8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2005

NII HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or otherjurisdiction of
incorporation) 000-32421
(Commission File Number) 91-1671412
(I.R.S. Employer Identification No.)

10700 Parkridge Boulevard, Suite 600, Reston, Virginia        20191
(Address of principal executive offices)                                  (Zip Code)

Registrant’s telephone number, including area code: (703) 390-5100

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

      First Quarter 2005 Results. On April 29, 2005, we issued a press release announcing certain financial and operating results for the three months ended March 31, 2005. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated by reference into this Item 2.02.

     Non-GAAP Reconciliations. As we have previously reported, until September 30, 2004, we presented the financial information of our consolidated foreign operating companies in our consolidated financial statements utilizing accounts as of a date one month earlier than the accounts of the parent company, U.S. subsidiaries and our non-operating non-U.S. subsidiaries, which we refer to as our one-month lag reporting policy. As a result, the financial position, results of operations and cash flows of each of our wholly-owned foreign operating companies in Mexico, Brazil, Argentina, Peru and Chile were presented as of, and for a period ended on, a date that was one month earlier than the date for the financial information relating to our parent company, U.S. subsidiaries and our non-operating non-U.S. subsidiaries.

     Over the past several years, we have redesigned processes to increase the timeliness of internal reporting. We have established common and updated financial information systems. As a result of these improvements, we eliminated the one-month reporting lag on October 1, 2004, effective January 1, 2004, and now report consolidated results using a consistent calendar year reporting period for the entire company. Therefore, our consolidated results for the year ended December 31, 2004 and for each of the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 have all been presented on a calendar basis and are included in Exhibit 99.2 to this report.

     The information that we include in our annual and quarterly earnings releases includes financial information prepared in accordance with accounting principles generally accepted in the United States, or GAAP, as well as other financial measures referred to as non-GAAP, such as consolidated operating income before depreciation and amortization (OIBDA), average monthly revenue per handset/unit in service (ARPU), cost per gross add (CPGA), and net debt to OIBDA. These non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP. We have previously included reconciliations of these non-GAAP measures on a lagged basis in both our earnings releases and through the investor relations link on our web site at www.nii.com. These reconciliations are now being presented on a calendar basis for 2004, consistent with the current presentation of our consolidated results.

     Our non-lagged calendar basis results of operations for the year ended December 31, 2004 and for each of the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004, as well as the reconciliation of our non-GAAP financial measures for the same periods are being furnished as Exhibit 99.2 to this report and are incorporated by reference into this Item 2.02.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits. The following exhibits are being furnished pursuant to Item 2.02 above.

Exhibit No.	Description
99.1	Press Release dated April 29, 2005.
99.2	2004 Consolidated Statements of Operations—Non-Lagged Basis and Reconciliations of Non-GAAP Financial Measures for 2004— Non-Lagged Basis.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NII HOLDINGS, INC.
(Registrant)

By: /s/ ROBERT J. GILKER
     Robert J. Gilker
     Vice President and General Counsel

Date: April 29, 2005

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 29, 2005.
99.2	2004 Consolidated Statements of Operations—Non-Lagged Basis and Reconciliations of Non-GAAP Financial Measures for 2004—Non-Lagged Basis.

EX-99.1

Exhibit 99.1

NII Holdings, Inc.
10700 Parkridge Blvd., Suite 600
Reston, Va. 20191
(703) 390-5100
http://www.nii.com

Contacts:

Investor Relations: Tim Perrott
(703) 390-5113
tim.perrott@nii.com

Media Relations: Claudia E. Restrepo
(786) 251-7020
claudia.restrepo@nii.com

For Immediate Release

NII HOLDINGS ANNOUNCES STRONG RESULTS FOR FIRST QUARTER OF 2005

•   Subscriber additions of 106,500 — a 19% increase over first quarter 2004 resulting in ending subscribers of 1.99 million

•   Consolidated operating revenues of $370 million — a 29% increase over first quarter 2004

•   Consolidated operating income before depreciation and amortization of $100 million — a 23% increase over first quarter 2004

•   Mexico spectrum license transfer completed — adding an average 15MHz per market for less than $4 million, excluding annual fee, bringing NII’s average spectrum position to 20MHz nationwide in Mexico

•   Quarter-end consolidated cash and short-term investments of $335 million

RESTON, Va. — March 29, 2005 — NII Holdings, Inc. [NASDAQ: NIHD] today announced its consolidated financial results for the first quarter of 2005. The Company reported consolidated operating revenues of $370 million, a 29% increase as compared to the first quarter of 2004, and consolidated operating income before depreciation and amortization of $100 million, a 23% increase as compared to the same period last year. The Company added about 106,500 net subscribers to its network during the quarter, an increase of 19% over the first quarter of 2004, resulting in approximately 1.99 million subscribers as of March 31, 2005. The Company generated consolidated operating income of $74 million during the quarter; a 30% increase over the first quarter of 2004 and reported first quarter consolidated net income of $44 million, or $0.64 per basic share. NII Holdings ended the first quarter of 2005 with $335 million in consolidated cash, cash equivalents and short-term investments.

Commencing in the fourth quarter of 2004 and effective for the full year 2004, the Company eliminated its one-month lag financial reporting policy. As such, the results for both the current quarter and comparisons to the prior year in this press release are presented on a calendar year basis.

“NII is off to a terrific start in 2005, driving strong year-over-year growth in subscribers and operating cash flow, while maintaining its operational leadership position in the Latin American wireless market,” said Steve Shindler, NII Holdings’ Chairman and CEO. “As wireless growth accelerates across all of Latin America, NII is in a perfect position to benefit from this growth as well as through the expansion into new markets in Mexico and Brazil.”

NII Holdings’ average monthly revenue per subscriber (ARPU) was $56 for the first quarter, the same as the first quarter of 2004. The Company also reported churn of 1.8% for the first quarter — a 10 basis point improvement year over year — driven by churn reductions in Brazil and Peru. NII Holdings’ consolidated cost per gross add, or CPGA, was $342 for the quarter — a 4% improvement over last year.

