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Item 1.	Business

•	mobile telephone service;

•	Nextel Direct Connect® and International Direct Connect® service, which allows subscribers to talk to each other instantly, on a “push-to-talk” basis, for private one-to-one calls or group calls;

•	value-added services, including text messaging services; mobile internet services; e-mail services; location-based services, which include the use of Global Positioning System, or GPS, technologies; digital media services; and a wide ranging set of applications available via our content management system, as well as the Android open application market;

•	business solutions, such as security, work force management, logistics support and other applications that help our business customers improve their productivity; and

•	international roaming services.

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(1)	Includes subscribers using both our iDEN and WCDMA networks.

•	focusing on higher value customer segments such as segments that comprise the small, medium and large business markets, as well as certain targeted consumer market segments that value our differentiated wireless communications services;

•	offering a broad array of differentiated services and devices that build upon and complement our Nextel Direct Connect® service, the long range walkie-talkie service that allows instantaneous communication at the touch of a button;

•	building on the strength of the unique positioning of the Nextel brand;

•	capitalizing on the effectiveness and efficiency of our focused and dedicated distribution channels; and

•	offering a superior customer experience.

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•	launched commercial campaigns offering handsets to new and existing customers at a lower cost and offering service plans with prices and terms that are more competitive, including hybrid, prepaid and control rate plans that incorporate a combination of postpaid services and prepaid characteristics after customers reach certain usage levels;

•	implemented customer retention programs that are focused on our high value customers that include lower priced plans that better fit the customers' needs and/or provide those customers with new handsets or other devices at reduced prices in exchange for the customers' commitment to extend the term of their service contracts;

•	expanded our distribution channels to make our services more widely accessible to a broader range of customers;

•	launched a new brand identity in each of our markets and at the corporate level, which we believe will enhance the recognition of our brand and unify our brand identity across our markets as we seek to expand our target market to include new customer segments; and

•	worked with our device suppliers to develop new handset models and features supported by both our iDEN networks and our new WCDMA networks, including Android-based devices and smartphones.

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Internet Access. We offer our customers always-on connectivity to the internet directly from their device through mobile internet access, which combines the vast resources of the internet with convenient mobile content services. The recent launch of services on our new WCDMA network in Peru provides internet access at mobile broadband speeds supported by our WCDMA-enabled handsets, data air cards and other data access devices via our Internet Nextel® data services offer;

•	Messaging Services. We offer a range of messaging services, including SMS, multimedia messaging, or MMS services, and mobile email;

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Business Solutions. Our data solutions, which are accessible via our wireless handsets, laptop computers and handheld computing devices, facilitate quick responses among workers in the field by streamlining operations through faster exchanges of information to support workforce mobility. We also design wireless business solutions to meet the needs of specific customers based on their industry and individualized business needs, including a wide array of fleet and workforce management services that utilize the unique capabilities of our data network, such as the ability to accurately and in near real-time, locate devices using GPS technology. Our wireless business solutions are backed by customer support teams that help customers build, distribute and manage wireless applications to meet their unique business needs; and

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Mobile Content and Applications. Our handsets support Java, which provides a standards-based programming environment that can support a broad array of specialized and differentiated applications, and many of our handsets incorporate the Android operating system, which provides an open environment for the distribution and support of hundreds of thousands of business and consumer applications and digital media content to meet the needs of a broad set of customers.

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•	America Movil, which has the largest wireless market share in Mexico and has significant operations in Brazil, Argentina, Peru and Chile; and

•	Telefonica Moviles, which has the largest wireless market share in Brazil, and has significant wireless operations in Mexico, Argentina, Peru and Chile.

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•	affect the terms of interconnection arrangements that allow our customers to complete calls to our competitors’ customers, including the charges imposed for the completion of those calls;

•	establish restrictions that limit or otherwise affect the deployment of transmitter and receiver sites needed to support the coverage and capacity of our networks;

•	establish minimum network construction or coverage obligations that result in increased capital investments;

•	establish prices our operating companies are required to charge for their services; or

•	impose foreign ownership limitations on telecommunications providers that may affect our ability to own and operate our business.

1.	Brazil

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2.	Mexico

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3.	Argentina

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4.	Peru

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5.	Chile

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Item 1A.	Risk Factors

1.	If we are not able to compete effectively in the highly competitive wireless communications industry, our future growth and operating results will suffer.

a.	The wireless industries in our markets are highly competitive, making it difficult for us to attract and retain customers. If we are unable to attract and retain customers, our financial performance will be impaired.

