##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K





(Mark One)


x






o







NEXTEL PARTNERS, INC.


(Exact Name of Registrant as Specified in Its Charter)


DELAWARE


(State or other Jurisdiction of Incorporation or
Organization)


91-1930918


(I.R.S. Employer Identification No.)




(Address of principal executive offices, zip code and
registrants telephone number, including area code)






x o


o


x o






|                           |  |  |                                   | 
|-------------------------- |  |  | --------------------------------- | 
|                           |  |  |                                   | 
|OUTSTANDING TITLE OF CLASS |  |  | NUMBER OF SHARES ON MARCH 4, 2005 | 
|                           |  |  |                                   | 
|Class A Common Stock       |  |  | 182,859,900 shares                | 
|                           |  |  |                                   | 
|Class B Common Stock       |  |  | 84,632,604 shares                 | 
|                           |  |  |                                   | 

DOCUMENTS INCORPORATED BY REFERENCE






---










NEXTEL PARTNERS, INC. 
 FORM 10-K 
 TABLE OF CONTENTS


|                |  |                                                                                                                      |  |     
|--------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | ----
|PART I          |  |                                                                                                                      |  | PAGE
|               
|Item 1.         |  | Business                                                                                                             |  | 3   
|Item 2.         |  | Properties                                                                                                           |  | 39  
|Item 3.         |  | Legal Proceedings                                                                                                    |  | 39  
|Item 4.         |  | Submission of Matters to a Vote of Security
    Holders                                                              |  | 41  
|PART II         |  |                                                                                                                      |  |     
|               
|Item 5.         |  | Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities |  | 42  
|Item 6.         |  | Selected Financial Data                                                                                              |  | 43  
|Item 7.         |  | Managements Discussion and Analysis
    of Financial Condition and Results of Operation                             |  | 48  
|Item 7A.        |  | Quantitative and Qualitative Disclosures
    about Market Risk                                                       |  | 68  
|Item 8.         |  | Financial Statements and Supplementary
    Data                                                                      |  | 71  
|Item 9.         |  | Changes in and Disagreements with
    Accountants on Accounting and Financial Disclosure                             |  | 104 
|Item 9A.        |  | Controls and Procedures                                                                                              |  | 104 
|Item 9B.        |  | Other Information                                                                                                    |  | 104 
|PART III        |  |                                                                                                                      |  |     
|               
|Item 10.        |  | Directors and Executive Officers of the
    Registrant                                                               |  | 106 
|Item 11.        |  | Executive Compensation                                                                                               |  | 107 
|Item 12.        |  | Security Ownership of Certain Beneficial
    Owners and Management                                                   |  | 107 
|Item 13.        |  | Certain Relationships and Related
    Transactions                                                                   |  | 107 
|Item 14.        |  | Principal Accounting Fees and Services                                                                               |  | 107 
|PART IV         |  |                                                                                                                      |  |     
|               
|Item 15.        |  | Exhibits and Financial Statement
    Schedules                                                                       |  | 108 
|                |  | Signatures                                                                                                           |  | 109 
|EXHIBIT 3.2    
|EXHIBIT 10.2(J)
|EXHIBIT 10.81  
|EXHIBIT 10.82  
|EXHIBIT 21     
|EXHIBIT 23.1   
|EXHIBIT 31.1   
|EXHIBIT 31.2   
|EXHIBIT 32.1   
|EXHIBIT 32.2   





---



##### Table of Contents












PART I





ITEM 1. BUSINESS




Overview


SM










|  |                                                                                                                                                                                         
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | digital cellular voice, including advanced calling features such
    as speakerphone, conference calling, voicemail, call forwarding
    and additional line service;                   
| 
| | Direct Connect® service, the digital walkie-talkie service
    that allows customers to instantly connect with business
    associates, family and friends without placing a phone call;
| 
| | short messaging, the service that utilizes the Internet to keep
    customers connected to clients, colleagues and family with text,
    numeric and two-way messaging; and             



---



##### Table of Contents











|  |                                                                                                                                                                                                                                                                                                 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Nextel Online® services, which provide customers with
    Internet-ready handsets access to the World Wide Web and an
    organizations internal database, as well as web-based
    applications such as e-mail, address books, calendars and
    advanced Java enabled business applications.



Strategic Alliance with Nextel






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Nextel Brand and Differentiated Marketing Programs. We
    have the exclusive right to build, operate and provide fully
    integrated digital wireless communication services using the
    integrated Digital Enhanced Network, or iDEN, platform developed
    by Motorola, Inc. (Motorola) and the Nextel brand
    name in all of our markets. We benefit from Nextels
    national advertising and promotion of its brand.



|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Integrated Nationwide Network. Our network is
    operationally seamless with Nextels network, enabling our
    respective customers to utilize the same voice and data services
    when operating on either companys network.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| 
| | Exclusive Roaming Arrangement. We have the exclusive
    right to provide wireless communication services to
    Nextels customers who roam into our markets. Pursuant to
    our operating agreements with Nextel WIP, Nextels
    subscribers generate revenue for us when they roam into our
    markets, and we pay Nextel when our subscribers roam into its
    markets. For the year ended December 31, 2004, we earned
    $158.7 million in roaming revenues from Nextel customers
    who utilized our portion of the Nextel Digital Wireless Network.                                                                                                                                                                                                                                                                                                                                                                                                         
| 
| | Coordinated Infrastructure Development. In exchange for a
    fee, based on Nextels cost to provide the service, we have
    the right to utilize portions of Nextels network
    infrastructure, including certain switching facilities and
    network monitoring systems, until our customer volume makes it
    advantageous for us to build our own. The operating agreements
    with Nextel WIP also provide us access to technology
    improvements resulting from Nextels research and
    development.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| 
| | Supplier Relationships. Nextel assists us in obtaining
    substantially the same terms it receives from suppliers of
    equipment and services. We also have the ability to develop our
    own relationships with suppliers of our choice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| 
| | National Accounts. Numerous offices and branches of
    Nextels national accounts have become our customers when
    we have launched service in their area.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| 
| | International Roaming. We have the ability to either
    operate under Nextels international roaming agreements or,
    under certain circumstances, to require Nextel WIP to provide us
    with comparable international roaming capabilities under its
    agreements with international carriers. Accordingly, our
    customers are able to travel worldwide and still receive the
    benefits of their Nextel service. For example, in coordination
    with Nextel, our customers have the ability to roam in the
    Mexico market area where NII Holdings, Inc. offers iDEN-based
    services and also in the Canadian market areas where TELUS
    offers iDEN-based services. Furthermore, by using the Motorola
    i2000plus handset, a dual mode handset that operates on both the
    iDEN technology and the GSM 900 MHz standard, our customers
    receive digital roaming services on iDEN 800 MHz and GSM
    900 MHz networks in over 80 countries.





---



##### Table of Contents











Business Strategy






|  |                                                           
|- | ----------------------------------------------------------
| | Strive for 100% employee satisfaction.                    
| 
| | Strive for 100% customer satisfaction.                    
| 
| | Achieve targeted revenue growth with a low cost structure.
| 
| | Achieve win-win results through the power of teamwork.    
| 
| | Work smart while remaining humble.                        



Provide Differentiated Package of Wireless Services.




sm sm


Deliver Unparalleled Customer Service.




---



##### Table of Contents











Target Business Customers.




Maintain a Robust, Reliable Network.








---



##### Table of Contents











Maintain Effective Pricing Strategy with Focus on Mid-Sized
and Rural Markets.




Markets




|          |  |                                                              |  |           
|--------- |  | ------------------------------------------------------------ |  | ----------
|          |  |                                                              |  | Licensed  
|Region    |  | Markets(1)                                                   |  | Pops      
|         
|Northeast |  | Central PA (Wilkes-Barre/Scranton/Harrisburg/York/Lancaster) |  | 2,932,445 
|          |  | Syracuse/Utica-Rome/Binghamton/Elmira, NY                    |  | 2,069,227 
|          |  | Western PA (Altoona/Johnstown/State College/Williamsport)    |  | 1,484,155 
|          |  | Buffalo/Jamestown, NY                                        |  | 1,483,394 
|          |  | Rochester, NY                                                |  | 1,215,492 
|          |  | Albany/Glens Falls, NY                                       |  | 1,189,356 
|          |  | Burlington, VT                                               |  | 708,964   
|          |  | Erie, PA                                                     |  | 369,812   
|          |  |                                                              |  |           
|          |  | Total                                                        |  | 11,452,845
|          |  |                                                              |  |           



---



##### Table of Contents









|                  |  |                                                                         |  |           
|----------------- |  | ----------------------------------------------------------------------- |  | ----------
|                  |  |                                                                         |  | Licensed  
|Region            |  | Markets(1)                                                              |  | Pops      
|                 
|Midwest           |  | Nebraska (Omaha/Lincoln)                                                |  | 1,842,424 
|                  |  | Green Bay, WI                                                           |  | 1,715,820 
|                  |  | Eastern Iowa (Waterloo/Dubuque/Davenport/Cedar Rapids/Iowa City)        |  | 1,678,383 
|                  |  | E. Minnesota/W. Wisconsin (Duluth/Rochester/Eau
    Claire/La Crosse)   |  | 1,495,614 
|                  |  | Central Iowa (Des Moines)                                               |  | 1,395,412 
|                  |  | Western IL (Peoria/Springfield/Decatur)                                 |  | 1,060,357 
|                  |  | Idaho (Idaho Falls/Pocatello/Boise/Twin Falls)                          |  | 1,066,307 
|                  |  | North Dakota/Western Minnesota (Fargo/Grand Forks)                      |  | 983,659   
|                  |  | Sioux City/Sioux Falls IA/SD                                            |  | 840,634   
|                  |  | Central IL (Champaign/Bloomington)                                      |  | 729,339   
|                  |  |                                                                         |  |           
|                  |  | Total                                                                   |  | 12,807,949
|                  |  |                                                                         |  |           
|South             |  | Arkansas (Fayetteville/Fort Smith/Pine Bluff/Little Rock)               |  | 2,438,833 
|                  |  | East Texas/Northern Louisiana (Tyler/Longview/Shreveport/Monroe)        |  | 2,108,401 
|                  |  | South Texas (McAllen/Harlingen/Brownsville/Corpus
    Christi/Victoria) |  | 2,081,616 
|                  |  | Indiana (Terre Haute/Evansville/Owensboro)                              |  | 1,966,582 
|                  |  | West Virginia (Charleston)                                              |  | 1,916,860 
|                  |  | Louisville, KY                                                          |  | 1,877,713 
|                  |  | West Texas
    (Amarillo/Abilene/Lubbock/Odessa-Midland/San Angelo)     |  | 1,792,519 
|                  |  | Virginia (Roanoke/Lynchburg/Charlottesville)                            |  | 1,727,846 
|                  |  | Southern Louisiana (Lafayette/Lake Charles)                             |  | 1,576,369 
|                  |  | Lexington, KY                                                           |  | 1,509,440 
|                  |  | Mississippi (Hattiesburg/Jackson)                                       |  | 1,448,359 
|                  |  | Georgia (Macon-Warner Robins/Albany)                                    |  | 1,321,756 
|                  |  | Pensacola, FL                                                           |  | 1,188,113 
|                  |  | Mobile, AL                                                              |  | 1,056,554 
|                  |  | Central Texas (Temple-Killeen/Waco/Bryan-College Station)               |  | 923,920   
|                  |  | Tennessee (Bristol/Johnson City/Kingsport, VA/TN)                       |  | 791,611   
|                  |  | Montgomery, AL                                                          |  | 738,994   
|                  |  | Tallahassee, FL                                                         |  | 736,049   
|                  |  | Augusta, GA                                                             |  | 606,785   
|                  |  | Columbus, GA                                                            |  | 437,150   
|                  |  |                                                                         |  |           
|                  |  | Total                                                                   |  | 28,245,470
|                  |  |                                                                         |  |           
|Noncontinental US |  | Hawaii (all islands)                                                    |  | 1,257,608 
|                  |  |                                                                         |  |           
|                  |  | Total                                                                   |  | 53,763,872
|                  |  |                                                                         |  |           




|    |                                                                                                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | We may, from time to time, reconfigure our markets to take
    advantage of build-out and management synergies and marketing
    opportunities. Accordingly, the way we group our markets may
    increase or decrease the total number of markets and,
    correspondingly, increase or decrease the population estimates
    for the newly configured market.







---



##### Table of Contents









General Business


Revenues.


Distribution Channels.


Business Developments




| |                                     
| | ------------------------------------
| | Customer Products and
    Solutions.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Products. We currently offer a wide variety of
    handsets, with a broad range of features and price points. In
    2004, we expanded our current product line to include five new
    wireless handsets manufactured by Motorolathe i710, i830,
    i860, i315 and i325. These new handsets expand our product line
    and allow customers to select a handset that best meets the
    demands of their work environment or lifestyle. All of our
    handsets offer an advanced, intuitive user interface, storage
    for up to 600 contacts, assignable ring tones, Internet access
    and global position satellite (GPS) receivers for
    E911 (the 911 emergency mobile telephone service) and other
    location-based services. The i710 is a flip-style handset for
    value-oriented businesses, government and individual customers.
    The i710 is designed for customers who want the advanced
    software features of our higher-end handsets at a more moderate
    price. The i315 and i325 expand our line of durable, rain
    resistant handsets and offer more choice to customers who demand
    that their handsets perform under extreme conditions, such as
    those found at a construction site. Both handsets offer Direct
    Talka new off-network walkie-talkie feature that provides
    back-up communications in times of emergency, network outage or
    when traveling to remote areas not under Nextel Digital Wireless
    Network coverage. Direct Talk operates by using the handsets to
    transmit and receive walkie-talkie service without using our
    cell sites or switches. The i315 is a ruggedized handset
    designed for field service, construction and transportation
    customers as well as individuals with active lifestyles. The
    i325 is a rugged, feature-rich handset for public safety and
    other field-based workers for whom mission critical
    communications is an important part of their job.
|
| | In June 2004, we introduced our smallest handset everthe
    i830. This sleek, flip style handset is designed for customers
    who want a small, lightweight handset that they can carry in a
    pocket, purse or on a belt with increased comfort. In September
    2004 we launched our first camera handsetthe i860. This
    new high-end, flip-style handset is the only camera handset on
    the market that combines the power of Nextel Direct Connect with
    two new services: Multimedia Messaging and Nextel Direct
    Sendsm.
    Multimedia Messaging allows customers to wirelessly send text,
    audio or pictures to email addresses or other Nextel handsets.
    Direct Send is an exclusive feature that allows customers to
    instantly send contact information stored in their handset, via
    the push-to-talk button, to other Direct Send capable handsets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | To further expand our differentiated suite of products and
    services, we also offer BlackBerry® handheld devices
    manufactured by Research in Motion, Inc. (RIM) with
    both voice and data capabilities. This personal data assistant
    (PDA) style handset operates on the Nextel Digital Wireless
    Network, integrates our four-in-one offering and
    supports Java 2 Micro Edition
    (J2MEtm)
    applications. We believe this product is an ideal tool for
    mobile professionals who need instant and constant access to
    their business email. In addition, it eliminates the need to
    carry separate PDAs, cellular phones and laptops. In 2004, we
    introduced two new BlackBerry productsthe BlackBerry
    7510tm
    and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



---



##### Table of Contents











| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the BlackBerry
    7520tm.
    The Blackberry 7510 builds on the success of its predecessor,
    the BlackBerry
    6510tm,
    by adding a color screen and speakerphone. Our latest BlackBerry
    offering, the BlackBerry 7520, adds to the 7510 by offering
    Bluetooth® capability as well as a GPS receiver for E911
    and other location-based services.                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | Wireless Data Solutions. In 2004, we began
    building a strong portfolio of wireless data solutions based on
    Nextels key differentiators. By partnering with key
    application providers and leveraging the GPS technology built
    into our handsets, we offer high value location-based services
    to business and individual customers. Specifically, we are
    offering asset tracking, workforce management, navigation and
    wireless payment solutions. We believe these location-based
    services are providing our customers with substantial increases
    in productivity. As of December 31, 2004, revenues we
    received from the sale of these data services contributed
    approximately $1.00 to our average revenue per subscriber.
|
| | Direct Connect Services. In May 2004, we expanded
    our Direct Connect services internationally and began offering a
    new service called
    NextMailsm.
    Our International Direct Connect walkie-talkie service allows
    customers to instantly connect with other users in and between
    the United States and up to five countries including Peru,
    Brazil, Argentina, Canada and Mexico. Our exclusive NextMail
    walkie-talkie service enables customers using the Direct Connect
    button on their handset to instantly send a voice message from
    their telephone to any email address, even if the recipient is
    not a Nextel user. The recipient may retrieve the voice message
    from his or her laptop or PC.                     
|
| | New Marketing Strategies. Nextel is the official
    sponsor of the NASCAR NEXTEL Cup
    Seriestm,
    and we continue to benefit from the name and brand recognition
    generated by this relationship. In addition, Nextel has launched
    its Boost
    Mobiletm
    Pay As You Go wireless service. Boost Mobile is now recognized
    as a brand that targets youth-oriented culture, lifestyles and
    interests. We benefit from the increased roaming traffic of
    Boosttm
    subscribers in our markets. However, we do not expect Boost
    Mobile to begin selling its service in our markets until the end
    of 2005 or in 2006.                                                                                                                   

Capital Structure Transactions.




| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Debt Redemption. On March 15, 2004, we
    redeemed for cash the remainder of our outstanding
    14% senior discount notes due 2009, representing
    approximately $1.8 million (principal amount at maturity),
    for a total redemption price of approximately $1.9 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | Debt Reduction Activity. During March 2004 we
    repurchased for cash $10.5 million (principal amount at
    maturity) of our 11% senior notes due 2010 in open-market
    purchases for approximately $11.8 million, including
    accrued interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | Tender Offer for 11% Notes. On April 28,
    2004, we commenced a tender offer and consent solicitation
    relating to all of our outstanding 11% senior notes due
    2010. The tender offer expired on May 25, 2004 and we
    received the consents necessary to amend the indentures
    governing the 11% senior notes due 2010 to eliminate
    substantially all restrictive covenants and certain event of
    default provisions. We purchased approximately
    $355.8 million (principal amount at maturity) of the
    11% senior notes due 2010 for approximately
    $406.6 million, including accrued interest. The tender
    offer was funded through a combination of proceeds from the
    offering of
    81/8% senior
    notes due 2011, proceeds from the refinancing of our credit
    facility for $700.0 million and available cash.
|
| | High Yield Debt Financing. On May 19, 2004,
    we issued $25.0 million of
    81/8% senior
    notes due 2011 in a private placement. We subsequently exchanged
    all of these
    81/8% senior
    notes due 2011 for registered notes having the same financial
    terms and covenants as the privately placed notes. The proceeds
    were used to fund a portion of the purchase of the
    11% senior dues due 2010 in our tender offer.                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | Credit Facility Refinancing. On May 19, 2004,
    Nextel Partners Operating Corp (OPCO) refinanced its
    existing $475.0 million secured credit facility with a
    syndicate of banks and other financial institutions led by
    J.P. Morgan Securities Inc. and Morgan Stanley Senior
    Funding, Inc. as joint lead arrangers and book runners, Morgan
    Stanley Senior Funding, Inc. as syndication agent, and JPMorgan
    Chase Bank as administrative agent. The new credit facility                                                                                                                                                                                                                                                                                                                                                            



---



##### Table of Contents











| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | includes a $700.0 million tranche C term loan, a
    $100.0 million revolving credit facility and an option to
    request an additional $200.0 million of incremental term
    loans, which incremental term loans shall not exceed
    $200.0 million or have a final maturity date earlier than
    the maturity date for the tranche C term loan. The
    tranche C term loan matures on May 31, 2011. The
    revolving credit facility will terminate on the last business
    day in May falling on or nearest to May 31, 2011. The
    incremental term loans, if any, shall mature on the date
    specified on the date the respective loan is made, provided that
    such maturity date shall not be earlier than the maturity date
    for the tranche C term loan. Borrowings under the new
    secured credit facility were used to repay borrowings under our
    previous $475.0 million tranche B senior secured
    credit facility as well as fund a portion of the tender offer
    for our 11% senior notes due 2010.

The Nextel WIP Operating Agreements








| |   |                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | use of some of Nextels switching facilities in exchange
    for a per-minute fee based on Nextels national average
    cost for such service, including financing and depreciation
    costs;                         
|
| |  | monitoring of switches owned by us on a 24-hour per day basis by
    Nextels network monitoring center in exchange for a fee
    based on pro-rata costs;                                                              
|
| |  | use of Nextels back-office systems in order to support
    customer activation, billing and customer care for national
    accounts in exchange for fees based on Nextels national
    average cost for such services;
|
| |  | use of the Nextel brand name and certain trademarks and service
    marks, and the marketing and advertising materials developed by
    Nextel, in exchange for a marketing services fee described below;               
|
| |  | access to technology enhancements and improvements; and                                                                                                                                                                 
|
| |  | assisting us in contracting with Nextels suppliers on
    substantially the same terms as Nextel wherever possible.                                                                                                    





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our marketing service fee, which started accruing in January
    2003, was 0.5% of gross monthly service revenues, excluding
    roaming revenues, from January 1, 2003 through
    December 31, 2004 and increased to 1.0% of gross monthly
    service revenues, excluding roaming revenues, thereafter; and                                                                                                                                                                                                                         
|
| |  | when a Nextel subscriber roams on our portion of the network we
    receive a certain percentage of the service revenues generated
    by the roaming subscriber. That percentage was 90% of the
    service revenues in 2000, 85% in 2001 and 80% in 2002 and
    thereafter, subject to upward or downward adjustment based on
    the relative customer satisfaction levels of Nextel and us as
    measured by a customer satisfaction survey administered on a
    regular basis by a third-party vendor engaged by Nextel and us.





| |   |                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------
| |  | we generally are required to offer the full complement of
    products and services offered by Nextel in comparable service
    areas;



---



##### Table of Contents











| |   |                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | we must abide by Nextels standard pricing structure
    (principally home-rate roaming), but we need not charge the same
    prices as Nextel;                             
|
| |  | we must meet minimum network performance and customer care
    thresholds; and                                                                                              
|
| |  | we must adhere to standards in other operating areas, such as
    frequency design, site acquisition, construction, cell site
    maintenance and marketing and advertising.





| |   |                                                                                   
| | - | ----------------------------------------------------------------------------------
| |  | integration of our cell sites into Nextels national
    switching infrastructure;
|
| |  | shared coverage of Direct Connect service to communities of
    interest;         
|
| |  | minimized costs to us and to Nextel; and                                          
|
| |  | maximized quality of service to our customers and to
    Nextels customers.      



Overview of the U.S. Wireless Communications Industry












---



##### Table of Contents





















The Nextel Digital Wireless Network








---



##### Table of Contents





















Competition






---



##### Table of Contents













|  |                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the continued satisfactory performance of the iDEN technology
    especially in relation to emerging next generation wireless
    technologies;                            
| 
| | the maintenance and competitive coverage of areas throughout our
    markets;                                                                                              
| 
| | the establishment and maintenance of roaming service among our
    market areas and those of Nextel; and                                                                   
| 
| | the development of cost-effective direct and indirect channels
    of distribution for our products and services on our portion of
    the Nextel Digital Wireless Network.









---



##### Table of Contents



























---



##### Table of Contents

















Public Safety Spectrum Realignment.




---



##### Table of Contents



















---



##### Table of Contents









Regulation


Federal Regulation


SMR Regulation.








|  |                                                            
|- | -----------------------------------------------------------
| | the smaller portion of the radio spectrum allocated to SMR;



|  |                                                                                                                                                                                                                                                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the assignment of SMR frequencies on a non-contiguous basis;                                                                                                                                                                                       
| 
| | regulations and procedures that initially served to spread
    ownership of SMR licenses among a large number of operators in
    each market, further limiting the amount of SMR spectrum
    available to any particular operator; and           
| 
| | older SMR technology, which employed analog transmission and a
    single site, high-power transmitter configuration, precluding
    the use of any given SMR frequency by more than one caller at a
    time within a given licensed service area.









---



##### Table of Contents

















Federal Regulation of Wireless Operators.






---



##### Table of Contents

























---



##### Table of Contents





















---



##### Table of Contents

















State Regulation and Local Approvals.




---



##### Table of Contents















Available Information


www.NextelPartners.com


Employees




Executive Officers of the Registrant




|               |  |     |    |  |          |                                                             
|-------------- |  | --- | -- |  | -------- | ------------------------------------------------------------
|Name           |  | Age |    |  | Position
|              
|John Chapple   |  |     | 51 |  |          | President, Chief Executive Officer and Chairman of the Board
|              
|Barry Rowan    |  |     | 48 |  |          | Vice President, Chief Financial Officer                     
|David Aas      |  |     | 51 |  |          | Vice President, Chief Technology Officer                    
|Mark Fanning   |  |     | 45 |  |          | Vice President, Partner Development                         
|Donald Manning |  |     | 44 |  |          | Vice President, General Counsel and Secretary               
|James Ryder    |  |     | 35 |  |          | Vice President, Sales and Marketing                         
|Philip Gaske   |  |     | 46 |  |          | Vice President, Customer Care                               



---



##### Table of Contents









John Chapple


Barry Rowan summa cum laude


David Aas


Mark Fanning


Donald Manning




---



##### Table of Contents











James Ryder


Philip Gaske




RISK FACTORS


The following risk factors and other information
included in this Annual Report on Form 10-K should be
carefully considered. The risks and uncertainties described
below are not the only ones we face. Additional risks and
uncertainties not presently known to us or that we currently
deem immaterial also may impair our business operations. If any
of the following risks occur, our business, operating results
and financial condition could be seriously harmed.


Our highly leveraged capital structure and other factors
could limit both our ability to obtain additional financing and
our growth opportunities and could adversely affect our business
in several other ways.


1 2 1 2 1 8






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | it limits our ability to obtain additional financing, if needed,
    to implement any enhancement of our portion of the Nextel
    Digital Wireless Network, including any enhanced iDEN services,
    to expand wireless voice capacity, enhanced data services or
    potential next-generation mobile wireless services,
    to cover our cash flow deficit or for working capital, other
    capital expenditures, debt service requirements or other
    purposes;
|
| |  | it will require us to dedicate a substantial portion of our
    operating cash flow to fund interest expense on our credit
    facility and other indebtedness, reducing funds available for
    our operations or other purposes;                                                                                                                                                                                                                                       
|
| |  | it makes us vulnerable to interest rate fluctuations because our
    credit facility term loan bears interest at variable
    rates; and                                                                                                                                                                                                                                                                                                                                 



---



##### Table of Contents











| |   |                                                                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | it limits our ability to compete with competitors who are not as
    highly leveraged, especially those who may be able to price
    their service packages at levels below those which we can or are
    willing to match.









We have a history of operating losses, may incur operating
losses in the future and may not be able to generate the
earnings necessary to fund our operations, sustain the continued
growth of our business or repay our debt obligations.




If Nextel experiences financial or operational difficulties,
our business may be adversely affected.






---



##### Table of Contents









Under certain circumstances, Nextel WIP has the ability
to purchase, and a majority of our Class A stockholders can
cause Nextel WIP to purchase, all of our outstanding
Class A common stock and the recently announced
Sprint-Nextel transaction may trigger these rights.




www.nextelpartners.com


Our existing debt agreements contain restrictive and
financial covenants that limit our operating flexibility.






|  |                                                                               
|- | ------------------------------------------------------------------------------
| | incur additional debt;                                                        
| 
| | pay dividends or distributions on, or redeem or repurchase,
    capital stock;
| 
| | create liens on assets;                                                       
| 
| | make investments, loans or advances;                                          
| 
| | issue or sell capital stock of certain of our subsidiaries;                   
| 
| | enter into transactions with affiliates;                                      
| 
| | enter into a merger, consolidation or sale of assets; or                      
| 
| | engage in any business other than telecommunications.                         