“Our profitable growth strategy continues to deliver solid value for our stakeholders,” said Lo van Gemert, NII Holdings’ President and COO. “Subscriber growth was strong during the quarter, driven largely by our operations in Mexico. Nextel Mexico added 54% more subscribers in the first quarter of this year as compared to the preceding fourth quarter in 2004. In addition to solid subscriber growth during the quarter, we generated strong increases in revenues and operational cash flow year-over-year, while improving our subscriber acquisition cost.”

As previously announced, during the quarter, the Company successfully completed the bidding process in the 800 MHz auction in Mexico. As a result, the Company acquired an additional 15 MHz per basic service area, bringing NII Holdings’ average spectrum position to 20 MHz nationwide. The additional licenses cover approximately 43 million potential subscribers, bringing NII Holdings’ total licensed coverage in Mexico to about 97 million subscribers.

“The conclusion of the 800 MHz auction in Mexico has been overwhelmingly positive for NII Holdings, resulting in significantly more spectrum at a small fraction of the cost than we originally anticipated,” said Shindler. “For a price tag of less than $4 million in upfront cost, NII will now have an average spectrum position of 20MHz nationwide in Mexico, providing the raw material to increase our covered footprint by 50%, raising our GDP coverage in Mexico to over 81%, and positioning the Company to achieve the benefits of scale in our largest and most profitable market.”

Subsequent to the quarter and as part of NII’s previously announced expansion plan in Mexico, in April the Company announced that it launched digital service in the Mexican city of Saltillo — one of the most important cities in the northern region of the country — covering the city as well as the highways linking San Luis Potosí — Saltillo — Monterrey with the Nextel Mexico digital network. Saltillo has over 3,200 corporations, including local and multinational firms, has a very strong affinity with Monterrey’s industries and is part of the production chain for many of the companies in Monterrey.

“This is an important milestone in our expansion plan in Mexico,” said Peter Foyo, Nextel Mexico’s President. “Saltillo is an industrial-rich city, with not only strong business affinity with Monterrey, but also strong business ties with the United States. This launch not only adds another important city to the Nextel Mexico network, but also opens up additional opportunities in our existing markets in Northern Mexico.”

Anatel, the Brazilian communications regulator, had on its meeting agenda for April 27, 2005, proposed modifications to regulations that the Company believes were adopted in a form that would provide Nextel Brazil with an equal footing with other mobile carriers with regard to interconnect expenses. Anatel has not, however, published the official notice or the language of the amendment. “Assuming this amendment was adopted, this is a great win for the Company that will further improve our financial performance and create additional growth and investment opportunities within the Brazilian market,” Shindler said. “However we need to await the final official statements from the government.”

Consolidated capital expenditures, including capitalized interest, were $73 million during the first quarter of 2005.

The Company ended the quarter with approximately $605 million in long-term debt, which includes $480 million in convertible notes, $116 million in local currency tower financing obligations and $9 million in capital lease obligations. With quarter-end consolidated cash, cash equivalents and short-term investments of $335 million, the Company’s net debt at the end of the quarter was $270 million, resulting in a net debt to 2005 operating income before depreciation and amortization guidance of about 0.6 times.

In addition to the preliminary results prepared in accordance with accounting principles generally accepted in the United States (GAAP) provided throughout this press release, NII has presented consolidated operating income before depreciation and amortization, ARPU, CPGA and net debt to OIBDA, which are non-GAAP financial measures and should be considered in addition to, but not as substitutes for, the information prepared in accordance with GAAP. Reconciliations from GAAP results to these non-GAAP financial measures are provided in the notes to the attached financial table. To view these and other reconciliations of non-GAAP financial measures that the Company uses and information about how to access the conference call discussing NII’s first quarter results, visit the investor relations link at <http://www.nii.com>.

About NII Holdings, Inc.
NII Holdings, Inc., a publicly held company based in Reston, Va., is a leading provider of mobile communications for business customers in Latin America. NII Holdings, Inc. has operations in Argentina, Brazil, Mexico and Peru, offering a fully integrated wireless communications tool with digital cellular service, text/numeric paging, wireless Internet access and Nextel Direct Connect^®, a digital two-way radio feature. NII Holdings, Inc. trades on the NASDAQ market under the symbol NIHD. Visit the Company’s website at <http://www.nii.com>.

Nextel, the Nextel logo, Nextel Online, Nextel Business Networks and Nextel Direct Connect are trademarks and/or service marks of Nextel Communications, Inc.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. A number of the matters and subject areas discussed in this press release that are not historical or current facts deal with potential future circumstances and developments. The discussion of such matters and subject areas is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from NII Holdings’ actual future experience involving any one or more of such matters and subject areas. NII Holdings has attempted to identify, in context, certain of the factors that it currently believes may cause actual future experience and results to differ from NII Holdings’ current expectations regarding the relevant matter or subject area. Such risks and uncertainties include the economic conditions in our targeted markets, performance of our technologies, timely development and delivery of new technologies, competitive conditions, market acceptance of our services, access to sufficient capital to meet operating and financing needs and those that are described from time to time in NII Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and other reports filed from time to time with the Securities and Exchange Commission. This press release speaks only as of its date, and NII Holdings disclaims any duty to update the information herein.