•	provided increased handset subsidies;

•	offered higher commissions to distributors;

•	provided discounted or free airtime or other services;

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•	expanded their networks to provide more extensive network coverage;

•	developed and deployed networks that use new technologies and support new or improved services;

•	offered incentives to larger customers to switch service providers, including reimbursement of cancellation fees; and

•	offered bundled telecommunications services that include local, long distance and data services.

b.	If we do not keep pace with rapid technological changes, including a failure to complete the deployment of our third generation networks and new technology that supports services on these networks, we may not be able to attract and retain customers.

c.	Some of our competitors are financially stronger than we are, which may limit our ability to compete based on price.

•	substantially greater financial and marketing resources;

•	larger customer bases;

•	larger spectrum positions; and

•	larger coverage areas than those of our operating companies.

d.	The network and subscriber equipment we currently use and expect to use is more expensive than the equipment used by our competitors, which may limit our ability to compete.

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e.	Our operating companies may face disadvantages when competing against formerly government-owned incumbent wireline operators or wireless operators affiliated with them.

•	close ties with national regulatory authorities;

•	control over connections to local telephone lines; or

•	the ability to subsidize competitive services with revenues generated from services they provide on a monopoly or near-monopoly basis.

f.	Our coverage is not as extensive as those of other wireless service providers in our markets, which may limit our ability to attract and retain customers.

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g.	If there is a substantial increase in our customer turnover rate, our business could be negatively affected.

h.	If our networks do not perform in a manner that meets customer expectations, we will be unable to attract and retain customers.

2.	If we are not able to develop and deploy our new WCDMA networks and manage the associated growth effectively, our future growth and operating results will suffer.

a.	We may be limited in our ability to grow unless we successfully deploy our WCDMA networks and expand network capacity.

•	deploy our planned WCDMA networks;

•	expand the capacity of our iDEN networks and the capacity and coverage of our WCDMA networks;

•	secure sufficient transmitter and receiver sites at appropriate locations to meet planned system coverage and capacity targets;

•	obtain adequate quantities of base radios and other system infrastructure equipment; and

•	obtain an adequate volume and mix of handsets to meet customer demand.

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c.	Costs, regulatory requirements and other problems we encounter as we deploy our new networks could adversely affect our operations.

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3.	We operate exclusively in foreign markets, and our assets, customers and cash flows are concentrated in Latin America, which presents risks to our operating plans.

a.	A decline in foreign exchange rates for currencies in our markets may adversely affect our growth and our operating results.

b.	We face economic and political risks in our markets, which may limit our ability to implement our strategy and could negatively impact our financial flexibility, including our ability to repatriate and redeploy profits, and may disrupt our operations or hurt our performance.

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c.	Our operating companies are subject to local laws and government regulations in the countries in which they operate, and we are subject to the U.S. Foreign Corrupt Practices Act, which could limit our growth and strategic plans and negatively impact our financial results.

d.	We pay significant import duties on our network equipment and handsets, and any increases could impact our financial results.

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e.	We are subject to foreign taxes in the countries in which we operate, which may reduce amounts we receive from our operating companies or may increase our tax costs.

f.	We have entered into a number of agreements that are subject to enforcement in foreign countries, which may limit efficient dispute resolution.

4.	We are dependent on external financing to meet our future funding needs and debt service requirements, and adverse changes in economic conditions could negatively impact our access to the capital markets. If we are unable to obtain financing when needed and on terms acceptable to us, our business may be adversely affected.

•	acquisitions of spectrum licenses, either through government sponsored auctions, including auctions of spectrum that are expected to occur in Argentina, or through acquisitions of third parties, acquisitions of assets or businesses or other

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•	the deployment of a WCDMA network in Argentina if we are successful in acquiring spectrum there;

•	a decision by us to deploy new network technologies, in addition to the planned WCDMA network deployments in Brazil, Mexico, Peru and Chile, or to offer new communications services in one or more of our markets; or

•	our expansion into new markets or further geographic expansion in our existing markets, including the construction of additional portions of our network.

5.	Our current and future debt may limit our flexibility and increase our risk of default.

•	limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete and increase our vulnerability to general adverse economic and industry conditions;

•	limit our ability to obtain additional financing that we may need to fund our business; and

•	place us at a disadvantage compared to our competitors that have less indebtedness.