---



##### Table of Contents









Our future performance will depend on our and Nextels
ability to succeed in the highly competitive wireless
communications industry.






|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If the wireless communications technology that we and Nextel use
    does not continue to perform in a manner that meets customer
    expectations, we will be unable to attract and retain customers.
    Customer acceptance of the services we offer is and will
    continue to be affected by technology-based differences and by
    the operational performance and reliability of system
    transmissions on the Nextel Digital Wireless Network. If we are
    unable to address and satisfactorily resolve performance or
    other transmission quality issues as they arise, including
    transmission quality issues on Nextels portion of the
    Nextel Digital Wireless Network, we may have difficulty
    attracting and retaining customers, which would adversely affect
    our revenues.
| 
| | As personal communication services and cellular operators, such
    as Verizon Wireless, Sprint PCS and Alltel, begin to offer
    two-way radio dispatch services, our historical competitive
    advantage of being uniquely able to combine that service with
    our mobile telephone service may be impaired. Further, some of
    our competitors have attempted to compete with Direct Connect by
    offering unlimited mobile-to-mobile calling plan features and
    reduced rate calling plan features for designated groups. If
    these calling plan modifications are perceived by our existing
    and potential customers as viable substitutes for our
    differentiated services, our business may be adversely affected.                                                                    
| 
| | Because the Nextel Digital Wireless Network does not currently
    provide roaming or similar coverage on a nationwide basis that
    is as extensive as is available through most cellular and
    personal communication services providers, we may not be able to
    compete effectively against those providers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| 
| | In addition, some of our competitors provide their customers
    with handsets with both digital and analog capability, which
    expands their coverage, while we have only digital capability.
    We cannot be sure that we, either alone or together with Nextel,
    will be able to achieve comparable system coverage or that a
    sufficient number of customers or potential customers will be
    willing to accept system coverage limitations as a trade-off for
    our multi-function wireless communications package.                                                                                                                                                                                                                                                                            
| 
| | Neither we nor Nextel has the extensive direct and indirect
    channels of products and services distribution that are
    available to some of our competitors. The lack of these
    distribution channels could adversely affect our operating
    results. Although we have expanded our distribution channels to
    include retail locations, we cannot assure you that these
    distribution channels will be successful. Moreover, many of our
    competitors have established extensive networks of retail
    locations, including locations dedicated solely to their
    products, and multiple distribution channels and, therefore,
    have access to more potential customers than we do.                                                                                                     
| 
| | Because of their greater resources and potentially greater
    leverage with multiple suppliers, some of our competitors may be
    able to offer handsets and services to customers at prices that
    are below the prices that we can offer for comparable handsets
    and services. If we cannot, as a result, compete effectively
    based on the price of our product and service offerings, our
    revenues and growth may be adversely affected.                                                                                                                                                                                                                                                                                                                                                      
| 
| | The wireless telecommunications industry is experiencing
    significant technological change. Our digital technology could
    become obsolete or it may not be a suitable platform for the
    implementation of new and emerging technologies and service
    offerings. We rely on digital technology that is not compatible
    with, and that competes with, other forms of digital and
    non-digital voice communication technology.                                                                                                                                                                                                                                                                                                                                                                    
| 
| | Competition among these differing technologies could result in
    the following: segment the user markets, which could reduce
    demand for specific technologies, including our technology;
    reduce the resources devoted by third-party suppliers, including
    Motorola, which supplies all of our current digital technology,
    to developing or improving the technology for our systems; and
    otherwise adversely affect market acceptance of our services.                                                                                                                                                                                                                                                                                                                                     



---



##### Table of Contents











|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We offer our subscribers access to digital two-way mobile data
    and Internet connectivity under the brand name Nextel Online. We
    cannot be sure that these services will continue to perform
    satisfactorily, be utilized by a sufficient number of our
    subscribers or produce sufficient levels of customer
    satisfaction or revenues. Because we have less spectrum than
    some of our competitors, and because we have elected to defer
    the implementation of next-generation services, any digital
    two-way mobile data and Internet connectivity services that we
    may offer could be significantly limited compared to those
    services offered by other wireless communications providers with
    larger spectrum positions. The success of these new services
    will be jeopardized if: we are unable to offer these new
    services profitably; these new service offerings adversely
    impact the performance or reliability of the Nextel Digital
    Wireless Network; we, Nextel or third-party developers fail to
    develop new applications for our customers; or we otherwise do
    not achieve a satisfactory level of customer acceptance and
    utilization of these services.
| 
| | We expect that as the number of wireless communications
    providers in our market areas increases, including providers of
    both digital and analog services, our competitors prices
    in these markets will decrease. We may encounter further market
    pressures to reduce our digital wireless network service
    offering prices; restructure our digital wireless network
    service offering packages to offer more value; or respond to
    particular short-term, market-specific situations, for example,
    special introductory pricing or packages that may be offered by
    new providers launching their services in a particular market. A
    reduction in our pricing would likely have an adverse effect on
    our revenues and operating results.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| 
| | Because of the numerous features we offer and the fact that
    Motorola is our sole source of handsets (with the exception of
    our Blackberry 7510 and 7520, which are available only from
    RIM), our mobile handsets are, and are likely to remain,
    significantly more expensive than mobile analog telephones and
    are, and are likely to remain, somewhat more expensive than
    digital cellular or personal communication services telephones
    that do not incorporate a comparable multi-function capability.
    The higher cost of our equipment may make it more difficult or
    less profitable to attract customers who do not place a high
    value on our multi-service offering. This may reduce our growth
    opportunities or profitability.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| 
| | Consolidation has and may continue to result in additional
    large, well-capitalized competitors with substantial financial,
    technical, marketing and other resources. For example, the
    acquisition of AT&T Wireless by Cingular Wireless, which
    closed in October 2004, created the largest wireless phone
    provider in the United States, with significantly more resources
    and a larger customer base than us or any other competing
    company. In addition, Alltel Communications recently announced
    its intention to acquire regional wireless service provider
    Western Wireless. This concentration of resources in the
    marketplace could result in increased cost efficiency for the
    acquiring companies, allowing them to obtain more favorable
    terms from their suppliers, which could enable them to discount
    their handsets or services to customers.                                                                                                                                                                                                                                                                                                                           

Any failure to effectively integrate our portion of the
Nextel Digital Wireless Network with Nextels portion would
have an adverse effect on our results of operations.








---



##### Table of Contents









Difficulties in operating our portion of the Nextel Digital
Wireless Network could increase the costs of operating the
network, which would adversely affect our ability to generate
revenues.






| |   |                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------
| |  | select and acquire appropriate sites for our transmission
    equipment, or cell sites;                   
|
| |  | purchase and install low-power transmitters, receivers and
    control equipment, or base radio equipment;
|
| |  | build out the physical infrastructure;                                                                    
|
| |  | obtain interconnection services from local telephone service
    carriers on a timely basis; and          
|
| |  | test the cell site.                                                                                       





| |   |                                                                                                                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | lease or obtain rights to sites for the location of our base
    radio equipment;                                                                                                                                                                                                                         
|
| |  | obtain necessary zoning and other local approvals with respect
    to the placement, construction and modification of our
    facilities;                                                                                                                                                                 
|
| |  | acquire additional necessary radio frequencies from third
    parties or exchange radio frequency licenses with Nextel WIP;                                                                                                                                                                               
|
| |  | commence and complete the construction of sites for our
    equipment in a timely and satisfactory manner; or                                                                                                                                                                                             
|
| |  | obtain necessary approvals, licenses or permits from federal,
    state or local agencies, including land use regulatory approvals
    and approvals from the Federal Aviation Administration and
    Federal Communications Commission with respect to the
    transmission towers that we will be using.



If we do not offer services that Nextel WIP requires us to
offer or we fail to meet performance standards, we risk
termination of our agreements with Nextel WIP, which would
eliminate our ability to carry out our current business plan and
strategy.






---



##### Table of Contents









We may be required to implement material changes to our
business operations to the extent these changes are adopted by
Nextel, which may not be beneficial to our business.




The transmission technology used by us and Nextel is
different from that used by most other wireless carriers, and,
as a result, we might not be able to keep pace with industry
standards if more widely used technologies advance.








We are dependent on Motorola for telecommunications equipment
necessary for the operation of our business, and any failure of
Motorola to perform would adversely affect our operating
results.








---



##### Table of Contents













Costs and other aspects of a future deployment of advanced
digital technology could adversely affect our operations and
growth.




We may not be able to obtain additional spectrum, which may
adversely impact our ability to implement our business plan.




Our network may not have sufficient capacity to support our
anticipated subscriber growth.






| |   |                                                                                 
| | - | --------------------------------------------------------------------------------
| |  | our ability to economically expand the capacity and coverage of
    our network;
|
| |  | the ability to obtain additional spectrum when and where
    required;          



---



##### Table of Contents











| |   |                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------
| |  | the availability of wireless handsets of the appropriate model
    and type to meet the demands and preferences of our
    customers; and
|
| |  | the ability to obtain and construct additional cell sites and
    obtain other infrastructure equipment.                                 



Potential systems limitations on adding subscribers may
adversely affect our growth and performance.






| |   |                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | inadequate or inefficient systems or business processes and
    related support functions, especially related to customer
    service and accounts receivable collection; and                                                                  
|
| |  | an inappropriately long length of time between a customers
    order and activation of service for that customer, especially
    because the current activation time for our new customers is
    longer than that of some of our competitors.



If an event constituting a change of control or fundamental
change occurs under our indentures, we may be required to redeem
or repurchase all of our outstanding notes even if our credit
facility prohibits such redemption or repurchase or we lack the
resources to make such redemption or repurchase.




We are dependent on our current key personnel, and our
success depends upon our continued ability to attract, train and
retain additional qualified personnel.




Concerns that the use of wireless telephones may pose health
and safety risks may discourage the use of our wireless
telephones.






---



##### Table of Contents















Regulatory authorities exercise considerable power over our
operations, which could be exercised against our interests and
impose additional unanticipated costs.






Implementation of mandated wireless local number portability
could negatively impact our business.




We may not be able to meet a December 31, 2005 FCC
deadline with respect to A-GPS handset subscriber penetration,
in which event the FCC could impose fines or take other
regulatory action that could have an adverse effect on our
business.






---



##### Table of Contents













Nextel WIP has contractual approval rights that allow it to
exert significant influence over our operations, and it can
acquire additional shares of our stock.






| |   |                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | make a material change in our technology;                                                                                                                                                                                                                                                                                               
|
| |  | modify our business objectives in any way that is inconsistent
    with our objectives under our material agreements, including our
    operating agreements with Nextel WIP;                                                                                                                                                           
|
| |  | dispose of all or substantially all of our assets;                                                                                                                                                                                                                                                                                      
|
| |  | make a material change in or broaden the scope of our business
    beyond our current business objectives; or                                                                                                                                                                                                                           
|
| |  | enter into any agreement the terms of which would be materially
    altered in the event that Nextel WIP either exercises or
    declines to exercise its rights to acquire additional shares of
    our stock under the terms of the amended and restated
    shareholders agreement or our restated certificate of
    incorporation.





Significant stockholders represented on our board of
directors can exert significant influence over us and may have
interests that conflict with those of our other stockholders.






---



##### Table of Contents















Anti-takeover provisions could prevent or delay a change of
control that stockholders may favor.




Regulations to which we are subject may affect the ability of
some of our investors to have an equity interest in us.
Additionally, our restated certificate of incorporation contains
provisions that allow us to redeem shares of our securities in
order to maintain compliance with applicable federal and state
telecommunications laws and regulations.




FORWARD-LOOKING STATEMENTS

Our forward-looking statements are subject to a variety of
factors that could cause actual results to differ materially
from current beliefs.






---



##### Table of Contents













| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our business plan, its advantages and our strategy for
    implementing our plan;                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | the success of efforts to improve and enhance, and
    satisfactorily address any issues relating to, our network
    performance;                                                                                                                                                                                                                                                                                                                                 
|
| |  | the characteristics of the geographic areas and occupational
    markets that we are targeting in our portion of the Nextel
    Digital Wireless Network;                                                                                                                                                                                                                                                                                                          
|
| |  | the implementation and performance of the technology, including
    higher speed data infrastructure and software designed to
    significantly increase the speed of our network, being deployed
    or to be deployed in our various markets, including the expected
    6:1 voice coder software upgrade being developed by Motorola and
    technologies to be implemented in connection with the completed
    launch of Nationwide Direct Connect capability;
|
| |  | the potential impact on us if the Nextel-Sprint merger is
    completed and the uncertainties related to such proposed merger;                                                                                                                                                                                                                                                                                                                                     
|
| |  | our ability to attract and retain customers;                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | our anticipated capital expenditures, funding requirements and
    contractual obligations, including our ability to access
    sufficient debt or equity capital to meet operating and
    financing needs;                                                                                                                                                                                                                                                       
|
| |  | the availability of adequate quantities of system infrastructure
    and subscriber equipment and components to meet our service
    deployment, marketing plans and customer demand;                                                                                                                                                                                                                                                                              
|
| |  | no significant adverse change in Motorolas ability or
    willingness to provide handsets and related equipment and
    software applications or to develop new technologies or features
    for us, or in our relationship with it;                                                                                                                                                                                                                              
|
| |  | our ability to achieve and maintain market penetration and
    average subscriber revenue levels;                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | our ability to successfully scale, in some circumstances in
    conjunction with third parties under our outsourcing
    arrangements, our billing, collection, customer care and similar
    back-office operations to keep pace with customer growth,
    increased system usage rates and growth in levels of accounts
    receivables being generated by our customers;                                                                                        
|
| |  | the development and availability of new handsets with expanded
    applications and features, including those that operate using
    the 6:1 voice coder, and market acceptance of such handsets and
    service offerings;                                                                                                                                                                                                                                        
|
| |  | the availability and cost of acquiring additional spectrum;                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | the quality and price of similar or comparable wireless
    communications services offered or to be offered by our
    competitors, including providers of PCS and cellular services
    including, for example, two-way walkie-talkie services that have
    been introduced by several of our competitors;                                                                                                                                                      
|
| |  | future legislation or regulatory actions relating to SMR
    services, other wireless communications services or
    telecommunications services generally;                                                                                                                                                                                                                                                                                                        
|
| |  | the potential impact on us of the reconfiguration of the
    800 MHz band required by the Orders;                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | delivery and successful implementation of any new technologies
    deployed in connection with any future enhanced iDEN or next
    generation or other advanced services we may offer; and                                                                                                                                                                                                                                                                        
|
| |  | the costs of compliance with regulatory mandates, particularly
    the requirement to deploy location-based 911 capabilities and
    wireless number portability.                                                                                                                                                                                                                                                                                                  



---



##### Table of Contents












ITEM 2. PROPERTIES









ITEM 3. LEGAL PROCEEDINGS


et al


et al




---



##### Table of Contents











et
al, et
al, et al, et al, et al et al,


et al. et al et al,




---



##### Table of Contents














ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS






---



##### Table of Contents












PART II





|        |                                                                                                                 
|------- | ----------------------------------------------------------------------------------------------------------------
|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
    STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Common Stock




|                                                        |                |      |   |       |     |  |   |       |  |  | 
|------------------------------------------------------- | -------------- | ---- | - | ----- | --- |  | - | ----- |  |  | 
|Quarterly Common Stock Price Ranges for the Year Ended: |                | High |   |       | Low |  |   |      
|                                                       
|December 31, 2004                                       |                |      |   |       |     |  |   |       |  | 
|                                                       
|                                                        | First Quarter  |      | $ | 15.20 |     |  | $ | 11.65 |  |  | 
|                                                        | Second Quarter |      | $ | 16.80 |     |  | $ | 12.47 |  |  | 
|                                                        | Third Quarter  |      | $ | 17.50 |     |  | $ | 13.70 |  |  | 
|                                                        | Fourth Quarter |      | $ | 20.32 |     |  | $ | 15.82 |  |  | 
|December 31, 2003                                       |                |      |   |       |     |  |   |       |  | 
|                                                       
|                                                        | First Quarter  |      | $ | 7.61  |     |  | $ | 3.90  |  |  | 
|                                                        | Second Quarter |      | $ | 8.00  |     |  | $ | 4.49  |  |  | 
|                                                        | Third Quarter  |      | $ | 9.85  |     |  | $ | 7.07  |  |  | 
|                                                        | Fourth Quarter |      | $ | 13.50 |     |  | $ | 7.86  |  |  | 

Number of Stockholders of Record




Dividends




Equity Compensation Plan






---



##### Table of Contents












ITEM 6. SELECTED FINANCIAL DATA


Accounting for Leases Accounting for Operating
Leases with Scheduled Rent Increases.








---



##### Table of Contents









|                                                                                                               |                                                                                                                        |                                          |           |               |         |   |               |          |         |             |          |          |             |      |          |          |         |   |          |          |         |  
|-------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | --------- | ------------- | ------- | - | ------------- | -------- | ------- | ----------- | -------- | -------- | ----------- | ---- | -------- | -------- | ------- | - | -------- | -------- | ------- | -
|                                                                                                               |                                                                                                                        | Year Ended December 31,                  |          
|                                                                                                               |                                                                                                                        |                                          |          
|                                                                                                               |                                                                                                                        | 2004                                     |           |               | 2003    |   |               | 2002     |         |             | 2001     |          |             | 2000 |         
|                                                                                                               |                                                                                                                        |                                          |          
|                                                                                                               |                                                                                                                        |                                          |           | (as restated) |         |   | (as restated) |          |         | (unaudited) |          |          | (unaudited) |     
|                                                                                                               |                                                                                                                        | (In thousands, except per share amounts) |          
|Consolidated Statements of Operations Data:                                                                    |                                                                                                                        |                                          |           |               |         |   |               |          |         |             |          |          |             |      |          |          |         |   |          |         
|Operating revenues:                                                                                            |                                                                                                                        |                                          |           |               |         |   |               |          |         |             |          |          |             |      |          |          |         |   |          |         
|                                                                                                               | Service revenues(1)                                                                                                    |                                          | $         | 1,291,352     |         |   | $             | 964,386  |         |             | $        | 646,169  |             |      | $        | 363,573  |         |   | $        | 130,125  |        
|                                                                                                               | Equipment revenues(1)                                                                                                  |                                          |           | 77,075        |         |   |               | 54,658   |         |             |          | 24,519   |             |      |          | 13,791   |         |   |          | 5,745    |        
|                                                                                                               |                                                                                                                        |                                         
|Total revenues                                                                                                 |                                                                                                                        |                                          | 1,368,427 |               |         |   | 1,019,044     |          |         |             | 670,688  |          |             |      | 377,364  |          |         |   | 135,870  |         
|                                                                                                               |                                                                                                                        |                                         
|Operating expenses:                                                                                            |                                                                                                                        |                                          |           |               |         |   |               |          |         |             |          |          |             |      |          |          |         |   |          |         
|                                                                                                               | Cost of service revenues (excludes depreciation of $121,644,
    $109,572, $85,750, $62,899 and $35,148, respectively) |                                          |           | 361,059       |         |   |               | 322,475  |         |             |          | 271,420  |             |      |          | 196,002  |         |   |          | 86,551   |        
|                                                                                                               | Cost of equipment revenues(1)                                                                                          |                                          |           | 143,848       |         |   |               | 114,868  |         |             |          | 87,130   |             |      |          | 59,202   |         |   |          | 26,685   |        
|                                                                                                               | Selling, general and administrative                                                                                    |                                          |           | 492,335       |         |   |               | 402,300  |         |             |          | 313,668  |             |      |          | 210,310  |         |   |          | 117,975  |        
|                                                                                                               | Stock-based compensation (primarily selling, general and
    administrative related)                                   |                                          |           | 755           |         |   |               | 1,092    |         |             |          | 12,670   |             |      |          | 30,956   |         |   |          | 70,144   |        
|                                                                                                               | Depreciation and amortization(2)                                                                                       |                                          |           | 149,708       |         |   |               | 135,417  |         |             |          | 101,185  |             |      |          | 76,491   |         |   |          | 38,272   |        
|                                                                                                               |                                                                                                                        |                                         
|Total operating expenses                                                                                       |                                                                                                                        |                                          | 1,147,705 |               |         |   | 976,152       |          |         |             | 786,073  |          |             |      | 572,961  |          |         |   | 339,627  |         
|                                                                                                               |                                                                                                                        |                                         
|Income from operations                                                                                         |                                                                                                                        |                                          | 220,722   |               |         |   | 42,892        |          |         |             | (115,385 | )        |             |      | (195,597 | )        |         |   | (203,757 | )       
|                                                                                                               |                                                                                                                        |                                         
|Other income (expense):                                                                                        |                                                                                                                        |                                          |           |               |         |   |               |          |         |             |          |          |             |      |          |          |         |   |          |         
|                                                                                                               | Interest expense, net(3)                                                                                               |                                          |           | (106,500      | )       |   |               | (152,294 | )       |             |          | (164,583 | )           |      |          | (126,096 | )       |   |          | (102,619 | )      
|                                                                                                               | Interest income                                                                                                        |                                          |           | 2,891         |         |   |               | 2,811    |         |             |          | 7,091    |             |      |          | 32,473   |         |   |          | 63,132   |        
|                                                                                                               | Gain (Loss) on early retirement of debt                                                                                |                                          |           | (54,971       | )       |   |               | (95,093  | )       |             |          | 4,427    |             |      |          |         |         |   |          | (23,485  | )      
|                                                                                                               |                                                                                                                        |                                         
|Total other income (expense)                                                                                   |                                                                                                                        |                                          | (158,580  | )             |         |   | (244,576      | )        |         |             | (153,065 | )        |             |      | (93,623  | )        |         |   | (62,972  | )       
|                                                                                                               |                                                                                                                        |                                         
|Income (Loss) before deferred income tax provision and
    cumulative effect of change in accounting principle |                                                                                                                        |                                          | 62,142    |               |         |   | (201,684      | )        |         |             | (268,450 | )        |             |      | (289,220 | )        |         |   | (266,729 | )       
|Deferred income tax provision                                                                                  |                                                                                                                        |                                          | (8,396    | )             |         |   | (7,811        | )        |         |             | (18,188  | )        |             |      |         |          |         |   |         |         
|                                                                                                               |                                                                                                                        |                                         
|Income (Loss) before cumulative effect of change in accounting
    principle                                   |                                                                                                                        |                                          | 53,746    |               |         |   | (209,495      | )        |         |             | (286,638 | )        |             |      | (289,220 | )        |         |   | (266,729 | )       
|Cumulative effect of change in accounting principle                                                            |                                                                                                                        |                                          |          |               |         |   |              |          |         |             |         |          |             |      | (1,787   | )        |         |   |         |         
|                                                                                                               |                                                                                                                        |                                         
|Net Income (Loss)                                                                                              |                                                                                                                        |                                          | 53,746    |               |         |   | (209,495      | )        |         |             | (286,638 | )        |             |      | (291,007 | )        |         |   | (266,729 | )       
|Mandatorily redeemable preferred stock dividends(3)                                                            |                                                                                                                        |                                          |          |               |         |   | (2,141        | )        |         |             | (3,950   | )        |             |      | (3,504   | )        |         |   | (5,667   | )       
|                                                                                                               |                                                                                                                        |                                         
|Net Income (Loss) attributable to common stockholders                                                          |                                                                                                                        | $                                        | 53,746    |               |         | $ | (211,636      | )        |         | $           | (290,588 | )        |             | $    | (294,511 | )        |         | $ | (272,396 | )       
|                                                                                                               |                                                                                                                        |                                         
|                                                                                                               |                                                                                                                        |                                         
|Net Income (Loss) per share attributable to common stockholders                                                |                                                                                                                        |                                          |           |               |         |   |               |          |         |             |          |          |             |      |          |          |         |   |          |         
|                                                                                                               |                                                                                                                        | Basic                                    |           | $             | 0.20    |   |               | $        | (0.84   | )           |          | $        | (1.19       | )    |          | $        | (1.21   | ) |          | $        | (1.34   | )
|                                                                                                               |                                                                                                                        |                                         
|                                                                                                               |                                                                                                                        |                                         
|                                                                                                               |                                                                                                                        | Diluted                                  |           | $             | 0.19    |   |               | $        | (0.84   | )           |          | $        | (1.19       | )    |          | $        | (1.21   | ) |          | $        | (1.34   | )
|                                                                                                               |                                                                                                                        |                                         
|                                                                                                               |                                                                                                                        |                                         
|Weighted average number of shares outstanding                                                                  |                                                                                                                        |                                          |           |               |         |   |               |          |         |             |          |          |             |      |          |          |         |   |          |         
|                                                                                                               |                                                                                                                        | Basic                                    |           |               | 263,671 |   |               |          | 252,440 |             |          |          | 244,933     |      |          |          | 242,472 |   |          |          | 203,783 |  
|                                                                                                               |                                                                                                                        |                                         
|                                                                                                               |                                                                                                                        |                                         
|                                                                                                               |                                                                                                                        | Diluted                                  |           |               | 304,985 |   |               |          | 252,440 |             |          |          | 244,933     |      |          |          | 242,472 |   |          |          | 203,783 |  
|                                                                                                               |                                                                                                                        |                                         
|                                                                                                               |                                                                                                                        |                                         



