10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to
Commission file number 0-32421

NII HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	91-1671412
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
1875 Explorer Street, Suite 800 Reston, Virginia  (Address of principal executive offices)	20190  (Zip Code)

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2014: $94,798,954

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ    No o

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

	Number of Shares Outstanding
Title of Class	on February 28, 2015
Common Stock, $0.001 par value per share	172,363,259

NII HOLDINGS, INC.

TABLE OF CONTENTS

Item	Description	Page
PART I
1.	Business	3
1A.	Risk Factors	20
1B.	Unresolved Staff Comments	33
2.	Properties	33
3.	Legal Proceedings	33
4.	Mine Safety Disclosures	34
PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	35
6.	Selected Financial Data	37
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
7A.	Quantitative and Qualitative Disclosures About Market Risk	71
8.	Financial Statements and Supplementary Data	71
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	71
9A.	Controls and Procedures	72
9B.	Other Information	73
PART III
10.	Directors, Executive Officers of the Registrant and Corporate Governance	74
11.	Executive Compensation	78
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	97
13.	Certain Relationships and Related Transactions, and Director Independence	98
14.	Principal Accountant Fees and Services	99
PART IV
15.	Exhibits, Financial Statement Schedules	101

2

PART I

Item 1. Business

Corporate History

We were originally organized in 1995 as a holding company for the operations of Nextel Communications, Inc. in selected international markets. The corporation that is currently known as NII Holdings, Inc. was incorporated in Delaware in 2000 as Nextel International, Inc. In December 2001, we changed our name from Nextel International, Inc. to NII Holdings, Inc. Our principal executive office is located at 1875 Explorer Street, Suite 800, Reston, Virginia 20190. Our telephone number at that location is (703) 390-5100. Unless the context requires otherwise, “NII Holdings, Inc.,” “NII Holdings,” “we,” “our,” “us” and “the Company” refer to the combined businesses of NII Holdings, Inc. and its consolidated subsidiaries. We refer to our operating companies by the countries in which they operate, such as Nextel Brazil, Nextel Mexico and Nextel Argentina. For financial information about our operating companies, see Note 15 to our consolidated financial statements included at the end of this annual report on Form 10-K.

Except as otherwise indicated, all amounts are expressed in United States, or U.S., dollars and references to “dollars” and “$” are to U.S. dollars. All historical financial statements contained in this report are prepared in accordance with accounting principles generally accepted in the U.S.

Business Update

Chapter 11 Filing

On September 15, 2014, NII Holdings, Inc. and eight of its U.S. and Luxembourg-domiciled subsidiaries, including NII Capital Corp. and Nextel International Telecom, S.C.A, or NIIT, filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the United States Bankruptcy Code, which we refer to as Chapter 11, in the United States Bankruptcy Court for the Southern District of New York, which we refer to as the Bankruptcy Court. Since September 15, 2014, five additional subsidiaries of NII Holdings, Inc. have filed voluntary petitions seeking relief under Chapter 11 in the Bankruptcy Court, with four subsidiaries filing on October 8, 2014 and one subsidiary filing on January 25, 2015. The entities that have filed petitions seeking relief under Chapter 11, which we refer to collectively as the debtors, continue to operate as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Our operating subsidiaries in Brazil, Mexico and Argentina are not debtors in the Chapter 11 cases.

Under Chapter 11, we are permitted to continue to operate our business and manage our properties in the ordinary course of business without prior approval from the Bankruptcy Court. Transactions outside the ordinary course of business proposed to be undertaken by any of the debtors, including certain types of capital expenditures, as well as certain sales of assets, certain requests for additional financings and certain other arrangements, including material changes to agreements and employee compensation arrangements, require approval by the Bankruptcy Court. There can be no assurance that the Bankruptcy Court will grant any requests for such approvals. On October 14, 2014, the Bankruptcy Court issued a final order permitting us to pay pre-petition salaries, wages and benefits to all employees of our debtor entities and authorized the payment of certain other pre-petition claims, in limited circumstances, to avoid undue disruption to our operations.

On November 24, 2014, certain of the holders of the senior notes issued by NII Capital Corp. and NIIT, certain other creditors and the official committee of unsecured creditors appointed in the Chapter 11 cases, which we refer to as the Committee, reached agreement regarding the terms of a plan of reorganization, which we refer to as the Original Plan, and the debtors, consenting parties and the Committee entered into a plan support agreement, which we refer to as the Original PSA, that governed the respective parties' obligations in connection with the formulation and filing of, and the solicitation of votes with respect to, the Original Plan. The Original Plan and a related disclosure statement were filed with the Bankruptcy Court on December 22, 2014. As described below, on January 26, 2015, NII Holdings, Inc. and certain of its subsidiaries entered into a purchase and sale agreement with an indirect subsidiary of AT&T, Inc., or AT&T, for the sale of our Mexico operations, which we refer to as Nextel Mexico. The agreement to sell Nextel Mexico is inconsistent with the terms of the Original PSA and the Original Plan, and as a result, NII Holdings, Inc. exercised its right to terminate the Original PSA.

On March 5, 2015, certain of the debtors, holders of approximately $1.93 billion, or 70%, of the senior notes issued by NII Capital Corp. and approximately $1.15 billion, or 72%, of the senior notes issued by NIIT, which we refer to collectively as the Consenting Creditors, and the Committee reached agreement regarding the terms of a revised plan of reorganization, which we refer to as the Revised Plan, that takes into account the impact of, and is contingent upon, the sale of Nextel Mexico. Certain debtors, the Consenting Creditors and the Committee entered into a Revised PSA that governs the respective parties' obligations

3

in connection with the formulation, filing and solicitation of votes with respect to the Revised PSA. The Revised Plan will provide for, among other things, the distribution of a portion of the net proceeds of the sale of Nextel Mexico to holders of the senior notes issued by NII Capital Corp. and NIIT and for the conversion of the remaining balance of these senior notes into equity interests in the reorganized company. The Revised Plan will also include a settlement of certain estate claims and claims related to the purported release of certain guarantees of our NII Capital Corp. senior notes due 2016 and 2019. The terms of the Revised PSA do not provide for any return of value to equity holders. In addition, the Revised PSA requires, among other things, (i) the plan proponents to file and solicit votes on the Revised Plan; (ii) the consenting parties to vote in favor of and otherwise support the Revised Plan; and (iii) the parties thereto to use commercially reasonable efforts to obtain confirmation of the Revised Plan and consummate the transactions contemplated under the plan term sheet that is part of the Revised PSA. The Revised PSA may be terminated under various circumstances, including if the Revised Plan is not confirmed or is not confirmed by specified dates.

The Revised PSA also contemplates that certain of our creditors will provide up to $350.0 million in bridge loan financing while our Chapter 11 case is pending that would remain outstanding in order to provide us with the additional liquidity necessary to fund our business plan until the sale of Nextel Mexico is completed.

Proposed Sale of Mexico Operations

On January 26, 2015, NII Holdings, Inc. and certain of its subsidiaries entered into a purchase and sale agreement with an indirect subsidiary of AT&T for the sale of Nextel Mexico. The purchase agreement provides for a purchase price of $1.875 billion in cash, less Nextel Mexico's outstanding debt, net of its cash balances, on the closing date and subject to other specified adjustments.

The purchase agreement provides that approximately $32.0 million of the purchase price will be deposited and held in escrow to secure specified obligations of AT&T under the purchase agreement. The purchase agreement also provides that $187.5 million of the purchase price will be held in escrow for two years in case of breaches by Nextel Mexico of representations, warranties and covenants.

The sale transaction is being implemented pursuant to Section 363 of the Bankruptcy Code and is subject to higher or better offers in accordance with bidding procedures approved by, and under the supervision of, the Bankruptcy Court. AT&T may terminate the purchase agreement if the hearing before the Bankruptcy Court with respect to the sale does not occur by March 23, 2015. The successful bidder in the auction process contemplated by the bidding procedures will be required to complete the transactions contemplated by the purchase agreement in accordance with its terms. In addition, if AT&T is not the successful bidder, NII Holdings will be required to pay AT&T a termination fee equal to approximately $32.0 million, reimburse up to $10.0 million of AT&T's expenses and return the deposit.

Completion of the sale is subject to several conditions, including: (i) the Bankruptcy Court having entered all appropriate orders; (ii) obtaining all required governmental approvals; (iii) the absence of a material adverse effect on Nextel Mexico; and (iv) certain other customary conditions. Assuming the successful sale of Nextel Mexico, we plan to focus our financial and other resources on our core operation in Brazil. We expect the sale transaction to be completed by mid-2015.

Argentina, Peru and Chile Operations

In an effort to focus our capital resources on our key markets, in August 2014, our wholly-owned subsidiaries, NII Mercosur Telecom, S.L., NII Mercosur Moviles, S.L. and NII International Telecom S.C.A., completed the sale of all of the outstanding equity interests of our wholly-owned subsidiary, Nextel Chile S.A., or Nextel Chile, to Fucata, S.A., or Fucata, for a de minimus amount. In connection with the sale of Nextel Chile to Fucata, we have reported Nextel Chile as a discontinued operation in this annual report on Form 10-K. Accordingly, we have reclassified Nextel Chile's results of operations for all periods presented to reflect Nextel Chile as discontinued operations. Unless otherwise noted, amounts included in this annual report on Form 10-K exclude amounts attributable to the discontinued operations of Nextel Chile and Nextel del Peru, S.A., or Nextel Peru, which we sold to Empresa Nacional de Telecomunicaciones S.A. and one of its subsidiaries, Entel Inversiones, S.A., which we refer to collectively as Entel, in August 2013. While we continue to support our operation in Argentina, in light of our results of operations and this change in emphasis, we are actively pursuing strategic options such as partnerships, service arrangements and asset sales in an effort to maximize Nextel Argentina's value.

4

Business Overview

We provide wireless communication services under the Nextel^TM brand. Historically, our services were targeted to meet the needs of business customers and individuals who used our services to meet both professional and personal needs. With the deployment of our wideband code division multiple access, or WCDMA, networks in our markets, our target market has expanded to include both business subscribers and consumers who exhibit above average usage, revenue and loyalty characteristics and who we believe will be attracted to the services and attractive pricing plans we offer, the quality of and data speeds provided by our WCDMA networks and the quality of our customer service.

We provide our services through operating companies located in Brazil, Mexico and Argentina, with our principal operations located in major business centers and related transportation corridors of these countries. We provide services in major urban and suburban centers with high population densities where we believe there is a concentration of the country’s business users and economic activity. We believe that the growing economic base, increase in the middle and upper class and lower wireline service penetration encourage the use of the mobile wireless communications services that we offer and plan to offer in the future. Our WCDMA networks in Brazil and Mexico serve these major business centers and, in some instances, a broader geographic area in order to meet the requirements of our spectrum licenses. We also utilize roaming arrangements to expand the geographic coverage of our WCDMA-based services in Brazil and Mexico.

Our original networks utilize integrated digital enhanced network, or iDEN, technology developed by Motorola, Inc. to provide mobile services on our 800 megahertz, or MHz, spectrum holdings in all of our markets. Our next generation networks utilize WCDMA technology, which is a standards-based technology that is being deployed by carriers throughout the world. We also offer long-term evolution, or LTE, services in Rio de Janeiro in Brazil and in certain cities in Mexico. These technologies allow us to use our spectrum efficiently and offer multiple wireless services integrated into a variety of handset and data devices.

The services we currently offer include:

• mobile telephone voice service;

• wireless data services, including text messaging services, mobile internet services and email services;

• push-to-talk services, including Direct Connect^®, Prip and International Direct Connect^® services, which allow subscribers to talk to each other instantly;

• other value-added services, including 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^TM open application market;

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

• voice and data roaming services outside of our coverage areas.

The deployment and expansion of our WCDMA networks in Brazil and Mexico enables us to offer a wider range of products and services that are supported by that technology, including data services provided at substantially higher speeds than can be delivered on our iDEN networks. These WCDMA networks also support our unique push-to-talk services that provide differentiation from our competitors' offerings. In the third quarter of 2013, our WCDMA network reached geographic coverage parity with our iDEN network in Mexico, and in Brazil we are currently offering services supported by our WCDMA network in about 260 cities, including cities in and around Sao Paulo and Rio de Janeiro. In the second quarter of 2014, we launched LTE services in Rio de Janeiro, and during the fourth quarter of 2014, we began offering similar LTE services in certain cities in Mexico. We also offer service on our iDEN network in Argentina and continue to provide services on our iDEN networks in Brazil and Mexico.