6.	The costs we incur to connect our operating companies’ networks with those of other carriers are subject to local laws

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7.	Because we rely on one supplier for equipment used in our iDEN networks, any failure of that supplier to perform could adversely affect our operations.

8.	Our business could be negatively impacted by our reliance on indirect distribution channels for a significant portion of our sales.

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9.	If our licenses to provide mobile services are not renewed, or are modified or revoked, our business may be restricted.

10.	Any modification or termination of our trademark license with Nextel Communications could increase our costs.

11.	If we fail to maintain effective internal controls over financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected.

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12.	Our business could be negatively impacted by security threats and other material disruptions of our wireless networks.

Item 1B.	Unresolved Staff Comments

Item 2.	Properties

Item 3.	Legal Proceedings

Item 4.	Mine Safety Disclosures

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Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

1.	Market for Common Stock

2.	Number of Stockholders of Record

3.	Dividends

4.	Issuer Purchases of Equity Securities

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Item 6.	Selected Financial Data

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Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

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•	our ability to attract and retain customers;

•	our ability to meet the operating goals established by our business plan;

•	general economic conditions in the United States or in Latin America and in the market segments that we are targeting for our services, including the impact of the current uncertainties in global economic conditions;

•	the political and social conditions in the countries in which we operate, including political instability, which may affect the economies of our markets and the regulatory schemes in these countries;

•	the impact of foreign currency exchange rate volatility in our markets when compared to the U.S. dollar and related currency depreciation in countries in which our operating companies conduct business;

•	our ability to access sufficient debt or equity capital to meet any future operating and financial needs;

•	reasonable access to and the successful performance of the technology being deployed in our service areas, and improvements thereon, including technology deployed in connection with the introduction of digital two-way mobile data or internet connectivity services in our markets;

•	the availability of adequate quantities of system infrastructure and subscriber equipment and components at reasonable pricing to meet our service deployment and marketing plans and customer demand;

•	Motorola’s ability and willingness to provide handsets and related equipment and software applications or to develop new technologies or features for us for use on our iDEN network, including the timely development and availability of new handsets with expanded applications and features;

•	the risk of deploying new third generation networks, including the potential need for additional funding to support that deployment, the risk that new services supported by the new networks will not attract enough subscribers to support the related costs of deploying or operating the new networks, the need to significantly increase our employee base and the potential distraction of management;

•	our ability to successfully scale our billing, collection, customer care and similar back-office operations to keep pace with customer growth, increased system usage rates and growth or to successfully deploy new systems that support those functions;

•	the success of efforts to improve and satisfactorily address any issues relating to our network performance;

•	future legislation or regulatory actions relating to our SMR services, other wireless communications services or telecommunications generally and the costs and/or potential customer impacts of compliance with regulatory mandates;

•	the ability to achieve and maintain market penetration and average subscriber revenue levels sufficient to provide financial viability to our network business;

•	the quality and price of similar or comparable wireless communications services offered or to be offered by our competitors, including providers of cellular services and personal communications services;

•	market acceptance of our new service offerings;

•	equipment failure, natural disasters, terrorist acts or other breaches of network or information technology security; and

•	other risks and uncertainties described in this annual report on Form 10-K, including in Part I, Item 1A. “Risk Factors,” and in our other reports filed with the Securities and Exchange Commission.

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•	our consolidated financial condition for the years ended December 31, 2011 and 2010 and our consolidated results of operations for the years ended December 31, 2011, 2010 and 2009; and

•	significant factors which we believe could affect our prospective financial condition and results of operations.

•	mobile telephone service;

•	Nextel Direct Connect® and International Direct Connect® service, which allows subscribers to talk to each other instantly, on a “push-to-talk” basis, for private one-to-one calls or group calls;

•	value-added services, including text messaging services; mobile internet services; e-mail services; location-based services, which include the use of Global Positioning System, or GPS, technologies; digital media services; and a wide ranging set of applications available via our content management system, as well as the Android open application market;

•	business solutions, such as security, work force management, logistics support and other applications that help our business customers improve their productivity; and

•	international roaming services.