NII HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(in millions and unaudited)

	Three Months Ended
	March 31,
	2005			2004
Operating revenues
Service and other revenues	$	354.2		$	275.1
Digital handset and accessory revenues		16.0			12.6
		370.2			287.7
Operating expenses
Cost of service (exclusive of depreciation included below)		96.5			72.1
Cost of digital handset and accessory sales		54.2			47.3
Selling, general and administrative		119.2			87.1
Depreciation		24.8			20.0
Amortization		1.3			3.9
		296.0			230.4
Operating income		74.2			57.3
Other income (expense)
Interest expense		(12.8	)		(16.0	)
Interest income		4.5			2.2
Loss on extinguishment of debt, net		—			(79.3	)
Foreign currency transaction gains, net		1.9			6.7
Other expense, net		(2.0	)		(1.0	)
		(8.4	)		(87.4	)
Income (loss)  before income tax provision and cumulative effect of change in accounting principle		65.8			(30.1	)
Income tax provision		(21.4	)		(22.6	)
Income (loss)  before cumulative effect of change in accounting principle		44.4			(52.7	)
Cumulative effect of change in accounting principle, net of income taxes		—			0.9
Net income (loss)	$	44.4		$	(51.8	)
Income (loss) before cumulative effect of change in accounting principle per common share, basic	$	0.64		$	(0.76	)
Cumulative effect of change in accounting principle per common share, basic		—			0.01
Net income (loss) per common share, basic	$	0.64		$	(0.75	)
Income (loss) before cumulative effect of change in accounting principle per common share, diluted	$	0.56		$	(0.76	)
Cumulative effect of change in accounting principle per common share, diluted		—			0.01
Net income (loss) per common share, diluted	$	0.56		$	(0.75	)
Weighted average number of common shares outstanding, basic		70			69
Weighted average number of common shares outstanding, diluted		86			69

CONSOLIDATED BALANCE SHEET DATA
(in millions)

	March 31,		December 31,
	2005		2004
	(unaudited)
Cash, cash equivalents and short-term investments	$	334.5	$	369.4
Accounts receivable, less allowance for doubtful accounts of $9.8 and $8.1		167.5		160.7
Property, plant and equipment, net		606.4		558.2
Intangible assets, net		70.8		68.0
Total assets		1,514.5		1,491.3
Long-term debt, including current portion		607.0		598.2
Total liabilities		1,054.1		1,069.3

NII HOLDINGS, INC. AND SUBSIDIARIES
OPERATING RESULTS AND METRICS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)

NII Holdings, Inc.
(subscribers in thousands)

	Three Months Ended March 31,
	2005			2004
Total digital subscribers (as of March 31)		1,985.0			1,553.2
Net subscriber additions		106.5			89.2
Churn (%)		1.8	%		1.9	%
Average monthly revenue per handset/unit in service (ARPU) (1)	$	56		$	56
Cost per gross add (CPGA) (1)	$	342		$	355

Nextel Mexico
(dollars in millions, except ARPU and CPGA, and subscribers in thousands)

	Three Months Ended
	March 31,
	2005			2004
Operating revenues
Service and other revenues	$	212.9		$	173.4
Digital handset and accessory revenues		5.1			5.1
		218.0			178.5
Operating expenses
Cost of service		37.3			30.5
Cost of digital handset and accessory sales		28.7			25.1
Selling, general and administrative		60.7			46.6
Depreciation and amortization		15.1			17.5
		141.8			119.7
Operating income	$	76.2		$	58.8
Total digital subscribers (as of March 31)		882.6			702.9
Net subscriber additions		47.3			45.1
Churn (%)		1.8	%		1.9	%
ARPU (1)	$	76		$	78
CPGA (1)	$	482		$	461

Nextel Brazil
(dollars in millions, except ARPU and CPGA, and subscribers in thousands)

	Three Months Ended
	March 31,
	2005			2004
Operating revenues
Service and other revenues	$	62.2		$	41.8
Digital handset and accessory revenues		5.2			3.4
		67.4			45.2
Operating expenses
Cost of service		30.7			18.7
Cost of digital handset and accessory sales		12.8			11.0
Selling, general and administrative		20.9			12.7
Depreciation and amortization		5.3			2.6
		69.7			45.0
Operating (loss) income	$	(2.3	)	$	0.2
Total digital subscribers (as of March 31)		503.7			400.2
Net subscriber additions		23.1			15.8
Churn (%)		2.1	%		2.3	%
ARPU (1)	$	38		$	33
CPGA (1)	$	240		$	259

Nextel Argentina
(dollars in millions, except ARPU and CPGA, and subscribers in thousands)

	Three Months Ended
	March 31,
	2005			2004
Operating revenues
Service and other revenues	$	53.9		$	37.2
Digital handset and accessory revenues		4.6			3.5
		58.5			40.7
Operating expenses
Cost of service		19.4			13.9
Cost of digital handset and accessory sales		8.6			7.2
Selling, general and administrative		14.7			10.5
Depreciation and amortization		3.4			2.5
		46.1			34.1
Operating income	$	12.4		$	6.6
Total digital subscribers (as of March 31)		400.6			296.2
Net subscriber additions		22.9			21.4
Churn (%)		1.2	%		1.1	%
ARPU (1)	$	40		$	38
CPGA (1)	$	190		$	195

Nextel Peru
(dollars in millions, except ARPU and CPGA, and subscribers in thousands)

	Three Months Ended
	March 31,
	2005			2004
Operating revenues
Service and other revenues	$	24.9		$	22.5
Digital handset and accessory revenues		1.1			0.5
		26.0			23.0
Operating expenses
Cost of service		8.7			8.8
Cost of digital handset and accessory sales		4.2			4.0
Selling, general and administrative		7.8			6.7
Depreciation and amortization		1.9			1.2
		22.6			20.7
Operating income	$	3.4		$	2.3
Total digital subscribers (as of March 31)		198.1			153.9
Net subscriber additions		13.2			6.9
Churn (%)		1.9	%		2.4	%
ARPU (1)	$	41		$	47
CPGA (1)	$	214		$	298

     (1) For information regarding ARPU and CPGA, see “Non-GAAP Reconciliations for the Three Months Ended March 31, 2005 and 2004” included in this release.