---



##### Table of Contents









|                                                      |  |                    |           |               |      |   |               |      |  |             |           |  |             |      |           |  |  |   |           | 
|----------------------------------------------------- |  | ------------------ | --------- | ------------- | ---- | - | ------------- | ---- |  | ----------- | --------- |  | ----------- | ---- | --------- |  |  | - | --------- | 
|                                                      |  | As of December 31, |          
|                                                      |  |                    |          
|                                                      |  | 2004               |           |               | 2003 |   |               | 2002 |  |             | 2001      |  |             | 2000 |          
|                                                      |  |                    |          
|                                                      |  |                    |           | (as restated) |      |   | (as restated) |      |  | (unaudited) |           |  | (unaudited) |     
|                                                      |  | (in thousands)     |          
|Consolidated Balance Sheet Data:                      |  |                    |           |               |      |   |               |      |  |             |           |  |             |      |           |  |  |   |           | 
|Cash and cash equivalents, and short-term investments |  | $                  | 264,579   |               |      | $ | 268,811       |      |  | $           | 195,029   |  |             | $    | 557,285   |  |  | $ | 928,346   | 
|Property, plant and equipment, net                    |  |                    | 1,042,718 |               |      |   | 1,025,096     |      |  |             | 1,000,076 |  |             |      | 845,934   |  |  |   | 532,702   | 
|FCC operating licenses, net                           |  |                    | 375,470   |               |      |   | 371,898       |      |  |             | 348,440   |  |             |      | 283,728   |  |  |   | 245,295   | 
|Total assets                                          |  |                    | 1,975,699 |               |      |   | 1,889,310     |      |  |             | 1,735,925 |  |             |      | 1,821,721 |  |  |   | 1,793,084 | 
|Current liabilities                                   |  |                    | 205,659   |               |      |   | 185,425       |      |  |             | 161,567   |  |             |      | 127,972   |  |  |   | 120,423   | 
|Long-term debt                                        |  |                    | 1,632,518 |               |      |   | 1,653,539     |      |  |             | 1,424,600 |  |             |      | 1,327,829 |  |  |   | 1,067,684 | 
|Series B redeemable preferred stock(3)                |  |                    |          |               |      |   |              |      |  |             | 34,971    |  |             |      | 31,021    |  |  |   | 27,517    | 
|Total stockholders equity (deficit)                  |  |                    | 51,315    |               |      |   | (27,205       | )    |  |             | 66,907    |  |             |      | 314,186   |  |  |   | 568,172   | 
|Total liabilities and stockholders equity (deficit)  |  | $                  | 1,975,699 |               |      | $ | 1,889,310     |      |  | $           | 1,735,925 |  |             | $    | 1,821,721 |  |  | $ | 1,793,084 | 

|                                            |  |                         |          |               |      |   |               |      |  |             |          |   |             |      |          |   |  |   |          |  
|------------------------------------------- |  | ----------------------- | -------- | ------------- | ---- | - | ------------- | ---- |  | ----------- | -------- | - | ----------- | ---- | -------- | - |  | - | -------- | -
|                                            |  | Year Ended December 31, |         
|                                            |  |                         |         
|                                            |  | 2004                    |          |               | 2003 |   |               | 2002 |  |             | 2001     |   |             | 2000 |         
|                                            |  |                         |         
|                                            |  |                         |          | (as restated) |      |   | (as restated) |      |  | (unaudited) |          |   | (unaudited) |     
|                                            |  | (in thousands)          |         
|Consolidated Statements of Cash Flows Data: |  |                         |          |               |      |   |               |      |  |             |          |   |             |      |          |   |  |   |          |  
|Net cash from operating activities          |  | $                       | 202,466  |               |      | $ | 87,154        |      |  | $           | (116,469 | ) |             | $    | (153,894 | ) |  | $ | (116,028 | )
|Net cash from investing activities          |  | $                       | (131,620 | )             |      | $ | (214,504      | )    |  | $           | (201,648 | ) |             | $    | (260,249 | ) |  | $ | (514,003 | )
|Net cash from financing activities          |  | $                       | (45,982  | )             |      | $ | 182,448       |      |  | $           | 81,280   |   |             | $    | 224,950  |   |  | $ | 969,310  |  

|                                        |  |                         |           |  |      |   |           |      |  |   |         |   |  |      |         |   |  |   |         |  
|--------------------------------------- |  | ----------------------- | --------- |  | ---- | - | --------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                        |  | Year Ended December 31, |          
|                                        |  |                         |          
|                                        |  | 2004                    |           |  | 2003 |   |           | 2002 |  |   | 2001    |   |  | 2000 |        
|                                        |  |                         |          
|                                        |  | (dollars in thousands)  |          
|                                        |  | (unaudited)             |          
|Other Data:                             |  |                         |           |  |      |   |           |      |  |   |         |   |  |      |         |   |  |   |         |  
|Covered Pops (end of period) (millions) |  |                         | 40        |  |      |   | 38        |      |  |   | 36      |   |  |      | 33      |   |  |   | 24      |  
|Subscribers (end of period)             |  |                         | 1,602,400 |  |      |   | 1,233,200 |      |  |   | 877,800 |   |  |      | 515,900 |   |  |   | 227,400 |  
|Adjusted EBITDA(4)                      |  | $                       | 371,185   |  |      | $ | 179,401   |      |  | $ | (1,530  | ) |  | $    | (88,150 | ) |  | $ | (95,341 | )
|Net capital expenditures(5)             |  | $                       | 164,584   |  |      | $ | 161,845   |      |  | $ | 250,841 |   |  | $    | 374,001 |   |  | $ | 303,573 |  




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Effective July 1, 2003, we adopted Emerging Issues Task
    Force (EITF), Issue No. 00-21, Accounting
    for Revenue Arrangements with Multiple Deliverables, and
    elected to apply the provisions prospectively to our existing
    customer arrangements. See Managements Discussion
    and Analysis of Financial Condition and Results of Operations
    Critical Accounting Policies for a more detailed
    description of the impact of our adoption of this policy.                              
|(2) | Effective January 2002, we no longer amortize the cost of FCC
    licenses as a result of implementing SFAS No. 142,
    Goodwill and Other Intangible Assets. See
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations-Critical Accounting
    Policies and Note 1 of the Notes to Consolidated
    Financial Statements included elsewhere herein under the caption
    FCC Licenses for a more detailed description of the
    impact and adoption of SFAS No. 142.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | In May 2003, the FASB issued SFAS No. 150,
    Accounting for Certain Financial Instruments with
    Characteristics of both Liabilities and Equity. This
    statement establishes standards for how an issuer classifies and
    measures in its statement of financial position certain
    financial instruments with characteristics of both liabilities
    and equity. It requires that an issuer classify a financial
    instrument that is within the scope of the statement as a
    liability (or an asset in some circumstances) because that
    financial instrument embodies an obligation of the issuer. This
    statement was effective for all freestanding financial
    instruments entered into or modified after May 31, 2003;
    otherwise it was effective at the beginning of the first interim
    period beginning after June 15, 2003. We identified that
    our Series B mandatorily redeemable preferred stock was
    within the scope of this statement and reclassified it to
    long-term debt and began recording the Series B



---



##### Table of Contents











| |                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | mandatorily redeemable preferred
    stock dividends as interest expense beginning July 1, 2003.
    We redeemed all of our outstanding Series B mandatorily
    redeemable preferred stock on November 21, 2003 and
    currently have no other preferred stock outstanding.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | The term EBITDA refers to a financial measure
    that is defined as earnings (loss) before interest, taxes,
    depreciation and amortization; we use the term Adjusted
    EBITDA to reflect that our financial measure also excludes
    cumulative effect of change in accounting principle, loss from
    disposal of assets, gain (loss) from early extinguishment of
    debt and stock-based compensation. Adjusted EBITDA is commonly
    used to analyze companies on the basis of leverage and
    liquidity. However, Adjusted EBITDA is not a measure determined
    under generally accepted accounting principles, or GAAP, in the
    United States of America and may not be comparable to similarly
    titled measures reported by other companies. Adjusted EBITDA
    should not be construed as a substitute for operating income or
    as a better measure of liquidity than cash flow from operating
    activities, which are determined in accordance with GAAP. We
    have presented Adjusted EBITDA to provide additional information
    with respect to our ability to meet future debt service, capital
    expenditure and working capital requirements. The following
    schedule reconciles Adjusted EBITDA to net cash from operating
    activities reported on our Consolidated Statements of Cash
    Flows, which we believe is the most directly comparable GAAP
    measure:

|                                                                                              |  |                         |         |               |      |   |               |      |  |               |          |   |               |      |          |   |  |   |          |  
|--------------------------------------------------------------------------------------------- |  | ----------------------- | ------- | ------------- | ---- | - | ------------- | ---- |  | ------------- | -------- | - | ------------- | ---- | -------- | - |  | - | -------- | -
|                                                                                              |  | Year Ended December 31, |        
|                                                                                              |  |                         |        
|                                                                                              |  | 2004                    |         |               | 2003 |   |               | 2002 |  |               | 2001     |   |               | 2000 |         
|                                                                                              |  |                         |        
|                                                                                              |  |                         |         | (as restated) |      |   | (as restated) |      |  | (as restated) |          |   | (as restated) |     
|                                                                                              |  | (in thousands)          |        
|                                                                                              |  | (unaudited)             |        
|Net cash from operating activities (as reported on Consolidated
    Statements of Cash Flows) |  | $                       | 202,466 |               |      | $ | 87,154        |      |  | $             | (116,469 | ) |               | $    | (153,894 | ) |  | $ | (116,028 | )
|Adjustments to reconcile to Adjusted EBITDA:                                                  |  |                         |         |               |      |   |               |      |  |               |          |   |               |      |          |   |  |   |          |  
|Cash paid interest expense, net of capitalized amount                                         |  |                         | 114,815 |               |      |   | 103,485       |      |  |               | 98,777   |   |               |      | 70,138   |   |  |   | 43,176   |  
|Interest income                                                                               |  |                         | (2,891  | )             |      |   | (2,811        | )    |  |               | (7,091   | ) |               |      | (32,473  | ) |  |   | (63,132  | )
|Change in working capital and other                                                           |  |                         | 56,795  |               |      |   | (8,427        | )    |  |               | 23,253   |   |               |      | 28,079   |   |  |   | 40,643   |  
|                                                                                              |  |                        
|Adjusted EBITDA                                                                               |  | $                       | 371,185 |               |      | $ | 179,401       |      |  | $             | (1,530   | ) |               | $    | (88,150  | ) |  | $ | (95,341  | )
|                                                                                              |  |                        
|                                                                                              |  |                        

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | Net capital expenditures exclude capitalized interest and are
    offset by net proceeds from the sale and leaseback transactions
    of telecommunication towers and related assets to third parties
    accounted for as operating leases. Net capital expenditures as
    defined are not a measure determined under GAAP in the United
    States of America and may not be comparable to similarly titled
    measures reported by other companies. Net capital expenditures
    should not be construed as a substitute for capital expenditures
    reported on the Consolidated Statements of Cash Flows, which is
    determined in accordance with GAAP. We report net capital
    expenditures in this manner because we believe it reflects the
    net cash used by us for capital expenditures and to satisfy the
    reporting requirements for our debt covenants. The following
    schedule reconciles net capital expenditures to capital
    expenditures reported on our Consolidated Statements of Cash
    Flows, which we believe is the most directly comparable GAAP
    measure:

|                                                                                |                                                                                                 |                         |         |         |      |   |         |         |   |   |         |         |   |      |         |         |   |   |         |         |  
|------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ----------------------- | ------- | ------- | ---- | - | ------- | ------- | - | - | ------- | ------- | - | ---- | ------- | ------- | - | - | ------- | ------- | -
|                                                                                |                                                                                                 | Year Ended December 31, |        
|                                                                                |                                                                                                 |                         |        
|                                                                                |                                                                                                 | 2004                    |         |         | 2003 |   |         | 2002    |   |   | 2001    |         |   | 2000 |        
|                                                                                |                                                                                                 |                         |        
|                                                                                |                                                                                                 | (in thousands)          |        
|                                                                                |                                                                                                 | (unaudited)             |        
|Capital expenditures (as reported on
    Consolidated Statements of Cash Flows) |                                                                                                 | $                       | 156,843 |         |      | $ | 179,794 |         |   | $ | 274,911 |         |   | $    | 398,611 |         |   | $ | 264,513 |        
|                                                                                | Less: cash paid portion of capitalized interest                                                 |                         |         | (1,242  | )    |   |         | (1,283  | ) |   |         | (1,993  | ) |      |         | (5,449  | ) |   |         | (5,545  | )
|                                                                                | Less: cash proceeds from sale and lease-back transactions
    accounted for as operating leases |                         |         | (1,939  | )    |   |         | (6,860  | ) |   |         | (2,562  | ) |      |         | (10,425 | ) |   |         | (9,259  | )
|                                                                                | Change in capital expenditures accrued or unpaid                                                |                         |         | 10,922  |      |   |         | (9,806  | ) |   |         | (19,515 | ) |      |         | (8,736  | ) |   |         | 53,864  |  
|                                                                                |                                                                                                 |                        
|                                                                                | Net capital expenditures                                                                        |                         | $       | 164,584 |      |   | $       | 161,845 |   |   | $       | 250,841 |   |      | $       | 374,001 |   |   | $       | 303,573 |  
|                                                                                |                                                                                                 |                        
|                                                                                |                                                                                                 |                        

Additional Reconciliations of Non-GAAP Financial Measures
(Unaudited)






---



##### Table of Contents











ARPUAverage Revenue Per Unit




|                                                                            |  |                             |           |   |      |   |          |      |  |   |         |   |  |      |         |   |  |   |         |  
|--------------------------------------------------------------------------- |  | --------------------------- | --------- | - | ---- | - | -------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                                            |  | Year Ended December 31,     |          
|                                                                            |  |                             |          
|                                                                            |  | 2004                        |           |   | 2003 |   |          | 2002 |  |   | 2001    |   |  | 2000 |        
|                                                                            |  |                             |          
|                                                                            |  | (In thousands, except ARPU) |          
|ARPU (without roaming revenues)                                             |  |                             |           |   |      |   |          |      |  |   |         |   |  |      |         |   |  |   |         |  
|Service revenues (as reported on Consolidated Statements of
    Operations) |  | $                           | 1,291,352 |   |      | $ | 964,386  |      |  | $ | 646,169 |   |  | $    | 363,573 |   |  | $ | 130,125 |  
|Adjust: activation fees deferred and recognized for
    SAB No. 101         |  |                             | (3,748    | ) |      |   | (1,006   | )    |  |   | 3,197   |   |  |      | 2,398   |   |  |   | 1,355   |  
|Add: activation fees reclassed for EITF No. 00-21(1)                        |  |                             | 11,310    |   |      |   | 4,256    |      |  |   |        |   |  |      |        |   |  |   |        |  
|Less: roaming and other revenues                                            |  |                             | (163,022  | ) |      |   | (115,893 | )    |  |   | (80,452 | ) |  |      | (58,545 | ) |  |   | (25,671 | )
|                                                                            |  |                            
|Service revenues for ARPU                                                   |  | $                           | 1,135,892 |   |      | $ | 851,743  |      |  | $ | 568,914 |   |  | $    | 307,426 |   |  | $ | 105,809 |  
|                                                                            |  |                            
|                                                                            |  |                            
|Average units (subscribers)                                                 |  |                             | 1,410     |   |      |   | 1,051    |      |  |   | 694     |   |  |      | 360     |   |  |   | 123     |  
|                                                                            |  |                            
|                                                                            |  |                            
|ARPU                                                                        |  | $                           | 67        |   |      | $ | 68       |      |  | $ | 68      |   |  | $    | 71      |   |  | $ | 71      |  
|                                                                            |  |                            
|                                                                            |  |                            

|                                                                            |  |                             |           |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|--------------------------------------------------------------------------- |  | --------------------------- | --------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                                            |  | Year Ended December 31,     |          
|                                                                            |  |                             |          
|                                                                            |  | 2004                        |           |   | 2003 |   |         | 2002 |  |   | 2001    |   |  | 2000 |        
|                                                                            |  |                             |          
|                                                                            |  | (In thousands, except ARPU) |          
|ARPU (including roaming revenues)                                           |  |                             |           |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Service revenues (as reported on Consolidated Statements of
    Operations) |  | $                           | 1,291,352 |   |      | $ | 964,386 |      |  | $ | 646,169 |   |  | $    | 363,573 |   |  | $ | 130,125 |  
|Adjust: activation fees deferred and recognized for
    SAB No. 101         |  |                             | (3,748    | ) |      |   | (1,006  | )    |  |   | 3,197   |   |  |      | 2,398   |   |  |   | 1,355   |  
|Add: activation fees reclassed for EITF No. 00-21(1)                        |  |                             | 11,310    |   |      |   | 4,256   |      |  |   |        |   |  |      |        |   |  |   |        |  
|Less: other revenues                                                        |  |                             | (4,312    | ) |      |   |        |      |  |   | (981    | ) |  |      | (458    | ) |  |   | (986    | )
|                                                                            |  |                            
|Service revenues for ARPU                                                   |  | $                           | 1,294,602 |   |      | $ | 967,636 |      |  | $ | 648,385 |   |  | $    | 365,513 |   |  | $ | 130,494 |  
|                                                                            |  |                            
|                                                                            |  |                            
|Average units (subscribers)                                                 |  |                             | 1,410     |   |      |   | 1,051   |      |  |   | 694     |   |  |      | 360     |   |  |   | 123     |  
|                                                                            |  |                            
|                                                                            |  |                            
|ARPU                                                                        |  | $                           | 77        |   |      | $ | 77      |      |  | $ | 78      |   |  | $    | 85      |   |  | $ | 88      |  
|                                                                            |  |                            
|                                                                            |  |                            




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | As described below under Managements Discussion
    and Analysis of Financial Condition and Results of
    OperationsCritical Accounting Policies, on
    July 1, 2003, we adopted EITF Issue No. 00-21,
    Accounting for Revenue Arrangements with Multiple
    Deliverables, and elected to apply the provisions
    prospectively to our existing customer arrangements. Subsequent
    to that date, each month we recognize the activation fees,
    handset equipment revenues and equipment costs that had been
    previously deferred in accordance with Staff Accounting Bulletin
    (SAB) No. 101. Based on EITF Issue
    No. 00-21, we now recognize the activation fees that were
    formerly deferred and recognized as services revenues as
    equipment revenues.



---



##### Table of Contents









LRS Lifetime Revenue per Subscriber




|                                      |  |                         |       |   |      |   |       |      |  |   |       |   |  |      |       |   |  |   |       |  
|------------------------------------- |  | ----------------------- | ----- | - | ---- | - | ----- | ---- |  | - | ----- | - |  | ---- | ----- | - |  | - | ----- | -
|                                      |  | Year Ended December 31, |      
|                                      |  |                         |      
|                                      |  | 2004                    |       |   | 2003 |   |       | 2002 |  |   | 2001  |   |  | 2000 |      
|                                      |  |                         |      
|ARPU                                  |  | $                       | 67    |   |      | $ | 68    |      |  | $ | 68    |   |  | $    | 71    |   |  | $ | 71    |  
|Divided by: churn                     |  |                         | 1.4   | % |      |   | 1.6   | %    |  |   | 1.6   | % |  |      | 1.6   | % |  |   | 1.7   | %
|                                      |  |                        
|Lifetime revenue per subscriber (LRS) |  | $                       | 4,786 |   |      | $ | 4,250 |      |  | $ | 4,250 |   |  | $    | 4,438 |   |  | $ | 4,176 |  
|                                      |  |                        
|                                      |  |                        






ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION






Accounting for Leases Accounting for Operating Leases with Scheduled Rent
Increases.


Overview






---



##### Table of Contents















| |   |                                                                                                                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | digital cellular voice, including advanced calling features such
    as speakerphone, conference calling, voicemail, call forwarding
    and additional line service;                                                                                                                         
|
| |  | Direct Connect service, the digital walkie-talkie service that
    allows customers to instantly connect with business associates,
    family and friends without placing a phone call;                                                                                                       
|
| |  | short messaging, the service that utilizes the Internet to keep
    customers connected to clients, colleagues and family with text,
    numeric and two-way messaging; and                                                                                                                   
|
| |  | Nextel Online services, which provide customers with
    Internet-ready handsets access to the World Wide Web and an
    organizations internal database, as well as web-based
    applications such as e-mail, address books, calendars and
    advanced Java enabled business applications.









| |   |                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Achieving positive net income attributable to common
    stockholders in 2004 of $53.7 million, an increase of
    $265.3 million over a net loss attributable to common
    stockholders of $211.6 million in 2003.
|
| |  | Growing our subscriber base approximately 30% by adding
    approximately 369,200 net new customers to end the year
    with over 1,602,400 customers compared to 1,233,200 as of
    December 31, 2003.            
|
| |  | Growing our service revenues approximately 34% from
    $1,291.4 million for 2004 compared to $964.4 million
    for 2003.                                                                                          
|
| |  | Increasing Adjusted EBITDA 107% from $371.2 million for
    2004 compared to $179.4 million for 2003.                                                                                                               
|
| |  | Lowering our customer churn rate to 1.4% for 2004 compared to
    1.6% for 2003.                                                                                                                                    
|
| |  | Remaining one of the industry leaders in LRS with an LRS of
    $4,786 for 2004 compared to $4,250 for 2003.                                                                                                        
|
| |  | Generating $202.5 million net cash from operating
    activities during 2004 compared to $87.2 million during
    2003.                                                                                             





---



##### Table of Contents













| |   |                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Expanded our retail sales channel to a total of 73 stores
    operational by December 31, 2004 compared to 40 stores
    at December 31, 2003.                             
|
| |  | Completed our 30,000 square foot customer care center
    expansion in Panama City Beach, Florida.                                                                         
|
| |  | Launched a camera handset, the i860, with multimedia messaging
    capabilities.                                                                                           
|
| |  | Introduced two new handset models, the i315 and i325, with
    off-network walkie-talkie capabilities designed for industrial,
    government and public safety users.     
|
| |  | Introduced the ultra-slim i830 and the i710 clamshell handsets.                                                                                                            
|
| |  | Implemented data applications such as NextMail, which allows
    customers to send a voice message to any email address in the
    world via our Direct Connect technology.
|
| |  | In conjunction with Nextel, launched International Direct
    Connect in Canada, Argentina, Brazil, Peru and Mexico.                                                       

RESULTS OF OPERATIONS


Year Ended December 31, 2004 Compared to Year Ended
December 31, 2003


Revenues








| |   |                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our continued focus on high value customers;                                                                                                                    
|
| |  | the growth in minutes of use during 2004 to an average of
    743 monthly minutes per subscriber compared to an average
    of 680 monthly minutes for 2003; and
|
| |  | a strong response to using Nationwide Direct Connect, which
    launched during third quarter 2003.                                                             





---



##### Table of Contents











|                             |  |                                     |           |  |              |  |      |              |  |              |              |  |  |        |      |  |        |   |         |  |  |  |     | 
|---------------------------- |  | ----------------------------------- | --------- |  | ------------ |  | ---- | ------------ |  | ------------ | ------------ |  |  | ------ | ---- |  | ------ | - | ------- |  |  |  | --- | 
|                             |  |                                     |           |  |              |  |      |              |  | 2003 vs 2004 |             
|                             |  | Year Ended                          |           |  | % of         |  |      | Year Ended   |  |              | % of         |  |  |        |     
|                             |  | December 31,                        |           |  | Consolidated |  |      | December 31, |  |              | Consolidated |  |  | $      |      |  | %      |  
|                             |  | 2004                                |           |  | Revenues     |  |      | 2003         |  |              | Revenues     |  |  | Change |      |  | Change |  
|                             |  |                                     |          
|                             |  | (dollars in thousands, except ARPU) |          
|Service and roaming revenues |  | $                                   | 1,291,352 |  |              |  | 94%  |              |  | $            | 964,386      |  |  |        | 95%  |  |        | $ | 326,966 |  |  |  | 34% | 
|Equipment revenues           |  |                                     | 77,075    |  |              |  | 6%   |              |  |              | 54,658       |  |  |        | 5%   |  |        |   | 22,417  |  |  |  | 41% | 
|                             |  |                                    
|Total revenues               |  | $                                   | 1,368,427 |  |              |  | 100% |              |  | $            | 1,019,044    |  |  |        | 100% |  |        | $ | 349,383 |  |  |  | 34% | 
|                             |  |                                    
|                             |  |                                    
|ARPU(1)                      |  | $                                   | 67        |  |              |  |      |              |  | $            | 68           |  |  |        |      |  |        |   |         |  |  |  |     | 
|                             |  |                                    
|                             |  |                                    




|    |                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | See Selected Financial Data Additional
    Reconciliations of Non-GAAP Financial Measures (Unaudited)
    for more information regarding our use of ARPU as a non-GAAP
    financial measure.



Accounting for
Revenue Arrangements with Multiple Deliverables,




---



##### Table of Contents











|                                                                                      |                                                                             |                         |           |           |      |   |         |         | 
|------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | ----------------------- | --------- | --------- | ---- | - | ------- | ------- | 
|                                                                                      |                                                                             | Year Ended December 31, |          
|                                                                                      |                                                                             |                         |          
|                                                                                      |                                                                             | 2004                    |           |           | 2003 |  
|                                                                                      |                                                                             |                         |          
|                                                                                      |                                                                             | (In thousands)          |          
|Revenues:                                                                             |                                                                             |                         |           |           |      |   |         |        
|Service revenues (as reported on Consolidated Statements of
    Operations)           |                                                                             | $                       | 1,291,352 |           |      | $ | 964,386 |        
|Activation fees deferred (SAB No. 101)                                                |                                                                             |                         |          |           |      |   | 3,319   |        
|Previously deferred activation fees recognized
    (SAB No. 101)                      |                                                                             |                         | (3,748    | )         |      |   | (4,325  | )      
|Activation fees to equipment revenues (EITF No. 00-21)                                |                                                                             |                         | 11,310    |           |      |   | 4,256   |        
|                                                                                      |                                                                             |                        
|                                                                                      | Total service revenues without SAB No. 101 and EITF
    No. 00-21           |                         | $         | 1,298,914 |      |   | $       | 967,636 | 
|                                                                                      |                                                                             |                        
|                                                                                      |                                                                             |                        
|Equipment revenues (as reported on Consolidated Statements of
    Operations)         |                                                                             | $                       | 77,075    |           |      | $ | 54,658  |        
|Equipment revenues deferred (SAB No. 101)                                             |                                                                             |                         |          |           |      |   | 19,947  |        
|Previously deferred equipment revenues recognized
    (SAB No. 101)                   |                                                                             |                         | (20,258   | )         |      |   | (25,380 | )      
|Activation fees from service revenues (EITF No. 00-21)                                |                                                                             |                         | (11,310   | )         |      |   | (4,256  | )      
|                                                                                      |                                                                             |                        
|                                                                                      | Total equipment revenues without SAB No. 101 and
    EITF No. 00-21         |                         | $         | 45,507    |      |   | $       | 44,969  | 
|                                                                                      |                                                                             |                        
|                                                                                      |                                                                             |                        
|Cost of equipment revenues (as reported on Consolidated
    Statements of Operations) |                                                                             | $                       | 143,848   |           |      | $ | 114,868 |        
|Cost of equipment revenues deferred (SAB No. 101)                                     |                                                                             |                         |          |           |      |   | 23,266  |        
|Previously deferred cost of equipment revenues recognized
    (SAB No. 101)           |                                                                             |                         | (24,006   | )         |      |   | (29,705 | )      
|                                                                                      |                                                                             |                        
|                                                                                      | Total cost of equipment revenues without
    SAB No. 101 and EITF No. 00-21 |                         | $         | 119,842   |      |   | $       | 108,429 | 
|                                                                                      |                                                                             |                        
|                                                                                      |                                                                             |                        





Cost of Service Revenues










---



##### Table of Contents











Cost of Equipment Revenues






|                                  |  |                    |          |   |      |   |          |  
|--------------------------------- |  | ------------------ | -------- | - | ---- | - | -------- | -
|                                  |  | For the Year Ended |         
|                                  |  | December 31,       |         
|                                  |  |                    |         
|                                  |  | 2004               |          |   | 2003 |  
|                                  |  |                    |         
|                                  |  | (in thousands)     |         
|Equipment revenues billed         |  | $                  | 45,507   |   |      | $ | 44,969   |  
|Cost of equipment revenues billed |  |                    | (119,842 | ) |      |   | (108,429 | )
|                                  |  |                   
|Total gross subsidy for equipment |  | $                  | (74,335  | ) |      | $ | (63,460  | )
|                                  |  |                   
|                                  |  |                   

Selling, General and Administrative Expenses








| |   |                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | $14.5 million increase in advertising and media expenses as
    a result of general marketing campaigns along with sponsorship
    of NASCAR in conjunction with Nextel;
|
| |  | $2.1 million increase in facility and lease costs primarily
    for the more than 30 new company-owned stores put in operation
    during 2004; and                     
|
| |  | $11.5 million increase in commissions, commission bonuses
    and residuals paid to account representatives and the indirect
    sales channel.                         





| |   |                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | $10.5 million increase due to hiring additional staff and
    operating expenses to support our growing customer base and
    related activities in Las Vegas, Nevada and Panama City Beach,
    Florida;



---



##### Table of Contents











| |   |                                                                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | $50.3 million increase in expenses for service and repair,
    billing, collection and customer retention expenses including
    handset upgrades to support a larger and growing customer base,
    offset by a $24.3 million decrease in bad debt due to
    improved collection activity; and
|
| |  | $25.4 million increase in support of our information
    systems, facilities and corporate expenses.                                                                                                                                                                                            





Stock-Based Compensation Expense






Depreciation and Amortization Expense






Interest Expense and Interest Income


1 2




Loss on Early Retirement of Debt






1 2




---



##### Table of Contents









Income Tax Provision






Net Income (Loss) Attributable to Common Stockholders






Year Ended December 31, 2003 Compared to Year Ended
December 31, 2002


Revenues


Revenue
Recognition in Financial Statements.








| |   |                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our continued focus on high value customers;                                                                                                                                                                                 
|
| |  | the growth in minutes of use during 2003 to an average of
    680 monthly minutes per subscriber compared to an average
    of 598 monthly minutes for 2002;                                                                 
|
| |  | increased fees charged to customers during second quarter 2003
    to recover a portion of the costs associated with government
    mandated telecommunication services such as enhanced E911 and
    number portability; and
|
| |  | a strong response to using Nationwide Direct Connect, which
    started in August 2003 and was billed either as a monthly rate
    plan or at a rate of $0.10 per minute of use.                                             



