)


(25
)%


(224
)


49
%(2,289
)


(82
)%


(1,661
)


(92
)%


(628
)


38
%Selling and marketing expenses


(3,552
)


(128
)%


(2,896
)


(161
)%


(656
)


23
%General and administrative expenses


(45,224
)


NM



(35,870
)


NM



(9,354
)


26
%Segment losses


(48,284
)


NM



(38,631
)


NM



(9,653
)


25
%Management fee


7,950



286
%


8,398



NM



(448
)


(5
)%Depreciation and amortization


(3,376
)


(121
)%


(2,608
)


(145
)%


(768
)


29
%Operating loss


(43,710
)


NM



(32,841
)


NM



(10,869
)


33
%Interest expense, net


(24,707
)


NM



(23,920
)


NM



(787
)


3
%Interest income


2,002



72
%


7,784



NM



(5,782
)


(74
)%Foreign currency transaction (losses) gains, net


(5,141
)


(185
)%


253



14
%


(5,394
)


NMOther expense, net


(258
)


(9
)%


(3,282
)


(183
)%


3,024



(92
)%Loss before income tax

$
(71,814
)


NM


$
(52,006
)


NM


$
(19,808
)


38
%     NM-Not Meaningful
    1.
    General and
    administrative expenses    2.
    Interest
    income   39




---



##### 



3.
    Foreign
    currency transaction (losses) gains, net   Liquidity
    and Capital Resources        Future Outlook
  Cash
    Flows
  Three Months EndedMarch 31,2009


2008


ChangeCash and cash equivalents, beginning of year

$
1,243,251


$
1,370,165


$
(126,914
)Net cash provided by operating activities


137,400



158,955



(21,555
)Net cash used in investing activities


(165,591
)


(204,926
)


39,335Net cash (used in) provided by financing activities


(19,535
)


52,176



(71,711
)Effect of exchange rate changes on cash and cash equivalents


(39,074
)


9,054



(48,128
)Cash and cash equivalents, end of year

$
1,156,451


$
1,385,424


$
(228,973
)  40




---



##### 



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 currency 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 purchases;
    operating expenses and capital expenditures related to the
    deployment of next generation networks in our other markets if
    we are successful in acquiring spectrum;
    debt service requirements, including tower financing and capital
    lease obligations;
    cash taxes; and
    other general corporate expenditures.  Capital Expenditures.
 41




---



##### 




    the extent to which we expand the coverage of our networks in
    new or existing market areas;
    the number of additional transmitter and receiver sites we build
    in order to increase system capacity and maintain system quality
    and the costs associated with the installation of related
    switching equipment in some of our existing market areas;
    the extent to which we add capacity to our networks;
    the amount we spend to deploy the next generation network in
    Peru that utilizes the 1.9 GHz spectrum that we acquired in
    2007;
    the costs we incur in connection with future spectrum
    acquisitions and the development and deployment of any future
    next generation networks in our other markets; and
    the costs we incur in connection with
    non-network
    related information technology projects.    Future Outlook.
    
    the timing of the auctions, whether we are successful in
    acquiring spectrum in those auctions, and the amounts paid for
    the spectrum rights if we are successful;
    the nature and extent of any regulatory requirements that may be
    imposed regarding the timing and scope of the deployment of the
    new networks; and 42




---



##### 




    our assessment of market conditions and their impact on both the
    business opportunities supported by the new networks and the
    availability of funding to support their construction.      
    cash and cash equivalents on hand and short-term-investments
    available to fund our operations;
    expected cash flows from operations;
    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 expectation of the values of the currencies in the countries
    in which we conduct business relative to the U.S. dollar;
    our scheduled debt service; and
    income taxes.    
    if our plans change;
    if we decide to expand into new markets or expand our geographic
    coverage or network capacity in our existing markets beyond our
    current plans, as a result of the construction of additional
    portions of our networks or the acquisition of competitors or
    others;
    if currency values in our markets depreciate further relative to
    the U.S. dollar;
    if economic conditions in any of our markets change generally;
    if competitive practices in the mobile wireless
    telecommunications industry in certain of our markets change
    materially from those currently prevailing or from those now
    anticipated; or
    if other presently unexpected circumstances arise that have a
    material effect on the cash flow or profitability of our mobile
    wireless business.    
    the commercial success of our operations;
    the volatility and demand of the capital markets; and
    the future market prices of our securities.  4. Our funding needs and
    debt service requirements could make us more dependent on
    external financing. If we are unable to obtain
 43