NON-GAAP RECONCILIATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(UNAUDITED)

Operating Income Before Depreciation and Amortization

Consolidated operating income before depreciation and amortization, or OIBDA, represents operating income before depreciation and amortization expense. Consolidated OIBDA is not a measurement under accounting principles generally accepted in the United States, may not be similar to consolidated OIBDA measures of other companies and should be considered in addition to, but not as a substitute for, the information contained in our statements of operations. We believe that consolidated OIBDA provides useful information to investors because it is an indicator of operating performance, especially in a capital intensive industry such as ours, since it excludes items that are not directly attributable to ongoing business operations. Our consolidated OIBDA calculations are commonly used as some of the bases for investors, analysts and credit rating agencies to evaluate and compare the periodic and future operating performance and value of companies within the wireless telecommunications industry. Consolidated OIBDA can be reconciled to our consolidated statements of operations as follows (in millions):

NII Holdings, Inc.
	Three Months Ended
	March 31,
	2005		2004
Consolidated operating income	$	74.2	$	57.3
Consolidated depreciation		24.8		20.0
Consolidated amortization		1.3		3.9
Consolidated operating income before depreciation and amortization	$	100.3	$	81.2

NII Holdings, Inc.
	Guidance
	Estimate for
	the Year
	Ended
	December 31,
	2005
Consolidated operating income	$	329.0
Consolidated depreciation		116.0
Consolidated amortization		5.0
Consolidated operating income before depreciation and amortization	$	450.0

Average Monthly Revenue Per Handset/Unit in Service (ARPU)

Average monthly revenue per handset/unit in service, or ARPU, is an industry term that measures service revenues, which we refer to as subscriber revenues, per period from our customers divided by the weighted average number of handsets in commercial service during that period. ARPU is not a measurement under accounting principles generally accepted in the United States, may not be similar to ARPU measures of other companies and should be considered in addition to, but not as a substitute for, the information contained in our statements of operations. We believe that ARPU provides useful information concerning the appeal of our rate plans and service offerings and our performance in attracting and retaining high value customers. Other revenue includes revenues for such services as roaming, service and repair, cancellation fees, analog and other. ARPU can be calculated and reconciled to our consolidated statements of operations as follows (in millions, except ARPU):

NII Holdings, Inc.
	Three Months Ended
	March 31,
	2005			2004
Consolidated service and other revenues	$	354.2		$	275.1
Less: consolidated analog revenues		(2.5	)		(2.3	)
Less: consolidated other revenues		(30.0	)		(22.1	)
Total consolidated subscriber revenues	$	321.7		$	250.7
ARPU calculated with subscriber revenues	$	56		$	56
ARPU calculated with service and other revenues	$	61		$	61

Nextel Mexico
	Three Months Ended
	March 31,
	2005			2004
Service and other revenues	$	212.9		$	173.4
Less: analog revenues		(1.4	)		(1.3	)
Less: other revenues		(15.7	)		(13.6	)
Total subscriber revenues	$	195.8		$	158.5
ARPU calculated with subscriber revenues	$	76		$	78
ARPU calculated with service and other revenues	$	83		$	85

Nextel Brazil
	Three Months Ended
	March 31,
	2005			2004
Service and other revenues	$	62.2		$	41.8
Less: analog revenues		(0.6	)		(0.5	)
Less: other revenues		(5.7	)		(2.6	)
Total subscriber revenues	$	55.9		$	38.7
ARPU calculated with subscriber revenues	$	38		$	33
ARPU calculated with service and other revenues	$	42		$	36

Nextel Argentina
	Three Months Ended
	March 31,
	2005			2004
Service and other revenues	$	53.9		$	37.2
Less: other revenues		(7.1	)		(4.7	)
Total subscriber revenues	$	46.8		$	32.5
ARPU calculated with subscriber revenues	$	40		$	38
ARPU calculated with service and other revenues	$	46		$	44

Nextel Peru
	Three Months Ended
	March 31,
	2005			2004
Service and other revenues	$	24.9		$	22.5
Less: analog revenues		—			(0.1	)
Less: other revenues		(1.7	)		(1.4	)
Total subscriber revenues	$	23.2		$	21.0
ARPU calculated with subscriber revenues	$	41		$	47
ARPU calculated with service and other revenues	$	44		$	50

Cost per Gross Add (CPGA)

Cost per gross add, or CPGA, is an industry term that is calculated by dividing our selling, marketing and handset and accessory subsidy costs, excluding costs unrelated to initial customer acquisition, by our new subscribers during the period, or gross adds. CPGA is not a measurement under accounting principles generally accepted in the United States, may not be similar to CPGA measures of other companies and should be considered in addition to, but not as a substitute for, the information contained in our statements of operations. We believe CPGA is a measure of the relative cost of customer acquisition. CPGA can be calculated and reconciled to our consolidated statements of operations as follows (in millions, except CPGA):

NII Holdings, Inc.
	Three Months Ended
	March 31,
	2005			2004
Consolidated digital handset and accessory revenues	$	16.0		$	12.6
Less: consolidated cost of handset and accessory sales		54.2			47.3
Consolidated handset subsidy costs		38.2			34.7
Consolidated selling and marketing		45.0			37.1
Costs per statement of operations		83.2			71.8
Less: consolidated costs unrelated to initial customer acquisition		(11.5	)		(10.2	)
Customer acquisition costs	$	71.7		$	61.6
Cost per Gross Add	$	342		$	355

Nextel Mexico
	Three Months Ended
	March 31,
	2005			2004
Digital handset and accessory revenues	$	5.1		$	5.1
Less: cost of handset and accessory sales		28.7			25.1
Handset subsidy costs		23.6			20.0
Selling and marketing		29.2			23.9
Costs per statement of operations		52.8			43.9
Less: costs unrelated to initial customer acquisition		(7.2	)		(5.5	)
Customer acquisition costs	$	45.6		$	38.4
Cost per Gross Add	$	482		$	461