---



##### Table of Contents











|                             |  |                                     |           |  |              |  |     |            |  |              |              |  |  |        |     |   |        |   |         |  |  |  |     |  
|---------------------------- |  | ----------------------------------- | --------- |  | ------------ |  | --- | ---------- |  | ------------ | ------------ |  |  | ------ | --- | - | ------ | - | ------- |  |  |  | --- | -
|                             |  |                                     |           |  |              |  |     |            |  | 2002 vs 2003 |             
|                             |  | Year Ended                          |           |  | % of         |  |     | Year Ended |  |              | % of         |  |  |        |    
|                             |  | December                            |           |  | Consolidated |  |     | December   |  |              | Consolidated |  |  | $      |     |   | %      |  
|                             |  | 31, 2003                            |           |  | Revenues     |  |     | 31, 2002   |  |              | Revenues     |  |  | Change |     |   | Change |  
|                             |  |                                     |          
|                             |  | (dollars in thousands, except ARPU) |          
|Service and roaming revenues |  | $                                   | 964,386   |  |              |  | 95  | %          |  | $            | 646,169      |  |  |        | 96  | % |        | $ | 318,217 |  |  |  | 49  | %
|Equipment revenues           |  |                                     | 54,658    |  |              |  | 5   | %          |  |              | 24,519       |  |  |        | 4   | % |        |   | 30,139  |  |  |  | 123 | %
|                             |  |                                    
|Total revenues               |  | $                                   | 1,019,044 |  |              |  | 100 | %          |  | $            | 670,688      |  |  |        | 100 | % |        | $ | 348,356 |  |  |  | 52  | %
|                             |  |                                    
|                             |  |                                    
|ARPU(1)                      |  | $                                   | 68        |  |              |  |     |            |  | $            | 68           |  |  |        |     |   |        |   |         |  |  |  |     |  
|                             |  |                                    
|                             |  |                                    






|    |                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | See Selected Financial Data Additional
    Reconciliations of Non-GAAP Financial Measures (Unaudited)
    for more information regarding our use of ARPU as a non-GAAP
    financial measure.



|                                                                                      |                                                                             |                |         |         |      |   |         |         | 
|------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | -------------- | ------- | ------- | ---- | - | ------- | ------- | 
|                                                                                      |                                                                             | Year Ended     |        
|                                                                                      |                                                                             | December 31,   |        
|                                                                                      |                                                                             |                |        
|                                                                                      |                                                                             | 2003           |         |         | 2002 |  
|                                                                                      |                                                                             |                |        
|                                                                                      |                                                                             | (in thousands) |        
|Revenues:                                                                             |                                                                             |                |         |         |      |   |         |        
|Service revenues (as reported on Consolidated Statements of
    Operations)           |                                                                             | $              | 964,386 |         |      | $ | 646,169 |        
|Activation fees deferred (SAB No. 101)                                                |                                                                             |                | 3,319   |         |      |   | 5,989   |        
|Previously deferred activation fees recognized
    (SAB No. 101)                      |                                                                             |                | (4,325  | )       |      |   | (2,792  | )      
|Activation fees to equipment revenues (EITF No. 00-21)                                |                                                                             |                | 4,256   |         |      |   |        |        
|                                                                                      |                                                                             |               
|                                                                                      | Total service revenues without SAB No. 101 and EITF
    No. 00-21           |                | $       | 967,636 |      |   | $       | 649,366 | 
|                                                                                      |                                                                             |               
|                                                                                      |                                                                             |               
|Equipment revenues (as reported on Consolidated Statements of
    Operations)         |                                                                             | $              | 54,658  |         |      | $ | 24,519  |        
|Equipment revenues deferred (SAB No. 101)                                             |                                                                             |                | 19,947  |         |      |   | 31,031  |        
|Previously deferred equipment revenues recognized
    (SAB No. 101)                   |                                                                             |                | (25,380 | )       |      |   | (19,263 | )      
|Activation fees from service revenues (EITF No. 00-21)                                |                                                                             |                | (4,256  | )       |      |   |        |        
|                                                                                      |                                                                             |               
|                                                                                      | Total equipment revenues without SAB No. 101 and
    EITF No. 00-21         |                | $       | 44,969  |      |   | $       | 36,287  | 
|                                                                                      |                                                                             |               
|                                                                                      |                                                                             |               
|Cost of equipment revenues (as reported on Consolidated
    Statements of Operations) |                                                                             | $              | 114,868 |         |      | $ | 87,130  |        
|Cost of equipment revenues deferred (SAB No. 101)                                     |                                                                             |                | 23,266  |         |      |   | 37,020  |        
|Previously deferred cost of equipment revenues recognized
    (SAB No. 101)           |                                                                             |                | (29,705 | )       |      |   | (22,055 | )      
|                                                                                      |                                                                             |               
|                                                                                      | Total cost of equipment revenues without
    SAB No. 101 and EITF No. 00-21 |                | $       | 108,429 |      |   | $       | 102,095 | 
|                                                                                      |                                                                             |               
|                                                                                      |                                                                             |               





---



##### Table of Contents











| |                             
| | ----------------------------
| | Cost of Service
    Revenues



Cost of Equipment Revenues






|                                  |  |                    |          |   |      |   |          |  
|--------------------------------- |  | ------------------ | -------- | - | ---- | - | -------- | -
|                                  |  | For the Year Ended |         
|                                  |  | December 31,       |         
|                                  |  |                    |         
|                                  |  | 2003               |          |   | 2002 |  
|                                  |  |                    |         
|                                  |  | (in thousands)     |         
|Equipment revenues billed         |  | $                  | 44,969   |   |      | $ | 36,287   |  
|Cost of equipment revenues billed |  |                    | (108,429 | ) |      |   | (102,095 | )
|                                  |  |                   
|Total gross subsidy for equipment |  | $                  | (63,460  | ) |      | $ | (65,808  | )
|                                  |  |                   
|                                  |  |                   



| |                                                 
| | ------------------------------------------------
| | Selling, General and
    Administrative Expenses











| |   |                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a $27.7 million increase due to hiring additional staff and
    operating expenses to support our growing customer base and
    related customer care activities in Las Vegas, Nevada and Panama
    City Beach, Florida;
|
| |  | a $23.4 million increase in billing, bad debt, collection
    and customer retention expenses to support a larger and growing
    customer base; and                                                                     
|
| |  | a $19.7 million increase in personnel, support of our
    information systems and corporate expenses.                                                                                                                    



---



##### Table of Contents











| |                                     
| | ------------------------------------
| | Stock-Based Compensation
    Expense





| |                                          
| | -----------------------------------------
| | Depreciation and Amortization
    Expense





| |                                         
| | ----------------------------------------
| | Interest Expense and Interest
    Income

1 2






| |                                     
| | ------------------------------------
| | Loss on Early Retirement of
    Debt

1 2




| |                                  
| | ---------------------------------
| | Deferred Income Tax
    Provision





| |                                                 
| | ------------------------------------------------
| | Net Loss Attributable to Common
    Stockholders



Liquidity and Capital Resources






---



##### Table of Contents













| |                                       
| | --------------------------------------
| | Statement of Cash Flows
    Discussion

|                                   |  |                                 |          |   |      |   |          |        |  |   |          |   |  |  |      |   
|---------------------------------- |  | ------------------------------- | -------- | - | ---- | - | -------- | ------ |  | - | -------- | - |  |  | ---- | --
|                                   |  | For the Year Ended December 31, |         
|                                   |  |                                 |         
|                                   |  |                                 |          | $ |      |   | %        |       
|                                   |  | 2004                            |          |   | 2003 |   |          | Change |  |   | Change   |  
|                                   |  |                                 |         
|                                   |  | (dollars in thousands)          |         
|Net cash from operating activities |  | $                               | 202,466  |   |      | $ | 87,154   |        |  | $ | 115,312  |   |  |  | 132  | % 
|Net cash from investing activities |  | $                               | (131,620 | ) |      | $ | (214,504 | )      |  | $ | 82,884   |   |  |  | 39   | % 
|Net cash from financing activities |  | $                               | (45,982  | ) |      | $ | 182,448  |        |  | $ | (228,430 | ) |  |  | (125 | %)





|  |                                                                                                                                                
|- | -----------------------------------------------------------------------------------------------------------------------------------------------
| | a $204.1 million increase in income generated from
    operating activities, excluding changes in current assets and
    liabilities; offset by
| 
| | a $21.0 million increase in our accounts receivable balance
    from customers due to growth in number of subscribers;                         
| 
| | a $26.6 million increase in our on-hand subscriber
    equipment inventory and other current assets; and                                       
| 
| | a $41.2 million decrease in accounts payable and other
    current liabilities and advances to Nextel WIP due to the timing
    of payments.   





|  |                                                                                                          
|- | ---------------------------------------------------------------------------------------------------------
| | a $22.9 million decrease in capital expenditures;                                                        
| 
| | a $12.2 million decrease in FCC licenses acquired; and                                                   
| 
| | a $47.8 million increase in net cash proceeds from the sale
    and maturities of short-term investments.





|  |                                                                                                                                                                                                                 
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a $400.4 million decline in proceeds from refinancing our
    credit facility in May 2004 and, during 2003, issuing
    11/2% convertible
    senior notes due 2008 and
    81/8% senior
    notes due 2011;    
| 
| | our receipt of $104.5 million from our equity offering in
    November 2003;                                                                                                                                    
| 
| | a $4.9 million decline in proceeds from sale-leaseback
    transactions;                                                                                                                                        
| 
| | a $0.6 million increase in capital lease payments; offset by                                                                                                                                                    
| 
| | a $246.0 million increase in cash for the tender offer of
    our 11% senior notes due 2010 and our 2003 redemption of
    14% senior discount notes due 2009 and
    121/2% senior
    discount notes due 2009;
| 
| | a $18.3 million decline in debt and equity issuance
    costs; and                                                                                                                                              
| 
| | a $17.7 million increase in proceeds from stock options
    exercised and the cash proceeds from employee purchases of stock.                                                                                   



---



##### Table of Contents











| |                                      
| | -------------------------------------
| | Capital Needs and Funding
    Sources











Payments Due by Period


|                              |  |                |         |  |      |   |         |      |  |   |         |  |  |      |         |  |            |   |         |       |  |   |           |  |  |   |           | 
|----------------------------- |  | -------------- | ------- |  | ---- | - | ------- | ---- |  | - | ------- |  |  | ---- | ------- |  | ---------- | - | ------- | ----- |  | - | --------- |  |  | - | --------- | 
|Contractual Obligations       |  | 2005           |         |  | 2006 |   |         | 2007 |  |   | 2008    |  |  | 2009 |         |  | Thereafter |   |         | Total | 
|                              |  |                |        
|                              |  | (in thousands) |        
|Long-term debt                |  | $              |        |  |      | $ |        |      |  | $ | 5,250   |  |  | $    | 307,000 |  |            | $ | 153,250 |       |  | $ | 1,156,907 |  |  | $ | 1,622,407 | 
|Interest on long-term debt(1) |  |                | 102,912 |  |      |   | 108,386 |      |  |   | 110,787 |  |  |      | 111,255 |  |            |   | 107,933 |       |  |   | 131,132   |  |  |   | 672,405   | 
|Operating leases              |  |                | 88,057  |  |      |   | 67,475  |      |  |   | 52,996  |  |  |      | 40,991  |  |            |   | 29,408  |       |  |   | 44,665    |  |  |   | 323,592   | 
|Capital lease obligations(2)  |  |                | 5,227   |  |      |   | 5,227   |      |  |   | 5,227   |  |  |      | 5,227   |  |            |   | 5,227   |       |  |   |          |  |  |   | 26,135    | 
|Purchase obligations(3)       |  |                | 1,900   |  |      |   |        |      |  |   |        |  |  |      |        |  |            |   |        |       |  |   |          |  |  |   | 1,900     | 
|                              |  |               
|Total contractual obligations |  | $              | 198,096 |  |      | $ | 181,088 |      |  | $ | 174,260 |  |  | $    | 464,473 |  |            | $ | 295,818 |       |  | $ | 1,332,704 |  |  | $ | 2,646,439 | 
|                              |  |               
|                              |  |               






|    |                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes interest on swaps of approximately $128,000 and
    ($873,000) for 2005 and 2006, respectively. These amounts
    include estimated payments based on managements
    expectation as to future interest rates. Assumes non-renewal of
    the interest rate swap with notional amount of
    $50.0 million that will expire in April 2005.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(3) | Included in the Purchase obligations caption
    above are minimum amounts due under our most significant
    agreements for telecommunication services required for
    back-office support. Amounts actually paid under some of these
    agreements may be higher due to variable components of these
    agreements. In addition to the amounts reflected in the table,
    we expect to pay significant amounts to Motorola for
    infrastructure, handsets and related services in future years.
    Potential amounts payable to Motorola are not shown above due to
    the uncertainty surrounding the timing and extent of these
    payments. See notes to the



---



##### Table of Contents











| |                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Consolidated Financial
    Statements appearing elsewhere in this Annual Report on
    Form 10-K for amounts paid to Motorola for the years ended
    December 31, 2004 and 2003.



| |                   
| | ------------------
| | Sources of Funding





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | proceeds from cash equity contributions and commitments of
    $202.8 million in January and September of 1999;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | the offering of 14% senior discount notes due 2009 for
    initial proceeds of $406.4 million in January 1999, less
    $191.2 million for the partial redemption of these notes in
    April 2000, $86.1 million (principal amount at maturity)
    repurchased for cash in May and June 2003, $375.8 million
    (principal amount at maturity) as of June 30, 2003
    repurchased pursuant to a tender offer commenced in June 2003,
    $16.5 million (principal amount at maturity) and
    $4.8 million (principal amount at maturity) repurchased for
    cash in July 2003 and December 2003, respectively, and
    $1.8 million (principal amount at maturity) redeemed in
    March 2004;
|
| |  | term loans incurred in the aggregate principal amount of
    $375.0 million in January and September 1999 and January
    2002, which we refinanced in May 2004 and increased to
    $700.0 million;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | the contribution by Nextel WIP of FCC licenses valued at
    $178.3 million, in exchange for Class B common stock
    and Series B preferred stock in January and September 1999
    and September 2000, less redemption of all the Series B
    preferred stock for $38.9 million in November 2003;                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | the contribution by Motorola of a $22.0 million credit to
    use against our purchases of Motorola-manufactured
    infrastructure equipment in exchange for Class A common
    stock, all of which had been used by December 31, 1999;                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | net proceeds from the sale of Class A common stock in our
    initial public offering of $510.8 million in February 2000;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | the offering of 11% senior notes due 2010 for
    $200.0 million in March 2000 and an additional
    $200.0 million in 11% senior notes due 2010 in July
    2000, less $22.6 million (principal amount at maturity)
    repurchased for cash in August 2003, $10.5 million
    (principal amount at maturity) repurchased for cash in March
    2004 and $355.8 million (principal amount at maturity)
    repurchased for cash through a tender offer that expired in May
    2004;                                                                                                                                                                                                               
|
| |  | the offering of
    121/2% senior
    discount notes due 2009 for $210.4 million in December
    2001, less $11.1 million (principal amount at maturity)
    repurchased for cash in August 2003 and redemption of
    $67.7 million (principal amount at maturity) in December
    2003;                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | net proceeds totaling $28.0 million from the sale of
    switches in Kentucky and Florida in July and October 2002;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | cancellation of existing indebtedness in November and December
    2002 and January and February 2003 in the aggregate amount of
    $45.0 million (principal amount at maturity) in exchange
    for the issuance of shares of our Class A common stock;                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | the offering of
    11/2% convertible
    senior notes due 2008 for $150.0 million in May 2003 and an
    additional $25.0 million in June 2003 pursuant to the
    exercise of an over-allotment option held by the initial
    purchasers of the notes;                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | the offering of
    81/8% senior
    notes due 2011 for $450.0 million in June 2003 and an
    additional $25.0 million in May 2004 for proceeds of
    $24.6 million;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | the offering of
    11/2% convertible
    senior notes due 2008 for $125.0 million in August
    2003; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | net proceeds of $104.5 million from our sale of
    Class A common stock in November 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



---



##### Table of Contents











Bank Credit Facility








14% Senior Discount Notes Due 2009






---



##### Table of Contents











11% Senior Notes Due 2010




121/2% Senior
Discount Notes Due 2009


1 2 1 2 1 2 1 2


81/8% Senior
Notes Due 2011


1 8 1 8 1 8


1 8 1 8 1 8


11/2% Convertible
Senior Notes Due 2008


1 2




---



##### Table of Contents









1 2 1 2 1 2


1 2 1 2 1 2 1 2






Off-Balance Sheet Arrangements






Critical Accounting Policies




Revenue Recognition






---



##### Table of Contents













Accounting for Revenue Arrangements
with Multiple Deliverables.


Revenue Recognition
in Financial Statements, Revenue Recognition in Financial
Statements


Accounts Receivable






---



##### Table of Contents









Capitalization and Depreciation of Fixed Assets






FCC Licenses




Goodwill and Other Intangible Assets. Unit
of Accounting for Testing Impairment Indefinite-Lived Intangible
Assets,






---



##### Table of Contents











Impairment of Long-Lived Assets


Accounting
for the Impairment or Disposal of Long-Lived Assets.


Recently Issued Accounting Pronouncements


Consolidation of
Variable Interest Entities Consolidation of Variable
Interest Entities,


Inventory Costs, Inventory Pricing.


Share Based Payment, Accounting for Stock-Based
Compensation, Accounting for Stock Issued to Employees. Accounting for Stock Based
Compensation-Transition and Disclosure,


Exchange of Nonmonetary Assets, Accounting for Nonmonetary Transactions,




---



##### Table of Contents









Related Party Transactions


Nextel Operating Agreements












Business Relationship









|         |                                                           
|-------- | ----------------------------------------------------------
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





---



##### Table of Contents









1 2 1 8 1 2




Accounting for Derivative Instruments and Hedging
Activities,


Derivatives that are non-cash flow hedging instruments








Cash Flow Hedging Instruments








---



##### Table of Contents













|                            |                       |                        |                |      |      |   |   |      |   |   |      |       |   |      |         |       |            |   |         |       |   |   |            |         |   |   |         |         |   |   |           |         | 
|--------------------------- | --------------------- | ---------------------- | -------------- | ---- | ---- | - | - | ---- | - | - | ---- | ----- | - | ---- | ------- | ----- | ---------- | - | ------- | ----- | - | - | ---------- | ------- | - | - | ------- | ------- | - | - | --------- | ------- | 
|                            |                       | 2005                   |                |      | 2006 |   |   | 2007 |   |   | 2008 |       |   | 2009 |         |       | Thereafter |   |         | Total |   |   | Fair Value |        
|                            |                       |                        |               
|                            |                       | (dollars in thousands) |               
|Long-term debt obligations: |                       | $                      |               |      |      | $ |  |      |   | $ |     |       |   | $    | 300,000 |       |            | $ | 146,250 |       |   | $ | 476,157    |         |   | $ | 922,407 |         |   | $ | 1,346,468 |        
|                            | Fixed-rate debt       |                        |                |      |      |   |   |      |   |   |      |       |   |      |         |       |            |   |         |       |   |   |            |         |   |   |         |         |   |   |           |         | 
|                            | Average interest rate |                        |                | 6.7% |      |   |   | 6.7  | % |   |      | 6.7   | % |      |         | 6.9   | %          |   |         | 9.1   | % |   |            | 8.1     | % |   |         | 7.2     | % |   |           |         | 
|                            | Variable-rate debt(1) |                        | $              |     |      |   | $ |     |   |   | $    | 5,250 |   |      | $       | 7,000 |            |   | $       | 7,000 |   |   | $          | 680,750 |   |   | $       | 700,000 |   |   | $         | 700,000 | 
|                            | Average interest rate |                        | (LIBOR + 2.5%) |      |      |   |   |      |   |   |      |       |   |      |         |       |            |   |         |       |   |   |           




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | As of December 31, 2004, variable-rate debt consisted of
    our bank credit facility. The bank credit facility includes a
    $700.0 million tranche C term loan, a
    $100.0 million revolving credit facility and an option to
    request an additional $200.0 million of incremental term
    loans. The tranche C term loan bears interest, at our
    option, at the administrative agents alternate base rate
    or reserve-adjusted LIBOR plus, in each case, applicable margin.
    The initial applicable margin for the tranche C term loan
    is 2.50% over LIBOR and 1.50% over the base rate. For the
    revolving credit facility, the initial applicable margin is
    3.00% over LIBOR and 2.00% over the base rate and thereafter
    will be determined on the basis of the ratio of total debt to
    annualized EBITDA and will range between 1.50% and 3.00% over
    LIBOR and between 0.50% and 2.00% over the base rate. As of
    December 31, 2004, the average interest rate on the
    tranche C term loan was 4.9375%.



|                     |                                           |                        |   |        |      |  |   |         |   |      |   |      |  |            |   |            |  |  |            |   |  |           |   |   |  |  |   |         |  |  |   |     |  |  |   |       | 
|-------------------- | ----------------------------------------- | ---------------------- | - | ------ | ---- |  | - | ------- | - | ---- | - | ---- |  | ---------- | - | ---------- |  |  | ---------- | - |  | --------- | - | - |  |  | - | ------- |  |  | - | --- |  |  | - | ----- | 
|                     |                                           |                        |   |        |      |  |   |         |   |      |   |      |  |            |   | Fair Value |  |  | Fair Value |  
|                     |                                           | 2005                   |   |        | 2006 |  |   | 2007    |   | 2008 |   | 2009 |  | Thereafter |   | Total      |  |  | asset      |   |  | liability |  
|                     |                                           |                        |  
|                     |                                           | (dollars in thousands) |  
|Interest rate swaps: |                                           |                        |   |        |      |  |   |         |   |      |   |      |  |            |   |            |  |  |            |   |  |           |   |   |  |  |   |         |  |  |   |     |  |  |   |      
|                     | Notional amount(1)                        |                        | $ | 50,000 |      |  | $ | 200,000 |   |      | $ |     |  |            | $ |           |  |  | $          |  |  |           | $ |  |  |  | $ | 250,000 |  |  | $ | 579 |  |  | $ | 1,117 | 
|                     | Weighted-average fixed rate payable(2)    |                        |   | 3.0    | %    |  |   | 3.6     | % |      |   |     |  |            |   |           |  |  |            |  |  |           |   |  |  |  |   |        |  |  |   |    |  |  |   |      | 
|                     | Weighted-average fixed rate receivable(3) |                        |   |       |      |  |   |        |   |      |   |     |  |            |   |           |  |  |            |  |  |           |   |  |  |  |   |        |  |  |   |    |  |  |   |      | 




|    |                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes notional amounts of $50.0 million and
    $200.0 million that will expire in April 2005 and August
    2006, respectively.                
|(2) | Represents the weighted-average fixed rate based on the
    contract notional amount as a percentage of total notional
    amounts in a given year.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | The initial applicable margin for the tranche C term
    loan is 2.50% over LIBOR and 1.50% over the base rate. For the
    revolving credit facility, the applicable margin is 3.00% over
    LIBOR and 2.00% over the base rate and thereafter will be
    determined on the basis of the ratio of total debt to annualized
    EBITDA and will range between 1.50% and 3.00% over LIBOR and
    between 0.50% and 2.00% over the base rate. As of
    December 31, 2004, the interest rate on the trance C term
    loan was 4.9375%.



---



##### Table of Contents












ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


NEXTEL PARTNERS, INC. AND SUBSIDIARIES


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


|                                                                                                                                                 |  |      |     | 
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | --- | 
|                                                                                                                                                 |  | PAGE |    
|                                                                                                                                                 |  |      |    
|Consolidated Balance Sheets as of December 31, 2004 and 2003                                                                                     |  |      | 72  | 
|Consolidated Statements of Operations for the Years Ended
    December 31, 2004, 2003 and 2002                                                   |  |      | 73  | 
|Consolidated Statements of Changes in Stockholders Equity
    and Comprehensive Income for the Years Ended December 31,
    2004, 2003 and 2002 |  |      | 74  | 
|Consolidated Statements of Cash Flows for the Years Ended
    December 31, 2004, 2003 and 2002                                                   |  |      | 75  | 
|Notes to Consolidated Financial Statements                                                                                                       |  |      | 76  | 
|Report of Independent Registered Public Accounting Firm                                                                                          |  |      | 102 | 
|Report of Independent Registered Public Accounting Firm on
    Internal Control over Financial Reporting                                         |  |      | 103 | 