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•	focusing on higher value customer segments such as segments that comprise the small, medium and large business markets, as well as certain targeted consumer market segments that value our differentiated wireless communications services;

•	offering a broad array of differentiated services and devices that build upon and complement our Nextel Direct Connect® service, the long range walkie-talkie service that allows instantaneous communication at the touch of a button;

•	building on the strength of the unique positioning of the Nextel brand;

•	capitalizing on the effectiveness and efficiency of our focused and dedicated distribution channels; and

•	offering a superior customer experience.

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•	Agreements for the supply of iDEN network infrastructure, which are now held by Motorola Solutions, Inc. and are effective through December 31, 2014. Under these agreements, Motorola agreed to maintain an adequate supply of the iDEN equipment used in our business for the term of the agreement and to continue to invest in the development of new iDEN infrastructure features.

•

Agreements for the supply of iDEN handsets, which are now held by Motorola Mobility, Inc. and are effective through December 31, 2014. Under these agreements, Motorola agreed to maintain an adequate supply of the iDEN handsets used in our business and to continue to invest in the development of new iDEN devices. In addition, we agreed to handset volume purchase commitments with respect to certain handset models and pricing parameters linked to the volume of our handset purchases, and Motorola agreed to continue to develop and deliver new handsets using the iDEN platform as we develop our WCDMA-based networks in coming years.

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B.	Results of Operations

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•	costs of interconnection with local exchange carrier facilities;

•	costs relating to terminating calls originated on our network on other carriers' networks;

•	direct switch, transmitter and receiver site costs, including property taxes;

•	expenses related to our handset maintenance programs; and

•	insurance costs, utility costs, maintenance costs, spectrum license fees and rent for the network switches and transmitter sites used to operate our mobile networks.

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1.	Year Ended December 31, 2011 vs. Year Ended December 31, 2010

a.	Consolidated

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1.	Operating revenues

2.	Cost of revenues

•

a $114.8 million, or 15%, increase in consolidated interconnect costs, primarily attributable to our operations in Brazil, which resulted from an increase in our subscriber base and a larger number of minutes of use associated with calls that terminate on other carriers' networks that require us to pay call termination charges. These increased costs were partially offset by lower interconnect costs in Mexico resulting from a reduction in mobile termination rates effective January 1, 2011; and

•	a $92.4 million, or 24%, increase in consolidated transmitter and receiver site costs, attributable to a 20% increase in transmitter and receiver sites placed on air by the end of 2011 and a reduction in costs in 2010 associated with a one-time $22.4 million refund of excess fees paid for spectrum use that Nextel Mexico received.

3.	Selling and marketing expenses

•	a $70.4 million, or 45%, increase in consolidated advertising costs, mostly in Brazil, related to new advertising campaigns launched in an effort to promote growth in Nextel Brazil's subscriber base and address a more competitive landscape, as well as the launch of our new brand identity across all of our markets in 2011;

•	a $66.4 million, or 25%, increase in consolidated direct commissions and payroll expenses, largely due to an increase in gross subscriber additions generated by internal sales personnel, as well as an increase in the number of sales and marketing personnel; and

•	a $31.1 million, or 109%, increase in consolidated other marketing expenses, principally related to the launch of our new brand identity in 2011, which included remodeling our stores and other sales outlets.

4.	General and administrative expenses

•	a $153.3 million, or 24%, increase in consolidated general corporate costs, mostly related to an increase in revenue-based

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•	an $86.6 million, or 26%, increase in consolidated customer care and billing operations expenses, mostly in Brazil, as a result of an increase in customer care personnel necessary to support larger customer bases in our markets;

•	an $85.9 million, or 113%, increase in consolidated bad debt expense, largely related to Nextel Brazil's revenue growth and lower collection rates in Brazil resulting from changes to our credit procedures that resulted in the addition of some customers whose credit histories were less established; and

•	a $62.9 million, or 48%, increase in consolidated information technology expenses, principally related to the development and deployment of our WCDMA-based networks and other related initiatives.

5.	Depreciation and amortization

7.	Foreign currency transaction (losses) gains, net

8.	Income tax provision

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b.	Nextel Brazil

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1.	Operating revenues

2.	Cost of revenues

•	a $111.6 million, or 24%, increase in interconnect costs related to higher minutes of use for calls that terminate on other carriers' networks resulting from a larger subscriber base;

•	a $36.6 million, or 19%, increase in direct switch and transmitter and receiver site costs due to an increase in the number of cell sites placed in service during 2011; and

•	a $23.9 million, or 20%, increase in service and repair costs due primarily to the growth in Nextel Brazil's subscriber base, leading to a higher number of overall repaired handsets.