Nextel Brazil
	Three Months Ended
	March 31,
	2005			2004
Digital handset and accessory revenues	$	5.2		$	3.4
Less: cost of handset and accessory sales		12.8			11.0
Handset subsidy costs		7.6			7.6
Selling and marketing		7.5			6.2
Costs per statement of operations		15.1			13.8
Less: costs unrelated to initial customer acquisition		(2.0	)		(2.9	)
Customer acquisition costs	$	13.1		$	10.9
Cost per Gross Add	$	240		$	259

Nextel Argentina
	Three Months Ended
	March 31,
	2005			2004
Digital handset and accessory revenues	$	4.6		$	3.5
Less: cost of handset and accessory sales		8.6			7.2
Handset subsidy costs		4.0			3.7
Selling and marketing		4.4			3.1
Costs per statement of operations		8.4			6.8
Less: costs unrelated to initial customer acquisition		(1.5	)		(0.8	)
Customer acquisition costs	$	6.9		$	6.0
Cost per Gross Add	$	190		$	195

Nextel Peru
	Three Months Ended
	March 31,
	2005			2004
Digital handset and accessory revenues	$	1.1		$	0.5
Less: cost of handset and accessory sales.		4.2			4.0
Handset subsidy costs		3.1			3.5
Selling and marketing		2.8			2.7
Costs per statement of operations		5.9			6.2
Less: costs unrelated to initial customer acquisition		(0.7	)		(1.0	)
Customer acquisition costs	$	5.2		$	5.2
Cost per Gross Add	$	214		$	298

Net Debt

Net debt represents total long-term debt less cash, cash equivalents and short-term investments. Net debt to consolidated operating income before depreciation and amortization represents net debt divided by consolidated operating income before depreciation and amortization. Net debt is not a measurement under accounting principles generally accepted in the United States, may not be similar to net debt measures of other companies and should be considered in addition to, but not as a substitute for, the information contained in our balance sheets. We believe that net debt and net debt to consolidated operating income before depreciation and amortization provide useful information concerning our liquidity and leverage. Net debt as of March 31, 2005 can be calculated as follows (in millions):

Total long-term debt	$	605.0
Less: cash, cash equivalents and short-term investments		(334.5	)
Net debt	$	270.5

Net debt to consolidated OIBDA guidance and net debt to consolidated operating income guidance for the year ended December 31, 2005 are as follows:

Net debt to consolidated operating income before depreciation and amortization guidance	0.6
Net debt to consolidated operating income guidance	0.8

EX-99.2

Exhibit 99.2

NII HOLDINGS, INC. AND SUBSIDIARIES
2004 CONSOLIDATED STATEMENTS OF OPERATIONS — NON-LAGGED BASIS
(in millions and unaudited)

													For the Year
	For the Three Months Ended												Ended
	March 31,			June 30,			September 30,			December 31,			December 31,
Operating revenues
Service and other revenues	$	275.1		$	288.2		$	306.7		$	344.8		$	1,214.8
Digital handset and accessory revenues		12.6			15.7			18.7			18.1			65.1
		287.7			303.9			325.4			362.9			1,279.9
Operating expenses
Cost of service (exclusive of depreciation included below)		72.1			77.4			87.5			95.5			332.5
Cost of digital handset and accessory sales		47.3			51.2			52.1			56.5			207.1
Selling, general and administrative		87.1			93.6			104.9			106.0			391.6
Depreciation		20.0			20.6			21.4			22.1			84.1
Amortization		3.9			3.4			3.4			3.5			14.2
		230.4			246.2			269.3			283.6			1,029.5
Operating income		57.3			57.7			56.1			79.3			250.4
Other income (expense)
Interest income (expense)		(16.0	)		(10.9	)		(11.5	)		(16.7	)		(55.1	)
Interest income		2.2			3.2			3.8			3.5			12.7
Loss on extinguishment of debt, net		(79.3	)		—			—			—			(79.3	)
Foreign currency transaction gains (losses), net		6.7			1.6			(0.9	)		1.8			9.2
Other (expense) income, net		(1.0	)		2.7			(1.9	)		(2.1	)		(2.3	)
		(87.4	)		(3.4	)		(10.5	)		(13.5	)		(114.8	)
(Loss) income before income tax provision and cumulative effect of change in accounting principle		(30.1	)		54.3			45.6			65.8			135.6
Income tax provision		(22.6	)		(24.5	)		(23.0	)		(9.1	)		(79.2	)
(Loss) income before cumulative effect of change in accounting principle		(52.7	)		29.8			22.6			56.7			56.4
Cumulative effect of change in accounting principle, net of income taxes		0.9			—			—			—			0.9
Net (loss) income	$	(51.8	)	$	29.8		$	22.6		$	56.7		$	57.3
(Loss) income before cumulative effect of change in accounting principle per common share, basic	$	(0.76	)	$	0.43		$	0.32		$	0.81		$	0.8
Cumulative effect of change in accounting principle per common share, basic		0.01			—			—			—			0.01
Net (loss) income per common share, basic	$	(0.75	)	$	0.43		$	0.32		$	0.81		$	0.82
(Loss) income before cumulative effect of change in accounting principle per common share, diluted	$	(0.76	)	$	0.40		$	0.31		$	0.71		$	0.78
Cumulative effect of change in accounting principle per common share, diluted		0.01			—			—			—			0.01
Net (loss) income per common share, diluted	$	(0.75	)	$	0.40		$	0.31		$	0.71		$	0.79
Weighted average number of common shares outstanding, basic		69			70			70			70			70
Weighted average number of common shares outstanding, diluted		69			85			85			85			73

NII Holdings, Inc.
Reconciliations of Non-GAAP Financial Measures for 2004 — Non-Lagged Basis
(dollars in thousands, except for per subscriber data and metrics, unaudited)

The tables below include financial information prepared in accordance with accounting principles generally accepted in the United States, or GAAP, as well as other financial measures referred to as non-GAAP. These non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP.