---



##### 



financing, our business may be adversely affected. 5. Our current and future debt may limit our
    flexibility and increase our risk of default. Form 10-K.
 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, including the impact of the current uncertainties in
    global economic conditions;
    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;
    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;
    our ability to access sufficient debt or equity capital to meet
    any future operating and financial needs, including the impact
    of the recent disruption in global capital markets that have
    made it more difficult or costly to obtain funding on acceptable
    terms;
    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 our mobile 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;
    the risk of deploying new technologies, including the potential
    need for additional funding to support that deployment, 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 or
    to successfully deploy new systems that support those functions;
    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 communications 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; 44




---



##### 




    market acceptance of our new service offerings; 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 2008 annual
    report on
    Form 10-K. Effect of
    New Accounting Standards      No. 07-5, EITF 07-5. EITF 07-5 EITF 07-5 EITF 07-5
   45




---



##### 



No. 142-3, FSP 142-3. FSP 142-3 FSP 142-3 FSP 142-3 FSP 142-3
  No. 107-1 28-1, FSP 107-1 28-1. FSP 107-1 28-1 FSP 107-1 28-1 FSP 107-1 28-1 FSP 107-1 28-1
  No. 157-4, FSP 157-4, FSP 157-4 FSP 157-4 FSP 157-4
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk.       46




---



##### 



Year of Maturity


March 31, 2009


December 31, 20081 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$)

$
17,237


$
3,064


$
22,313


$
1,201,191


$
1,191


$
350,019


$
1,595,015


$
1,201,422


$
1,579,600


$
1,066,131Average Interest Rate


4.2
%


8.9
%


9.9
%


3.1
%


7.3
%


2.8
%


3.2
%






3.2
%Fixed Rate (MP)

$
32,131


$
5,306


$
6,246


$
7,362


$
8,689


$
88,701


$
148,435


$
90,166


$
158,104


$
95,870Average Interest Rate


12.0
%


15.5
%


15.5
%


15.5
%


15.5
%


15.4
%


14.8
%






14.7
%Fixed Rate (BR)

$
2,928


$
3,409


$
4,153


$
4,975


$
6,086


$
56,925


$
78,476


$
31,855


$
77,924


$
38,414Average Interest Rate


19.5
%


20.2
%


20.6
%


21.3
%


21.9
%


24.0
%


23.1
%






23.2
%Variable Rate (US$)

$
60,779


$
81,039


$
237,639


$
62,825


$
10,227


$
4,091


$
456,600


$
428,930


$
456,600


$
408,776Average Interest Rate


3.0
%


3.0
%


2.6
%


3.0
%


3.0
%


3.0
%


2.8
%






2.9
%Variable Rate (MP)

$
18,955


$



$



$



$



$



$
18,955


$
18,828


$
20,066


$
19,372Average Interest Rate


9.0
%






















9.0
%






9.0
%Interest Rate Swap:Variable to Fixed

$
13,301


$



$



$



$



$



$
13,301


$
(134
)

$
13,301


$
(124
)Average Pay Rate


10.8
%






















10.8
%






10.8
%Average Receive Rate


9.0
%






















9.0
%






9.0
%   Item 4.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
      Changes
    in Internal Control over Financial Reporting
   47




---



##### 



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings.      Item 1A.
    Risk
    Factors.  Form 10-K 1. Adverse
    changes in the economic environment in our markets and a decline
    in foreign exchange rates for currencies in our markets and
    increases in the cost of capital may adversely affect our growth
    and our operating results,
    Item 6.
    Exhibits.  ExhibitNumber

Exhibit Description10
.1

Form of Executive Officer Restricted Stock Award Agreement
    (incorporated by reference to Exhibit 10.1 to NII
    Holdings
    Form 8-K,
    filed on April 22, 2009).10
.2

Form of Employee Nonqualified Stock Option Agreement
    (incorporated by reference to Exhibit 10.2 to NII
    Holdings
    Form 8-K,
    filed on April 22, 2009).10
.3

Form of Director Restricted Stock Award Agreement.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/  CATHERINE
    E. NEEL        49




---



##### 



EXHIBIT INDEX
  ExhibitNumber

Exhibit Description10
.1

Form of Executive Officer Restricted Stock Award Agreement
    (incorporated by reference to Exhibit 10.1 to NII Holdings
    Form 8-K, filed on April 22, 2009).10
.2

Form of Employee Nonqualified Stock Option Agreement
    (incorporated by reference to Exhibit 10.2 to NII Holdings
    Form 8-K, filed on April 22, 2009).10
.3

Form of Director Restricted Stock Award Agreement.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