As a result of our transition to WCDMA and LTE-based networks, we are able to offer a substantially broader range of services and devices that support our services, including our push-to-talk services, data services and, in some cases, both. For example, our Prip service, which is currently available in Brazil and Mexico, expands the availability of our push-to-talk services to a wider range of handsets.

Our transition to standards-based technologies also gives us more flexibility to offer customers the option of purchasing services by acquiring the subscriber identity module, or SIM, cards from us separately, and by providing the customer with the option to use the SIM cards in one or more devices that they acquire from us or from other sources.

As illustrated in the table below, as of December 31, 2014, our operating companies had about 9.2 million subscriber units in commercial service, which represented a decrease of about 61 thousand, or 1%, from December 31, 2013. We refer to these subscriber units in commercial service collectively as our subscriber base.

5

	Subscriber Units in Commercial Service
	As of December 31,
Country	2014	2013
	(in thousands)
Brazil (1)	4,341.5	3,958.2
Mexico (1)	2,888.5	3,264.5
Argentina	1,954.4	2,023.1
Total	9,184.4	9,245.8

_______________________________________

(1) Includes subscriber units on both our WCDMA and iDEN networks.

Operating Strategy

Our goal is to generate higher revenues and increase our subscriber base by providing differentiated wireless communications services that are valued by our existing and potential customers while improving our profitability and cash flow over the long term. Our strategy for achieving this goal is based on several core principles, including:

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

• expanding our service offerings to meet the needs of a broader range of potential customers, including by offering lower cost prepaid service plans;

• offering a broad array of differentiated services and devices that build upon and complement our push-to-talk services, which give our customers the ability to communicate with each other instantly;

• offering new services supported by high quality WCDMA networks;

• offering a superior customer experience; and

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

To enhance our service offerings, we have deployed and are continuing to enhance our networks that utilize WCDMA and LTE technologies. These networks enable us to offer a wider variety of applications and services, particularly applications and services that are supported by high speed data and internet access; increase our network capacity; and ultimately reduce the costs of supporting the services we offer when compared to our original iDEN networks. We plan to continue to focus on our current high value subscriber base using the differentiated services available on both our networks and to expand our targeted subscriber base using the handsets and devices, service offerings, applications and pricing plans made possible by our WCDMA networks.

Historically, we have focused on postpaid rate plans. With the expansion of our target customer base, we have been offering more prepaid rate plans in Mexico and Argentina and hybrid rate plans that combine both postpaid and prepaid features. We expect our sales of these types of service plans to continue to increase.

We are also utilizing domestic and international roaming agreements, including the roaming arrangements with Telefonica in Brazil and Mexico, to cost effectively expand our service to areas in our markets that we do not currently serve or plan to serve using our own networks and to provide our customers with services when they travel to other countries.

We believe that the wireless communications industry in the markets in which we operate has been and will continue to be highly competitive on the basis of price, the types of services offered, the diversity of handsets and other devices offered, speed of data access and quality of service. In each of our markets, we compete with at least two large, well-capitalized competitors with substantial financial and other resources. Our competitors typically have more extensive distribution channels than ours or are able to use their scale advantages to acquire subscribers at a lower cost than we can, and most of them have implemented network technology upgrades that support high speed internet access and data services that are similar to the services supported by our WCDMA networks, making it more difficult for us to compete effectively using our iDEN networks. Some of these competitors also have the ability to offer bundled telecommunications services that include local, long distance, subscription television and data services, and can offer a larger variety of handsets and other devices with a wide range of prices, brands and features. In addition, the financial strength and operating scale of some of these competitors allows them to offer aggressive pricing plans, including those targeted at attracting our existing subscribers.

6

We compete with other communications service providers, including other wireless communications companies and wireline telephone companies, based primarily on our high quality customer service and differentiated wireless service offerings and products, including our push-to-talk services that make it easier for our subscribers to communicate quickly and efficiently. We continue to use this differentiated approach as we offer services on our WCDMA networks and pursue our plans to extend our target market with an expanded message that focuses on the quality and speed of the data services supported by these networks. In recent years, our largest competitors have increasingly focused their marketing efforts on attracting postpaid subscribers within our target segments by, among other things, enhancing their network quality and their customer service and customer care functions, which may minimize the value of our network quality and speed (for our WCDMA networks) and the quality of our customer service as points of differentiation. Since our iDEN network does not support high speed data applications, we are experiencing higher levels of migrations to lower price rate plans both within our iDEN network and from our iDEN network to our WCDMA network.

We believe that the users who primarily make up our targeted subscriber base are likely to base their purchase decisions on network quality and quality of customer support, as well as on the availability of differentiated features and services that make it easier for them to communicate quickly, efficiently and economically. However, because pricing is one of a number of important factors in potential customers' purchase decisions, increased price competition in the customer segments we target could require us to decrease prices or increase service and product offerings, which would lower our revenues, increase our costs or both.

To address competitive pressures, we have, among other things:

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

• refreshed and tailored our marketing approach to this broader set of customers, especially consumers, to make them aware of our new services and capabilities, our broader range of available handsets and devices, and the quality and performance of our networks;

• worked with device suppliers to develop new handset models and features supported by our WCDMA networks, including devices and smartphones from suppliers like Samsung, LG, Sony, Alcatel, Huawei, Motorola Mobility and Apple;

• launched commercial campaigns offering handsets at a lower cost and offering service plans with prices and terms that are more competitive, including prepaid and hybrid rate plans;

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

• developed and launched a high performance push-to-talk service, which we refer to as Prip, which operates on a wide range of standard smartphones on our WCDMA networks.

We have made significant capital and other investments as we pursue our plans to deploy networks that utilize WCDMA and LTE technologies in Brazil and Mexico. These investments have increased our costs and negatively impacted our profitability and are expected to continue to have that impact as we incur the costs of the networks that utilize these new technologies while building the subscriber base served by them. However, we believe that our investments in these networks have enhanced, and will continue to enhance, the competitiveness of our service offerings while continuing to support the differentiated services and superior customer service that have historically been significant factors supporting our business.

In addition, we have implemented and will continue to implement changes in our business to better align our organization and costs with our operational and financial goals, as well as with the current trends in our business. These changes have included significant reductions in our headquarters staff in connection with the reorganization of the roles and responsibilities of our headquarters and market teams, as well as significant headcount reductions across all of our market operations designed to reduce costs while maintaining the support necessary to meet our customers' needs. We are also taking steps to improve the performance and efficiency of our supporting systems and functions, including implementing improvements to our information technology and related supporting systems and processes, that are designed to improve the overall quality and efficiency of the service we provide to our customers.

Our Products, Services and Solutions

We offer a wide range of wireless communications services and related subscriber equipment, as well as a variety of service plans with different rate plan structures and bundles that are designed to meet the needs of our targeted customer groups. These services and equipment have been designed to provide innovative features that meet those customers’ needs for fast and reliable voice and data communications that allow them to conduct business quickly and efficiently. We offer the following services and products that we believe reflect certain points of differentiation from those offered by our competitors:

7

1. Voice Services.  We offer traditional mobile telephony services with calling features that include voicemail, call waiting, call forwarding and three-way calling. Our voice services also include our push-to-talk services that give our customers the ability to communicate with each other instantly. These push-to-talk services give our customers the ability to instantly set up a conference — either privately (one-to-one) or with a group (one-to-many) — which allows them to initiate and complete communications much more quickly than is possible using a traditional mobile telephone call. These push-to-talk services are available on most of the handsets we offer.

Although a number of our competitors have introduced competitive push-to-talk products, and while we do not believe that these services offer the same level of performance as our push-to-talk services in terms of latency, quality, reliability or ease of use, our competitors could deploy new or upgraded technologies in their networks that could enable them to implement new features and services that compete more effectively with our push-to-talk services.

2. Wireless Data Services.  We offer a variety of wireless data services and solutions that are designed to help our customers increase their productivity through the delivery of real-time information to mobile workers anytime and anywhere. Examples of these services include:

• Internet Access. We offer our customers always-on connectivity to the internet directly from their device through mobile internet access, which combines the resources of the internet with convenient mobile content services. Our WCDMA and LTE networks in Brazil and Mexico provide internet access at mobile broadband speeds supported by our WCDMA-and LTE-enabled handsets, data air cards and other data access devices via our Internet Nextel^® data service plans in Mexico and other similar plans in Brazil;

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

• Mobile Content and Applications. Our handsets 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 subscribers; and

• 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.

3. Roaming and International Calling Services.  With the deployment and expansion of our WCDMA networks in Brazil and Mexico, we have entered into domestic and international roaming arrangements with operators of compatible networks to allow our customers using services supported by our new networks to roam in areas within our markets that we do not currently serve and in countries around the world. For example, in December 2013, we signed agreements with Telefonica under which Telefonica agreed to provide Nextel Brazil and Nextel Mexico with nationwide roaming voice and data coverage services on its networks.

We have also entered into international roaming arrangements that allow us to offer a number of traditional, as well as differentiated, international calling and roaming services. First, we complement our standard international voice calling services with our International Direct Connect service, which allows our subscribers to communicate instantly across national borders to other subscribers who use our push-to-talk services across our markets. We have also implemented network gateways designed to enable our subscribers who use services supported by our networks to use our International Direct Connect service to communicate with subscribers of Sprint Corporation's, or Sprint's, QChat service in the U.S. and for Sprint's subscribers to communicate to our subscribers anywhere in Latin America. Our customers are also able to communicate using push-to-talk services with users of the Prip service located throughout the world.

The availability of international voice and data roaming services is subject to reaching agreements with the operators of those networks and the implementation of required back office systems that support those arrangements.

4. Wireless Devices. We offer our customers a broad array of wireless handsets, including smartphones and other feature phones capable of supporting our push-to-talk services on both our WCDMA and iDEN networks. Our smartphone portfolio includes a variety of devices that enable our subscribers to access the internet on their handsets. Additionally, we offer mobile broadband devices, including data air cards and personal WiFi access devices, or MiFi, to our subscribers in Brazil and Mexico on our WCDMA and LTE networks.

8

Our Networks and Wireless Technologies

We currently offer services supported by networks that utilize WCDMA technology in Brazil and Mexico. WCDMA is a standards-based technology being deployed by wireless carriers throughout the world that provides service capabilities such as high speed internet access, increased network capacity and reduced costs for voice and data services when compared to previous technologies. In the second quarter of 2014, we launched LTE services in Rio de Janeiro. In addition, in October 2014, we began offering similar LTE services in certain cities in Mexico.

The following chart details our significant spectrum holdings in each of our markets in spectrum bands that support both the WCDMA and LTE technologies:

Country	Spectrum Band	Amount/Coverage
Brazil	1.9 GHz/2.1 GHz	20 MHz in 11 of 13 regions (includes all major metropolitan areas)
Mexico	1.7 GHz/2.1 GHz	30 MHz nationwide

Additionally, we have significant spectrum holdings in the 800 MHz specialized mobile radio, or SMR, spectrum band that support our iDEN networks. Our 800 MHz holdings in each of our markets are as follows:

Country	Amount/Coverage (1) (2)
Brazil	15 MHz nationwide weighted average
Mexico	20 MHz nationwide weighted average
Argentina	20 - 22 MHz nationwide weighted average

_______________________________________

(1) Weighted average coverage is a function of the population in each country, as well as the amount of spectrum. Spectrum amounts vary greatly across regions and cities.

(2) This band was recently standardized and is available for use with LTE technology. The implementation of LTE technology on our 800 MHz spectrum holdings requires support from and actions by the regulators in some of our markets in order to be effective.

We also have additional spectrum holdings in some of our markets, including 20 MHz of spectrum in the 1.8 GHz spectrum band in portions of Brazil, which we are using to support our LTE-based networks in Rio de Janeiro, and 10 MHz of spectrum in the 1.9 GHz spectrum band in Monterrey and 50 MHz of spectrum in the 3.5 GHz spectrum band in Mexico.