     “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. The following reconciliations of non-GAAP financial measures include forward looking statements with respect to the information identified as Guidance. NII Holdings, Inc. has made a number of assumptions, which may or may not prove to be correct, in preparing this Guidance. We caution you that these forward-looking statements are only predictions, which are subject to risks and uncertainties, including technical uncertainties, financial variations, changes in the regulatory environment, industry growth and trend predictions. We have attempted to identify, in context, some of the factors that we currently believe may cause actual future experience and results to differ from our current expectations regarding the relevant matter or subject area. The operation and results of our wireless communications business also may be subject to the effects of other risks and uncertainties including, but not limited to:

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

•   general economic conditions in Latin America and in the market segments that we are targeting for our digital mobile services;

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

•   substantive terms of any international financial aid package that may be made available to any country in which our operating companies conduct business;

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

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

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

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

•   future legislation or regulatory actions relating to our specialized mobile radio services, other wireless communication services or telecommunications generally;

•   the ability to achieve and maintain market penetration and average subscriber revenue levels sufficient to provide financial viability to our digital mobile 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, including Nextel Worldwide^SM and Nextel Online^SM;

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

•   other risks and uncertainties described from time to time in our reports filed with the Securities and Exchange Commission.

1

(1)   Consolidated operating income before depreciation and amortization, or OIBDA, represents operating income before depreciation and amortization expense. Consolidated OIBDA per subscriber represents consolidated OIBDA divided by the weighted average number of handsets in commercial service during the period. Consolidated OIBDA and consolidated OIBDA per subscriber are not measurements under accounting principles generally accepted in the United States, may not be similar to consolidated OIBDA measures of other companies and should be considered in addition to, but not as a substitute for, the information contained in our statements of operations. We believe that consolidated OIBDA and consolidated OIBDA per subscriber provide useful information to investors because they are indicators of operating performance, especially in a capital intensive industry such as ours, since they exclude items that are not directly attributable to ongoing business operations. Our consolidated OIBDA and consolidated OIBDA per subscriber calculations are commonly used as some of the bases for investors, analysts and credit rating agencies to evaluate and compare the periodic and future operating performance and value of companies within the wireless telecommunications industry. Consolidated OIBDA and consolidated OIBDA per subscriber can be reconciled to our consolidated statements of operations as follows:

									For the Year
	For the Three Months Ended								Ended
	March 31,		June 30,		September 30,		December 31,		December 31,
	2004		2004		2004		2004		2004
Consolidated operating income	$	57,273	$	57,713	$	56,052	$	79,325	$	250,363
Consolidated depreciation and amortization		23,964		23,975		24,838		25,598		98,375
Consolidated operating income before depreciation and amortization	$	81,237	$	81,688	$	80,890	$	104,923	$	348,738
Consolidated operating income before depreciation and amortization per subscriber	$	18	$	17	$	16	$	19
Consolidated operating income per subscriber	$	13	$	12	$	11	$	14

(2)   Adjusted net income represents our net income or loss excluding certain gains, losses and other charges that do not relate to the ongoing operations of our wireless business. Adjusted net income as defined above may not be similar to adjusted net income measures of other companies, is not a measurement under accounting principles generally accepted in the United States and should be considered in addition to, but not as a substitute for, the information contained in our statement of operations. We believe that adjusted net income is useful because it allows investors to evaluate our operating results and related financial performance for different periods on a more comparable basis by excluding items that do not relate to the ongoing operations of our wireless business. Adjusted net income and adjusted net income per basic share can be reconciled to our net loss and our net loss per basic share as follows:

	For the Year
	Ended
	December 31, 2004
				Per Basic Share
Net income	$	57,289		$	0.82
Loss on early extinguishment of debt, net		79,327			1.14
Cumulative effect of change in accounting principle, net		(970	)		(0.01	)
Adjusted net income	$	135,646		$	1.95

2

(3)   Net income excluding the net gain on early extinguishment of debt and the effect of foreign currency represents net income excluding gains and losses related to foreign currency transactions. Net income excluding the net gain on early extinguishment of debt and the effect of foreign currency as defined above may not be similar to net income excluding the net gain on early extinguishment of debt and the effect of foreign currency measures of other companies, is not a measurement under accounting principles generally accepted in the United States and should be considered in addition to, but not as a substitute for, the information contained in our statement of operations. We believe that net income excluding the net gain on early extinguishment of debt and the effect of foreign currency is useful because it allows investors to evaluate our operating results and related financial performance for different periods on a more comparable basis by excluding foreign currency transaction gains and losses that may affect our net income. Net income excluding the net gain on early extinguishment of debt and the effect of foreign currency and net income excluding the net gain on early extinguishment of debt and the effect of foreign currency per basic share can be reconciled to our net income and our net income per basic share as follows:

	For the Three Months Ended
	June 30, 2004						June 30, 2003
				Per Basic Share						Per Basic Share
Net income	$	29,767		$	0.43		$	11,475		$	0.19
Foreign currency transaction gains, net		(1,551	)		(0.02	)		(22,918	)		(0.38	)
Adjusted net income	$	28,216		$	0.41		$	(11,443	)	$	(0.19	)

	For the Three Months Ended
	September 30, 2004				September 30, 2003
			Per Basic Share					Per Basic Share
Net income	$	22,606	$	0.32	$	48,382		$	0.77
Gain on early extinguishment of debt, net		—		—		(22,404	)		(0.36	)
Foreign currency transaction losses, net		841		0.02		2,358			0.04
Adjusted net income	$	23,447	$	0.34	$	28,336		$	0.45