3.	Selling and marketing expenses

•	a $43.2 million, or 57%, increase in advertising expenses as a result of new advertising campaigns launched in an effort to promote growth in Nextel Brazil's subscriber base and address the more competitive landscape, as well as the launch of our new brand identity in 2011;

•	a $28.4 million, or 24%, increase in direct commissions and payroll expenses due to an increase in gross subscriber additions by internal sales personnel and more selling and marketing personnel necessary to support Nextel Brazil's growing subscriber base; and

•	a $17.5 million, or 25%, increase in indirect commissions due to an increase in new handset sales by third-party dealers.

4.	General and administrative expenses

•	a $107.5 million, or 45%, increase in general corporate costs due to an increase in revenue-based taxes and higher payroll and related expenses associated with an increase in general and administrative personnel;

•	an $81.6 million, or 156%, increase in bad debt expense related to Nextel Brazil's revenue growth and lower collection rates resulting from changes to its credit procedures that resulted in the addition of some customers whose credit histories

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•	a $60.8 million, or 37%, increase in customer care and billing operations due to higher payroll and related expenses associated with an increase in customer care personnel necessary to support a larger customer base in Brazil.

c.	Nextel Mexico

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1.	Operating revenues

2.	Cost of revenues

3.	General and administrative expenses

d.	Nextel Argentina

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e.	Nextel Peru

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f.	Corporate and other

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a $61.6 million, or 22%, increase in general and administrative expenses, largely due to an increase in corporate information technology costs, as well as an increase in consulting expenses, both of which were primarily incurred at the corporate level and are largely related to the planned launch of the new WCDMA-based networks and supporting systems in our markets, as well as other technology-related initiatives. We expect that corporate general and administrative expenses will continue to increase along with other operating expenses as we progress with the expansion plans and new technology initiatives in some of our markets and as an increasing level of costs relating to those initiatives are incurred centrally to support our business across our markets; and

•	a $54.0 million increase in selling and marketing expenses, partially related to the launch of our new brand identity in 2011.

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2.	Year Ended December 31, 2010 vs. Year Ended December 31, 2009

a.	Consolidated

•	a $173.1 million, or 28%, increase in consolidated interconnect costs, mostly in Brazil, resulting from an increase in the relative amount of minutes of use for calls that terminate on other carriers' networks and require the payment of call termination charges;

•	a $66.6 million, or 38%, increase in consolidated service and repair costs, also primarily in Brazil, caused by an increase in repair cost per subscriber related to a change in the mix of handsets in Brazil toward more mid and high tier handsets, as well as an increase in the number of customers participating in the handset maintenance programs in our markets.

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•	a $57.2 million, or 28%, increase in consolidated direct commissions and payroll expenses, mostly in Brazil, due to an increase in gross subscriber additions by internal sales personnel, as well as an increase in consolidated sales and marketing personnel;

•	a $49.5 million, or 27%, increase in consolidated indirect commissions, primarily in Brazil and Mexico, due to an increase in gross subscriber additions generated by external sales personnel in Brazil and higher indirect commissions per gross subscriber addition in Mexico; and

•	a $31.7 million, or 26%, increase in consolidated advertising expenses, primarily in Brazil, related to promotions for new rate plans that were launched in 2010.

•	a $219.8 million, or 51%, increase in consolidated general corporate costs, principally related to increases in revenue-based taxes in Brazil and higher personnel and consulting costs in some of our markets, both of which are largely related to the commencement of some of our third generation initiatives; and

•	a $90.1 million, or 36%, increase in consolidated customer care and billing operations expenses as a result of an increase in customer care personnel necessary to support larger customer bases in our markets.

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b.	Nextel Brazil

•	a $137.5 million, or 42%, increase in interconnect costs due to an increase in interconnect minutes of use for calls that terminate on other carriers' networks;

•	a $46.0 million, or 60%, increase in service and repair costs due to an increase in the number of customers participating in Nextel Brazil's handset maintenance program, as well as an increase in repair costs per subscriber related to a change in the mix of handsets toward more mid and high tier handsets; and

•	a $42.2 million, or 27%, increase in direct switch and transmitter and receiver site costs due to an increase in the number of cell sites in service in Brazil from December 31, 2009 to December 31, 2010.