As we transition from our iDEN networks to our WCDMA networks, we will evaluate ways in which we can use our 800 MHz spectrum to support existing or new services. In Brazil and Argentina, our current 800 MHz spectrum holdings are largely contiguous, making it possible to use that spectrum to support future technologies, including LTE-based technologies, if certain technical, operational and regulatory requirements are met, including, for example, the availability of compatible network and subscriber equipment. The availability of that equipment will likely depend upon a number of factors, including the technology decisions made by other wireless carriers and the willingness of infrastructure and device manufacturers to produce the required equipment. In Mexico, our 800 MHz spectrum is either partially contiguous or non-contiguous. As a result, while it may be feasible to use a portion of the spectrum to support future technologies, it will be necessary to reconfigure the spectrum band to increase the amount of contiguous spectrum for it to be used to efficiently support those technologies.

In each of our markets, we also offer services supported by networks that utilize the iDEN technology developed and designed by Motorola. The iDEN technology is a digital technology that is able to operate on non-contiguous spectrum frequencies, was previously usable only for two-way radio calls and is a proprietary technology that relies solely on the efforts of Motorola and any future licensees of this technology for product development and innovation. The iDEN technology is also based on an earlier technology platform that is not capable of transmitting the volume of data at speeds that are supported by current technologies like WCDMA. In addition, the more limited worldwide deployment of the iDEN technology makes services offered on the iDEN network less attractive to subscribers who travel internationally because most of the iDEN handsets that we offer are not currently designed to roam on non-iDEN wireless networks.

Motorola Solutions supplies a significant portion of our iDEN network equipment, and Motorola Mobility supplies a significant portion of the iDEN handsets throughout our markets. We expect to continue to rely on Motorola Solutions and Motorola Mobility for iDEN network equipment and handsets, particularly in Argentina where our services are supported exclusively by the iDEN technology. The significant reduction in demand for iDEN network equipment and handsets may affect Motorola Solutions' ability or willingness to continue to provide support for our iDEN networks and Motorola Mobility's ability or willingness

9

to provide support for the development of new iDEN handsets. The impact of this transition will be most significant in Argentina where we do not currently hold spectrum that would support the deployment of a WCDMA network.

Because our next generation networks utilize WCDMA technology, which is a more widely utilized standards-based platform, we are now able to purchase network equipment and subscriber handsets and other devices from a broader range of suppliers. While we expect to capture cost benefits from our transition to a more widely-used technology, our plans to continue to offer handsets that feature push-to-talk services, as well as our smaller size relative to our competitors, may result in the cost of our handsets being higher, particularly those that are designed specifically to support push-to-talk services, because they will not be produced in the same quantities as our competitors' more standardized WCDMA handsets. Our Prip service, which is an application-based push-to-talk solution that can be implemented on standard smartphones, allows us to offer our customers the ability to connect instantly with our customer base without using a specialized device.

Network Implementation, Design and Construction

Our deployment of WCDMA networks, which are not compatible with our iDEN-based networks, requires us to pursue a network construction strategy that includes a substantially broader deployment of transmitter and receiver sites to support service that meets the coverage needs of our customers than would be the case if we were deploying a compatible technology that would allow more limited upgrades in specific markets. In addition, because we have deployed our WCDMA networks on spectrum that is at a higher frequency than the spectrum used for our iDEN networks, the propagation characteristics of that spectrum made it necessary for us to deploy significantly more sites to provide coverage that is comparable to our iDEN network coverage, particularly with respect to coverage that supports in-building use of our services.

As we optimize our WCDMA networks, we seek to maximize our capital efficiencies by utilizing our iDEN transmitter and receiver sites to support our WCDMA networks when feasible. We refer to our WCDMA and iDEN transmitter and receiver sites as communication towers or towers, although in some instances these towers are located on rooftops and other structures. However, our commercial strategies, the factors described above and the coverage requirements associated with the spectrum licenses being utilized for those networks require us to construct more transmitter and receiver sites in a shorter period of time and to identify and build sites that provide coverage that is competitive with the offerings of other carriers who have been building and expanding their network coverage using compatible network platforms for several years. As a result, we have encountered and are likely to continue to encounter, difficulties in acquiring necessary sites that can affect the quality of our services and the timing of our launch of those services.

Our network construction efforts incorporate frequency planning and a system design process that is focused on developing a network that will efficiently meet our coverage requirements and involves the selection of transmitter sites on the basis of their proximity to targeted customers, the ability to acquire and build the sites, and frequency propagation characteristics. Site procurement efforts include obtaining leases and permits and, in many cases, zoning approvals. See “Item 1A. — Risk Factors — 10c. 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.” Any scheduled build-out or expansion may be delayed due to typical permitting, construction and other delays. These delays can affect the quality or coverage of our services.

Sales and Distribution

Consistent with our historic approach, our target customers will continue to include high value customer segments such as the small, medium and large business markets, as well as certain consumer market segments that value our differentiated wireless communications, including our push-to-talk services, quality networks and our high level of customer service. Our WCDMA networks also give us the opportunity to extend our target market to include additional corporate and business customers and consumers who exhibit above average usage, revenue and loyalty characteristics and who we believe will be attracted to the services supported by our WCDMA networks, the quality and speed of our data services and the quality of our customer service.

We use a variety of distribution channels that include direct sales representatives, indirect sales agents, retail stores and kiosks and other subscriber-convenient sales channels such as online purchasing. Each of our operating companies is continuously optimizing the mix of sales channels to take into consideration the methods that best meet local subscriber preferences, most cost effectively sell and provide support to our different segments and facilitate our overall strategy of attracting and retaining subscribers in our targeted segments.

We employ sales representatives who market our services directly to potential and existing customers. The focus of our direct sales force is primarily on businesses that value our industry expertise and differentiated services, as well as our ability to develop tailored custom communications capabilities that meet the specific needs of these customers. We also utilize indirect sales agents, which mainly consist of local and national non-affiliated dealers that solicit customers for our service and are generally

10

paid through commissions. These dealers participate with our operating companies’ direct sales forces in varying degrees in pursuing each of our targeted customer groups.

Our sales channels also include distribution through subscriber-convenient channels, including telesales and sales through our Nextel retail stores, shopping center kiosks and other locations. With the expansion of services on our WCDMA networks, we have realigned these sales channels and locations and have also expanded our marketing through regional and national retailers with store kiosks and handset and prepaid card distribution offers. We utilize our websites as a marketing tool that allows subscribers to compare our various rate plans and research the suite of our products and services, including handsets, accessories and special promotions, and in some of our markets, we use online purchases as an additional sales channel to allow subscribers to purchase our services directly.

Marketing

We are a full service provider of wireless services, offering our customers packages of services and features that combine multiple communications services in one handset, including voice and data services and our differentiated push-to-talk services.

We offer a variety of pricing options and plans, including plans designed to combine features and services that meet the needs of the customers we serve and target. In some instances, our services are sold on a postpaid basis pursuant to a service contract, typically for periods of one to two years, with services billed on a monthly basis according to the applicable pricing plan. In some markets, we also offer prepaid services as a means of attracting customers within our targeted base who may not meet our customer credit requirements, who prefer the flexibility of paying for their service in advance, or who want to purchase certain services, such as wireless data services, on a prepaid basis as an add-on service to their postpaid contract. We also offer hybrid rate plans that incorporate a combination of postpaid services and prepaid characteristics. As we move forward with our goal to expand our targeted customer base, we expect that we will continue to expand our prepaid and hybrid service offerings to meet the needs of our existing and potential customers. As a result, we expect that the number of our subscribers who purchase services under these prepaid or hybrid plans will increase. Based on our experience in offering prepaid services and the experience of other carriers who have a substantially larger portion of their subscriber bases purchasing service under prepaid plans, including our competitors, we expect that the average revenue per subscriber for subscribers using prepaid plans will be at a lower level than we have experienced for subscribers under contract, and that the turnover for those subscribers will be higher. As a result, we are focusing our efforts on designing those plans in a way that is competitive in the market while preserving overall profitability by reducing the costs of acquiring and serving those subscribers.

Since 2002, we have offered services under the Nextel brand. In 2011, we launched a new brand identity in each of our markets and at the corporate level, which we believe enhanced the recognition of our brand and unified our brand identity across our markets. As a result of our efforts, the Nextel brand is recognized across our markets as standing for both quality of service and the differentiated services and customer support we provide. More recently, with the launch of services supported by our WCDMA networks, our marketing strategy has focused on the availability of the broader range of services and features of our services that appeal to a wider range of consumers. This positioning of our brand continues to focus on customers who are attracted to our differentiated services and our reputation for providing a high quality customer experience.

Competition

The Latin American mobile communications industry has undergone significant growth in recent years. We believe that the wireless communications industry in our markets has been and will continue to be characterized by intense competition on the basis of price, the types of services offered, variety, features and pricing of handsets and quality of service. In recent years, the prices we have been able to charge for services have declined as a result of intensified price competition across our markets, including the introduction by our competitors of aggressive pricing promotions, such as plans that allow shared minutes between groups of callers. We expect that this trend will continue in the coming years. This increased competition may also affect our ability to attract and retain subscribers.

In the countries in which we operate, there are principally two other multinational providers of mobile wireless voice communications with whom we compete:

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

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

We also compete with regional or national providers of mobile wireless voice communications, such as Telemar’s Oi in Brazil, Telecom Italia Mobile, or TIM, in Brazil and Personal in Argentina, which is in the process of being acquired by Fintech, and Iusacell in Mexico, which was recently acquired by AT&T.

11

Many of our competitors have a larger spectrum position than ours, including more spectrum that can be used to support a wide range of wireless technologies, and have greater coverage areas and/or name recognition than we do, making it easier for them to expand into new markets and offer new products and services. Our competitors typically have more extensive distribution channels than ours or are able to use their scale advantages to acquire subscribers at a lower cost than we can, and most of them have implemented network technology upgrades, including both WCDMA and LTE, that support high speed data services. Although we do not believe that the push-to-talk services launched by our competitors offer the same level of performance as our push-to-talk services in terms of latency, quality, reliability or ease of use, our competitors' current networks and their future deployments of new or upgraded technologies in their networks could enable them to implement new features and services that compete more effectively with our push-to-talk services and other differentiated services that we offer. As we make the transition to WCDMA and focus on a broader target base that includes consumers, we expect that our push-to-talk services may become less significant as a differentiator. Finally, because a number of our competitors operate or are affiliated with entities that provide wireline-based telecommunications services, they have the ability to offer a wider range of services, including bundles of wireline voice, high speed internet and wireless services that may be more attractive to some subscribers.

We compete with other communications services providers, including other wireless communications companies and wireline telephone companies, based primarily on our high quality customer service and differentiated wireless service offerings and products, including our push-to-talk services, that make it easier for them to communicate quickly and efficiently and are particularly attractive to certain business customers that we serve. We have continued to focus on this differentiated approach as we offer iconic high-tier handsets and other devices and take advantage of the ample capacity on our WCDMA networks to offer attractive rate plans consisting of both voice minutes and data usage while jointly offering our push-to-talk services on these high-tier devices. In recent years, our largest competitors have increasingly focused their marketing efforts on attracting postpaid subscribers within our target segments by, among other things, enhancing their network quality and their customer care functions, which may minimize the value of our network quality and speed (for our WCDMA networks) and the quality of our customer service as points of differentiation. In addition, as we have pursued our plans to extend our target market to include more high-value consumers, we are increasingly competing more directly for subscribers that are also targeted by our largest competitors.

We believe that the users who primarily make up our targeted subscriber base are likely to base their purchase decisions on network quality and the quality of customer support, as well as on the availability of differentiated features and services, like our push-to-talk services, that make it easier for them to communicate quickly, efficiently and economically. However, because pricing is one of a number of important factors in potential customers’ purchase decisions, increased price competition in the customer segments we target has required us and could continue to require us to decrease prices or increase service and product offerings, which has lowered our revenues and increased our costs.

Many of our competitors are owned by or affiliated with large multinational communications companies. As a result, these competitors have substantially greater financial resources than we do, which allows them to spend substantially more than we do in their advertising/brand awareness campaigns and may enable them to reduce prices in an effort to gain market share. These competitors may also use those resources to deploy new services or technologies that could impact our ability to attract or retain customers. While we expect to capture cost benefits from our transition to a more widely-used WCDMA technology, our plans to continue to offer handsets that feature push-to-talk services, as well as our smaller size relative to our competitors, may result in the cost of our handsets being higher, particularly those that are designed specifically to support push-to-talk services, because they will not be produced in the same quantities as our competitors' more standardized WCDMA handsets. This will not be the case for customers who utilize our Prip service that provides high performance push-to-talk capabilities on standard smartphones. In addition, because the iDEN technology has been adopted by fewer carriers worldwide and does not benefit from the scale of other more widely adopted technologies, the cost of our handsets is generally higher relative to the comparable handsets offered by our competitors. As a result, we must absorb a comparatively larger part of the cost of offering iDEN handsets or WCDMA handsets that are designed specifically to support our push-to-talk services to new and existing customers, which can place us at a competitive disadvantage with respect to the pricing of our handsets and our ability to offer new handsets at discounted prices as an incentive to retain our existing subscribers.