(4)   Average monthly revenue per handset/unit in service, or ARPU, is an industry term that measures service revenues per period from our customers divided by the weighted average number of handsets in commercial service during that period. ARPU is not a measurement under accounting principles generally accepted in the United States, may not be similar to ARPU measures of other companies and should be considered in addition to, but not as a substitute for, the information contained in our statements of operations. We believe that ARPU provides useful information concerning the appeal of our rate plans and service offerings and our performance in attracting and retaining high value customers. Other revenue includes revenues for such services as roaming, service and repair, cancellation fees, analog and other. ARPU can be calculated and reconciled to our consolidated statement of operations as follows:

     a. Consolidated

													For the Year
	For the Three Months Ended												Ended
	March 31,			June 30,			September 30,			December 31,			December 31,
	2004			2004			2004			2004			2004
Digital service and other revenues	$	275,105		$	288,251		$	306,703		$	344,778		$	1,214,837
Less: analog revenues		(2,320	)		(2,274	)		(2,172	)		(2,352	)		(9,118	)
Less: other revenues		(22,061	)		(22,266	)		(25,058	)		(28,483	)		(97,868	)
Total subscriber revenues	$	250,724		$	263,711		$	279,473		$	313,943		$	1,107,851
ARPU calculated with subscriber revenues	$	56		$	55		$	54		$	57		$	55
ARPU calculated with digital service and other revenues	$	61		$	60		$	60		$	63		$	61

     b. Nextel Mexico

3

													For the Year
	For the Three Months Ended												Ended
	March 31,			June 30,			September 30,			December 31,			December 31,
	2004			2004			2004			2004			2004
Digital service and other revenues	$	173,393		$	180,407		$	187,610		$	208,513		$	749,923
Less: analog revenues		(1,308	)		(1,278	)		(1,159	)		(1,244	)		(4,989	)
Less: other revenues		(13,595	)		(12,739	)		(14,021	)		(14,951	)		(55,306	)
Total subscriber revenues	$	158,490		$	166,390		$	172,430		$	192,318		$	689,628
ARPU calculated with subscriber revenues	$	78		$	76		$	74		$	78		$	77
ARPU calculated with digital service and other revenues	$	85		$	83		$	81		$	85		$	83

c. Nextel Brazil

													For the Year
	For the Three Months Ended												Ended
	March 31,			June 30,			September 30,			December 31,			December 31,
	2004			2004			2004			2004			2004
Digital service and other revenues	$	41,815		$	43,053		$	49,564		$	58,398		$	192,830
Less: analog revenues		(536	)		(576	)		(591	)		(635	)		(2,338	)
Less: other revenues		(2,609	)		(3,047	)		(4,099	)		(5,357	)		(15,112	)
Total subscriber revenues	$	38,670		$	39,430		$	44,874		$	52,406		$	175,380
ARPU calculated with subscriber revenues	$	33		$	32		$	34		$	37		$	34
ARPU calculated with digital service and other revenues	$	36		$	35		$	38		$	42		$	38

     d. Nextel Argentina

													For the Year
	For the Three Months Ended												Ended
	March 31,			June 30,			September 30,			December 31,			December 31,
	2004			2004			2004			2004			2004
Digital service and other revenues	$	37,181		$	41,728		$	45,989		$	52,760		$	177,658
Less: other revenues		(4,645	)		(5,139	)		(5,542	)		(6,704	)		(22,030	)
Total subscriber revenues	$	32,536		$	36,589		$	40,447		$	46,056		$	155,628
ARPU calculated with subscriber revenues	$	38		$	40		$	40		$	42		$	40
ARPU calculated with digital service and other revenues	$	44		$	45		$	46		$	48		$	46

4

     e. Nextel Peru

													For the Year
	For the Three Months Ended												Ended
	March 31,			June 30,			September 30,			December 31,			December 31,
	2004			2004			2004			2004			2004
Digital service and other revenues	$	22,443		$	22,819		$	23,289		$	24,777		$	93,328
Less: analog revenues		(64	)		(56	)		(45	)		(52	)		(217	)
Less: other revenues		(1,351	)		(1,461	)		(1,522	)		(1,562	)		(5,896	)
Total subscriber revenues	$	21,028		$	21,302		$	21,722		$	23,163		$	87,215
ARPU calculated with subscriber revenues	$	47		$	45		$	43		$	43		$	44
ARPU calculated with digital service and other revenues	$	50		$	48		$	46		$	46		$	47

(5)   Cost per gross add, or CPGA, is an industry term that is calculated by dividing our selling, marketing and handset and accessory subsidy costs, excluding costs unrelated to initial customer acquisition, by our new subscribers during the period, or gross adds. CPGA is not a measurement under accounting principles generally accepted in the United States, may not be similar to CPGA measures of other companies and should be considered in addition to, but not as a substitute for, the information contained in our statements of operations. We believe CPGA is a measure of the relative cost of customer acquisition. CPGA can be calculated and reconciled to our consolidated statements of operations as follows:

     a. Consolidated

													For the Year
	For the Three Months Ended												Ended
	March 31,			June 30,			September 30,			December 31,			December 31,
	2004			2004			2004			2004			2004
Handset and accessory revenues	$	12,586		$	15,645		$	18,721		$	18,119		$	65,071
Less: cost of handset and accessory revenues		47,270			51,182			52,136			56,524			207,112
Handset subsidy costs		34,684			35,537			33,415			38,405			142,041
Selling and marketing		37,099			40,068			42,454			42,722			162,343
Costs per statement of operations		71,783			75,605			75,869			81,127			304,384
Less: costs unrelated to initial customer acquisition		(10,230	)		(9,395	)		(8,770	)		(15,405	)		(43,800	)
Customer acquisition costs	$	61,553		$	66,210		$	67,099		$	65,722		$	260,584
Cost per Gross Add	$	355		$	334		$	323		$	344		$	338