---



##### Table of Contents









NEXTEL PARTNERS, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS


(dollars in thousands, except per share amounts)


|                                                     |                                                                                                                                                                                                      |              |           |               |              |   |           |            |  
|---------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | --------- | ------------- | ------------ | - | --------- | ---------- | -
|                                                     |                                                                                                                                                                                                      | December 31, |           |               | December 31, |  
|                                                     |                                                                                                                                                                                                      | 2004         |           |               | 2003         |  
|                                                     |                                                                                                                                                                                                      |              |          
|                                                     |                                                                                                                                                                                                      |              |           | (as restated) |             
|ASSETS                                               |                                                                                                                                                                                                      |              |           |               |              |   |           |           
|CURRENT ASSETS:                                      |                                                                                                                                                                                                      |              |           |               |              |   |           |           
|                                                     | Cash and cash equivalents                                                                                                                                                                            |              | $         | 147,484       |              |   | $         | 122,620    |  
|                                                     | Short-term investments                                                                                                                                                                               |              |           | 117,095       |              |   |           | 146,191    |  
|                                                     | Accounts receivable, net of allowance $15,874 and $14,873,
    respectively                                                                                                                          |              |           | 190,954       |              |   |           | 150,219    |  
|                                                     | Subscriber equipment inventory                                                                                                                                                                       |              |           | 49,595        |              |   |           | 24,007     |  
|                                                     | Other current assets                                                                                                                                                                                 |              |           | 31,388        |              |   |           | 19,006     |  
|                                                     |                                                                                                                                                                                                      |             
|Total current assets                                 |                                                                                                                                                                                                      |              | 536,516   |               |              |   | 462,043   |           
|                                                     |                                                                                                                                                                                                      |             
|PROPERTY, PLANT AND EQUIPMENT, at cost               |                                                                                                                                                                                                      |              | 1,546,685 |               |              |   | 1,380,866 |           
|                                                     | Lessaccumulated depreciation and amortization                                                                                                                                                       |              |           | (503,967      | )            |   |           | (355,770   | )
|                                                     |                                                                                                                                                                                                      |             
|                                                     | Property, plant and equipment, net                                                                                                                                                                   |              |           | 1,042,718     |              |   |           | 1,025,096  |  
|                                                     |                                                                                                                                                                                                      |             
|OTHER NON-CURRENT ASSETS:                            |                                                                                                                                                                                                      |              |           |               |              |   |           |           
|                                                     | FCC licenses, net of accumulated amortization of $8,744                                                                                                                                              |              |           | 375,470       |              |   |           | 371,898    |  
|                                                     | Debt issuance costs and other, net of accumulated amortization
    of $6,456 and $12,165, respectively                                                                                               |              |           | 20,995        |              |   |           | 30,273     |  
|                                                     |                                                                                                                                                                                                      |             
|Total non-current assets                             |                                                                                                                                                                                                      |              | 396,465   |               |              |   | 402,171   |           
|                                                     |                                                                                                                                                                                                      |             
|TOTAL ASSETS                                         |                                                                                                                                                                                                      | $            | 1,975,699 |               |              | $ | 1,889,310 |           
|                                                     |                                                                                                                                                                                                      |             
|                                                     |                                                                                                                                                                                                      |             
|                                                    
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)       |                                                                                                                                                                                                      |              |           |               |              |   |           |           
|CURRENT LIABILITIES:                                 |                                                                                                                                                                                                      |              |           |               |              |   |           |           
|                                                     | Accounts payable                                                                                                                                                                                     |              | $         | 82,833        |              |   | $         | 76,654     |  
|                                                     | Accrued expenses and other current liabilities (see Note 5)                                                                                                                                          |              |           | 115,447       |              |   |           | 98,878     |  
|                                                     | Due to Nextel WIP                                                                                                                                                                                    |              |           | 7,379         |              |   |           | 9,893      |  
|                                                     |                                                                                                                                                                                                      |             
|Total current liabilities                            |                                                                                                                                                                                                      |              | 205,659   |               |              |   | 185,425   |           
|                                                     |                                                                                                                                                                                                      |             
|LONG-TERM OBLIGATIONS:                               |                                                                                                                                                                                                      |              |           |               |              |   |           |           
|                                                     | Long-term debt                                                                                                                                                                                       |              |           | 1,632,518     |              |   |           | 1,653,539  |  
|                                                     | Deferred income taxes                                                                                                                                                                                |              |           | 53,964        |              |   |           | 45,387     |  
|                                                     | Other long-term liabilities                                                                                                                                                                          |              |           | 32,243        |              |   |           | 32,164     |  
|                                                     |                                                                                                                                                                                                      |             
|Total long-term obligations                          |                                                                                                                                                                                                      |              | 1,718,725 |               |              |   | 1,731,090 |           
|                                                     |                                                                                                                                                                                                      |             
|TOTAL LIABILITIES                                    |                                                                                                                                                                                                      |              | 1,924,384 |               |              |   | 1,916,515 |           
|                                                     |                                                                                                                                                                                                      |             
|COMMITMENTS AND CONTINGENCIES (See Note 9)           |                                                                                                                                                                                                      |              |           |               |              |   |           |           
|STOCKHOLDERS EQUITY (DEFICIT):                      |                                                                                                                                                                                                      |              |           |               |              |   |           |           
|                                                     | Preferred stock, no par value, 100,000,000 shares
    authorized, no shares issued and outstanding                                                                                                   |              |           |              |              |   |           |           |  
|                                                     | Series B Preferred stock, par value $.001 per share,
    13,110,000 shares authorized, no shares outstanding                                                                                         |              |           |              |              |   |           |           |  
|                                                     | Common stock, Class A, par value $.001 per share,
    500,000,000 shares authorized, 181,557,105 and
    183,186,434 shares, respectively, issued and outstanding,
    and paid-in capital           |              |           | 1,029,193     |              |   |           | 1,015,376  |  
|                                                     | Common stock, Class B, par value $.001 per share
    convertible, 600,000,000 shares authorized, 84,632,604 and
    79,056,228 shares, respectively, issued and outstanding,
    and paid-in capital |              |           | 172,697       |              |   |           | 163,312    |  
|                                                     | Accumulated deficit                                                                                                                                                                                  |              |           | (1,150,806    | )            |   |           | (1,204,552 | )
|                                                     | Deferred compensation                                                                                                                                                                                |              |           | (440          | )            |   |           | (1,341     | )
|                                                     | Accumulated other comprehensive income                                                                                                                                                               |              |           | 671           |              |   |           |           |  
|                                                     |                                                                                                                                                                                                      |             
|Total stockholders equity (deficit)                 |                                                                                                                                                                                                      |              | 51,315    |               |              |   | (27,205   | )         
|                                                     |                                                                                                                                                                                                      |             
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) |                                                                                                                                                                                                      | $            | 1,975,699 |               |              | $ | 1,889,310 |           
|                                                     |                                                                                                                                                                                                      |             
|                                                     |                                                                                                                                                                                                      |             





---



##### Table of Contents









NEXTEL PARTNERS, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS


(dollars in thousands, except per share amounts)


|                                                                                        |                                                                                                                                                                                                                                     |                                  |         |               |      |   |               |             |   |   |          |             |  
|--------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------- | ------- | ------------- | ---- | - | ------------- | ----------- | - | - | -------- | ----------- | -
|                                                                                        |                                                                                                                                                                                                                                     | For the Years Ended December 31, |        
|                                                                                        |                                                                                                                                                                                                                                     |                                  |        
|                                                                                        |                                                                                                                                                                                                                                     | 2004                             |         |               | 2003 |   |               | 2002        |  
|                                                                                        |                                                                                                                                                                                                                                     |                                  |        
|                                                                                        |                                                                                                                                                                                                                                     |                                  |         | (as restated) |      |   | (as restated) |            
|REVENUES:                                                                               |                                                                                                                                                                                                                                     |                                  |         |               |      |   |               |             |   |   |          |            
|                                                                                        | Service revenues (earned from Nextel WIP $158,710, $115,894 and
    $79,471, respectively)                                                                                                                                          |                                  | $       | 1,291,352     |      |   | $             | 964,386     |   |   | $        | 646,169     |  
|                                                                                        | Equipment revenues                                                                                                                                                                                                                  |                                  |         | 77,075        |      |   |               | 54,658      |   |   |          | 24,519      |  
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|                                                                                        | Total revenues                                                                                                                                                                                                                      |                                  |         | 1,368,427     |      |   |               | 1,019,044   |   |   |          | 670,688     |  
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|OPERATING EXPENSES:                                                                     |                                                                                                                                                                                                                                     |                                  |         |               |      |   |               |             |   |   |          |            
|                                                                                        | Cost of service revenues (excludes depreciation of $121,644,
    $109,572, and $85,750 respectively) (incurred from Nextel WIP
    $117,491, $96,612, and $79,369 and American Tower $10,866,
    $10,381 and $10,271 respectively) |                                  |         | 361,059       |      |   |               | 322,475     |   |   |          | 271,420     |  
|                                                                                        | Cost of equipment revenues                                                                                                                                                                                                          |                                  |         | 143,848       |      |   |               | 114,868     |   |   |          | 87,130      |  
|                                                                                        | Selling, general and administrative (Incurred from Nextel WIP
    $22,140, $13,292 and $6,996, respectively)                                                                                                                        |                                  |         | 492,335       |      |   |               | 402,300     |   |   |          | 313,668     |  
|                                                                                        | Stock based compensation (primarily selling, general and
    administrative related)                                                                                                                                                |                                  |         | 755           |      |   |               | 1,092       |   |   |          | 12,670      |  
|                                                                                        | Depreciation and amortization                                                                                                                                                                                                       |                                  |         | 149,708       |      |   |               | 135,417     |   |   |          | 101,185     |  
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|                                                                                        | Total operating expenses                                                                                                                                                                                                            |                                  |         | 1,147,705     |      |   |               | 976,152     |   |   |          | 786,073     |  
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|INCOME (LOSS) FROM OPERATIONS                                                           |                                                                                                                                                                                                                                     |                                  | 220,722 |               |      |   | 42,892        |             |   |   | (115,385 | )          
|                                                                                        | Interest expense, net                                                                                                                                                                                                               |                                  |         | (106,500      | )    |   |               | (152,294    | ) |   |          | (164,583    | )
|                                                                                        | Interest income                                                                                                                                                                                                                     |                                  |         | 2,891         |      |   |               | 2,811       |   |   |          | 7,091       |  
|                                                                                        | Gain (loss) on early retirement of debt                                                                                                                                                                                             |                                  |         | (54,971       | )    |   |               | (95,093     | ) |   |          | 4,427       |  
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|INCOME (LOSS) BEFORE DEFERRED INCOME TAX PROVISION                                      |                                                                                                                                                                                                                                     |                                  | 62,142  |               |      |   | (201,684      | )           |   |   | (268,450 | )          
|                                                                                        | Deferred income tax provision                                                                                                                                                                                                       |                                  |         | (8,396        | )    |   |               | (7,811      | ) |   |          | (18,188     | )
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|NET INCOME (LOSS)                                                                       |                                                                                                                                                                                                                                     |                                  | 53,746  |               |      |   | (209,495      | )           |   |   | (286,638 | )          
|                                                                                        | Mandatorily redeemable preferred stock dividends                                                                                                                                                                                    |                                  |         |              |      |   |               | (2,141      | ) |   |          | (3,950      | )
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS                                   |                                                                                                                                                                                                                                     | $                                | 53,746  |               |      | $ | (211,636      | )           |   | $ | (290,588 | )          
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS,
    BASIC AND DILUTED: |                                                                                                                                                                                                                                     |                                  |         |               |      |   |               |             |   |   |          |            
|                                                                                        | Basic                                                                                                                                                                                                                               |                                  | $       | 0.20          |      |   | $             | (0.84       | ) |   | $        | (1.19       | )
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|                                                                                        | Diluted                                                                                                                                                                                                                             |                                  | $       | 0.19          |      |   | $             | (0.84       | ) |   | $        | (1.19       | )
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|Weighted average number of shares outstanding                                           |                                                                                                                                                                                                                                     |                                  |         |               |      |   |               |             |   |   |          |            
|                                                                                        | Basic                                                                                                                                                                                                                               |                                  |         | 263,670,839   |      |   |               | 252,439,876 |   |   |          | 244,933,275 |  
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|                                                                                        | Diluted                                                                                                                                                                                                                             |                                  |         | 304,985,247   |      |   |               | 252,439,876 |   |   |          | 244,933,275 |  
|                                                                                        |                                                                                                                                                                                                                                     |                                 
|                                                                                        |                                                                                                                                                                                                                                     |                                 





---



##### Table of Contents









NEXTEL PARTNERS, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS
EQUITY AND COMPREHENSIVE INCOME


For the Years Ended December 31, 2002, 2003 and 2004


(dollars in thousands)


|        |                                                           |                  |  |             |                  |  |   |           |   |  |               |             |  |         |   |         |              |  |   |            |   |  |        |         |   |  |   |     |  |  |   |          |  
|------- | --------------------------------------------------------- | ---------------- |  | ----------- | ---------------- |  | - | --------- | - |  | ------------- | ----------- |  | ------- | - | ------- | ------------ |  | - | ---------- | - |  | ------ | ------- | - |  | - | --- |  |  | - | -------- | -
|        |                                                           | Class A          |  |             | Class B          |  |   |           |   |  |               |             |  |        
|        |                                                           | Common Stock and |  |             | Common Stock and |  |   |           |   |  |               |             |  |        
|        |                                                           | Paid-In Capital  |  |             | Paid-In Capital  |  |   |           |   |  |               | Accumulated |  |         |  
|        |                                                           |                  |  |             |                  |  |   | Other     |   |  |              
|        |                                                           |                  |  |             | Accumulated      |  |   | Deferred  |   |  | Comprehensive |             |  |        
|        |                                                           | Shares           |  |             | Amount           |  |   | Shares    |   |  | Amount        |             |  | Deficit |   |         | Compensation |  |   | Income     |   |  | Totals |        
|        |                                                           |                  | 
|BALANCE |                                                           |                  |  |             |                  |  |   |           |   |  |               |             |  |         |   |         |              |  |   |            |   |  |        |         |   |  |   |     |  |  |   |         
|        | December 31, 2001 (As restated)                           |                  |  | 165,562,642 |                  |  | $ | 865,807   |   |  |               | 79,056,228  |  |         | $ | 163,312 |              |  | $ | (702,328   | ) |  | $      | (12,605 | ) |  |   |    |  |  | $ | 314,186  |  
|        | Series B redeemable preferred stock dividend              |                  |  |            |                  |  |   |          |   |  |               |            |  |         |   |        |              |  |   | (3,950     | ) |  |        |        |   |  |   |    |  |  |   | (3,950   | )
|        | Net loss (As restated)                                    |                  |  |            |                  |  |   |          |   |  |               |            |  |         |   |        |              |  |   | (286,638   | ) |  |        |        |   |  |   |    |  |  |   | (286,638 | )
|        | Issuance of stock options and restricted stock            |                  |  | 180,000     |                  |  |   | 4,710     |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        | (4,710  | ) |  |   |    |  |  |   |         |  
|        | Conversion of long-term debt to common stock, net         |                  |  | 4,064,538   |                  |  |   | 28,056    |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        |        |   |  |   |    |  |  |   | 28,056   |  
|        | Deferred compensationoptions forfeited                   |                  |  |            |                  |  |   | (3,400    | ) |  |               |            |  |         |   |        |              |  |   |           |   |  |        | 3,400   |   |  |   |    |  |  |   |         |  
|        | Vesting of deferred compensation                          |                  |  |            |                  |  |   |          |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        | 12,670  |   |  |   |    |  |  |   | 12,670   |  
|        | Stock options exercised                                   |                  |  | 420,987     |                  |  |   | 816       |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        |        |   |  |   |    |  |  |   | 816      |  
|        | Stock issued for employee stock purchase plan             |                  |  | 569,422     |                  |  |   | 1,767     |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        |        |   |  |   |    |  |  |   | 1,767    |  
|        |                                                           |                 
|BALANCE |                                                           |                  |  |             |                  |  |   |           |   |  |               |             |  |         |   |         |              |  |   |            |   |  |        |         |   |  |   |     |  |  |   |         
|        | December 31, 2002 (As restated)                           |                  |  | 170,797,589 |                  |  | $ | 897,756   |   |  |               | 79,056,228  |  |         | $ | 163,312 |              |  | $ | (992,916   | ) |  | $      | (1,245  | ) |  | $ |    |  |  | $ | 66,907   |  
|        | Series B redeemable preferred stock dividend              |                  |  |            |                  |  |   |          |   |  |               |            |  |         |   |        |              |  |   | (2,141     | ) |  |        |        |   |  |   |    |  |  |   | (2,141   | )
|        | Net loss (As restated)                                    |                  |  |            |                  |  |   |          |   |  |               |            |  |         |   |        |              |  |   | (209,495   | ) |  |        |        |   |  |   |    |  |  |   | (209,495 | )
|        | Issuance of stock options and restricted stock            |                  |  | 50,000      |                  |  |   | 1,688     |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        | (1,188  | ) |  |   |    |  |  |   | 500      |  
|        | Conversion of long-term debt to common stock, net         |                  |  | 1,076,000   |                  |  |   | 6,896     |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        |        |   |  |   |    |  |  |   | 6,896    |  
|        | Vesting of deferred compensation                          |                  |  |            |                  |  |   |          |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        | 1,092   |   |  |   |    |  |  |   | 1,092    |  
|        | Stock options exercised                                   |                  |  | 921,192     |                  |  |   | 3,512     |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        |        |   |  |   |    |  |  |   | 3,512    |  
|        | Stock issued for employee stock purchase plan             |                  |  | 341,653     |                  |  |   | 1,799     |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        |        |   |  |   |    |  |  |   | 1,799    |  
|        | Class A common stock issued, net of equity issuance costs |                  |  | 10,000,000  |                  |  |   | 103,725   |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        |        |   |  |   |    |  |  |   | 103,725  |  
|        |                                                           |                 
|BALANCE |                                                           |                  |  |             |                  |  |   |           |   |  |               |             |  |         |   |         |              |  |   |            |   |  |        |         |   |  |   |     |  |  |   |         
|        | December 31, 2003 (As restated)                           |                  |  | 183,186,434 |                  |  | $ | 1,015,376 |   |  |               | 79,056,228  |  |         | $ | 163,312 |              |  | $ | (1,204,552 | ) |  | $      | (1,341  | ) |  | $ |    |  |  | $ | (27,205  | )
|        | Net Income                                                |                  |  |            |                  |  |   |          |   |  |               |            |  |         |   |        |              |  |   | 53,746     |   |  |        |        |   |  |   |    |  |  |   | 53,746   |  
|        | Other comprehensive income, net of tax:                   |                  |  |             |                  |  |   |           |   |  |               |             |  |         |   |         |              |  |   |            |   |  |        |         |   |  |   |     |  |  |   |          |  
|        | Unrealized gain/loss on cash flow hedge                   |                  |  |            |                  |  |   |          |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        |        |   |  |   | 671 |  |  |   | 671      |  
|        |                                                           |                  |  |             |                  |  |   |           |   |  |               |             |  |         |   |         |              |  |   |            |   |  |        |        
|        | Comprehensive Income                                      |                  |  |             |                  |  |   |           |   |  |               |             |  |         |   |         |              |  |   |            |   |  |        |         |   |  |   |     |  |  |   | 54,417   |  
|        |                                                           |                  |  |             |                  |  |   |           |   |  |               |             |  |         |   |         |              |  |   |            |   |  |        |        
|        | Forfeitures of deferred compensation                      |                  |  |            |                  |  |   | (265      | ) |  |               |            |  |         |   |        |              |  |   |           |   |  |        | 265     |   |  |   |    |  |  |   |         |  
|        | Class A common stock acquired by Nextel WIP               |                  |  | (5,576,376  | )                |  |   | (9,385    | ) |  |               | 5,576,376   |  |         |   | 9,385   |              |  |   |           |   |  |        |        |   |  |   |    |  |  |   |         |  
|        | Vesting of deferred compensation                          |                  |  |            |                  |  |   |          |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        | 755     |   |  |   |    |  |  |   | 755      |  
|        | Modification of stock options                             |                  |  |            |                  |  |   | 119       |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        | (119    | ) |  |   |    |  |  |   |         |  
|        | Stock options exercised                                   |                  |  | 3,743,441   |                  |  |   | 20,816    |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        |        |   |  |   |    |  |  |   | 20,816   |  
|        | Stock issued for employee stock purchase plan             |                  |  | 203,606     |                  |  |   | 2,532     |   |  |               |            |  |         |   |        |              |  |   |           |   |  |        |        |   |  |   |    |  |  |   | 2,532    |  
|        |                                                           |                 
|BALANCE |                                                           |                  |  |             |                  |  |   |           |   |  |               |             |  |         |   |         |              |  |   |            |   |  |        |         |   |  |   |     |  |  |   |         
|        | December 31, 2004                                         |                  |  | 181,557,105 |                  |  | $ | 1,029,193 |   |  |               | 84,632,604  |  |         | $ | 172,697 |              |  | $ | (1,150,806 | ) |  | $      | (440    | ) |  | $ | 671 |  |  | $ | 51,315   |  
|        |                                                           |                 
|        |                                                           |                 





---



##### Table of Contents









NEXTEL PARTNERS, INC. AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF CASH FLOWS 
 (dollars in thousands)


|                                                     |                                                                                      |                                  |         |               |      |   |               |            |   |   |          |          |  
|---------------------------------------------------- | ------------------------------------------------------------------------------------ | -------------------------------- | ------- | ------------- | ---- | - | ------------- | ---------- | - | - | -------- | -------- | -
|                                                     |                                                                                      | For the Years Ended December 31, |        
|                                                     |                                                                                      |                                  |        
|                                                     |                                                                                      | 2004                             |         |               | 2003 |   |               | 2002       |  
|                                                     |                                                                                      |                                  |        
|                                                     |                                                                                      |                                  |         | (as restated) |      |   | (as restated) |           
|CASH FLOWS FROM OPERATING ACTIVITIES:                |                                                                                      |                                  |         |               |      |   |               |            |   |   |          |         
|                                                     | Net income (loss)                                                                    |                                  | $       | 53,746        |      |   | $             | (209,495   | ) |   | $        | (286,638 | )
|                                                     | Adjustments to reconcile net income (loss) to net cash from
    operating activities |                                  |         |               |      |   |               |            |   |   |          |          |  
|                                                     | Deferred income tax provision                                                        |                                  |         | 8,396         |      |   |               | 7,811      |   |   |          | 18,188   |  
|                                                     | Depreciation and amortization                                                        |                                  |         | 149,708       |      |   |               | 135,417    |   |   |          | 101,185  |  
|                                                     | Amortization of debt issuance costs                                                  |                                  |         | 3,888         |      |   |               | 5,173      |   |   |          | 4,466    |  
|                                                     | Interest accretion for senior discount notes                                         |                                  |         | 20            |      |   |               | 28,975     |   |   |          | 55,464   |  
|                                                     | Bond discount amortization                                                           |                                  |         | 980           |      |   |               | 1,252      |   |   |          | 1,079    |  
|                                                     | Loss (gain) on retirement of debt                                                    |                                  |         | 54,971        |      |   |               | 95,093     |   |   |          | (4,427   | )
|                                                     | Fair value adjustments of derivative instruments                                     |                                  |         | (4,018        | )    |   |               | (4,100     | ) |   |          | 2,326    |  
|                                                     | Stock based compensation                                                             |                                  |         | 755           |      |   |               | 1,092      |   |   |          | 12,670   |  
|                                                     | Other                                                                                |                                  |         | 279           |      |   |               | 3,416      |   |   |          | (188     | )
|                                                     | Changes in current assets and liabilities:                                           |                                  |         |               |      |   |               |            |   |   |          |          |  
|                                                     | Accounts receivable, net                                                             |                                  |         | (40,735       | )    |   |               | (19,760    | ) |   |          | (45,330  | )
|                                                     | Subscriber equipment inventory                                                       |                                  |         | (25,588       | )    |   |               | (7,594     | ) |   |          | (9,298   | )
|                                                     | Other current and long-term assets                                                   |                                  |         | (12,482       | )    |   |               | (3,894     | ) |   |          | (6,149   | )
|                                                     | Accounts payable, accrued expenses and other current liabilities                     |                                  |         | 14,954        |      |   |               | 52,853     |   |   |          | 31,939   |  
|                                                     | Operating advances due to (from) Nextel WIP                                          |                                  |         | (2,408        | )    |   |               | 915        |   |   |          | 8,244    |  
|                                                     |                                                                                      |                                 
|                                                     | Net cash from operating activities                                                   |                                  |         | 202,466       |      |   |               | 87,154     |   |   |          | (116,469 | )
|                                                     |                                                                                      |                                 
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                                                                      |                                  |         |               |      |   |               |            |   |   |          |         
|                                                     | Capital expenditures                                                                 |                                  |         | (156,843      | )    |   |               | (179,794   | ) |   |          | (274,911 | )
|                                                     | FCC licenses                                                                         |                                  |         | (3,873        | )    |   |               | (16,026    | ) |   |          | (52,156  | )
|                                                     | Proceeds (investments) from sale and maturities of
    short-term investments, net   |                                  |         | 29,096        |      |   |               | (18,684    | ) |   |          | 125,419  |  
|                                                     |                                                                                      |                                 
|                                                     | Net cash from investing activities                                                   |                                  |         | (131,620      | )    |   |               | (214,504   | ) |   |          | (201,648 | )
|                                                     |                                                                                      |                                 
|CASH FLOWS FROM FINANCING ACTIVITIES:                |                                                                                      |                                  |         |               |      |   |               |            |   |   |          |         
|                                                     | Proceeds from borrowings                                                             |                                  |         | 724,565       |      |   |               | 1,125,000  |   |   |          | 50,000   |  
|                                                     | Stock options exercised                                                              |                                  |         | 20,453        |      |   |               | 3,512      |   |   |          | 816      |  
|                                                     | Proceeds from stock issued for employee stock purchase plan                          |                                  |         | 2,532         |      |   |               | 1,799      |   |   |          | 1,767    |  
|                                                     | Proceeds from sale lease-back transactions                                           |                                  |         | 1,939         |      |   |               | 6,860      |   |   |          | 30,591   |  
|                                                     | Debt repayments                                                                      |                                  |         | (788,909      | )    |   |               | (1,034,930 | ) |   |          |         |  
|                                                     | Capital lease payments                                                               |                                  |         | (3,209        | )    |   |               | (2,617     | ) |   |          |         |  
|                                                     | Class A common stock issued                                                          |                                  |         |              |      |   |               | 104,500    |   |   |          |         |  
|                                                     | Debt and equity issuance costs                                                       |                                  |         | (3,353        | )    |   |               | (21,676    | ) |   |          | (1,894   | )
|                                                     |                                                                                      |                                 
|                                                     | Net cash from financing activities                                                   |                                  |         | (45,982       | )    |   |               | 182,448    |   |   |          | 81,280   |  
|                                                     |                                                                                      |                                 
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |                                                                                      |                                  | 24,864  |               |      |   | 55,098        |            |   |   | (236,837 | )       
|CASH AND CASH EQUIVALENTS, beginning of year         |                                                                                      |                                  | 122,620 |               |      |   | 67,522        |            |   |   | 304,359  |         
|                                                     |                                                                                      |                                 
|CASH AND CASH EQUIVALENTS, end of year               |                                                                                      | $                                | 147,484 |               |      | $ | 122,620       |            |   | $ | 67,522   |         
|                                                     |                                                                                      |                                 
|                                                     |                                                                                      |                                 
|SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS     |                                                                                      |                                  |         |               |      |   |               |            |   |   |          |         
|                                                     | Cash paid for income taxes                                                           |                                  | $       |              |      |   | $             |           |   |   | $        |         |  
|                                                     |                                                                                      |                                 
|                                                     |                                                                                      |                                 
|                                                     | Capitalized interest on accretion of senior discount notes                           |                                  | $       |              |      |   | $             | 379        |   |   | $        | 1,136    |  
|                                                     |                                                                                      |                                 
|                                                     |                                                                                      |                                 
|                                                     | Accretion of mandatorily redeemable preferred stock dividends                        |                                  | $       |              |      |   | $             | 2,141      |   |   | $        | 3,950    |  
|                                                     |                                                                                      |                                 
|                                                     |                                                                                      |                                 
|                                                     | Retirement of long-term debt with common stock                                       |                                  | $       |              |      |   | $             | 6,973      |   |   | $        | 28,078   |  
|                                                     |                                                                                      |                                 
|                                                     |                                                                                      |                                 
|                                                     | Capital lease acquisition                                                            |                                  | $       |              |      |   | $             |           |   |   | $        | 27,453   |  
|                                                     |                                                                                      |                                 
|                                                     |                                                                                      |                                 
|                                                     | Cash paid for interest, net of capitalized amount                                    |                                  | $       | 114,815       |      |   | $             | 103,485    |   |   | $        | 98,777   |  
|                                                     |                                                                                      |                                 
|                                                     |                                                                                      |                                 





---



##### Table of Contents









NEXTEL PARTNERS, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002


1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES


Description of Business






Concentration of Risk










Use of Estimates




Principles of Consolidation






---



##### Table of Contents









Net Income (Loss) per Share


Computation of
Earnings Per Share,




|                                                                                       |                                                     |                                           |             |               |      |   |               |          |   |   |             |          |  
|-------------------------------------------------------------------------------------- | --------------------------------------------------- | ----------------------------------------- | ----------- | ------------- | ---- | - | ------------- | -------- | - | - | ----------- | -------- | -
|                                                                                       |                                                     | Year Ended December 31,                   |            
|                                                                                       |                                                     |                                           |            
|                                                                                       |                                                     | 2004                                      |             |               | 2003 |   |               | 2002     |  
|                                                                                       |                                                     |                                           |            
|                                                                                       |                                                     |                                           |             | (as restated) |      |   | (as restated) |         
|                                                                                       |                                                     | (in thousands, except share and per share |            
|                                                                                       |                                                     | amounts)                                  |            
|Income (loss) attributable to common stockholders
    (numerator for basic)            |                                                     | $                                         | 53,746      |               |      | $ | (211,636      | )        |   | $ | (290,588    | )       
|                                                                                       | Effect of dilutive securities:                      |                                           |             |               |      |   |               |          |   |   |             |          |  
|                                                                                       | Convertible Senior Notes                            |                                           |             | 4,500         |      |   |               |         |   |   |             |         |  
|                                                                                       |                                                     |                                          
|Adjusted Income (loss) attributable to common stockholders
    (numerator for diluted) |                                                     | $                                         | 58,246      |               |      | $ | (211,636      | )        |   | $ | (290,588    | )       
|                                                                                       |                                                     |                                          
|                                                                                       |                                                     |                                          
|Gross weighted average common shares outstanding                                       |                                                     |                                           | 263,807,868 |               |      |   | 252,609,931   |          |   |   | 245,556,250 |         
|                                                                                       | Less: Weighted average shares subject to repurchase |                                           |             | (137,029      | )    |   |               | (170,055 | ) |   |             | (622,975 | )
|                                                                                       |                                                     |                                          
|Weighted average common shares outstanding basic
    (denominator for basic)          |                                                     |                                           | 263,670,839 |               |      |   | 252,439,876   |          |   |   | 244,933,275 |         
|                                                                                       | Effect of dilutive securities:                      |                                           |             |               |      |   |               |          |   |   |             |          |  
|                                                                                       | Convertible Senior Notes                            |                                           |             | 32,872,584    |      |   |               |         |   |   |             |         |  
|                                                                                       | Stock options                                       |                                           |             | 8,338,967     |      |   |               |         |   |   |             |         |  
|                                                                                       | Restricted stock (unvested)                         |                                           |             | 102,857       |      |   |               |         |   |   |             |         |  
|                                                                                       |                                                     |                                          
|Weighted average common shares outstanding diluted
    (denominator for diluted)      |                                                     |                                           | 304,985,247 |               |      |   | 252,439,876   |          |   |   | 244,933,275 |         
|                                                                                       |                                                     |                                          
|                                                                                       |                                                     |                                          
|Net income (loss) per share, basic                                                     |                                                     | $                                         | 0.20        |               |      | $ | (0.84         | )        |   | $ | (1.19       | )       
|                                                                                       |                                                     |                                          
|                                                                                       |                                                     |                                          
|Net income (loss) per share, diluted                                                   |                                                     | $                                         | 0.19        |               |      | $ | (0.84         | )        |   | $ | (1.19       | )       
|                                                                                       |                                                     |                                          
|                                                                                       |                                                     |                                          





---



##### Table of Contents









Cash and Cash Equivalents




Short-Term Investments






|                                  |  |                    |         |  |      |   |         | 
|--------------------------------- |  | ------------------ | ------- |  | ---- | - | ------- | 
|                                  |  | As of December 31, |        
|                                  |  |                    |        
|                                  |  | 2004               |         |  | 2003 |  
|                                  |  |                    |        
|                                  |  | (in thousands)     |        
|U.S. government agency securities |  | $                  | 87,241  |  |      | $ | 89,728  | 
|Other asset backed securities     |  |                    | 15,939  |  |      |   |        | 
|Commercial paper                  |  |                    | 9,213   |  |      |   | 53,947  | 
|U.S. Treasury securities          |  |                    | 3,001   |  |      |   | 2,516   | 
|Auction rate securities           |  |                    | 1,701   |  |      |   |        | 
|                                  |  |                   
|Total short-term investments      |  | $                  | 117,095 |  |      | $ | 146,191 | 
|                                  |  |                   
|                                  |  |                   





Accounts Receivable




Subscriber Equipment Inventory






---



##### Table of Contents









Property, Plant and Equipment




Accounting for the
Costs of Computer Software Developed or Obtained for Internal
Use.