For a more detailed description of the competitive factors affecting each operating company, see the “Competition” discussion for each of those operating companies under “— Operating Companies.”

Regulation

The licensing, construction, ownership and operation of wireless communications systems are regulated by governmental entities in the markets in which our operating companies conduct business. The granting, maintenance, and renewal of applicable licenses to use spectrum and radio frequency allocations are also subject to regulation. In addition, these matters and other aspects of wireless communications system operations, including rates charged to subscribers, the rates charged by carriers to terminate calls not originated on their networks and the resale of wireless communications services, may be subject to regulation in the jurisdiction in which service is provided. Further, statutes and regulations in some of the markets in which our operating companies conduct business impose limitations on the construction of transmitter and receiver sites by wireless carriers and on the ownership

12

of telecommunications companies by foreign entities. Changes in the current regulatory environments, the interpretation or application of current regulations, or future judicial intervention in those countries could impact our business. These changes may, among other things:

• affect the terms of interconnection arrangements that allow our subscribers to complete calls to our competitors’ subscribers, 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, coverage or quality of service obligations that can result in increased capital investments or require other changes to our business;

• establish prices our operating companies are required to charge for their services or impose other terms of service that can affect our revenues or costs; or

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

In some of our markets, there is an increasing focus on more significant regulation of transmitter and receiver sites and the deployment of tower structures used to support wireless services, and local governments are adopting stringent rules and regulations related to the placement and construction of wireless towers, or have placed embargoes on some of the transmitter and receiver sites owned by our operating companies, which can significantly impede the planned expansion of our service coverage area, eliminate existing towers, result in unplanned costs, negatively impact network performance and impose new and onerous taxes and fees. There has also been an increased focus on service and quality standards in some of our markets as local governments monitor telecommunications providers' voice quality, customer complaints, call failure rates, capacity to handle call traffic levels in peak calling periods and failed interconnection of calls, which could potentially increase our operating costs and affect rates charged to subscribers. For a more detailed description of the regulatory environment in each of the countries in which our operating companies conduct business, see the “Regulatory and Legal Overview” discussion for each of those operating companies under “— Operating Companies.”

Foreign Currency Controls and Dividends

In some of the countries in which we operate, the purchase and sale of foreign currency is subject to governmental control, which may impose formal or informal limitations on our ability to transfer funds out of those countries. Additionally, local law in some of these countries may limit the ability of our operating companies to declare and pay dividends. Local law may also impose a withholding tax in connection with certain intercompany agreements and the payment of dividends, or otherwise limit our operating companies' ability to make payments to upstream companies. Financing arrangements that we enter into at the local level may also limit our ability to pay dividends or other upstream payments. For a more detailed description of the foreign currency controls and dividend limitations and taxes in each of the countries in which our operating companies conduct business, see the “Foreign Currency Controls, Dividends and Tax Regulation” discussion for each of those operating companies under “— Operating Companies.”

Operating Companies

1. Brazil

Operating Company Overview.  We refer to our wholly-owned Brazilian operating company, Nextel Telecomunicacoes Ltda., as Nextel Brazil. Nextel Brazil’s operations are headquartered in Sao Paulo, with branch offices in Rio de Janeiro and various other cities. As of December 31, 2014, Nextel Brazil had 4,363 employees.

Nextel Brazil provides wireless services in major business centers, including Rio de Janeiro, Sao Paulo, Belo Horizonte and Brasilia, in areas in the northeast region of Brazil, including Salvador, Fortaleza and Recife, as well as in Vitoria, which is in the southeast region of Brazil and along related transportation corridors and in a number of smaller markets. In the second half of 2013, Nextel Brazil commercially launched services on its WCDMA network in Sao Paulo, Rio de Janeiro and surrounding areas and extended those services to other areas in Brazil in 2014 by expanding the coverage of its network and utilizing roaming services and network sharing arrangements pursuant to agreements that it reached with affiliates of Telefonica. As of December 31, 2014, Nextel Brazil provided service on both its WCDMA and iDEN networks to 4,341,500 handsets and other devices, which we estimate to be about 1.5% of the total mobile handsets and other devices in commercial service in Brazil.

In late 2010, Nextel Brazil participated in a series of spectrum auctions and was the successful bidder for 20 MHz of spectrum in 1.9/2.1 GHz spectrum bands in 11 of the 13 auction lots covering approximately 98% of the Brazilian population for $714.4 million based on foreign currency exchange rates at the time. Nextel Brazil also successfully bid on 20 MHz of spectrum in the

13

1.8 GHz band in Rio de Janeiro, Minas Gerais and some states in the north and northeast regions of Brazil for a total bid price of approximately $121.7 million. Nextel Brazil is utilizing this 1.9/2.1 GHz spectrum to support its WCDMA network and is utilizing the 1.8 GHz spectrum to support the deployment of the LTE-based network in Rio de Janeiro. The licenses relating to the spectrum won by Nextel Brazil in the auction were granted in June 2011 and have a term of 15 years. These licenses are renewable once for an additional 15-year period and require Nextel Brazil to meet specified network coverage construction requirements within specified timeframes.

Competition.  Nextel Brazil competes with cellular and personal communications services, or PCS, providers. The largest competitors are Vivo, which is owned by Spain's Telefonica and has the largest market share in the Sao Paulo metropolitan area and Rio de Janeiro; Claro, which is controlled by Mexico's America Movil; Telecom Italia Mobile, or TIM, a subsidiary of Italy's Telecom Italia; and TNL PCS S.A., a subsidiary of Telemar Norte Leste, Brazil’s largest wireline incumbent, that offers its services under the brand name “Oi.” All of Nextel Brazil's largest competitors have launched and offer services supported by WCDMA-based networks and some also launched LTE-based networks during 2013. Nextel Brazil also competes with other regional cellular and wireless operators.

We believe that the most important factors upon which Nextel Brazil competes are the quality of its customer service and network. With the launch of services on our WCDMA network in 2013, we expect to increasingly rely on the quality of our network, the speed of our data services and the unique value proposition of our service plans as key points of differentiation from our competitors' offerings. While its competition generally targets the prepaid market and competes on the basis of price, Nextel Brazil primarily targets subscribers who utilize its services in their businesses and individuals that have medium to high usage patterns who are more concerned with network quality and the quality of the customer care and service they receive. Nextel Brazil’s focus on the quality of its network, and the quality of its customer service and care are important components of our strategy to attract and retain subscribers within our targeted subscriber groups. Substantially all of our subscribers in Brazil purchase our services on a postpaid basis pursuant to contracts that provide for recurring monthly payments for services over a specified term. Nextel Brazil’s competitors compete aggressively, but with the launch of its WCDMA network, Nextel Brazil is able to not only continue to offer its differentiated push-to-talk services, but is also able to offer a more competitive portfolio of devices and services, including high speed data services, that are supported by its new network. We expect to continue to experience intense competitive conditions in Brazil that have made it, and that are expected to continue to make it, more difficult and costly for Nextel Brazil to attract new subscribers and retain its existing subscribers.

Regulatory and Legal Overview.

SMR Operation. Prior to 2000, the Brazilian telecommunications regulations imposed various restrictions that significantly limited the ability of Nextel Brazil to provide mobile services to all potential subscriber groups. With the changes to the Brazilian regulations enacted by Brazil’s telecommunications regulatory agency, Agencia Nacional de Telecomunicacoes, known as ANATEL, in 2000 and in subsequent years, Brazil began opening its markets to wider competition in the mobile wireless communications market where we operate. These regulations govern services provided on our iDEN network in Brazil.

Some of the key regulatory changes that have been adopted include changes to the rules that limit the amount of spectrum in the 800 MHz band that Nextel Brazil is allowed to hold in a service area, the adoption of rules relating to the interconnection of Nextel Brazil’s networks with those of other carriers and the calculation of calling party pays charges. Under the changes to the rules adopted in November 2008, Nextel Brazil may own up to 25 MHz of 800 MHz spectrum, which allows Nextel Brazil to increase the capacity of its networks more efficiently.

Under the rules adopted by ANATEL relating to interconnection charges, we have negotiated agreements for our SMR operation with all significant fixed line and wireless operators in Brazil to reflect the additional payments between carriers as a result of the calling party pays charges. The calling party pays charges, which are required to be paid to mobile operators in Brazil for termination of calls on their networks, are based on rates, which we refer to as mobile termination rates, that are substantially higher than those that apply in our other markets. Because Nextel Brazil's subscriber base is smaller than those of its competitors and its subscribers tend to make a higher number of calls terminating on other carriers' networks, these higher mobile termination rates result in substantial charges relating to the "off net" termination of calls by our subscribers. To partially address this, the calling party pays structure adopted by ANATEL permits Nextel Brazil to compensate other mobile operators for calls terminated on their network, including calls originated on our iDEN network, under a formula that reduces the amount paid to them by allowing a percentage of these calls to be treated as “partial bill and keep.” Since their adoption, these regulations have resulted in significant cost savings to Nextel Brazil when terminating calls originated on its iDEN network. Finally, in late 2011, ANATEL announced a plan to reevaluate the current methodology used to determine mobile termination rates in the calling party pays structure. ANATEL officially reduced the mobile termination rates in March 2012 and again in April 2013, both of which resulted in substantial reductions in the charges paid by Nextel Brazil to terminate calls on other mobile carriers’ networks. In November 2012, ANATEL confirmed its plans to make the transition to a cost-based model for determining mobile termination rates beginning in 2016 and announced further reductions in those rates through 2015 as part of the transition to cost-based rates. In July 2014, ANATEL published a schedule to reach cost-based mobile termination rates in February 2019. These changes do not affect the

14

current partial bill and keep payment structure that applies to the settlement of mobile termination charges for calls originated on our iDEN network and terminated on other wireless carriers' networks, but as described below, the recent decision by ANATEL to apply the regulatory regime applicable to PCS operations to our iDEN business is expected to result in the continued application of the partial bill and keep structure.

Nextel Brazil has, from time to time, been the target of complaints filed with the Brazilian regulatory authorities by one or more of our competitors in which our competitors seek to challenge the manner in which we conduct business, and certain competitors have also petitioned the Brazilian regulators seeking changes to the regulations applicable to our operations in an effort to make it more difficult or costly for us to operate. In this regard, some of our competitors in Brazil, through Brazil’s Associacao Nacional das Operadoras Celulares, or ACEL, filed a lawsuit against ANATEL to challenge the partial bill and keep settlement process that allows us to retain a portion of the amounts we would otherwise be obligated to pay to other carriers for calls originating on our iDEN-based network under the calling party pays structure in Brazil. Because the lawsuit against ANATEL would interfere with the regulation as it relates to Nextel Brazil, Nextel Brazil was also summoned to join the lawsuit as a co-defendant. Because the current settlement process results in a significant reduction in our overall interconnection charges, our competitors have sought changes to these processes in order to increase our payments for call terminations. The court ruled against ACEL, thereby preserving the bill and keep rule currently favoring SMR operators like Nextel Brazil, as regulated by ANATEL. ACEL has appealed this decision, and the case will be reviewed by a higher court. We anticipate that our competitors may initiate other proceedings challenging the partial bill and keep settlement process. If ANATEL eliminates this settlement process or modifies it to increase the amounts we pay to terminate calls, those actions could have an adverse effect on the costs we incur to operate, which could adversely affect the results of our SMR operations that utilize our iDEN network.

In February 2015, ANATEL adopted significant changes to its regulatory regime with respect to providers of wireless services that have the effect of consolidating the regulation of SMR and PCS operations under a single regulatory structure, which we refer to as regulatory convergence. In general, these changes will have the effect of extending the regulatory regime applicable to our PCS operations to the SMR operations that are conducted using our iDEN network, including number portability requirements, minimum service availability and quality requirements, and the partial bill-and-keep settlement structure that applies to mobile termination charge settlements between PCS operators that hold significant market power and PCS operators like Nextel Brazil that do not have significant market power.