5

     b. Nextel Mexico

													For the Year
	For the Three Months Ended												Ended
	March 31,			June 30,			September 30,			December 31,			December 31,
	2004			2004			2004			2004			2004
Handset and accessory revenues	$	5,134		$	5,184		$	7,814		$	7,870		$	26,002
Less: cost of handset and accessory revenues		25,064			26,210			28,371			30,760			110,405
Handset subsidy costs		19,930			21,026			20,557			22,890			84,403
Selling and marketing		23,912			24,856			26,912			25,823			101,503
Costs per statement of operations		43,842			45,882			47,469			48,713			185,906
Less: costs unrelated to initial customer acquisition		(5,471	)		(5,540	)		(5,478	)		(10,547	)		(27,036	)
Customer acquisition costs	$	38,371		$	40,342		$	41,991		$	38,166		$	158,870
Cost per Gross Add	$	461		$	458		$	458		$	510		$	470

     c. Nextel Brazil

													For the Year
	For the Three Months Ended												Ended
	March 31,			June 30,			September 30,			December 31,			December 31,
	2004			2004			2004			2004			2004
Handset and accessory revenues	$	3,432		$	5,481		$	5,662		$	4,611		$	19,186
Less: cost of handset and accessory revenues		11,044			13,951			13,378			11,832			50,205
Handset subsidy costs		7,612			8,470			7,716			7,221			31,019
Selling and marketing		6,240			7,279			7,605			8,037			29,161
Costs per statement of operations		13,852			15,749			15,321			15,258			60,180
Less: costs unrelated to initial customer acquisition		(2,900	)		(2,843	)		(2,006	)		(1,769	)		(9,518	)
Customer acquisition costs	$	10,952		$	12,906		$	13,315		$	13,489		$	50,662
Cost per Gross Add	$	259		$	245		$	229		$	254		$	246

     d. Nextel Argentina

													For the Year
	For the Three Months Ended												Ended
	March 31,			June 30,			September 30,			December 31,			December 31,
	2004			2004			2004			2004			2004
Handset and accessory revenues	$	3,495		$	4,455		$	4,484		$	4,707		$	17,141
Less: cost of handset and accessory revenues		7,140			7,879			7,310			10,694			33,023
Handset subsidy costs		3,645			3,424			2,826			5,987			15,882
Selling and marketing		3,180			3,815			4,326			4,924			16,245
Costs per statement of operations		6,825			7,239			7,152			10,911			32,127
Less: costs unrelated to initial customer acquisition		(816	)		(418	)		(808	)		(2,632	)		(4,674	)
Customer acquisition costs	$	6,009		$	6,821		$	6,344		$	8,279		$	27,453
Cost per Gross Add	$	195		$	185		$	168		$	196		$	186

6

     e. Nextel Peru

													For the Year
	For the Three Months Ended												Ended
	March 31,			June 30,			September 30,			December 31,			December 31,
	2004			2004			2004			2004			2004
Handset and accessory revenues	$	525		$	525		$	761		$	931		$	2,742
Less: cost of handset and accessory revenues		4,022			3,142			3,077			3,238			13,479
Handset subsidy costs		3,497			2,617			2,316			2,307			10,737
Selling and marketing		2,650			3,077			2,589			2,457			10,773
Costs per statement of operations		6,147			5,694			4,905			4,764			21,510
Less: costs unrelated to initial customer acquisition		(975	)		(524	)		(391	)		(345	)		(2,235	)
Customer acquisition costs	$	5,172		$	5,170		$	4,514		$	4,419		$	19,275
Cost per Gross Add	$	298		$	245		$	227		$	209		$	242

(6)   Net debt represents consolidated long-term debt less consolidated cash, cash equivalents and short-term investments. Net debt to consolidated operating income before depreciation and amortization represents net debt divided by consolidated operating income before depreciation and amortization. Net debt is not a measurement under accounting principles generally accepted in the United States, may not be similar to net debt measures of other companies and should be considered in addition to, but not as a substitute for, the information contained in our balance sheets. We believe that net debt and net debt to consolidated operating income before depreciation and amortization provide useful information concerning our liquidity and leverage. Net debt can be calculated as follows:

	As of March 31,			As of June 30,			As of September 30,			As of December 31,
	2004			2004			2004			2004
Consolidated long-term debt	$	641,513		$	640,277		$	592,400		$	596,194
Less: consolidated cash, cash equivalents and short-term investments		(413,000	)		(399,837	)		(357,022	)		(369,385	)
Net debt	$	228,513		$	240,440		$	235,378		$	226,809

Net debt to consolidated OIBDA and net debt to consolidated operating income are calculated as follows:

	As of March 31,		As of June 30,		As of September 30,		As of December 31,
	2004		2004		2004		2004
Net debt to consolidated operating income before depreciation and amortization		0.71		0.73		0.71		0.65
Net debt to consolidated operating income		1.10		1.16		1.14		0.91

7

(7)   Lifetime revenue per subscriber, or LRS, is calculated by dividing ARPU by the customer churn rate. The customer churn rate is an indicator of customer retention and represents the monthly percentage of the customer base that disconnects from service. Customer churn is calculated by dividing the number of handsets disconnected from commercial service during the period by the average number of handsets in commercial service during the period. LRS is not a measurement under accounting principles generally accepted in the United States, may not be similar to LRS measures of other companies and should be considered in addition to, but not as a substitute for, the information contained in our statements of operations. We believe LRS is an indicator of the expected lifetime revenue of our subscribers, assuming that churn and ARPU remain constant as indicated. Based on ARPU calculated and reconciled under (4), LRS is as follows:

     a. Consolidated

									For the Year
	For the Three Months Ended								Ended
	March 31,		June 30,		September 30,		December 31,		December 31,
	2004		2004		2004		2004		2004
Lifetime subscriber revenue per subscriber	$	2,972	$	3,021	$	3,151	$	3,278	$	3,111
Lifetime digital service and other revenue per subscriber	$	3,261	$	3,302	$	3,458	$	3,600	$	3,411

     b. Nextel Mexico

									For the Year
	For the Three Months Ended								Ended
	March 31,		June 30,		September 30,		December 31,		December 31,
	2004		2004		2004		2004		2004
Lifetime subscriber revenue per subscriber	$	4,170	$	4,396	$	4,289	$	4,371	$	4,309
Lifetime digital service and other revenue per subscriber	$	4,562	$	4,766	$	4,667	$	4,739	$	4,685

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