Accounting
for the Impairment or Disposal of Long-Lived Assets.


Sale-Leaseback Transactions




Capitalized Interest


Capitalization of Interest Cost.


FCC Licenses






---



##### Table of Contents









Goodwill and Other Intangible Assets. Unit of
Accounting for Testing Impairment of Indefinite-Lived Intangible
Assets.




Interest Rate Risk Management




Accounting for Derivative Instruments and Hedging
Activities,


Derivatives that are non-cash flow hedging
instruments






---



##### Table of Contents















Cash Flow Hedging Instruments








Revenue Recognition






Accounting for Revenue Arrangements
with Multiple Deliverables.






---



##### Table of Contents













|                                                                         |  |                                         |           |               |      |   |               |      |  |   |          |  
|------------------------------------------------------------------------ |  | --------------------------------------- | --------- | ------------- | ---- | - | ------------- | ---- |  | - | -------- | -
|                                                                         |  | For the Year Ended December 31,         |          
|                                                                         |  |                                         |          
|                                                                         |  | 2004                                    |           |               | 2003 |   |               | 2002 | 
|                                                                         |  |                                         |          
|                                                                         |  |                                         |           | (as restated) |      |   | (as restated) |     
|                                                                         |  | (in thousands, except per share amount) |          
|Service revenues                                                         |  | $                                       | 1,287,604 |               |      | $ | 963,380       |      |  | $ | 649,366  |  
|                                                                         |  |                                        
|                                                                         |  |                                        
|Equipment revenues                                                       |  | $                                       | 56,817    |               |      | $ | 49,225        |      |  | $ | 36,287   |  
|                                                                         |  |                                        
|                                                                         |  |                                        
|Cost of equipment revenues                                               |  | $                                       | 119,842   |               |      | $ | 108,429       |      |  | $ | 102,095  |  
|                                                                         |  |                                        
|                                                                         |  |                                        
|Income (Loss) attributable to common stockholders                        |  | $                                       | 53,746    |               |      | $ | (211,636      | )    |  | $ | (290,588 | )
|                                                                         |  |                                        
|                                                                         |  |                                        
|Income (Loss) per share attributable to common stockholders,
    basic   |  | $                                       | 0.20      |               |      | $ | (0.84         | )    |  | $ | (1.19    | )
|                                                                         |  |                                        
|                                                                         |  |                                        
|Income (Loss) per share attributable to common stockholders,
    diluted |  | $                                       | 0.19      |               |      | $ | (0.84         | )    |  | $ | (1.19    | )
|                                                                         |  |                                        
|                                                                         |  |                                        

Advertising Costs




Debt Issuance Costs






1 2


Stock-Based Compensation


Accounting for Stock Based CompensationTransition
and Disclosure. Accounting for Stock-Based
Compensation,




---



##### Table of Contents









Accounting
for Stock Issued to Employees.




|                                                                                                                    |  |                                         |         |               |      |   |               |      |  |   |          |  
|------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- | ------- | ------------- | ---- | - | ------------- | ---- |  | - | -------- | -
|                                                                                                                    |  | For the Year Ended December 31,         |        
|                                                                                                                    |  |                                         |        
|                                                                                                                    |  | 2004                                    |         |               | 2003 |   |               | 2002 | 
|                                                                                                                    |  |                                         |        
|                                                                                                                    |  |                                         |         | (as restated) |      |   | (as restated) |     
|                                                                                                                    |  | (in thousands, except per share amount) |        
|Net income (loss), as reported                                                                                      |  | $                                       | 53,746  |               |      | $ | (211,636      | )    |  | $ | (290,588 | )
|Add: stock-based employee compensation expense (income) included
    in reported net income (loss)                  |  |                                         | 755     |               |      |   | 1,092         |      |  |   | 12,670   |  
|Deduct: total stock-based employee compensation expense
    determined under fair-value-based method for all awards |  |                                         | (24,523 | )             |      |   | (25,248       | )    |  |   | (35,855  | )
|                                                                                                                    |  |                                        
|As adjusted, net income (loss)                                                                                      |  | $                                       | 29,978  |               |      | $ | (235,792      | )    |  | $ | (313,773 | )
|                                                                                                                    |  |                                        
|                                                                                                                    |  |                                        
|Basic income (loss) per share attributable to common
    stockholders:                                              |  |                                         |         |               |      |   |               |      |  |   |          |  
|As reported                                                                                                         |  | $                                       | 0.20    |               |      | $ | (0.84         | )    |  | $ | (1.19    | )
|                                                                                                                    |  |                                        
|                                                                                                                    |  |                                        
|As adjusted                                                                                                         |  | $                                       | 0.11    |               |      | $ | (0.93         | )    |  | $ | (1.28    | )
|                                                                                                                    |  |                                        
|                                                                                                                    |  |                                        
|Diluted income (loss) per share attributable to common
    stockholders:                                            |  |                                         |         |               |      |   |               |      |  |   |          |  
|As reported                                                                                                         |  | $                                       | 0.19    |               |      | $ | (0.84         | )    |  | $ | (1.19    | )
|                                                                                                                    |  |                                        
|                                                                                                                    |  |                                        
|As adjusted                                                                                                         |  | $                                       | 0.11    |               |      | $ | (0.93         | )    |  | $ | (1.28    | )
|                                                                                                                    |  |                                        
|                                                                                                                    |  |                                        
|Weighted average fair value per share of options granted                                                            |  | $                                       | 8.37    |               |      | $ | 4.84          |      |  | $ | 4.48     |  
|                                                                                                                    |  |                                        
|                                                                                                                    |  |                                        



|                                |  |      |            |   |      |  |            |      |  |  |          |  
|------------------------------- |  | ---- | ---------- | - | ---- |  | ---------- | ---- |  |  | -------- | -
|                                |  | 2004 |            |   | 2003 |  |            | 2002 | 
|                                |  |      |           
|Expected stock price volatility |  |      | 50% - 70   | % |      |  | 74% - 85   | %    |  |  | 80       | %
|Risk-free interest rate         |  |      | 3.1% - 3.4 | % |      |  | 3.6% - 3.8 | %    |  |  | 3.8      | %
|Expected life in years          |  |      | 4-5  years |   |      |  | 6 years    |      |  |  | 6  years |  
|Expected dividend yield         |  |      | 0.00       | % |      |  | 0.00       | %    |  |  | 0.00     | %



Income Taxes


Accounting For Income Taxes,




---



##### Table of Contents









Segment Reporting




Reclassifications




Asset Retirement Obligations


Accounting for Asset Retirement Obligations,


Recently Issued Accounting Pronouncements


Consolidation of
Variable Interest Entities Consolidation of Variable
Interest Entities,


Inventory Costs, Inventory Pricing.


Share Based Payment, Accounting for Stock-Based
Compensation, Accounting for Stock Issued to Employees. Accounting for Stock Based
Compensation-Transition and Disclosure,


Exchange of Nonmonetary Assets, Accounting for Nonmonetary Transactions,




|   |                                                 
|-- | ------------------------------------------------
|2. | RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

Accounting for Leases




---



##### Table of Contents









Accounting for Operating
Leases with Scheduled Rent Increases.




|                                     |  |                                      |            |   |               |   |         |               |  |   |            |  
|------------------------------------ |  | ------------------------------------ | ---------- | - | ------------- | - | ------- | ------------- |  | - | ---------- | -
|                                     |  | For the Year Ended December 31, 2003 |           
|                                     |  |                                      |           
|                                     |  | (as reported)                        |            |   | (adjustments) |   |         | (as restated) | 
|                                     |  | (dollars in thousands)               |           
|Consolidated Balance Sheet           |  |                                      |            |   |               |   |         |               |  |   |            |  
|Other long-term liabilities          |  | $                                    | 18,255     |   |               | $ | 13,909  |               |  | $ | 32,164     |  
|Total long-term liabilities          |  |                                      | 1,717,181  |   |               |   | 13,909  |               |  |   | 1,731,090  |  
|Total liabilities                    |  |                                      | 1,902,606  |   |               |   | 13,909  |               |  |   | 1,916,515  |  
|Accumulated deficit                  |  |                                      | (1,190,643 | ) |               |   | (13,909 | )             |  |   | (1,204,552 | )
|Total stockholders equity (deficit) |  |                                      | (13,296    | ) |               |   | (13,909 | )             |  |   | (27,205    | )

|                                                                            |  |                                      |          |   |               |   |        |               |  |   |          |  
|--------------------------------------------------------------------------- |  | ------------------------------------ | -------- | - | ------------- | - | ------ | ------------- |  | - | -------- | -
|                                                                            |  | For the Year Ended December 31, 2003 |         
|                                                                            |  |                                      |         
|                                                                            |  | (as reported)                        |          |   | (adjustments) |   |        | (as restated) | 
|                                                                            |  | (dollars in thousands,               |         
|                                                                            |  | except per share amounts)            |         
|Consolidated Statement of Operations                                        |  |                                      |          |   |               |   |        |               |  |   |          |  
|Cost of service revenues                                                    |  | $                                    | 318,038  |   |               | $ | 4,437  |               |  | $ | 322,475  |  
|Total operating expenses                                                    |  |                                      | 971,715  |   |               |   | 4,437  |               |  |   | 976,152  |  
|Income (loss) from operations                                               |  |                                      | 47,329   |   |               |   | (4,437 | )             |  |   | 42,892   |  
|Income (loss) before deferred income tax provision                          |  |                                      | (197,247 | ) |               |   | (4,437 | )             |  |   | (201,684 | )
|Net income (loss)                                                           |  |                                      | (205,058 | ) |               |   | (4,437 | )             |  |   | (209,495 | )
|Net income (loss) attributable to common stockholders                       |  |                                      | (207,199 | ) |               |   | (4,437 | )             |  |   | (211,636 | )
|Basic net income (loss) per share attributable to common
    stockholders   |  | $                                    | (0.82    | ) |               | $ | (0.02  | )             |  | $ | (0.84    | )
|Diluted net income (loss) per share attributable to common
    stockholders |  | $                                    | (0.82    | ) |               | $ | (0.02  | )             |  | $ | (0.84    | )



---



##### Table of Contents









|                                                                            |  |                                      |          |   |               |   |        |               |  |   |          |  
|--------------------------------------------------------------------------- |  | ------------------------------------ | -------- | - | ------------- | - | ------ | ------------- |  | - | -------- | -
|                                                                            |  | For the Year Ended December 31, 2002 |         
|                                                                            |  |                                      |         
|                                                                            |  | (as reported)                        |          |   | (adjustments) |   |        | (as restated) | 
|                                                                            |  | (dollars in thousands,               |         
|                                                                            |  | except per share amounts)            |         
|Consolidated Statement of Operations                                        |  |                                      |          |   |               |   |        |               |  |   |          |  
|Cost of service revenues                                                    |  | $                                    | 267,266  |   |               | $ | 4,154  |               |  | $ | 271,420  |  
|Total operating expenses                                                    |  |                                      | 781,919  |   |               |   | 4,154  |               |  |   | 786,073  |  
|Income (loss) from operations                                               |  |                                      | (111,231 | ) |               |   | (4,154 | )             |  |   | (115,385 | )
|Income (loss) before deferred income tax provision                          |  |                                      | (264,296 | ) |               |   | (4,154 | )             |  |   | (268,450 | )
|Net income (loss)                                                           |  |                                      | (282,484 | ) |               |   | (4,154 | )             |  |   | (286,638 | )
|Net income (loss) attributable to common stockholders                       |  |                                      | (286,434 | ) |               |   | (4,154 | )             |  |   | (290,588 | )
|Basic net income (loss) per share attributable to common
    stockholders   |  | $                                    | (1.17    | ) |               | $ | (0.02  | )             |  | $ | (1.19    | )
|Diluted net income (loss) per share attributable to common
    stockholders |  | $                                    | (1.17    | ) |               | $ | (0.02  | )             |  | $ | (1.19    | )

3. CAPITAL LEASES




|                         |  |                |        |   |      |   |        |  
|------------------------ |  | -------------- | ------ | - | ---- | - | ------ | -
|                         |  | As of          |       
|                         |  | December 31,   |       
|                         |  |                |       
|                         |  | 2004           |        |   | 2003 |  
|                         |  |                |        |   |      |  
|                         |  | (in thousands) |       
|Equipment                |  | $              | 27,453 |   |      | $ | 27,453 |  
|Accumulated amortization |  |                | (8,866 | ) |      |   | (4,985 | )
|                         |  |               
|Net equipment            |  | $              | 18,587 |   |      | $ | 22,468 |  
|                         |  |               



4. PROPERTY AND EQUIPMENT


|                                               |  |                    |           |   |      |   |           |  
|---------------------------------------------- |  | ------------------ | --------- | - | ---- | - | --------- | -
|                                               |  | As of December 31, |          
|                                               |  |                    |          
|                                               |  | 2004               |           |   | 2003 |  
|                                               |  |                    |          
|                                               |  | (in thousands)     |          
|Equipment                                      |  | $                  | 1,358,969 |   |      | $ | 1,223,279 |  
|Furniture, fixtures and software               |  |                    | 125,299   |   |      |   | 105,544   |  
|Building and improvements                      |  |                    | 9,870     |   |      |   | 8,523     |  
|Lessaccumulated depreciation and amortization |  |                    | (503,967  | ) |      |   | (355,770  | )
|                                               |  |                   
|Subtotal                                       |  |                    | 990,171   |   |      |   | 981,576   |  
|Construction in progress                       |  |                    | 52,547    |   |      |   | 43,520    |  
|                                               |  |                   
|Total property and equipment                   |  | $                  | 1,042,718 |   |      | $ | 1,025,096 |  
|                                               |  |                   



---



##### Table of Contents













|   |                                               
|-- | ----------------------------------------------
|5. | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

|                                                     |  |                    |         |  |      |   |        | 
|---------------------------------------------------- |  | ------------------ | ------- |  | ---- | - | ------ | 
|                                                     |  | As of December 31, |        
|                                                     |  |                    |        
|                                                     |  | 2004               |         |  | 2003 |  
|                                                     |  |                    |        
|                                                     |  | (in thousands)     |        
|Accrued payroll and related                          |  | $                  | 37,303  |  |      | $ | 35,224 | 
|Accrued interest                                     |  |                    | 26,051  |  |      |   | 35,815 | 
|Inventory in transit                                 |  |                    | 17,461  |  |      |   | 1,355  | 
|Customer deposits                                    |  |                    | 14,160  |  |      |   | 8,798  | 
|Other accrued expenses                               |  |                    | 10,663  |  |      |   | 6,766  | 
|Current portion of long-term debt and capital leases |  |                    | 3,500   |  |      |   | 3,208  | 
|Accrued advertising                                  |  |                    | 3,184   |  |      |   | 3,566  | 
|Accrued network and interconnect                     |  |                    | 3,125   |  |      |   | 4,146  | 
|                                                     |  |                   
|Total accrued expenses and other current liabilities |  | $                  | 115,447 |  |      | $ | 98,878 | 
|                                                     |  |                   



|   |                                      
|-- | -------------------------------------
|6. | NON-CURRENT PORTION OF LONG-TERM DEBT

|                                                                                                                                                                                                  |  |                    |           |  |      |   |           | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --------- |  | ---- | - | --------- | 
|                                                                                                                                                                                                  |  | As of December 31, |          
|                                                                                                                                                                                                  |  |                    |          
|                                                                                                                                                                                                  |  | 2004               |           |  | 2003 |  
|                                                                                                                                                                                                  |  |                    |          
|                                                                                                                                                                                                  |  | (in thousands)     |          
|Bank Credit Facilitytranche C loan and term B and C
    loans, respectively; interest, at our option, calculated on
    Administrative Agents alternate base rate or reserve
    adjusted LIBOR |  | $                  | 700,000   |  |      | $ | 375,000   | 
|81/8% Senior
    Notes due 2011, net of $0.4 million and $0 discount,
    respectively, interest payable semi-annually in cash and in
    arrears                                                 |  |                    | 474,593   |  |      |   | 450,000   | 
|11/2% Convertible
    Senior Notes due 2008, interest payable semi-annually in cash
    and in arrears                                                                                            |  |                    | 300,000   |  |      |   | 300,000   | 
|121/2% Senior
    Discount Notes due 2009, net discount of $7.0 million and
    $7.9 million, respectively                                                                                        |  |                    | 139,296   |  |      |   | 138,344   | 
|11% Senior Notes due 2010, interest payable semi-annually
    in cash and in arrears                                                                                                              |  |                    | 1,157     |  |      |   | 367,450   | 
|14% Senior Discount Notes due 2009                                                                                                                                                                |  |                    |          |  |      |   | 1,773     | 
|Capital leases                                                                                                                                                                                    |  |                    | 17,472    |  |      |   | 20,972    | 
|                                                                                                                                                                                                  |  |                    |           |  |      |  
|Total non-current portion of long-term debt                                                                                                                                                       |  | $                  | 1,632,518 |  |      | $ | 1,653,539 | 
|                                                                                                                                                                                                  |  |                    |           |  |      |  

121/2% Senior
Discount Notes Due 2009


1 2 1 2 1 2 1 2




---



##### Table of Contents











1 2 1 2


1 2


1 2


14% Senior Discount Notes Due 2009






11% Senior Notes Due 2010








---



##### Table of Contents











1 8








11/2% Convertible
Senior Notes Due 2008


1 2 1 2 1 2 1 2 1 2


1 2 1 2 1 2 1 2 1 2


1 2 1 2




---



##### Table of Contents











81/8% Senior
Notes Due 2011


1 8 1 8 1 8


1 8 1 8 1 8


1 8 1 8




| |                     
| | --------------------
| | Bank Credit Facility









---



##### Table of Contents











| |                                           
| | ------------------------------------------
| | Mandatorily Redeemable Preferred
    Stock

Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity.






|                                                                                         |  |                    |        |               |      |   |          |  
|---------------------------------------------------------------------------------------- |  | ------------------ | ------ | ------------- | ---- | - | -------- | -
|                                                                                         |  | For the Year Ended |       
|                                                                                         |  | December 31,       |       
|                                                                                         |  |                    |       
|                                                                                         |  | 2004               |        |               | 2003 |  
|                                                                                         |  |                    |       
|                                                                                         |  |                    |        | (as restated) |     
|                                                                                         |  | (in thousands)     |       
|Net income (loss), as reported                                                           |  | $                  | 53,746 |               |      | $ | (209,495 | )
|Less: mandatorily redeemable preferred stock dividend classified
    as interest expense |  |                    |       |               |      |   | (2,141   | )
|                                                                                         |  |                   
|Net income (loss), adjusted for SFAS No. 150                                             |  | $                  | 53,746 |               |      | $ | (211,636 | )
|                                                                                         |  |                   
|                                                                                         |  |                   



| |                                                           
| | ----------------------------------------------------------
| | Future Maturities of Long-Term
    Debt and Capital Leases



|                                             |  |                   |           |  |         |   |         |       |  |   |           | 
|-------------------------------------------- |  | ----------------- | --------- |  | ------- | - | ------- | ----- |  | - | --------- | 
|                                             |  | Annual Maturities |          
|                                             |  |                   |          
|                                             |  | Long-Term         |           |  | Capital |   |         |      
|                                             |  | Debt              |           |  | Leases  |   |         | Total | 
|                                             |  |                   |          
|                                             |  | (in thousands)    |          
|2005                                         |  | $                 |          |  |         | $ | 5,227   |       |  | $ | 5,227     | 
|2006                                         |  |                   |          |  |         |   | 5,227   |       |  |   | 5,227     | 
|2007                                         |  |                   | 5,250     |  |         |   | 5,227   |       |  |   | 10,477    | 
|2008                                         |  |                   | 307,000   |  |         |   | 5,227   |       |  |   | 312,227   | 
|2009                                         |  |                   | 153,250   |  |         |   | 5,227   |       |  |   | 158,477   | 
|Thereafter                                   |  |                   | 1,156,907 |  |         |   |        |       |  |   | 1,156,907 | 
|                                             |  |                  
|                                             |  |                   | 1,622,407 |  |         |   | 26,135  |       |  |   | 1,648,542 | 
|Lessunamortized discount and interest(1)    |  |                   | (7,361)   |  |         |   | (5,163) |       |  |   | (12,524)  | 
|                                             |  |                  
|                                             |  |                   | 1,615,046 |  |         |   | 20,972  |       |  |   | 1,636,018 | 
|Current portion of capital lease obligation  |  |                   |          |  |         |   | (3,500) |       |  |   | (3,500)   | 
|                                             |  |                  
|Long-term debt and capital lease obligations |  | $                 | 1,615,046 |  |         | $ | 17,472  |       |  | $ | 1,632,518 | 
|                                             |  |                  
|                                             |  |                  




|    |                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------
|(1) | Interest calculated for the capital leases is based on the
    implicit rate in the lease agreement.



---



##### Table of Contents











|   |                                    
|-- | -----------------------------------
|7. | FAIR VALUE OF FINANCIAL INSTRUMENTS

Disclosures about Fair Value of Financial
Instruments. 1 2 1 2 1 8


|                                             |  |                    |       |  |            |   |       |          |  |   |            |  |  |   |       | 
|-------------------------------------------- |  | ------------------ | ----- |  | ---------- | - | ----- | -------- |  | - | ---------- |  |  | - | ----- | 
|                                             |  | As of December 31, |      
|                                             |  |                    |      
|                                             |  | 2004               |       |  | 2003       |  
|                                             |  |                    |       |  |            |  
|                                             |  | Carrying           |       |  | Estimated  |   |       | Carrying |  |   | Estimated  | 
|                                             |  | Amount             |       |  | Fair Value |   |       | Amount   |  |   | Fair Value | 
|                                             |  |                    |      
|                                             |  | (in millions)      |      
|Long-term debt:                              |  |                    |       |  |            |   |       |          |  |   |            |  |  |   |       | 
|14% senior discount notes due 2009           |  |                    | N/A   |  |            |   | N/A   |          |  | $ | 1.8        |  |  | $ | 1.9   | 
|11% senior notes due 2010                    |  | $                  | 1.2   |  |            | $ | 1.2   |          |  | $ | 367.5      |  |  | $ | 406.0 | 
|121/2% senior
    notes due 2009             |  | $                  | 139.3 |  |            | $ | 158.1 |          |  | $ | 138.3      |  |  | $ | 159.8 | 
|11/2% convertible
    senior notes due 2008  |  | $                  | 300.0 |  |            | $ | 656.9 |          |  | $ | 300.0      |  |  | $ | 488.1 | 
|81/8% senior
    notes due 2011              |  | $                  | 474.6 |  |            | $ | 530.4 |          |  | $ | 450.0      |  |  | $ | 477.0 | 
|Tranche B loan                               |  |                    | N/A   |  |            |   | N/A   |          |  | $ | 375.0      |  |  | $ | 375.0 | 
|Tranche C loan                               |  | $                  | 700.0 |  |            | $ | 700.0 |          |  |   | N/A        |  |  |   | N/A   | 
|Interest rate swap liabilitycredit facility |  |                    | N/A   |  |            |   | N/A   |          |  | $ | 1.3        |  |  | $ | 1.3   | 
|Interest rate swap liabilitycredit facility |  | $                  | 1.1   |  |            | $ | 1.1   |          |  | $ | 3.9        |  |  | $ | 3.9   | 
|Interest rate swap assetcredit facility     |  | $                  | 0.6   |  |            | $ | 0.6   |          |  |   | N/A        |  |  |   | N/A   | 



---



##### Table of Contents











|   |             
|-- | ------------
|8. | INCOME TAXES



|                                   |                               |                    |          |               |      |   |          |          |  
|---------------------------------- | ----------------------------- | ------------------ | -------- | ------------- | ---- | - | -------- | -------- | -
|                                   |                               | As of December 31, |         
|                                   |                               |                    |         
|                                   |                               | 2004               |          |               | 2003 |  
|                                   |                               |                    |         
|                                   |                               |                    |          | (as restated) |     
|                                   |                               | (in thousands)     |         
|Deferred tax assets:               |                               |                    |          |               |      |   |          |         
|                                   | Operating loss carryforwards  |                    | $        | 584,410       |      |   | $        | 561,087  |  
|                                   | Interest                      |                    |          | 681           |      |   |          | 5,434    |  
|                                   | Deferred compensation         |                    |          | 4,035         |      |   |          | 9,681    |  
|                                   | Reserves and allowances       |                    |          | 11,746        |      |   |          | 9,623    |  
|                                   | Other accrued expenses        |                    |          | 11,501        |      |   |          | 9,828    |  
|                                   | Other                         |                    |          | 3,554         |      |   |          | 2,394    |  
|                                   |                               |                   
|Total deferred tax assets          |                               |                    | 615,927  |               |      |   | 598,047  |         
|                                   | Valuation allowance           |                    |          | (421,129      | )    |   |          | (444,702 | )
|                                   |                               |                   
|                                   |                               |                    | 194,798  |               |      |   | 153,345  |         
|                                   |                               |                   
|Deferred tax liabilities:          |                               |                    |          |               |      |   |          |         
|                                   | Property, plant and equipment |                    |          | (194,798      | )    |   |          | (153,345 | )
|                                   | FCC licenses                  |                    |          | (53,964       | )    |   |          | (45,387  | )
|                                   |                               |                   
|                                   |                               |                    | (248,762 | )             |      |   | (198,732 | )       
|                                   |                               |                   
|Net deferred tax asset (liability) |                               | $                  | (53,964  | )             |      | $ | (45,387  | )       
|                                   |                               |                   
|                                   |                               |                   











---



##### Table of Contents













|   |                              
|-- | -----------------------------
|9. | COMMITMENTS AND CONTINGENCIES



| |                                
| | -------------------------------
| | Operating Lease
    Commitments





|           |  |            |         | 
|---------- |  | ---------- | ------- | 
|           |  | (in        |        
|           |  | thousands) |        
|2005       |  | $          | 88,057  | 
|2006       |  |            | 67,475  | 
|2007       |  |            | 52,996  | 
|2008       |  |            | 40,991  | 
|2009       |  |            | 29,408  | 
|Thereafter |  |            | 44,665  | 
|           |  |            |        
|           |  | $          | 323,592 | 
|           |  |            |        





| |                   
| | ------------------
| | Regulatory Matters









| |                  
| | -----------------
| | Legal Proceedings

et al




---



##### Table of Contents











et al


et al et al et al et al et al et al




---



##### Table of Contents











et al et al et al




10. CAPITAL STOCK, STOCK RIGHTS AND REDEEMABLE STOCK






Common Stock




Class A Common Stock.