To take advantage of these changes, an SMR operator must submit a request to ANATEL to amend its spectrum grants at least 180 days before each SMR spectrum grant renewal date. The spectrum grant will be deemed adjusted when the SMR operator executes a new spectrum grant allowing the use of the 806-821 MHz/851-866 MHz sub-bands within its current PCS license. After execution of the new spectrum grant, the operator has 180 days to migrate its users to the PCS service. The new PCS spectrum grants on the 806-821 MHz/851-866 MHz sub-bands will be provided for the remaining term of the original SMR spectrum grants. The regulations applicable to PCS operations will apply immediately after new spectrum grants are executed, with the exception of certain quality of service, consumer protection and numbering plan regulations, which will apply 180 days after the end of the migration period. Convergence costs will be borne by the operator requesting the amendment of its SMR spectrum grants.

The transition of SMR operations to the PCS regulation as part of the regulatory convergence process is subject to the payment of a spectrum amendment fee. The amendment fee is expected to be equal to a net present value or public price for spectrum use formula, whichever is higher. Based on the terms that have been provided, Nextel Brazil currently expects to submit requests to amend its SMR spectrum grants to enable the provision of PCS services using the related spectrum as part of the regulatory convergence process.

PCS Operation. Nextel Brazil was the successful bidder for spectrum in the areas covered by 11 of the 13 auction lots offered in the 1.9/2.1 GHz spectrum auction completed in late 2010. These areas include approximately 98% of the Brazilian population. Nextel Brazil is currently offering services supported by its WCDMA network in about 260 cities, including cities in and around Sao Paulo and Rio de Janeiro. The rules require that Nextel Brazil’s services comply with start-up terms and minimum service availability and quality requirements detailed in the regulations, which are different from those that apply to services supported by our iDEN networks and which are subject to the regulations relating to our SMR operation. The rules also require Nextel Brazil to meet specified network coverage construction requirements within certain time frames. Failure to meet ANATEL’s requirements may result in enforcement of the performance bonds related to the licenses, forfeiture of the channels and revocation of licenses. We believe that Nextel Brazil is currently in compliance with the applicable operational requirements of its licenses in all material respects.

Nextel Brazil has negotiated interconnection agreements with mobile and fixed line operators to support its PCS operation. ANATEL has defined that Nextel Brazil is a new PCS entrant, and as a result, its mobile termination rate is 20% higher than PCS operators with significant market power in Brazil. In November 2012, ANATEL approved a general plan of competition, which establishes a number of rules that are aimed at promoting competition in the PCS market, including the transition to a cost-based model for determining mobile termination rates beginning in 2016 and additional reductions in those rates that began in 2013 and will continue through 2015 as part of the transition to cost-based rates. In July 2014, ANATEL published a schedule to reach cost-

15

based mobile termination rates in February 2019. A key component of ANATEL's plan includes the introduction of a partial bill and keep settlement structure similar to the one that applies to our SMR operation for mobile termination charge settlements between PCS operators that hold significant market power and PCS operators like Nextel Brazil that do not have significant market power. This partial bill and keep structure, which effectively reduces the amount of mobile termination charges paid by Nextel Brazil for calls originated on its WCDMA network, began in 2013 and will continue to be gradually phased out. In February 2015, ANATEL amended and extended the bill and keep rule through 2019 so that the bill and keep rule will be phased out through 2019 rather than through 2015, as previously contemplated by the regulations. The application of this partial bill and keep settlement structure to our PCS operation in Brazil and to our SMR operation as a result of the regulatory convergence, combined with the scheduled mandatory reductions in mobile termination rates, will result in significant cost savings for Nextel Brazil. These cost savings have also enabled us to develop and offer attractive pricing plans that reduce or eliminate the significant differentiation in the cost of on net and off net calls that are common in Brazil due to the historically high mobile termination rates there, providing opportunities for Nextel Brazil to offer unique service plans that will improve its ability to compete more effectively.

Foreign Currency Controls, Dividends and Tax Regulation.  The purchase and sale of foreign currency in Brazil continues to be subject to regulation by the Central Bank of Brazil despite regulatory changes enacted in 2005 that were designed to reduce the level of government regulation of foreign currency transactions. Exchange rates are freely negotiated by the parties, but purchase of currency for repatriation of capital invested in Brazil and for payment of dividends to foreign stockholders of Brazilian companies may only be made if the original investment of foreign capital and capital increases were registered with the Brazilian Central Bank. There are no significant restrictions on the repatriation of registered share capital and remittance of dividends. Nextel Brazil has registered substantially all of its investments with the Brazilian Central Bank.

The Nextel Brazil subsidiaries through which any dividend is expected to flow have applied to the Brazilian Central Bank for registration of their investments. We intend to structure future capital contributions to Brazilian subsidiaries to maximize the amount of share capital and dividends that can be repatriated through the exchange market.

Brazilian law provides that the Brazilian government may, for a limited period of time, impose restrictions on the remittance by Brazilian companies to foreign investors of the proceeds of investments in Brazil. These restrictions may be imposed whenever there is a material imbalance or a serious risk of a material imbalance in Brazil’s balance of payments. The Brazilian government may also impose restrictions on the conversion of Brazilian currency into foreign currency. These restrictions may hinder or prevent us from purchasing equipment required to be paid for in any currency other than Brazilian reais. Under current Brazilian law, a company may pay dividends from current or accumulated earnings. Dividend payments from current earnings are not subject to withholding tax. Interest on foreign loans is generally subject to a 15% withholding tax. The entry of funds into Brazil as a foreign loan is subject to a 6% foreign exchange transaction, or IOF, tax, except if the average repayment term of the loan is more than 180 days, in which case the IOF tax will be fully exempted. The first possible date of exercise for put or call provisions established on the foreign loan will be considered the date of effective repayment of the loan. Interest and payments of principal on foreign loans are currently exempted from the IOF tax.

2. Mexico

Operating Company Overview.  We refer to our wholly-owned Mexican operating company, Comunicaciones Nextel de Mexico, S.A. de C.V., as Nextel Mexico. Nextel Mexico is headquartered in Mexico City and has many regional offices throughout Mexico. As of December 31, 2014, Nextel Mexico had 4,194 employees.

Nextel Mexico provides wireless services in major business centers, including Mexico City, Guadalajara, Puebla, Leon, Monterrey, Toluca, Tijuana, Torreon, Ciudad Juarez and Cancun, as well as in smaller markets and along related transportation corridors throughout Mexico. As of December 31, 2014, Nextel Mexico provided service on both its WCDMA and iDEN networks to 2,888,500 handsets and other devices, including handsets supported by its WCDMA and iDEN networks, which we estimate to be about 2.9% of the total mobile handsets and other mobile devices in commercial service in Mexico. Our WCDMA network in Mexico uses the HSPA+ version of the WCDMA technology that supports significantly faster data delivery speeds than are available on earlier versions of the technology, allowing Nextel Mexico to offer high speed broadband services to customers on its new network. In the third quarter of 2013, Nextel Mexico's WCDMA network reached geographic parity with its iDEN network. In addition, as of December 31, 2014, approximately 11% of Nextel Mexico's subscriber base was comprised of subscribers who are utilizing prepaid service plans.

On January 26, 2015, NII Holdings, Inc. and certain of its subsidiaries entered into a purchase and sale agreement with an indirect subsidiary of AT&T for the sale of Nextel Mexico. The purchase agreement provides for a purchase price of $1.875 billion in cash, less Nextel Mexico's outstanding debt, net of its cash balances, on the closing date and subject to other specified adjustments. Completion of the transaction is subject to a number of conditions, including the approval of the Bankruptcy Court and the receipt of required regulatory approvals in Mexico. See "— Business Update"for more information.

Competition.  Nextel Mexico competes with cellular and personal communications services system operators in all of its market areas. Nextel Mexico competes on a nationwide basis with Telcel, which is the largest provider of wireless services in

16

Mexico and is owned by America Movil; Movistar, which is owned by Telefonica; and with Iusacell, which was recently purchased by AT&T.

We believe that the most important factors upon which Nextel Mexico competes are network quality, including the speed of the data services supported by its WCDMA network, the quality of our customer service, the reputation of our brand and our differentiated services, including our push-to-talk services. Nextel Mexico’s competitors compete aggressively, and all three of its largest competitors offer services supported by WCDMA-based networks in a significant portion of their coverage areas. Movistar and Telcel have also introduced services supported by an LTE-based network in certain cities in Mexico. In the fourth quarter of 2014, Nextel Mexico launched LTE services commercially in Mexico City, Guadalajara and Monterrey.

Regulatory and Legal Overview.  The Federal Institute of Telecommunications, or the IFT, regulates the telecommunications industry in Mexico. The IFT was created in September 2013 as a constitutional autonomous body whose purpose is the efficient development of the broadcasting and telecommunications industries. The IFT was created with the directive of regulating, promoting and supervising the use of spectrum, networks, and broadcasting and telecommunications services. The IFT also regulates economic competition in these sectors.

In March 2014, the IFT resolved that Telcel was a "Preponderant Economic Agent" in the telecommunications sector and imposed asymmetric regulations to promote competition. These regulations included requirements for shared infrastructure, asymmetric interconnection rates, wholesale national roaming, shared passive infrastructure (eg. towers, manholes, conduits, etc.), local loop unbundling and on-net/off-net restrictions on retail rates.

In July 2014, the new Telecommunication and Broadcasting Law was enacted. This law included the elimination of long distance charges, new subscriber rights, number portability within 24 hours, zero termination rates for the Preponderant Economic Agent and early termination of service contracts. As a part of this new law, the IFT committed to establishing cost-based interconnection rates. In December 2014, the IFT approved the new cost-based model to determine termination rates between operators that have not reached an agreement. Termination rates for 2015 were announced by the IFT at the end of December 2014.

The rates paid by Nextel Mexico to terminate calls on other carriers’ networks are negotiated between the parties, subject to the right of carriers to submit disputes to the IFT for resolution in instances where the carriers are unable to agree on the rates or other terms. Nextel Mexico entered into agreements with Telcel and most of the fixed operators that provided for reduced mobile termination rates for 2011 consistent with the Federal Telecommunications Commission, or COFETEL's, order, and agreements calling for further mobile termination rate reductions in 2012 through 2014. Iusacell agreed to the reduced mobile termination rates for 2011, but has not agreed to either extend the current mobile termination rates or to further reductions of mobile termination rates in subsequent years. Telefonica has not agreed to any reductions in mobile termination rates, including reductions consistent with COFETEL's order, and it has initiated an administrative appeal for review against COFETEL's decision, as well as other proceedings challenging that decision. In July 2014, the IFT resolved interconnection rates for 2012 with Telefonica and Iusacell. The proceedings for 2013 and 2014 are currently pending resolution by the IFT.

The agreed upon mobile interconnection rates with Telcel expired in December 2014. Currently, the termination rate applicable to Telcel is zero, however Telcel is required to pay Nextel Mexico for the termination of the traffic originated by their subscribers. Telcel is currently paying the agreed upon 2014 rate, however there is an interconnection dispute pending resolution by the IFT regarding the corresponding 2015 rate. When the IFT resolves this dispute, the rate that Telcel is expected to pay to Nextel Mexico for terminating its mobile traffic will be based on the IFT's announcement published in the Official Gazette on December 29, 2014 regarding the interconnection rates it would order when it resolves disputes regarding rates for 2015.

As a result of the spectrum auctions that were completed in 2010, a subsidiary of Nextel Mexico, NII Digital, was awarded a nationwide license for 30 MHz of spectrum in the 1.7 GHz and 2.1 GHz bands during the fourth quarter of 2010. In November 2012, Inversiones Nextel received authorization from the SCT to acquire a 100 MHz nationwide point-to-point 23 GHz link license from Miditel, S.A. de C.V., or Mitidel, which may be used for its WCDMA network, as well as to provide services to third parties. In January 2015, NII Digital received authorization from the IFT to acquire six point-to-multipoint 10.5 GHz link licenses from Miditel, which may be used for its WCDMA network, as well as to provide services to third parties. Previously, in March 2014, Miditel requested that the IFT extend these licenses in agreement with the Federal Telecommunications Act. This request is still pending.