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•	a $30.5 million, or 35%, increase in direct commissions and payroll expenses due to an increase in gross subscriber additions by internal sales personnel and selling and marketing personnel necessary to support Nextel Brazil's growing subscriber base;

•	a $23.4 million, or 49%, increase in indirect commissions due to an increase in new handset sales by indirect dealers; and

•	a $20.3 million, or 37%, increase in advertising expenses as a result of increased magazine and television campaigns during 2010.

•	a $90.2 million, or 60%, increase in other general corporate costs due to an increase in revenue-based taxes and general and administrative personnel;

•	a $58.7 million, or 56%, increase in customer care and billing operations due to an increase in customer care personnel; and

•	a $23.4 million, or 81%, increase in bad debt expense related to Nextel Brazil's operating revenue growth and a decrease in collection rates.

c.	Nextel Mexico

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•	a $20.1 million, or 19%, increase in indirect commissions per gross subscriber addition resulting from fewer charge-backs in 2010 compared to 2009, as well as higher commissions paid to obtain higher value customers, and

•	a $13.4 million, or 19%, increase in direct commissions resulting from higher direct commission per gross subscriber addition.

d.	Nextel Argentina

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e.	Nextel Peru

f.	Corporate and other

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C.	Liquidity and Capital Resources

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D.	Future Capital Needs and Resources

•	the amount of revenue we are able to generate and collect from our customers;

•	the amount of operating expenses required to provide our services;

•	the cost of acquiring and retaining customers, including the subsidies we incur to provide handsets to both our new and existing customers;

•	our ability to continue to increase the size of our subscriber base; and

•	changes in foreign currency exchange rates.

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•	operating expenses relating to our networks;

•	capital expenditures to enhance our iDEN networks, as discussed below under “Capital Expenditures;”

•	operating expenses and capital expenditures related to the deployment of our new WCDMA-based networks in Brazil, Mexico, Peru and Chile and, if we are successful in acquiring spectrum, in Argentina;

•	payments in connection with existing and future spectrum purchases;

•	debt service requirements, including significant upcoming maturities in the next two years, and obligations relating to our tower financing and capital lease obligations;

•	cash taxes; and

•	other general corporate expenditures.

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(1)	These amounts include estimated principal and interest payments over the full term of the obligation, assuming the current payment schedule.

(2)	These amounts are subject to increases in the Mexican Consumer Pricing Index.

(3)	These amounts include maximum contractual purchase obligations under various agreements with our vendors.

(4)	These amounts principally include future lease costs related to our transmitter and receiver sites and switches and office facilities.

(5)	These amounts include principal and interest payments associated with Nextel Brazil's spectrum financing.

(6)

These amounts represent principal and interest payments due under our co-location agreements, including with American Tower Corporation, or American Tower, our tower financing arrangements with American Tower and our corporate aircraft lease. The amounts related to our aircraft lease exclude amounts that are contingently due in the event of our default under the lease, but do include remaining amounts due under the letter of credit provided for our corporate aircraft.

(7)	These amounts represent principal and interest payments associated with certain banks loans in Brazil and Mexico, as well as our syndicated loan facilities in Brazil and Peru.

(8)	These amounts include loan agreements with the China Development Bank in both Mexico and Chile to finance infrastructure equipment and assist in the deployment of the new WCDMA-based networks in these markets. The aggregate amount available for borrowing under these loan agreements in Mexico and Chile is $525.0 million.

(9)	This amount represents principal and interest payments due under our import financing agreements in Brazil.

(10)	These amounts include our current estimates of asset retirement obligations based on our expectations as to future retirement costs, inflation rates and timing of retirements, as well as amounts related to our uncertain income tax positions.

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•	the amount we spend to deploy our new networks in Brazil, Mexico, Peru and Chile, including for additional transmitter and receiver sites required to support WCDMA-based networks;

•	the extent to which we expand the coverage of our networks in new or existing market areas;

•	the number of additional transmitter and receiver sites we build in order to increase system capacity and maintain system quality and meet the demands of our growing customer base, as well as the costs associated with the installation of related switching equipment in some of our existing market areas;

•	the costs we incur in connection with future spectrum acquisitions and, if we are successful in acquiring spectrum, the development and deployment of any third generation networks in Argentina; and

•	the costs we incur in connection with non-network related information technology projects.