Class B Common Stock.




---



##### Table of Contents









Ranking.


Series B Preferred Stock.


Common Stock Reserved for Issuance




|                                                                 |  |           
|---------------------------------------------------------------- |  | ----------
|Employee options outstanding                                     |  | 19,414,035
|Employee options available for grant                             |  | 9,638,324 
|Employee stock purchase plan available for issuance              |  | 1,617,286 
|Shares upon conversion of
    11/2% convertible
    senior notes |  | 32,872,584
|                                                                 |  |           
|Total                                                            |  | 63,542,229
|                                                                 |  |           

11. STOCK AND EMPLOYEE BENEFIT PLANS


Restricted Stock










Nonqualified Stock Option Plan






---



##### Table of Contents











|                              |                                |                   |            |            |              |   |      |                  |  |   |   |   |       |       |  |   |      |       |  |  | 
|----------------------------- | ------------------------------ | ----------------- | ---------- | ---------- | ------------ | - | ---- | ---------------- |  | - | - | - | ----- | ----- |  | - | ---- | ----- |  |  | 
|                              |                                | Number of Options |            |            | Option Price |   |      | Weighted Average |  |   |  
|                              |                                | Outstanding       |            |            | Range        |   |      | Exercise Price   |  |   |  
|                             
|Outstanding December 31, 2001 |                                |                   | 11,589,750 |            |              | $ | 1.67 |                  |  | - |   | $ | 29.06 |       |  | $ | 8.05 |       |  | 
|                              | Granted                        |                   |            | 6,671,885  |              |   | $    | 2.38             |  |   | - |   | $     | 8.00  |  |   | $    | 6.35  |  |  | 
|                              | Exercised                      |                   |            | (420,987   | )            |   | $    | 1.67             |  |   | - |   | $     | 5.35  |  |   | $    | 1.94  |  |  | 
|                              | Forfeitures                    |                   |            | (1,351,477 | )            |   | $    | 1.85             |  |   | - |   | $     | 29.00 |  |   | $    | 8.91  |  |  | 
|                              |                                |                   |            |            |              |   |      |                  |  |   |   |   |       |       |  |  
|Outstanding December 31, 2002 |                                |                   | 16,489,171 |            |              | $ | 1.67 |                  |  | - |   | $ | 29.06 |       |  | $ | 7.43 |       |  | 
|                              | Granted                        |                   |            | 4,300,650  |              |   | $    | 4.74             |  |   | - |   | $     | 9.22  |  |   | $    | 6.83  |  |  | 
|                              | Exercised                      |                   |            | (921,192   | )            |   | $    | 1.67             |  |   | - |   | $     | 11.31 |  |   | $    | 4.01  |  |  | 
|                              | Forfeitures                    |                   |            | (1,708,067 | )            |   | $    | 1.85             |  |   | - |   | $     | 23.88 |  |   | $    | 7.88  |  |  | 
|                              |                                |                   |            |            |              |   |      |                  |  |   |   |   |       |       |  |  
|Outstanding December 31, 2003 |                                |                   | 18,160,562 |            |              | $ | 1.67 |                  |  | - |   | $ | 29.06 |       |  | $ | 7.33 |       |  | 
|                              | Granted                        |                   |            | 7,125,460  |              |   | $    | 12.43            |  |   | - |   | $     | 17.57 |  |   | $    | 13.97 |  |  | 
|                              | Exercised                      |                   |            | (3,743,441 | )            |   | $    | 1.67             |  |   | - |   | $     | 16.81 |  |   | $    | 5.78  |  |  | 
|                              | Forfeitures                    |                   |            | (2,128,546 | )            |   | $    | 1.85             |  |   | - |   | $     | 29.06 |  |   | $    | 10.35 |  |  | 
|                              |                                |                   |            |            |              |   |      |                  |  |   |   |   |       |       |  |  
|Outstanding December 31, 2004 |                                |                   | 19,414,035 |            |              | $ | 1.67 |                  |  | - |   | $ | 29.06 |       |  | $ | 9.73 |       |  | 
|                              |                                |                   |            |            |              |   |      |                  |  |   |   |   |       |       |  |  
|                              | Exercisable, December 31, 2002 |                   |            | 6,658,516  |              |   | $    | 1.67             |  |   | - |   | $     | 29.06 |  |   | $    | 7.49  |  |  | 
|                              |                                |                   |            |            |              |   |      |                  |  |   |   |   |       |       |  |  
|                              | Exercisable, December 31, 2003 |                   |            | 8,797,768  |              |   | $    | 1.67             |  |   | - |   | $     | 29.06 |  |   | $    | 8.29  |  |  | 
|                              |                                |                   |            |            |              |   |      |                  |  |   |   |   |       |       |  |  
|                              | Exercisable, December 31, 2004 |                   |            | 9,197,638  |              |   | $    | 1.67             |  |   | - |   | $     | 29.06 |  |   | $    | 9.43  |  |  | 
|                              |                                |                   |            |            |              |   |      |                  |  |   |   |   |       |       |  |  



|                    |       |  |                     |          |         |           |          |         |          |  |            |             |         |  |          |  |  |   |       |  |  |  |           |  |  |   |       |  |  | 
|------------------- | ----- |  | ------------------- | -------- | ------- | --------- | -------- | ------- | -------- |  | ---------- | ----------- | ------- |  | -------- |  |  | - | ----- |  |  |  | --------- |  |  | - | ----- |  |  | 
|Options Outstanding |       |  | Options Exercisable |          |         |          
|                   
|                    |       |  |                     | Weighted |         |           | Weighted |         |          |  |            | Weighted    |         |  |         
|Range of            |       |  |                     |          | Average |           |          | Average |          |  |            |             | Average |  |          | 
|Exercise            |       |  | Number              |          |         | Remaining |          |         | Exercise |  |            | Number      |         |  | Exercise |  |  |  
|Prices              |       |  | Outstanding         |          |         | Life      |          |         | Price    |  |            | Exercisable |         |  | Price    |  |  |  
|                   
|$                   | 1.67  |  |                     | -        |         | $         | 3.83     |         |          |  | 3,151,158  |             |         |  | 6.0      |  |  | $ | 2.66  |  |  |  | 2,259,508 |  |  | $ | 2.23  |  |  | 
|$                   | 3.85  |  |                     | -        |         | $         | 5.95     |         |          |  | 2,086,303  |             |         |  | 6.9      |  |  | $ | 5.32  |  |  |  | 1,398,025 |  |  | $ | 5.34  |  |  | 
|$                   | 6.27  |  |                     | -        |         | $         | 6.67     |         |          |  | 2,641,115  |             |         |  | 8.0      |  |  | $ | 6.67  |  |  |  | 475,002   |  |  | $ | 6.67  |  |  | 
|$                   | 8.00  |  |                     | -        |         | $         | 13.40    |         |          |  | 2,916,957  |             |         |  | 7.2      |  |  | $ | 8.19  |  |  |  | 1,204,587 |  |  | $ | 8.20  |  |  | 
|$                   | 13.86 |  |                     | -        |         | $         | 14.08    |         |          |  | 5,795,785  |             |         |  | 9.1      |  |  | $ | 13.86 |  |  |  | 1,426,799 |  |  | $ | 13.86 |  |  | 
|$                   | 14.13 |  |                     | -        |         | $         | 29.06    |         |          |  | 2,822,717  |             |         |  | 6.5      |  |  | $ | 16.86 |  |  |  | 2,433,717 |  |  | $ | 17.02 |  |  | 
|                    |       |  |                     |          |         |           |          |         |          |  |            |             |         |  |          |  |  |   |       |  |  |  |          
|$                   | 1.67  |  |                     | -        |         | $         | 29.06    |         |          |  | 19,414,035 |             |         |  | 7.5      |  |  | $ | 9.73  |  |  |  | 9,197,638 |  |  | $ | 9.43  |  |  | 
|                    |       |  |                     |          |         |           |          |         |          |  |            |             |         |  |          |  |  |   |       |  |  |  |          

Employee Stock Purchase Plan






---



##### Table of Contents









Employee Benefit Plan




12. RELATED PARTY TRANSACTIONS


Nextel Operating Agreements












Business Relationship






---



##### Table of Contents











13. QUARTERLY FINANCIAL DATA (Unaudited)




|                                                  |  |               |         |  |         |   |         |         |  |   |         |  |  |   |         | 
|------------------------------------------------- |  | ------------- | ------- |  | ------- | - | ------- | ------- |  | - | ------- |  |  | - | ------- | 
|                                                  |  | First         |         |  | Second  |   |         | Third   |  |   | Fourth  | 
|2004                                              |  | Quarter       |         |  | Quarter |   |         | Quarter |  |   | Quarter | 
|                                                  | 
|                                                  |  | (as restated) |        
|Total revenues                                    |  | $             | 306,131 |  |         | $ | 332,399 |         |  | $ | 357,542 |  |  | $ | 372,355 | 
|Operating expenses                                |  | $             | 269,976 |  |         | $ | 281,124 |         |  | $ | 292,415 |  |  | $ | 304,190 | 
|Income (loss) attributable to common stockholders |  | $             | 3,523   |  |         | $ | (20,498 | )       |  | $ | 34,409  |  |  | $ | 36,312  | 
|Income (loss) per share:                          |  |               |         |  |         |   |         |         |  |   |         |  |  |   |         | 
|Basic                                             |  | $             | 0.01    |  |         | $ | (0.08   | )       |  | $ | 0.13    |  |  | $ | 0.14    | 
|Diluted                                           |  | $             | 0.01    |  |         | $ | (0.08   | )       |  | $ | 0.12    |  |  | $ | 0.12    | 

|                                                  |  |               |         |  |         |   |         |         |  |   |         |  |  |   |         | 
|------------------------------------------------- |  | ------------- | ------- |  | ------- | - | ------- | ------- |  | - | ------- |  |  | - | ------- | 
|                                                  |  | First         |         |  | Second  |   |         | Third   |  |   | Fourth  | 
|2004                                              |  | Quarter       |         |  | Quarter |   |         | Quarter |  |   | Quarter | 
|                                                  | 
|                                                  |  | (as reported) |        
|Total revenues                                    |  | $             | 306,131 |  |         | $ | 332,399 |         |  | $ | 357,542 |  |  | $ | 372,355 | 
|Operating expenses                                |  | $             | 268,845 |  |         | $ | 280,011 |         |  | $ | 291,303 |  |  | $ | 303,059 | 
|Income (loss) attributable to common stockholders |  | $             | 4,654   |  |         | $ | (19,385 | )       |  | $ | 35,521  |  |  | $ | 37,443  | 
|Income (loss) per share:                          |  |               |         |  |         |   |         |         |  |   |         |  |  |   |         | 
|Basic                                             |  | $             | 0.02    |  |         | $ | (0.07   | )       |  | $ | 0.13    |  |  | $ | 0.14    | 
|Diluted                                           |  | $             | 0.02    |  |         | $ | (0.07   | )       |  | $ | 0.12    |  |  | $ | 0.13    | 

|                                                  |  |               |         |   |         |   |          |         |  |   |         |   |  |   |         |  
|------------------------------------------------- |  | ------------- | ------- | - | ------- | - | -------- | ------- |  | - | ------- | - |  | - | ------- | -
|                                                  |  | First         |         |   | Second  |   |          | Third   |  |   | Fourth  |  
|2003                                              |  | Quarter       |         |   | Quarter |   |          | Quarter |  |   | Quarter |  
|                                                  | 
|                                                  |  | (as restated) |        
|Total revenues                                    |  | $             | 207,809 |   |         | $ | 234,269  |         |  | $ | 280,914 |   |  | $ | 296,052 |  
|Operating expenses                                |  | $             | 215,714 |   |         | $ | 234,297  |         |  | $ | 260,079 |   |  | $ | 266,062 |  
|Income (loss) attributable to common stockholders |  | $             | (51,365 | ) |         | $ | (111,041 | )       |  | $ | (23,130 | ) |  | $ | (26,100 | )
|Income (loss) per share:                          |  |               |         |   |         |   |          |         |  |   |         |   |  |   |         |  
|Basic                                             |  | $             | (0.21   | ) |         | $ | (0.44    | )       |  | $ | (0.09   | ) |  | $ | (0.10   | )
|Diluted                                           |  | $             | (0.21   | ) |         | $ | (0.44    | )       |  | $ | (0.09   | ) |  | $ | (0.10   | )

|                                                  |  |               |         |   |         |   |          |         |  |   |         |   |  |   |         |  
|------------------------------------------------- |  | ------------- | ------- | - | ------- | - | -------- | ------- |  | - | ------- | - |  | - | ------- | -
|                                                  |  | First         |         |   | Second  |   |          | Third   |  |   | Fourth  |  
|2003                                              |  | Quarter       |         |   | Quarter |   |          | Quarter |  |   | Quarter |  
|                                                  | 
|                                                  |  | (as reported) |        
|Total revenues                                    |  | $             | 207,809 |   |         | $ | 234,269  |         |  | $ | 280,914 |   |  | $ | 296,052 |  
|Operating expenses                                |  | $             | 214,587 |   |         | $ | 233,265  |         |  | $ | 258,928 |   |  | $ | 264,935 |  
|Income (loss) attributable to common stockholders |  | $             | (50,238 | ) |         | $ | (110,009 | )       |  | $ | (21,979 | ) |  | $ | (24,973 | )
|Income (loss) per share:                          |  |               |         |   |         |   |          |         |  |   |         |   |  |   |         |  
|Basic                                             |  | $             | (0.20   | ) |         | $ | (0.44    | )       |  | $ | (0.09   | ) |  | $ | (0.10   | )
|Diluted                                           |  | $             | (0.20   | ) |         | $ | (0.44    | )       |  | $ | (0.09   | ) |  | $ | (0.10   | )



---



##### Table of Contents









14. VALUATION AND QUALIFYING ACCOUNTS


|                                                             |  |                |        |  |           |   |        |        |            |   |        |  |  |   |        | 
|------------------------------------------------------------ |  | -------------- | ------ |  | --------- | - | ------ | ------ | ---------- | - | ------ |  |  | - | ------ | 
|                                                             |  | Balance at     |        |  |           |   |        |        | Balance at |  
|                                                             |  | Beginning      |        |  | Costs and |   |        | Write- |            |   | End of | 
|                                                             |  | of Period      |        |  | Expenses  |   |        | Offs   |            |   | Period | 
|                                                             |  |                |       
|                                                             |  | (in thousands) |       
|Year Ended December 31, 2002 Allowance for doubtful accounts |  | $              | 4,068  |  |           | $ | 33,215 |        |            | $ | 27,086 |  |  | $ | 10,197 | 
|Year Ended December 31, 2003 Allowance for doubtful accounts |  | $              | 10,197 |  |           | $ | 37,370 |        |            | $ | 32,694 |  |  | $ | 14,873 | 
|Year Ended December 31, 2004 Allowance for doubtful accounts |  | $              | 14,873 |  |           | $ | 13,067 |        |            | $ | 12,066 |  |  | $ | 15,874 | 

|    |                                              
|--- | ---------------------------------------------
|15. | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

|                                        |  |                |     | 
|--------------------------------------- |  | -------------- | --- | 
|                                        |  | (in thousands) |    
|Balance as of December 31, 2003         |  |                |    | 
|Unrealized gain/loss on cash flow hedge |  | $              | 671 | 
|Tax effect                              |  |                |    | 
|                                        |  |                |    
|Balance as of December 31, 2004         |  | $              | 671 | 
|                                        |  |                |    



|    |                    
|--- | -------------------
|16. | RECENT DEVELOPMENTS





---



##### Table of Contents









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
























---



##### Table of Contents









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
INTERNAL CONTROL OVER FINANCIAL REPORTING



























---



##### Table of Contents














|        |                                                                                         
|------- | ----------------------------------------------------------------------------------------
|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
    AND FINANCIAL DISCLOSURE






ITEM 9A. CONTROLS AND PROCEDURES


Effectiveness of Disclosure Controls and Procedures




Managements Report on Internal Control over
Financial Reporting









ITEM 9B. OTHER INFORMATION.


Adoption of Nonqualified Deferred Compensation Plan










---



##### Table of Contents













|  |                                                                                                                                                                                                                                                                         
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Retirement (age 55 with 10 years of service or
    age 65) lump sum or up to 10 annual installments                                                                                                                                                                    
| 
| | Termination or Death lump sum or up to five annual
    installments                                                                                                                                                                                                    
| 
| | In-Service lump sum upon specified date no earlier than
    three years following January 1 of the year the deferral
    election was made; re-deferral election allowed                                                                                               
| 
| | Hardship withdrawal IRS 401(k) safe harbor criteria is
    applied                                                                                                                                                                                                     
| 
| | Account balances less than $25,000 distributed in lump sum                                                                                                                                                                                                              
| 
| | If no payout election specified, default is lump sum                                                                                                                                                                                                                    
| 
| | Can change distribution payout election if done 12 months
    in advance of payout event (except for death); re-deferral
    election must be effective for at least five years, unless
    preceded by termination or death; no acceleration of benefits is
    allowed







Disclosure Regarding Executive Compensation




|             |  |             |         |                         |  |  |      | 
|------------ |  | ----------- | ------- | ----------------------- |  |  | ---- | 
|             |  |             |         | 2005 Bonus             
|Officer      |  | 2005 Salary |         | (As a % of 2005 Salary)
|             |  |             |         |                        
|John Chapple |  | $           | 600,000 |                         |  |  | 100% | 
|Barry Rowan  |  | $           | 310,000 |                         |  |  | 100% | 
|Dave Aas     |  | $           | 290,000 |                         |  |  | 75%  | 
|Don Manning  |  | $           | 255,000 |                         |  |  | 75%  | 
|Mark Fanning |  | $           | 250,000 |                         |  |  | 75%  | 



---



##### Table of Contents













| |                                                                           
| | --------------------------------------------------------------------------
| | 33% of bonus payable upon achievement of net customer additions
    target
| | 33% of bonus payable upon achievement of revenue target                   
| | 34% of bonus payable upon achievement of operating cash flow
    target   

|                          |  |                      |      | 
|------------------------- |  | -------------------- | ---- | 
|% of Each Target Achieved |  | % of Cash Bonus Paid
|                          |  |                     
|105% +                    |  |                      | 110% | 
|100.1 - 104.99%           |  |                      | 105% | 
|95 - 100%                 |  |                      | 100% | 
|90 - 94.99%               |  |                      | 85%  | 
|85 - 89.99%               |  |                      | 70%  | 
|less than 85%             |  |                      | 0%   | 





|             |  |                    |         | 
|------------ |  | ------------------ | ------- | 
|             |  | Number of Shares  
|Officer      |  | Underlying Options
|             |  |                   
|John Chapple |  |                    | 260,000 | 
|Barry Rowan  |  |                    | 190,000 | 
|Dave Aas     |  |                    | 135,000 | 
|Don Manning  |  |                    | 90,000  | 
|Mark Fanning |  |                    | 80,000  | 






PART III







|         |                                                   
|-------- | --------------------------------------------------
|ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT







www.nextelpartners.com




---



##### Table of Contents









www.nextelpartners.com







|         |                       
|-------- | ----------------------
|ITEM 11. | EXECUTIVE COMPENSATION








|         |                                                                   
|-------- | ------------------------------------------------------------------
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
    MANAGEMENT





|                                                              |                                                               |                            |            |                  |                   |                      |              |                       |  |  |            |           | 
|------------------------------------------------------------- | ------------------------------------------------------------- | -------------------------- | ---------- | ---------------- | ----------------- | -------------------- | ------------ | --------------------- |  |  | ---------- | --------- | 
|                                                              |                                                               |                            |            |                  |                   | Number of securities |             
|                                                              |                                                               |                            |            |                  |                   | remaining available  |             
|                                                              |                                                               |                            |            |                  |                   | for future issuance  |             
|                                                              |                                                               |                            |            | Weighted-average |                   |                      | under equity |                      
|                                                              |                                                               | Number of securities to be |            |                  | exercise price of |                      |              | compensation plans    | 
|                                                              |                                                               | issued upon exercise of    |            |                  | outstanding       |                      |              | (excluding securities | 
|                                                              |                                                               | outstanding options,       |            |                  | options, warrants |                      |              | reflected in column   | 
|Plan Category                                                 |                                                               | warrants and rights        |            |                  | and rights        |                      |              | (a))                  | 
|                                                              |                                                              
|                                                              |                                                               | (a)                        |            |                  |                   |                      | (c)          |                      
|                                                              |                                                               |                            |            | (b)              |                   |                      |             
|Equity compensation plans approved by security holders        |                                                               |                            |            |                  |                   |                      |              |                       |  |  |            |          
|                                                              | Third Amended and Restated Nonqualified
    Stock Option Plan |                            |            | 19,204,035       |                   |                      | $            | 9.61                  |  |  |            | 9,638,324 | 
|                                                              | Employee Stock Purchase Plan                                  |                            |            |                 |                   |                      |              | N/A                   |  |  |            | 1,617,286 | 
|Equity compensation plans not approved by security holders(1) |                                                               |                            | 210,000    |                  |                   | $                    | 1.67         |                       |  |  |           |          
|                                                              |                                                               |                            |            |                  |                   |                      |              |                       | 
|Total                                                         |                                                               |                            | 19,414,035 |                  |                   | $                    | 9.43         |                       |  |  | 11,255,610 |          
|                                                              |                                                               |                            |            |                  |                   |                      |              |                       | 
|                                                              |                                                               |                            |            |                  |                   |                      |              |                       | 




|    |                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes an outstanding non-plan option granted to John
    Thompson on January 29, 1999 pursuant to an employment
    agreement to purchase 210,000 shares of Class A
    common stock at an exercise price of $1.67 per share. As of
    December 31, 2004, all the shares underlying this option
    were fully vested. This option expires January 29, 2009.




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS







ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES






---



##### Table of Contents












PART IV







|         |                                           
|-------- | ------------------------------------------
|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



1. Financial Statements.




|                                                                                                                                                 |  |      |     | 
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | --- | 
|                                                                                                                                                 |  | PAGE |    
|                                                                                                                                                 | 
|Consolidated Balance Sheets as of December 31, 2004 and 2003                                                                                     |  |      | 72  | 
|Consolidated Statements of Operations for the Years Ended
    December 31, 2004, 2003 and 2002                                                   |  |      | 73  | 
|Consolidated Statements of Changes in Stockholders Equity
    and Comprehensive Income for the Years Ended December 31,
    2004, 2003 and 2002 |  |      | 74  | 
|Consolidated Statements of Cash Flows for the Years Ended
    December 31, 2004, 2003 and 2002                                                   |  |      | 75  | 
|Notes to Consolidated Financial Statements                                                                                                       |  |      | 76  | 
|Report of Independent Registered Public Accounting Firm                                                                                          |  |      | 102 | 
|Report of Independent Registered Public Accounting Firm on
    Internal Control over Financial Reporting                                         |  |      | 103 | 

2. Financial Statement Schedules.




3. Exhibits.






---



##### Table of Contents












SIGNATURES






| |                                                                 
| | ----------------------------------------------------------------
| | NEXTEL PARTNERS, INC.                                           
| | (Registrant)                                                    
|
| | By: /s/ John Chapple                                            
| |                                                                 
| | JOHN CHAPPLE                                                    
| | President, Chief Executive Officer and Chairman of the
    Board



POWER OF ATTORNEY






|                                                   |  |                                                                           |  |                |  | 
|-------------------------------------------------- |  | ------------------------------------------------------------------------- |  | -------------- |  | 
|Signature                                          |  | Title                                                                     |  | Date          
|                                                  
|                                                  
|/s/ John ChappleJohn
    Chapple                   |  | President, Chief Executive Officer and Chairman of the Board              |  | March 16, 2005
|                                                  
|/s/ Barry RowanBarry
    Rowan                     |  | Vice President, Chief Financial Officer (Principal Financial
    Officer) |  | March 16, 2005
|                                                  
|/s/ Linda AllenLinda
    Allen                     |  | Chief Accounting Officer (Principal Accounting Officer)                   |  | March 16, 2005
|                                                  
|/s/ Timothy M. DonahueTimothy
    M. Donahue       |  | Director                                                                  |  | March 16, 2005
|                                                  
|/s/ James N.
    Perry, Jr.James
    N. Perry, Jr. |  | Director                                                                  |  | March 16, 2005
|                                                  
|/s/ Dennis M. WeiblingDennis
    M. Weibling       |  | Director                                                                  |  | March 16, 2005



---



##### Table of Contents









|                                                           |  |          |  |                |  | 
|---------------------------------------------------------- |  | -------- |  | -------------- |  | 
|Signature                                                  |  | Title    |  | Date          
|                                                          
|                                                          
|/s/ Steven B. DodgeSteven
    B. Dodge                     |  | Director |  | March 16, 2005
|                                                          
|/s/ Caroline H. RapkingCaroline
    H. Rapking             |  | Director |  | March 16, 2005
|                                                          
|/s/ Adam AronAdam
    Aron                                 |  | Director |  | March 16, 2005
|                                                          
|/s/ Arthur W.
    Harrigan, Jr.Arthur
    W. Harrigan, Jr. |  | Director |  | March 16, 2005