The IFT has announced that in 2015, it will auction some spectrum bands for mobile services, including spectrum in the advanced wireless services, or AWS, band. The IFT expects to complete the auction and assign the spectrum by the end of 2015.

Foreign Currency Controls, Dividends and Tax Regulation.  Because there are no foreign currency controls in place, Mexican currency is convertible into U.S. dollars and other foreign currency without restrictions. Mexican companies may distribute dividends and profits outside of Mexico if the Mexican company meets specified distribution and legal reserve requirements. Under Mexican corporate law, approval of a majority of stockholders attending an ordinary stockholders’ meeting of a corporation

17

is required to pay dividends. Beginning in 2014, dividends out of the post-2013 earnings of Mexican companies are subject to a 10% dividend withholding tax or a reduced withholding tax rate if a tax treaty is applicable. Prior to 2014, dividends paid out of Nextel Mexico's accumulated taxable income were not subject to withholding tax; a tax of up to 43% was imposed on Nextel Mexico if it paid dividends in excess of the accumulated taxable income. This tax was creditable against Nextel Mexico’s future tax liability. In addition, a 15% withholding tax applies to interest paid by Nextel Mexico to NII or its U.S. affiliates with respect to intercompany loans made by NII Holdings or its U.S. subsidiaries to Nextel Mexico. Effective January 1, 2014, the corporate tax rate was fixed at 30%, which repealed the scheduled reductions that were previously approved in December 2012.

3. Argentina

Operating Company Overview.  We refer to our wholly-owned Argentine operating company, Nextel Communications Argentina S.R.L., as Nextel Argentina. Nextel Argentina provides wireless services in major business centers including Buenos Aires, Cordoba, Rosario and Mendoza, along related transportation corridors and in a number of smaller markets. As of December 31, 2014, Nextel Argentina provided service to 1,954,400 handsets, which we estimate to be about 3.2% of the total mobile handsets and other mobile devices in commercial service in Argentina. As of December 31, 2014, approximately 49% of Nextel Argentina's subscriber base represented subscribers who are utilizing prepaid service plans.

Nextel Argentina is headquartered in Buenos Aires and has regional offices in Mar del Plata, Rosario, Mendoza and Cordoba, and numerous branches in the Buenos Aires area. As of December 31, 2014, Nextel Argentina had 1,194 employees.

Competition.  Nextel Argentina competes with Movistar, which is controlled by Telefonica, Claro, which is controlled by America Movil, and Personal, which is controlled by Telecom Italia Mobile and is in the process of being acquired by Fintech. Each of these companies provides a variety of services, including mobile voice and data communications throughout Argentina. Nextel Argentina's competitors compete aggressively, and all three of the established mobile telephone service providers now offer services supported by a WCDMA-based network in a significant portion of their coverage areas.

We believe that the most important factors upon which Nextel Argentina competes are the quality of our customer service and network, brand recognition and our differentiated services, including our Direct Connect service. While its competition generally targets the mass market, Nextel Argentina primarily targets subscribers who utilize its services in their businesses and individuals that have medium to high usage patterns who are more concerned with the quality of customer care and service they receive.

In October 2014, the Argentine government held an auction of PCS (3G) and SCMA (4G) cellular spectrum based on auction rules that established minimum mandatory price and coverage requirements. The Argentine government has started the process of awarding the licenses relating to these frequencies to the winning bidders in the auction. Nextel Argentina did not participate in the auction, and as result, does not currently hold spectrum that would support the deployment of a WCDMA-based network in Argentina. Thus, Nextel Argentina expects to continue to use its iDEN technology. While we are in the process of evaluating spectrum options and strategic possibilities, it may become more difficult or costly for Nextel Argentina to acquire handsets that operate using the iDEN technology.

Regulatory and Legal Overview.  For the time being, the Comision Nacional de Comunicaciones, referred to as the CNC, the Secretary of Communications, and the Ministry of Federal Planning, Public Investments and Services are the Argentine telecommunications authorities responsible for the administration and regulation of the telecommunications industry. Licenses and spectrum authorizations granted in Argentina may not be transferred or assigned without the regulators' authorization.

Under its licenses, Nextel Argentina is authorized to offer any and all types of telecommunications services and is free to choose the geographic area, technology and network architecture it uses to provide those services. Nextel Argentina is deemed to have registered SMR services, paging, data transmission and other value added services, as well as long distance telephony. Service fees are not regulated and may be freely established by Nextel Argentina.

The use of the SMR spectrum used by Nextel Argentina in support of its services is subject to the prior granting of an authorization to use that spectrum in a specified, limited geographical area. SMR authorizations granted through the year 2000 have an indefinite term, and those granted beginning in 2001 expire after a 10-year term. Nextel Argentina holds licenses to use 1,815 channels, including those covering the major business markets areas, with indefinite terms, and 1,760 channels with 10-year terms, mostly in smaller markets. SMR authorizations are subject to service launch and subscriber loading requirements. We believe that Nextel Argentina has met all material requirements of these authorizations.

In December 2014, the Argentine government passed a law establishing a new legal framework for telecommunication services in Argentina. The new law provides that the development of information and communications technologies and their associated resources are a public interest and creates a seven member board to oversee these resources. This law establishes that telecommunications operators may provide audio visual and media services and provides mandatory interconnection and access to associated and essential facilities. Particularities on these topics are uncertain since they are dependent on future regulations.

18

The new law also enables operators to set consumer pricing, but the regulatory authority is empowered to regulate for reasons of public interest, and provides for the regulation of wholesale charges among telecommunications operators for the use of network facilities and interconnection. Many of the provisions of the new law were already included in other laws currently in effect, and the new regulatory framework is not expected to materially impact the current operations of Nextel Argentina.

Nextel Argentina provides services to its subscribers that allow calls to be completed on other carriers’ networks under interconnection agreements with mobile operators, Telefonica de Argentina S.A. and Telecom Argentina S.A., as well as other smaller local carriers. Nextel Argentina has also implemented a calling party pays program with the fixed line carriers with whom it interconnects under which Nextel Argentina is compensated at agreed rates for calls made to its subscribers from fixed line networks for those subscribers who purchase our services under calling party pays rate plans. Charges recovered by Nextel Argentina for calling party pays calls originated on fixed lines depend on a reference price set periodically by the Minister of Federal Planning, Public Investments and Services.

In recent years, growing government involvement in key sectors of the economy, including the telecommunications sector, has resulted in new regulations that have set higher service standards, limited the right to freely establish service fees and increased reporting requirements, which have affected and may continue to affect Nextel Argentina's operations.

Foreign Currency Controls, Dividends and Tax Regulation.  Formal and informal restrictions on the transfer of the cash held by Nextel Argentina effectively prevent the transfer of such funds outside of Argentina. On January 6, 2002, an Argentine emergency law became effective, and the government formally declared a public emergency in economic, administrative, financial and exchange control matters. The law empowered the Federal Executive Power to regulate those areas until December 10, 2003, subject to overview by the National Congress. The Emergency Law amended several provisions of the 1991 Convertibility Law No. 23,928, the most significant of which was to repeal the peg of the Argentine peso to the U.S. dollar. The effectiveness of the Argentine Emergency Law has been extended through December 31, 2015 by the passing of a subsequent law on October 22, 2013.

The Argentine Central Bank has implemented certain formal and informal requirements related to the acquisition of foreign currency by Argentine and non-Argentine residents and on the inflow and outflow of capital to and from Argentina, including those for the purposes of repayment of principal and interest, dividend payments and repatriation of capital. In addition, there are specific guidelines that must be complied with in order to make any repayment of principal or interest to foreign creditors. According to these regulations, payments of profits and dividends abroad may be carried out as long as they correspond to financial statements certified by external auditors. These formal and informal requirements have restricted the convertibility of currency and the ability to repatriate capital from Nextel Argentina to its parent companies in 2014 and are expected to continue to restrict convertibility and the ability to repatriate capital in 2015.

On June 9, 2005, the Federal Executive Power issued a decree that introduced certain requirements surrounding the transfer of funds to and from Argentina and created a mandatory deposit of 30% of the funds transferred to Argentina. This decree provides that, under certain circumstances, both Argentinean and non-Argentinean residents transferring funds from abroad to Argentina are obligated to make a 365-day registered non-transferable non-interest bearing cash deposit equal to 30% of the funds transferred by them to Argentina. Among others, foreign direct investment and subscription of primary issuances of debt or cash securities with public offering in the capital or stock markets are exempt from such restricted deposit requirement.

Under applicable Argentine corporate law, a company may pay dividends only from liquid and realized profits as reported in the company’s financial statements prepared in accordance with Argentine generally accepted accounting principles and duly approved by the shareholders meeting. Of those profits, 5% must be set aside until a reserve of 20% of the company’s capital stock has been established. Effective September 23, 2013, dividend payments are subject to a 10% withholding tax. In addition, when the dividend payments are the result of profits paid out in excess of the accumulated profits computed for income tax purposes as of the financial year preceding the date of the distribution of such dividends, a 35% withholding tax applies on the amount of the surplus. A withholding tax of 35% applies to interest paid by Nextel Argentina to NII Holdings or any of its U.S. subsidiaries with respect to intercompany loans made by NII Holdings or its U.S. subsidiaries to Nextel Argentina.

Employees

As of December 31, 2014, we had about 9,800 employees. Nextel Brazil is a party to a legally mandated collective bargaining agreement that covers all of its employees and expires on September 30, 2015. Although Nextel Mexico is a party to certain collective bargaining agreements, as of December 31, 2014, none of Nextel Mexico’s employees have chosen to participate under these agreements. In addition, beginning in February 2014, Nextel Argentina is also a party to a collective bargaining agreement that covers the majority of its employees. NII Holdings is not a party to any collective bargaining agreement. We believe that the relationship between us and our employees, and between each of our operating companies and its employees, is good.

19

Access to Public Filings and Board Committee Charters

We maintain an internet website at www.nii.com. Information contained on our website is not part of this annual report on Form 10-K. Stockholders of the Company and the public may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed with or furnished to the SEC under the Securities Exchange Act of 1934, as amended, through the “investor relations” section of our website. This information is provided by a third party link to the SEC’s online EDGAR database, is free of charge and may be reviewed, downloaded and printed from our website at any time.

We also provide public access to our code of ethics, entitled the NII Holdings, Inc. Code of Conduct and Business Ethics, and the charters of the following committees of our Board of Directors: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Finance Committee. The committee charters may be viewed free of charge on the Investor Relations link of our website at the following address: www.nii.com. You may obtain copies of the committee charters and the Code of Conduct and Business Ethics free of charge by writing to: NII Holdings Investor Relations, 1875 Explorer Street, Suite 800, Reston, Virginia 20190. If a provision of our Code of Conduct and Business Ethics required under the Nasdaq Global Select Market corporate governance standards is materially modified, or if a waiver of our Code of Conduct and Business Ethics is granted to a director or executive officer, we will post a notice of such action on the Investor Relations link of our website at the following address: www.nii.com. Only the Board of Directors or the Audit Committee may consider a waiver of the Code of Business Conduct and Ethics for an executive officer or director.

Item 1A. Risk Factors

Investors should be aware that we and our business are subject to various risks, including the risks described below. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our common stock could decline due to any of these risks, and investors may lose all or part of any investment. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and included elsewhere. Please note that additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.

1. The filing of a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code will subject the Company to a number of risks and uncertainties and may have an adverse effect on the Company’s liquidity, results of operations, brand or business prospects, and any plan of reorganization implemented in the bankruptcy proceeding is expected to provide that holders of claims and interests with respect to our equity securities, or rights to acquire our equity securities, would be entitled to no recovery and that those claims and interests would be canceled for little or no consideration.

On September 15, 2014, NII Holdings, Inc. and certain of our subsidiaries filed voluntary petitions for relief under Chapter 11. As a result of this filing, our operations could be adversely affected, and there can be no assurances as to the length of the bankruptcy proceeding or whether any plan of reorganization will be approved by our creditors and confirmed by the Bankruptcy Court. While we expect to continue normal operations, upon commencement of the bankruptcy proceeding, transactions outside the ordinary course of business require Bankruptcy Court approval, which may limit our ability to timely respond to certain events or to take advantage of certain opportunities. The impact of the bankruptcy proceeding cannot be accurately predicted or quantified, and during the bankruptcy proceedings, we will be subject to additional risks and uncertainties relating to our ability to:

• obtain Bankruptcy Court approval with respect to motions filed in the bankruptcy proceedings from time to time;

• obtain creditor and Bankruptcy Court approval for, and then to confirm, a plan of reorganization to emerge from bankruptcy;

• attract and retain customers who may be unwilling to conduct business with us as a result of the bankruptcy proceedings;

• obtain and maintain acceptable terms with vendors and service providers and to maintain contracts that are critical to our operations;

• attract, motivate and retain key employees;

• execute transactions outside of the normal course of business; and

• execute our business plan.