•	cash and cash equivalents on hand and short- and long-term investments available to fund our operations;

•	expected cash flows from our operations;

•	the cost and timing of spectrum payments, including ongoing fees for spectrum use;

•	the anticipated level of capital expenditures required to meet both minimum build-out requirements and our business plans for our planned deployment of new WCDMA-based networks in Brazil, Mexico and Chile and, if we are successful in acquiring spectrum in the upcoming auction, in Argentina;

•	our scheduled debt service and other contractual obligations, which include significant debt maturities in the next several years; and

•	income taxes.

•	if our plans change;

•	if we decide to expand into new markets or expand our geographic coverage or network capacity in our existing markets

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•	if currency values in our markets depreciate relative to the U.S. dollar in a manner that is more significant than we currently expect and assume as part of our plans;

•	if economic conditions in any of our markets change;

•	if competitive practices in the mobile wireless telecommunications industry in our markets change materially from those currently prevailing or from those now anticipated; or

•	if other presently unexpected circumstances arise that have a material effect on the cash flow or profitability of our business.

•	the commercial success of our operations;

•	the volatility and demand of the capital markets; and

•	the future market prices of our securities.

E.	Effect of Inflation and Foreign Currency Exchange

F.	Effect of New Accounting Standards

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk

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Item 8.	Financial Statements and Supplementary Data

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.	Controls and Procedures

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•	redesigned the areas of the financial close process related to communication and incorporation of changes to tax laws to ensure they are incorporated into the internal reporting process;

•	significantly increased our staffing levels, modified the compensation structure, improved documentation related to roles and responsibilities during the close process and provided training to facilitate our compliance with the ongoing and new procedures;

•	designed and implemented new key controls, including additional validations and reviews performed on a monthly basis, to ensure the accuracy and completeness of our value-added taxes; and

•	continued to work on system improvements that are expected to automate certain procedures that would reduce reliance on manual procedures.

Item 9B.	Other Information

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Item 10.	Directors, Executive Officers of the Registrant and Corporate Governance

Item 11.	Executive Compensation

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.	Certain Relationships and Related Transactions, and Director Independence

Item 14.	Principal Accounting Fees and Services

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Item 15.	Exhibits, Financial Statement Schedules.

(2)	Financial Statement Schedule. The following financial statement schedule is filed as part of this report. Schedules other than the schedule listed below are omitted because they are either not required or not applicable.

(3)	List of Exhibits. The exhibits filed as part of this report are listed in the Exhibit Index, which is incorporated in this item by reference.

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1.	Summary of Operations and Significant Accounting Policies

•	mobile telephone service;

•	Nextel Direct Connect® and International Direct Connect® service, which allows subscribers to talk to each other instantly, on a “push-to-talk” basis, for private one-to-one calls or group calls;

•	value-added services, including text messaging services; mobile internet services; e-mail services; location-based services, which include the use of Global Positioning System, or GPS, technologies; digital media services; and a wide ranging set of applications available via our content management system, as well as the Android open application market;

•	business solutions, such as security, work force management, logistics support and other applications that help our business customers improve their productivity; and

•	international roaming services.

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2.	Property, Plant and Equipment

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3.	Intangible Assets

4.	Balance Sheet Details

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5.	Debt

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•	incur additional indebtedness and issue preferred stock;

•	create liens or other encumbrances;

•	place limitations on distributions from some of our subsidiaries;

•	pay dividends, acquire shares of our capital stock or make investments;

•	prepay subordinated indebtedness or make other restricted payments;

•	issue or sell capital stock of some of our subsidiaries;

•	issue guarantees;

•	sell or exchange assets;

•	enter into transactions with affiliates; and

•	merge or consolidate with another entity.

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6.	Fair Value Measurements

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8.	Capital Stock

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9.	Income Taxes

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11.	Segment Information

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13.	Condensed Consolidating Financial Statements

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(1)	NII Capital Corp. is the issuer of our 7.625% senior notes due 2021, our 10.0% senior notes due 2016 and our 8.875% senior notes due 2019.

(2)	Represents our subsidiaries that have provided guarantees of the obligations of NII Capital Corp. under our 7.625% senior notes due 2021, our 10.0% senior notes due 2016 and our 8.875% notes due 2019.

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(1)	Includes the impact of foreign currency translation adjustments.

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+	Indicates Management Compensatory Plan, Contract or Arrangement.