---



##### Table of Contents









INDEX TO EXHIBITS


|            |  |  |  |                                                                                                                                                                                                                                                       
|----------- |  |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1**       |  |  |  | Restated Certificate of Incorporation, as amended.                                                                                                                                                                                                    
|3.1(a)(43)  |  |  |  | Certificate of Amendment to the Restated Certificate of
    Incorporation of Nextel Partners, Inc., filed as of June 3,
    2004.                                                                                                                     
|3.2^        |  |  |  | Amended and Restated Bylaws, effective as of June 3, 2004.                                                                                                                                                                                            
|4.1         |  |  |  | See Exhibits 3.1 and 3.2.                                                                                                                                                                                                                             
|10.1*       |  |  |  | Purchase Agreement, dated January 22, 1999, by and among
    the Company, Donaldson, Lufkin & Jenrette Securities
    Corporation, Barclays Capital Inc., First Union Capital Markets,
    BNY Capital Markets, Inc. and Nesbitt Burns Securities Inc.
|10.2**      |  |  |  | Amended and Restated Shareholders Agreement by and among
    the Company and the stockholders named therein.                                                                                                                                         
|10.2(a)(16) |  |  |  | Amendment No. 1 to Amended and Restated Shareholders
    Agreement dated effective as of February 22, 2000 by and
    among the Company and the stockholders named therein.                                                                          
|10.2(b)(20) |  |  |  | Amendment No. 2 to Amended and Restated Shareholders
    agreement dated March 20, 2001 by and among Nextel
    Partners, Inc. and the stockholders named therein.                                                                                   
|10.2(c)(21) |  |  |  | Amendment No. 3 to Amended and Restated Shareholders
    Agreement dated April 18, 2001 by and among Nextel
    Partners, Inc. and the stockholders named therein.                                                                                   
|10.2(d)(22) |  |  |  | Amendment No. 4 to Amended and Restated Shareholders
    Agreement dated July 25, 2001 by and among Nextel Partners,
    Inc. and the stockholders named therein.                                                                                    
|10.2(e)(35) |  |  |  | Amendment No. 5 to Amended and Restated Shareholders
    Agreement dated June 13, 2002 by and among Nextel Partners,
    Inc. and the stockholders named therein.                                                                                    
|10.2(f)(35) |  |  |  | Amendment No. 6 to Amended and Restated Shareholders
    Agreement dated July 24, 2002 by and among Nextel Partners,
    Inc. and the stockholders named therein.                                                                                    
|10.2(g)(35) |  |  |  | Amendment No. 7 to Amended and Restated Shareholders
    Agreement dated October 18, 2002 by and among Nextel
    Partners, Inc. and the stockholders named therein.                                                                                 
|10.2(h)(35) |  |  |  | Amendment No. 8 to Amended and Restated Shareholders
    Agreement dated May 12, 2003 by and among Nextel Partners,
    Inc. and the stockholders named therein.                                                                                     
|10.2(i)(42) |  |  |  | Amendment No. 9 to Amended and Restated Shareholders
    Agreement by and among Nextel Partners                                                                                                                                                      
|10.2(j)^    |  |  |  | Amendment No. 10 to Amended and Restated Shareholders
    Agreement dated December 31, 2004 by and among Nextel
    Partners, Inc. and the stockholders named therein.                                                                               
|10.3*       |  |  |  | Joint Venture Agreement, dated as of January 29, 1999, by
    and among the Company, Nextel Partners Operating Corp., and
    Nextel WIP Corp.                                                                                                        
|10.4*       |  |  |  | Interim Management Agreement, dated as of January 29, 1999,
    by and between Nextel Partners Operating Corp. and Nextel WIP
    Corp.                                                                                                               
|10.5*       |  |  |  | Analog Management Agreement, dated as of January 29, 1999,
    by and between Nextel Partners Operating Corp. and Nextel WIP
    Corp.                                                                                                                
|10.6*       |  |  |  | Trademark License Agreement, dated as of January 29, 1999,
    by and between Nextel Partners Operating Corp. and Nextel WIP
    Corp.                                                                                                                
|10.7*       |  |  |  | Roaming Agreement, dated as of January 29, 1999, by and
    between Nextel Partners Operating Corp. and Nextel WIP Corp.                                                                                                                              



---



##### Table of Contents









|             |  |  |  |                                                                                                                                                                                                                                                                              
|------------ |  |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.8*        |  |  |  | Switch Sharing Agreement, dated as of January 29, 1999, by
    and between Nextel Partners Operating Corp. and Nextel WIP Corp.                                                                                                                                              
|10.9*+       |  |  |  | Transition Services Agreement, dated as of January 29,
    1999, by and between Nextel Partners Operating Corp. and Nextel
    WIP Corp.                                                                                                                                     
|10.10*+      |  |  |  | iDEN (Registered Trademark) Infrastructure Equipment Purchase
    Agreement, dated as of January 29, 1999, by and between
    Motorola, Inc. and Nextel Partners Operating Corp.                                                                                             
|10.11*+      |  |  |  | Subscriber Purchase and Distribution Agreement, dated as of
    January 29, 1999, by and between Motorola, Inc. and Nextel
    Partners Operating Corp.                                                                                                                      
|10.12*       |  |  |  | Agreement Specifying Obligations of, and Limiting Liability and
    Recourse to, Nextel, dated as of January 29, 1999, among
    the Company, Nextel Partners Operating Corp. and Nextel
    Communications, Inc.                                                            
|10.13*       |  |  |  | Asset and Stock Transfer and Reimbursement Agreement, dated as
    of January 29, 1999, by and between Nextel Partners
    Operating Corp. and Nextel WIP Corp.                                                                                                              
|10.14(42)    |  |  |  | Employment Agreement, dated as of February 24, 2004,
    between Nextel Partners Operating Corp. and John Chapple.                                                                                                                                                           
|10.15*       |  |  |  | Employment Agreement, dated as of January 29, 1999, between
    the Company and John Thompson.                                                                                                                                                                               
|10.16*       |  |  |  | Stock Option Agreement, dated as of January 29, 1999,
    between the Company and John Thompson.                                                                                                                                                                             
|10.17*       |  |  |  | Non-negotiable Promissory Note, dated January 29, 1999, by
    John Thompson to the Company.                                                                                                                                                                                 
|10.18*       |  |  |  | 1999 Nonqualified Stock Option Plan of the Company                                                                                                                                                                                                                           
|10.18(b)(29) |  |  |  | Third Amended and Restated 1999 Nonqualified Stock Option Plan.                                                                                                                                                                                                              
|10.18(c)(30) |  |  |  | Form of Restricted Stock Purchase Agreement to be executed
    between the Company and each of its outside directors who are
    issued restricted stock.                                                                                                                    
|10.18(d)(44) |  |  |  | 1999 Nonqualified Stock Option Plan, as amended (incorporated by
    reference to Exhibit 99.1 to Registration Statement on
    Form S-8 filed June 30, 2004 (File
    No. 333-117015)).                                                                                     
|10.19*       |  |  |  | Form of Restricted Stock Purchase Agreement, dated as of
    November 20, 1998, between the Company and John Chapple,
    John Thompson, David Thaler, David Aas, Perry Satterlee and Mark
    Fanning.                                                                      
|10.20*       |  |  |  | Form of Amendment No. 1 to Restricted Stock Purchase
    Agreement, dated as of January 29, 1999, between the
    Company and John Chapple, John Thompson, David Thaler, David
    Aas, Perry Satterlee and Mark Fanning.                                                    
|10.21(42)    |  |  |  | Employment Agreement, dated as of February 24, 2004,
    between Nextel Partners Operating Corp. and David Aas.                                                                                                                                                              
|10.22(42)    |  |  |  | Employment Agreement, dated as of February 24, 2004,
    between Nextel Partners Operating Corp. and Perry Satterlee.                                                                                                                                                        
|10.24*       |  |  |  | Subscription and Contribution Agreement, dated as of
    January 29, 1999, among the Company and the Buyers named
    therein.                                                                                                                                               
|10.25(1)     |  |  |  | Indenture dated January 29, 1999 by and between Nextel
    Partners and The Bank of New York, as trustee, relating to the
    14% Senior Discount Notes due 2009.                                                                                                            
|10.25(a)(40) |  |  |  | First Supplemental indenture dated as of June 23, 2003 by
    and between Nextel Partners and the Bank of New York, as
    trustee, relating to the 14% senior discount notes due 2009.                                                                                      
|10.26(2)     |  |  |  | Registration Rights Agreement dated as of January 29, 1999
    by and among Nextel Partners, Donaldson, Lufkin &
    Jenrette Securities Corporation, Barclays Capital Inc., First
    Union Capital Markets, BNY Capital Markets, Inc. and Nesbitt
    Burns Securities Inc.



---



##### Table of Contents









|             |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                           
|------------ |  |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.32**      |  |  |  | Restricted Stock Purchase Agreement dated September 9, 1999
    by and between Nextel Partners and Donald J. Manning.                                                                                                                                                                                                                                                                                     
|10.33**      |  |  |  | Agreement in Support of Charter Obligations dated as of
    January 29, 1999 by and between Nextel Partners and Nextel
    WIP Corp.                                                                                                                                                                                                                                                                      
|10.34**      |  |  |  | Assignment and Assumption of Lease dated as of August 1,
    1999 by and between Nextel WIP Lease Corp. and Eagle River
    Investments, LLC.                                                                                                                                                                                                                                                             
|10.35**      |  |  |  | Lease Agreement dated May 11, 1999 by and between Nextel
    WIP Lease Corp. and McCarran Center, LC.                                                                                                                                                                                                                                                                                                     
|10.36**      |  |  |  | First Amendment to Lease dated as of September 10, 1999 by
    and between Nextel WIP Lease Corp. and McCarran Center, LC.                                                                                                                                                                                                                                                                                
|10.37**      |  |  |  | Lease Agreement dated as of March 25, 1999 by and between
    Nextel WIP Lease Corp. and Nesbitt Operating Associates, L.P.                                                                                                                                                                                                                                                                               
|10.38(42)    |  |  |  | Employment Agreement, dated as of February 24, 2004,
    between Nextel Partners Operating Corp. and Mark Fanning.                                                                                                                                                                                                                                                                                        
|10.39**      |  |  |  | Letter Agreement dated October 13, 1999 by and among Nextel
    WIP Corp., Nextel                                                                                                                                                                                                                                                                                                                         
|             |  |  |  | Partners Operating Corp. and Nextel Partners, Inc.                                                                                                                                                                                                                                                                                                                                                        
|10.40**      |  |  |  | Expansion Territory Management Agreement dated as of
    September 9, 1999 by and between Nextel Partners Operating
    Corp. and Nextel WIP Corp.                                                                                                                                                                                                                                                        
|10.41**      |  |  |  | Expansion Territory Asset Transfer and Reimbursement Agreement
    dated as of September 9, 1999 by and between Nextel
    Partners Operating Corp. and Nextel WIP Corp.                                                                                                                                                                                                                                  
|10.42**      |  |  |  | Assignment and Security Agreement dated as of September 9,
    1999 by Nextel Partners Operating Corp. in favor of Bank of
    Montreal.                                                                                                                                                                                                                                                                  
|10.43**      |  |  |  | First Amendment to Analog Management Agreement dated as of
    September 9, 1999 by and between Nextel WIP Corp. and
    Nextel Partners Operating Corp.                                                                                                                                                                                                                                                  
|10.44**      |  |  |  | Form of Warrant for the Purchase of Shares of Class A
    Common Stock of Nextel Partners dated January 29, 1999.                                                                                                                                                                                                                                                                                         
|10.45**      |  |  |  | Employee Stock Purchase Plan.                                                                                                                                                                                                                                                                                                                                                                             
|10.46**      |  |  |  | Form of Indemnity Agreement.                                                                                                                                                                                                                                                                                                                                                                              
|10.47**      |  |  |  | Letter Agreement dated October 13, 1999 by and among Nextel
    Communications, Inc., Nextel of New York, Inc., Nextel
    Communications of the Mid-Atlantic, Inc., Nextel South Corp.,
    Nextel of Texas, Inc., Nextel West Corp., Nextel of California,
    Inc., Tower Parent Corp., SpectraSite Holdings, Inc., Tower
    Asset Sub, Inc., Nextel Partners Operating Corp. and Nextel
    Partners.
|10.48**      |  |  |  | Supplement No. 1 to iDEN Infrastructure Equipment Purchase
    Agreement dated September 1999 by and between Nextel Partners
    Operating Corp. and Motorola, Inc.                                                                                                                                                                                                                                       
|10.49**      |  |  |  | Expansion Subscription and Contribution Agreement dated as of
    September 9, 1999 by and among Nextel Partners and the
    Buyers named therein.                                                                                                                                                                                                                                                        
|10.50(9)     |  |  |  | Indenture, dated as of March 10, 2000, by and between
    Nextel Partners, Inc. and The Bank of New York, as Trustee,
    relating to the 11% Senior Notes due 2010.                                                                                                                                                                                                                                      
|10.50(a)(43) |  |  |  | First Supplemental Indenture dated as of May 19, 2004 by
    and between Nextel Partners, Inc. and The Bank of New York, as
    Trustee, relating to the 11% senior notes due 2010.                                                                                                                                                                                                                       



---



##### Table of Contents









|              |  |  |  |                                                                                                                                                                                                                                                                                                                                                                       
|------------- |  |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.52(11)     |  |  |  | Registration Rights Agreement, dated as of March 10, 2000,
    by and among Nextel Partners, Inc. and Donaldson,
    Lufkin & Jenrette Securities Corporation.                                                                                                                                                                                                        
|10.54(17)     |  |  |  | Registration Rights Agreement dated effective as of
    February 22, 2000 by and among the Company and the
    stockholders named therein.                                                                                                                                                                                                                            
|10.54(a)(36)  |  |  |  | Amendment No. 1 to Registration Rights Agreements dated
    effective as of June 14, 2002 by and among the Company and
    the stockholders named therein.                                                                                                                                                                                                            
|10.55(23)+    |  |  |  | iDEN (Registered Trademark) Infrastructure Supply Agreement
    dated effective as of November 1, 2000 by and between
    Motorola, Inc. and Nextel Partners Operating Corp.                                                                                                                                                                                          
|10.55(a)(43)+ |  |  |  | Amended and Restated Extension Amendment to the iDEN (Registered
    Trademark) Infrastructure Supply Agreement dated effective
    May 24, 2004 by and between Motorola, Inc. and Nextel
    Partners Operating Corp.                                                                                                                                                
|10.57(13)     |  |  |  | Indenture, dated as of July 27, 2000, by and between Nextel
    Partners, Inc. and The Bank of New York, as Trustee, relating to
    the 11% Senior Notes due 2010.                                                                                                                                                                                                   
|10.57(a)(43)  |  |  |  | First Supplemental Indenture dated as of May 19, 2004 by
    and between Nextel Partners, Inc. and The Bank of New York, as
    Trustee, relating to the 11% senior notes due 2010.                                                                                                                                                                                   
|10.58(14)     |  |  |  | Purchase Agreement for $200,000,000 11% Senior Notes due
    2010, dated July 18, 2000 by and among Nextel Partners,
    Inc., Donaldson, Lufkin & Jenrette Securities
    Corporation, Deutsche Bank Securities Inc. and CIBC World
    Markets Corp.                                                                                                                
|10.59(15)     |  |  |  | Registration Rights Agreement, dated as of July 27, 2000,
    by and among Nextel Partners, Inc., Donaldson, Lufkin &
    Jenrette Securities Corporation, Deutsche Bank Securities Inc.
    and CIBC World Markets Corp.                                                                                                                                             
|10.60(24)     |  |  |  | Lease Agreement dated May 2001 between The St. Joe Company and
    Nextel WIP Corporation.                                                                                                                                                                                                                                                                            
|10.61(25)     |  |  |  | First Amendment to IPO Approval and Lockup Agreement, dated
    April 18, 2001 among Nextel WIP Corp., Nextel Partners,
    Inc., DLJ Merchant Banking Partners, IL, LP, Madison Dearborn
    Capital Partners II L.P., Eagle River Investments, LLC,
    John Chapple, John Thompson, David Thaler, Dave Aas, Perry
    Satterlee, Mark Fanning, and Don Manning.    
|10.61(a)(26)  |  |  |  | Second Amendment to IPO Approval and Lockup Agreement dated
    July 25, 2001 among Nextel WIP Corp., Nextel Partners,
    Inc., DLJ Merchant Banking Partners, II L.P., Madison
    Dearborn Capital Partners II L.P., Eagle River Investments,
    LLC, John Chapple, John Thompson, David Thaler, David Aas, Perry
    Satterlee, Mark Fanning, and Donald Manning.
|10.62(18)     |  |  |  | Indenture, dated as of December 4, 2001, by and between
    Nextel Partners, Inc. and The Bank of New York, as Trustee,
    relating to the
    121/2% Senior
    Notes due 2009.                                                                                                                                                                                     
|10.63(a)(19)  |  |  |  | Registration Rights Agreement, dated as of December 4,
    2001, between and among Nextel Partners, Inc., Credit Suisse
    First Boston Corporation and Deutsche Banc Alex. Brown, Inc.
    relating to the
    121/2% senior
    notes due 2009.                                                                                                                    
|10.65(31)+    |  |  |  | The Asset Purchase Agreement by and between Commercial Digital
    Services Corporation, Inc. and Nextel Partners, Inc.                                                                                                                                                                                                                                               
|10.65(a)(32)+ |  |  |  | The Stock Purchase and Redemption Agreement by and between
    Nextel Partners, Inc., Mobile Relays, Inc. and the Stockholders
    of Mobile Relays, Inc.                                                                                                                                                                                                             
|10.66(42)     |  |  |  | Employment Agreement, dated as of February 24, 2004,
    between Nextel Partners Operating Corp. and Donald Manning.                                                                                                                                                                                                                                                  
|10.68(37)     |  |  |  | Indenture dated as of June 23, 2003 by and between Nextel
    Partners, Inc. and The Bank of New York Trustee relating to the
    81/8% senior
    notes due 2011.                                                                                                                                                                                                    



---



##### Table of Contents









|             |  |  |  |                                                                                                                                                                                                                                                                                                                                        
|------------ |  |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.69(37)    |  |  |  | Registration Rights Agreement dated as of June 23, 2003 by
    and among Nextel Partners, Inc., Credit Suisse First Boston LLC,
    Morgan Stanley & Co. Inc., UBS Securities, LLC, Legg
    Mason Wood Walker, Inc., and Thomas Weisel Partners LLC relating
    to the
    81/8% senior
    notes dues 2011                          
|10.70(37)    |  |  |  | Indenture dated as of August 6, 2003 by and between Nextel
    Partners, Inc. and The Bank of New York Trustee relating to the
    11/2% convertible
    senior notes due 2008                                                                                                                                                         
|10.71(37)    |  |  |  | Registration Rights Agreement by and among Nextel Partners,
    Inc., and Wachovia Capital Markets, LLC and Credit Suisse First
    Boston LLC relating to the
    11/2% convertible
    senior notes due 2008.                                                                                                                        
|10.72(38)    |  |  |  | Indenture between Nextel Partners, Inc. and The Bank of New
    York, dated as of May 13, 2003.                                                                                                                                                                                                                                        
|10.73(39)    |  |  |  | Registration Rights Agreement dated as of May 13, 2003 by
    and among Nextel Partners, Inc., Morgan Stanley & Co.
    Incorporated, Credit Suisse First Boston LLC and Wachovia
    Securities.                                                                                                                                      
|10.74(40)    |  |  |  | Restricted stock plan.                                                                                                                                                                                                                                                                                                                 
|10.75(42)    |  |  |  | Employment Agreement, dated as of February 24, 2004 between
    Nextel Partners Operating Corp, Nextel Partners, Inc. and Barry
    L. Rowan.                                                                                                                                                                                          
|10.76(40)    |  |  |  | Asset Purchase Agreement dated July 15, 2003 by and between
    Nextel Operations, Inc. and Nextel Partners Equipment Corp.                                                                                                                                                                                                            
|10.77(41)    |  |  |  | Credit Agreement dated as of December 19, 2003 by and
    between Nextel Partners Operating Corp., J.P. Morgan
    Securities, Inc., Morgan Stanley Senior Funding, Inc., UBS
    Securities LLC, Wachovia Securities, General Electric Capital
    Corporation, and JPMorgan Chase Bank, including all exhibits
    thereto.          
|10.77(a)(43) |  |  |  | First Amended and Restated Credit Agreement dated as of
    May 19, 2004 by and between Nextel Partners Operating
    Corp., J.P. Morgan Securities, Inc., Morgan Stanley Senior
    Funding, Inc., JPMorgan Chase Bank, the Subsidiary Guarantors
    named therein and the Lenders named therein, including all
    exhibits thereto.
|10.78(43)    |  |  |  | Indenture dated as of May 19, 2004, by and between Nextel
    Partners, Inc. and the BNY Western Trust Company, as Trustee,
    relating to the
    81/8% senior
    notes due 2011.                                                                                                                                                   
|10.79(43)    |  |  |  | Registration Rights Agreement dated May 19, 2004 by and
    among Nextel Partners, Inc., Morgan Stanley & Co. Inc.,
    J.P. Morgan Securities Inc., UBS Securities LLC and
    Wachovia Capital Markets, LLC relating to the
    81/8% senior
    notes due 2011.                                                                     
|10.80(45)+   |  |  |  | Subscriber Units and Services Supply Agreement between Motorola,
    Inc. and Nextel Partners Operating Corp. dated
    September 20, 2004                                                                                                                                                                                             
|10.81        |  |  |  | Nonqualified Deferred Compensation Cash Plan                                                                                                                                                                                                                                                                                           
|10.82        |  |  |  | Retention and Severance Plan                                                                                                                                                                                                                                                                                                           
|21           |  |  |  | Subsidiaries of the Company.                                                                                                                                                                                                                                                                                                           
|23.1         |  |  |  | Consent of KPMG LLP, Independent Registered Public Accounting
    Firm                                                                                                                                                                                                                                                                 
|23.2***      |  |  |  | Consent of Arthur Andersen LLP                                                                                                                                                                                                                                                                                                         
|24.1         |  |  |  | Powers of Attorney (included on signature page hereof).                                                                                                                                                                                                                                                                                
|31.1         |  |  |  | Certification of John Chapple, Chairman and Chief Executive
    Officer of Nextel Partners, Inc., pursuant to Exchange Act
    Rule 13a-14(a) under the Securities Exchange Act of 1934                                                                                                                                                
|31.2         |  |  |  | Certification of Barry Rowan, Chief Financial Officer of Nextel
    Partners, Inc., pursuant to Exchange Act Rule 13a-14(a)
    under the Securities Exchange Act of 1934                                                                                                                                                              



---



##### Table of Contents









|     |  |  |  |                                                                                                                                          
|---- |  |  |  | -----------------------------------------------------------------------------------------------------------------------------------------
|32.1 |  |  |  | Certification of John Chapple, Chairman and Chief Executive
    Officer of Nextel Partners, Inc., pursuant to
    18 U.S.C. Section 1350.
|32.2 |  |  |  | Certification of Barry Rowan, Chief Financial Officer of Nextel
    Partners, Inc., pursuant to
    18 U.S.C. Section 1350.              






|   |  |                                                                                                                                                                                                            
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|^  |  | Replaces previously filed exhibit.                                                                                                                                                                         
|  
|+  |  | Confidential portions omitted and filed separately with the
    Commission pursuant to an application for confidential treatment
    pursuant to Rule 406 under the Securities Act of 1933, as
    amended.
|  
|*  |  | Incorporated by reference to the Exhibit of the same number
    to Registration Statement on Form S-4 declared effective
    July 30, 1999 (File Number 333-78459).                                        
|  
|** |  | Incorporated by reference to the Exhibit of the same number
    to Registration Statement on Form S-1 declared effective
    February 22, 2000 (File No. 333-95473).                                       



|     |  |                                                                                                                                                         
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|***  |  | Pursuant to Rule 437a promulgated under the Securities
    Act, no consent is filed herewith.                                                           
|    
|(1)  |  | Incorporated by reference to Exhibit 4.1 to Registration
    Statement on Form S-4 declared effective July 30, 1999
    (File Number 333-78459).        
|    
|(2)  |  | Incorporated by reference to Exhibit 4.2 to Registration
    Statement on Form S-4 declared effective July 30, 1999
    (File Number 333-78459).        
|    
|(3)  |  | Intentionally omitted.                                                                                                                                  
|    
|(4)  |  | Intentionally omitted.                                                                                                                                  
|    
|(5)  |  | Intentionally omitted.                                                                                                                                  
|    
|(6)  |  | Intentionally omitted.                                                                                                                                  
|    
|(7)  |  | Intentionally omitted.                                                                                                                                  
|    
|(8)  |  | Intentionally omitted.                                                                                                                                  
|    
|(9)  |  | Incorporated by reference to Exhibit 10.52 to
    Form 10-Q filed on May 10, 2000.                                                                      
|    
|(10) |  | Intentionally omitted.                                                                                                                                  
|    
|(11) |  | Incorporated by reference to Exhibit 10.50 to
    Form 10-Q filed on May 10, 2000.                                                                      
|    
|(12) |  | Intentionally omitted.                                                                                                                                  
|    
|(13) |  | Incorporated by reference to Exhibit 10.50 to
    Registration Statement on Form S-4, declared effective on
    August 9, 2000 (File No. 333-39386).    
|    
|(14) |  | Incorporated by reference to Exhibit 10.51 to
    Registration Statement on Form S-4, declared effective on
    August 9, 2000 (File No. 333-39386).    
|    
|(15) |  | Incorporated by reference to Exhibit 10.52 to
    Registration Statement on Form S-4, declared effective on
    August 9, 2000 (File No. 333-39386).    
|    
|(16) |  | Incorporated by reference to Exhibit 10.2(a) to
    Registration Statement on Form S-4 declared effective on
    November 15, 2000 (File No. 333-48470).
|    
|(17) |  | Incorporated by reference to Exhibit 10.54 to
    Registration Statement on Form S-4 declared effective on
    November 15, 2000 (File No. 333-48470).  
|    
|(18) |  | Incorporated by reference to Exhibit 4.1 to
    Form 8-K filed on December 6, 2001.                                                                     



---



##### Table of Contents











|     |  |                                                                                                     
|---- |  | ----------------------------------------------------------------------------------------------------
|(19) |  | Incorporated by reference to Exhibit 4.2 to
    Form 8-K filed on December 6, 2001.                 
|    
|(20) |  | Incorporated by reference to Exhibit 10.2(b) to
    Form 10-Q filed May 11, 2001.                   
|    
|(21) |  | Incorporated by reference to Exhibit 10.2(c) to
    Form 10-Q filed May 11, 2001.                   
|    
|(22) |  | Incorporated by reference to Exhibit 10.2(d) to
    Form 10-Q filed November 13, 2001.              
|    
|(23) |  | Intentionally omitted.                                                                              
|    
|(24) |  | Incorporated by reference to Exhibit 10.60 to
    Form 10-Q filed August 13, 2001.                  
|    
|(25) |  | Incorporated by reference to Exhibit 10.6 to
    Form 10-Q filed May 11, 2001.                      
|    
|(26) |  | Incorporated by reference to Exhibit 10.6(a) to
    Form 10-Q filed August 13, 2001.                
|    
|(27) |  | Intentionally omitted.                                                                              
|    
|(28) |  | Intentionally omitted.                                                                              
|    
|(29) |  | Incorporated by reference to Exhibit 10.18(b) to
    Form 10-Q filed August 14, 2002.               
|    
|(30) |  | Incorporated by reference to Exhibit 10.18(c) to
    Form 10-Q filed August 14, 2002.               
|    
|(31) |  | Incorporated by reference to Exhibit 10.65 to
    Form 10-Q filed May 14, 2002.                     
|    
|(32) |  | Incorporated by reference to Exhibit 10.65(a) to
    Form 10-Q filed May 14, 2002.                  
|    
|(33) |  | Intentionally omitted.                                                                              
|    
|(34) |  | Intentionally omitted.                                                                              
|    
|(35) |  | Incorporated by reference to the Exhibit of the same number
    to Form 10-Q filed May 13, 2003.    
|    
|(36) |  | Incorporated by reference to the Exhibit of the same number
    to Form 10-K filed March 27, 2003.  
|    
|(37) |  | Incorporated by reference to the Exhibit of the same number
    to Form 10-Q filed August 14, 2003. 
|    
|(38) |  | Incorporated by reference to Exhibit 4.3 to
    Form S-3 filed June 20, 2003.                       
|    
|(39) |  | Incorporated by reference to Exhibit 4.4 to
    Form S-3 filed June 20, 2003.                       
|    
|(40) |  | Incorporated by reference to the Exhibit of the same number
    to Form 10-Q filed November 7, 2003 
|    
|(41) |  | Incorporated by reference to the Exhibit of the same number
    to Form 10-K filed March 15, 2004.  
|    
|(42) |  | Incorporated by reference to the Exhibit of the same number
    to Form 10-Q filed May 9, 2004.     
|    
|(43) |  | Incorporated by reference to the Exhibit of the same number
    to Form 10-Q filed August 9, 2004.  
|    
|(44) |  | Incorporated by reference to Exhibit 10.18(c) to
    Form 10-Q filed August 9, 2004.                
|    
|(45) |  | Incorporated by reference to the Exhibit of the same number
    to Form 10-Q filed November 9, 2004.