20

In addition, we currently expect that, under any plan of reorganization implemented in the bankruptcy proceedings, the holders of claims and interests with respect to our equity securities, or rights to acquire our equity securities, will not be entitled to any recovery and that those claims and interests will be canceled for no consideration.

2. The inability to complete the sale of Nextel Mexico may have an adverse effect on our ability to emerge from bankruptcy and future liquidity.

The completion of the sale of Nextel Mexico is subject to several conditions, including: (i) the Bankruptcy Court having entered all appropriate orders; (ii) obtaining all required governmental approvals; (iii) the absence of a material adverse effect on Nextel Mexico; and (iv) certain other customary conditions. If these closing conditions are not satisfied or waived in accordance with the Purchase Agreement or if the Purchase Agreement is terminated for any other reason other than as a result of our decision to pursue a competing transaction, we may not be able to achieve certain milestone events included in the Revised PSA, including the Bankruptcy Court’s approval and completion of the sale of Nextel Mexico, confirmation of the Revised PSA and the occurrence of the effective date of the Revised Plan. If we fail to achieve any of these milestone events by the applicable date specified in the Revised PSA, the Revised PSA may be terminated and there can be no assurances that we will be able to reach a new plan support agreement or obtain creditor approval for a revised plan of reorganization to emerge from bankruptcy. Our failure to complete the sale of Nextel Mexico would also have an adverse impact on our liquidity requiring us to secure other sources of financing to support our business plan, which could also have an adverse impact on our ability to successfully develop and implement a plan of reorganization to emerge from bankruptcy.

3. Our failure to maintain effective internal controls over financial reporting may adversely affect the accuracy and timing of our financial reporting.

As described in Part II. Item 9A. Controls and Procedures included in this annual report on Form 10-K, we disclosed a material weakness in internal control over financial reporting related to an aggregation of control deficiencies in Brazil resulting from Nextel Brazil's failure to establish an effective control environment and monitoring activities, including an organizational structure with sufficiently trained resources where supervisory roles, responsibilities and monitoring activities are aligned with our financial reporting objectives. Further, Nextel Brazil did not maintain effective operation of process level controls, including reconciliation and management review controls. Our efforts to remediate these deficiencies are ongoing and include reassessing the organizational structure within Nextel Brazil, providing training on the Company's policies and procedures and the Company's system of internal control over financial reporting, including individuals' responsibilities, improving the documentation and operating effectiveness of internal controls over financial reporting and increasing the level of involvement and oversight from the corporate office until the organizational structure and financial reporting processes in Brazil have matured.

Our inability to maintain effective internal control over financial reporting, as described above, combined with issues or delays in implementing the improvements described herein, could result in a material misstatement to our financial statements or other disclosures, which could have an adverse effect on our business, financial condition or results of operations.

4. Due to our Chapter 11 filing and recent results of operations, we may not be able to continue as a going concern.

Over the course of the last several years, our results of operations, including our operating revenues and operating cash flows, have been negatively affected by a number of factors, including competitive pressure across all of our markets, the overall depreciation of the value of local currencies relative to the U.S. dollar, the impact of previous delays in the deployment and launch of services on our WCDMA networks, which combined with competitive conditions to slow the pace of subscriber growth and revenues on those networks, and the increased costs to support both of our networks. These and other factors had a significant negative impact on our results, and as a result, we ended 2014 with a significantly smaller subscriber and revenue base than was necessary to reach the scale required to generate positive operating income.

These conditions, and their impact on our liquidity, raise substantial doubt about our ability to fund our debt obligations when they become due, which in addition to our failure to satisfy certain financial covenants under our existing debt obligations, raise substantial doubt about our ability to continue as a going concern. For this purpose, we assume that a business is generally considered to be a going concern if there is neither the intention nor the need to liquidate or materially curtail the scope of its business plans.

a. We may not be able to execute our business plan or meet our obligations.

Based on our current cash and investment balances and forecasted payment obligations, it will be necessary for us to raise debtor-in-possession financing by the second quarter of 2015 to ensure we can continue to meet those obligations in the ordinary course of business. We plan to secure $350.0 million in bridge loan financing contemplated by the Revised PSA that would remain

21

outstanding in order to provide us with the additional liquidity necessary to fund our business plan until the sale of Nextel Mexico is completed. We expect to use a portion of the proceeds from the sale of Nextel Mexico to repay this debtor-in-possession loan and support our business plan going forward.

Our current circumstances, together with the restrictions in our current financing arrangements and/or general conditions in the financial and credit markets would be expected to make it difficult to obtain funding for our business either before or after we emerge from Chapter 11 pursuant to a confirmed plan of reorganization. If available, the cost of any funding could be both significant and higher than the cost of our existing financing arrangements. Moreover, the debtors' access to additional funding will be subject to the approval of the Bankruptcy Court while our Chapter 11 cases are pending, and we believe that our ability to secure significant additional funding, other than debtor-in-possession financing obtained while we are subject to the Chapter 11 proceedings, will not be available until we emerge from those proceedings. Our inability to obtain suitable financing when it is required for these or other reasons could, among other things, negatively impact our results of operations and liquidity and result in our inability to implement our current or future business plans.

Our current business plan assumes that customers will find our services attractive and that we will be able to continue to expand our subscriber base on our WCDMA networks. Our business plan also assumes that we will increase our operating revenues and ultimately generate positive operating cash flows. However, given the factors that have negatively affected our business, the difficulties associated with predicting our ability to overcome these factors and the uncertainty regarding our ability to complete the proposed sale of Nextel Mexico and confirm a plan of reorganization that would allow us to successfully restructure our debt obligations and emerge from the Chapter 11 proceedings, there can be no assurance that we will be able to achieve these results.

b. As of December 31, 2014, we were in violation of one or more of the financial covenants under some of our financing arrangements.

The negative impact of the factors discussed above on our results of operations also adversely affected our ability to comply with certain financial covenants in our existing debt obligations. Specifically, as of the June 30, 2014 measurement date, we were not in compliance with certain financial covenants in our equipment financing facilities in Brazil and Mexico. In December 2014, Nextel Brazil and Nextel Mexico and the lender under the equipment financing facilities agreed to amendments to those facilities that removed all financial covenants beginning with the December 31, 2014 measurement date and continuing through the June 30, 2017 measurement date. In addition, in February 2015, Nextel Brazil and the lenders providing the Brazil local bank loans entered into standstill agreements under which the lenders agreed that they would not seek remedies under the provisions of the agreements related to Nextel Brazil's failure to satisfy the financial covenants in the loan agreements in the period before September 15, 2015 and that further principal repayment obligations due between the signing date and September 15, 2015 would be suspended. In addition, the standstill agreements formally commit the lenders to sign amendments once certain conditions are met. Among others, these conditions include an effective date of our emergence from Chapter 11 on or prior to September 15, 2015. In the event of a breach of one or more of the conditions listed above, the lenders have the right to terminate the standstill agreement and exercise all remedies under the agreements in place, including but not limited to declaring an event of default for noncompliance with the financial covenants and/or nonpayment of amounts due under the repayment schedule. Following the declaration of an event of default, the lenders will have the right to accelerate the loans and proceed with claims against the collateral. See Note 9 to our consolidated financial statements for more information.

5. Our independent registered public accounting firm has indicated that our financial condition raises substantial doubt as to our ability to continue as a going concern.

Based on our results of operations, including our operating revenues and operating cash flows, and the impact such results have had on our liquidity, in combination with the uncertainty surrounding our Chapter 11 filing and other factors, our independent registered public accounting firm has included a statement with respect to our ability to continue as a going concern in their report on our consolidated financial statements for the year ended December 31, 2014. See “3. Due to our Chapter 11 filing and recent results of operations we may not be able to continue as a going concern." and "— Business Update." However, our financial statements have been prepared assuming we will continue to operate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The reaction of investors and others to the inclusion of a going concern statement by our auditors, our results of operations and questions regarding our potential inability to continue as a going concern may cause others to choose not to deal with us due to concerns about our ability to meet our contractual obligations and may materially adversely affect our share price and our ability to continue to execute our business plans, raise new capital and/or make our scheduled debt payments on a timely basis or at all.

22

6. Because our cash flows from operating activities are negative, and are expected to continue to be negative through 2015, we will likely need to meet our obligations and fund our working capital with cash on hand and proceeds from asset sales.

Our cash flows from operating activities were negative in 2014, and based on our current plans, we expect our cash flows from operating activities to remain negative through 2015. Our current plans are based on a number of key assumptions relating to, among other things, our ability to attract and retain customers and build our subscriber and revenue base without significantly increasing our costs. If any of our assumptions are not borne out or are otherwise not correct, our cash flows from operations could be significantly lower than expected. As a result, our cash flows from operating activities could continue to be negative or our capital expenditures could exceed our cash flows from operations beyond 2015 and for an extended period of time. There can be no assurance that we will succeed in executing on our plans or that we will generate positive cash flows from operations or cash flows from operations sufficient to cover our capital expenditures in the future. See “3. Due to our Chapter 11 filing and recent results of operations we may not be able to continue as a going concern.”

Our current business plan assumes that we will complete the proposed sale of Nextel Mexico, that customers will find our services attractive and that we will be able to continue to expand our subscriber base on our WCDMA network in Brazil. We also assume that we will be able to achieve a partial reversal of the subscriber loss trends we have experienced recently. However, given the factors that have negatively affected our business, the difficulties associated with predicting our ability to overcome these factors and the uncertainty regarding our ability to complete the Nextel Mexico sale and to confirm a plan of reorganization that would allow us to successfully restructure our debt obligations and emerge from the Chapter 11 proceedings, there can be no assurance that we will be able to achieve these results. In addition, we need to pay cash taxes and fund our working capital.

Due to the combined impact of the commencement of the Chapter 11 cases relating to NII Holdings, Inc. and certain of its non-operating subsidiaries, our recent and projected results of operations and other factors, our access to the capital markets is likely to be limited or nonexistent. The debtors' access to additional funding will also be subject to the approval of the Bankruptcy Court while they remain in Chapter 11 proceedings, and we believe that our ability to secure significant additional funding, other than any debtor-in-possession financing obtained while we are subject to the Chapter 11 proceedings that we would expect to repay with proceeds from the proposed sale of Nextel Mexico, will be conditioned upon our emergence from those proceedings pursuant to a confirmed plan of reorganization.

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

Our business involves selling wireless communications services to subscribers, and as a result, our economic success is based on our ability to attract new subscribers and retain current subscribers. Our success will depend on the ability of our operating companies to compete effectively with other telecommunications services providers, including other wireless telecommunications companies, internet and cable service providers and providers of fixed wireline services, in the markets in which they operate. Our ability to compete successfully will depend on our ability to anticipate and respond to various competitive factors affecting the telecommunications industry in our markets, including the availability of new services, features and technologies; changes in consumer preferences, demographic trends and economic conditions; our ability to fund our operations; and our competitors' pricing strategies.

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.

Competition among telecommunications service providers in our markets is intense as multiple carriers seek to attract and retain customers. Some of the factors contributing to this competitive environment include a higher relative penetration of wireless services in our markets compared to historic levels, which drives more aggressive competition as competitors seek to attract and retain customers that support the growth of their businesses in a more saturated market, the development and availability of new products and services, including services supported by new technologies, and the entry of new competitors. We also expect the current trend of alliances, cost-sharing arrangements and consolidation in the wireless and communications industries to continue as companies respond to the need for cost reduction and additional spectrum. This trend may result in the creation of larger and more efficient competitors with greater financial, technical, promotional and other resources to compete with our businesses. In addition, as we continue to pursue our plans to expand our marketing and sales focus to include a larger segment of high value consumers, we will be increasingly seeking to attract customers in segments that have historically been predominantly served by our competitors, many of which are larger companies with more extensive networks, financial resources and benefits of scale that allow them to spend more money on marketing and advertising than us and to exploit scale advantages that allow them to offer products and services at a lower cost.

In order to obtain a competitive advantage, our competitors have, among other things:

23

• provided increased handset subsidies;

• offered higher commissions to distributors;

• offered a broader range of handsets and, in some cases, offered those handsets through exclusivity periods;

• provided discounted or free airtime or other services;

• 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.

In addition, number portability requirements, which enable customers to switch wireless providers without changing their wireless numbers, have been implemented in all of our markets, making it easier for wireless providers to effectively target and attract their competitors' customers.

The competitive environment in our markets and competitive strategies of our competitors will put pressure on the prices we can charge for our services and for handsets and other devices that we sell in connection with our service offerings. These developments and actions by our competitors could continue to negatively impact our operating results and our ability to attract and retain customers. These competitive conditions may also require that we incur increased costs such as higher sales commissions or handset subsidies as we add new customers, which may reduce our profitability even while customer growth continues. If we are unable to respond to competition and compensate for declining prices by adding new customers, increasing usage and offering new services, our revenues and profitability could continue to decline.

b. Competition and technological changes in the market for wireless services, including competition driven by our competitors' deployment of long-term evolution or other advanced technologies, could negatively affect our average revenue per subscriber, customer turnover, operating costs and our ability to attract new subscribers, resulting in adverse effects on our revenues, future cash flows, growth and profitability. If we do not keep pace with rapid technological changes or if we fail to deploy our WCDMA networks and offer new services on these networks in a manner that delivers a quality customer experience, we may not be able to attract and retain customers.

The wireless telecommunications industry is experiencing significant technological change. Spending by our competitors on new wireless services and network improvements could enable them to obtain a competitive advantage with new technologies or enhancements that we do not offer. Rapid change in technology may lead to the development of wireless communications technologies that support products or services that consumers prefer over the products or services that we offer. If we are unable to keep pace with future advances in competing technologies on a timely basis, or at an acceptable cost, we may not be able to compete effectively and could lose subscribers to our competitors.

While we have deployed or are in the process of deploying our WCDMA networks in our markets other than Argentina, they have yet to achieve wide acceptance, and competitors in each of our markets have launched new or upgraded networks that use technology similar to the WCDMA networks that we have deployed or are in the process of deploying and are designed to support services that use high speed data transmission capabilities, including internet access and video telephony, and some of those competitors have expended significant resources and made substantial investments to deploy upgrades to the technology used in their networks. Some of our competitors have also deployed or announced their plans to deploy new network technologies that could provide further enhancements to data speed and capacity in our markets, including services utilizing LTE technologies. These and other future technological advancements may enable competitors to offer features or services we cannot provide or exceed the quality of services we offer, thereby making our services less competitive. In addition, we may not be able to accurately predict technological trends or the success of new services in the market. If our services fail to gain acceptance in the marketplace in the near term, or if costs associated with implementation and completion of the introduction of these services materially increase, our ability to retain and attract customers could continue to be adversely affected. In particular, our push-to-talk services on our new WCDMA networks may not meet the continually changing demands of our customers and may no longer serve to differentiate our services in the future.

In Brazil and Argentina, our current 800 MHz spectrum holdings are largely contiguous, making it possible to use that spectrum to support future technologies, if certain technical, operational and regulatory requirements are met, including, for example, the availability of compatible network and subscriber equipment. In Mexico, our 800 MHz spectrum is either partially contiguous or non-contiguous. As a result, while it may be feasible to use a portion of the spectrum to support future technologies, it will be necessary to reconfigure the spectrum band to increase the amount of contiguous spectrum for it to be used to efficiently support those technologies. In Argentina, we do not hold rights to use additional spectrum in bands that would facilitate a transition

24

to a new network technology, which could make it more difficult or impossible for us to deploy new and more competitive services in Argentina.

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

Because of their size, scale and resources, some of our competitors may be able to offer services to subscribers at prices that are below the prices that our operating companies can offer for comparable services. Many of our competitors are well-established companies that have:

• substantially greater financial and marketing resources;

• larger customer bases;

• larger spectrum positions; 

• higher profitability and positive free cash flow;

• more access to funding, lower leverage and lower cost of financing; and

• larger service coverage areas than those of our operating companies.

If we cannot compete effectively based on the price of our service offerings and related cost structure, our results of operations may be adversely affected.

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.

Our iDEN-based networks utilize a proprietary technology developed and designed by Motorola Solutions, and Motorola Mobility is the primary supplier for the network equipment and handsets we sell for use on our iDEN networks. In contrast, all of our competitors use infrastructure and customer equipment that are based on standard technologies like the global system for mobile communications standard, or GSM, and WCDMA, which are substantially more widely used technologies than iDEN, are available from a significant number of suppliers and are produced in much larger quantities for a worldwide base of customers. While we expect to capture cost benefits from our transition to WCDMA networks and services, our plans to continue to offer handsets that feature push-to-talk services, as well as our smaller size relative to our competitors, may result in the cost of our handsets being higher, particularly those that are designed specifically to support push-to-talk services, because they will not be produced in the same quantities as our competitors' more standardized WCDMA handsets. As a result, our competitors benefit from economies of scale and lower costs for handsets and infrastructure equipment than are available to us. The higher costs of our handsets and other equipment may make it more difficult for us to attract or retain customers, and may require us to absorb a comparatively larger cost of offering handsets to new and existing customers. The combination of these factors may place us at a competitive disadvantage and may reduce our growth and profitability.

In addition, the spectrum band that we use to support our WCDMA networks and services in Mexico is not as widely used throughout the world to support WCDMA networks as other spectrum bands that are being used by some of our competitors. Utilizing this type of spectrum band may have an adverse impact on the availability of certain types of handsets that our customers may desire and may increase the costs of the handsets we offer.

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

In some markets, our operating companies compete against a government-owned telecommunications operator or a formerly government-owned telecommunications operator, some of which enjoy a near monopoly position relating to the provision of wireline telecommunications services and may have a wireless affiliate. For example, an affiliate of Telcel, which is our largest competitor in Mexico, is the incumbent provider of wireline services in Mexico and was formerly a government-owned monopoly. In Argentina, we expect to compete against ARSAT, which is a government-owned telecommunications operator. Our operating companies may be at a competitive disadvantage in these markets because former government-owned incumbents or affiliated competitors may have:

• 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.

For example, the services that we provide on our new WCDMA networks require significantly greater data capacity than is the case on our iDEN networks, and this higher capacity demand have made it necessary for us to obtain wireline or other connecting

25

circuits between elements of our network such as switches and transmitter and receiver sites that are capable of transporting a significantly higher volume of data traffic. In some instances, the availability of those higher capacity circuits is limited and in many cases, our access to those circuits is controlled by entities that are affiliated with our competitors. As a result, we are dependent on entities that are affiliated with our competitors to provide us with the data transport services needed to support our networks and services. Our ability to offer services could be adversely affected if those entities were to choose to allocate limited transport capacity to other customers including their wireless affiliates or otherwise make it more difficult for us to obtain the necessary transport capacity to support our networks and services.

Our operating companies may also encounter obstacles and setbacks if local governments adopt policies favoring these competitors or otherwise afford them preferential treatment. As a result, our operating companies may be at a competitive disadvantage to incumbent providers, particularly as our operating companies seek to offer new telecommunications services.

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 subscribers.

In recent years, we have deployed and will continue to expand and enhance our WCDMA networks, but our current networks do not offer nationwide coverage in the countries in which we operate nor will they provide the coverage available on some of our competitors' networks. Although we have entered into roaming agreements relating to our WCDMA services in Brazil and Mexico that allow our customers to use roaming services in a broader area in those markets, we are not able to supplement our iDEN network coverage using roaming arrangements because the uniqueness of our iDEN technology limits our potential roaming partners for subscribers solely on iDEN networks. In addition, the implementation of the roaming services that support our WCDMA services are subject to the risks described below, and the costs of such services may be uneconomical, particularly if the competitive environment continues to put pressure on the prices we are able to charge for services provided to our customers. As a result, we will not be able to utilize roaming arrangements to extend the coverage of our iDEN networks and may not be able to economically extend the coverage of our WCDMA networks using our existing or future roaming arrangements, making it difficult for us to provide geographic coverage for our services that is sufficient to attract and retain certain subscribers and compete effectively with competitors that operate mobile networks with more extensive service areas.

We have entered into roaming arrangements with respect to services supported by our WCDMA networks in Brazil and Mexico that enable our customers in Brazil and Mexico to roam within those markets in areas where we do not offer network coverage. There is no guarantee we will be able to effectively implement or maintain these agreements to provide roaming service in areas where we do not have network coverage or that the terms of those agreements will allow us to utilize roaming services to economically extend our coverage areas. In addition, we have entered into agreements with wireless carriers in a number of countries that allow customers whose service is supported by our WCDMA networks to utilize roaming services in those countries. Both in-market and international roaming requires our customers to rely on networks that are owned and operated by third parties and, in the case of in-market roaming, by our competitors. We are unable to ensure the availability of services or data speeds on these networks, and in most cases, push-to-talk service, one of our key differentiators, will not be available or will not have the same level of performance when our subscribers are roaming, which could negatively affect the service experience of our customers and ultimately make it more difficult to retain these subscribers.

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

In recent years, we have experienced a higher consolidated customer turnover rate compared to earlier periods, which resulted primarily from the combined impact of weaker economic conditions, more competitive sales environments in the markets in which we operate and our offering of prepaid and hybrid services to customers who are more likely to change service providers.

In addition, we have broadened our target market to include customers that have typically demonstrated a willingness to change service providers more frequently and have increased our usage of prepaid and hybrid post and prepaid payment terms as part of our service plans in order to attract more price sensitive customers, both of which had an adverse impact on our consolidated customer turnover rate. These and other changes in our marketing strategies and the types of customers we target have recently had a negative impact on our consolidated customer turnover rate and could continue to have that impact in the future. Subscriber losses adversely affect our business and results of operations because these losses result in lost revenues and cash flow, drive higher bad debt expenses and require us to attract replacement customers and incur the related sales commissions and other costs. Although attracting new subscribers and retaining existing subscribers are both important to the financial viability of our business, there is an added focus on retaining existing subscribers because the cost of acquiring a new subscriber is much higher. Accordingly, increased levels of subscriber deactivations have had and could continue to have a negative impact on our results, even if we are able to attract new subscribers at a rate sufficient to offset those deactivations. If we experience further increases in our customer turnover rate, or if the higher customer turnover rates we are currently experiencing do not decline to levels that are closer to what we have historically experienced, our results of operations could be adversely affected.

26

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

Customer acceptance of the services we offer on our networks is and will continue to be affected by technology-based differences and by the operational performance and reliability of these networks. We may have difficulty attracting and retaining customers if: we are unable to satisfactorily address and resolve performance or other transmission quality issues as they arise; these issues limit our ability to deploy or expand our network capacity as currently planned; or these issues place us at a competitive disadvantage to other wireless providers in our markets. In Mexico, our subscriber base, operating revenues and operating cash flows were negatively impacted by Sprint's decision to deactivate its iDEN network in the U.S. in mid-2013 and our failure to effectively deploy and optimize our WCDMA network to meet the needs of customers who were seeking new services to replace their iDEN services, particularly customers living in areas near the border of Mexico and the U.S. These factors contributed to the negative market perception of our brand and services provided using our WCDMA network that developed in Mexico in late 2013, and our competitors in Mexico used this negative perception as an opportunity to aggressively target our existing and potential subscribers, making it difficult for us to attract and retain subscribers and resulting in a significant decline in our subscriber base from December 31, 2013 to December 31, 2014.

i. Customer concerns about our financial condition, ability to continue as a going concern and ability to implement our business plan, including our network development and deployment efforts, may have an additional adverse effect on our ability to attract and retain customers.

We believe that our customers may take our medium- to long-term operating and financial outlook, particularly to the extent that it is perceived to impact our network deployment and development, into account when deciding whether to continue or begin service with us. Recently, our results of operations, including our operating revenues and operating cash flows, have been negatively affected by a number of factors. See “3. Due to our Chapter 11 filing and recent results of operations, we may not be able to continue as a going concern.” If customers or potential customers who are aware of our recent results of operations, or of current and future adjustments to our business plan in response to those results, become concerned that we will be unable to continue to provide service to them at a quality level that meets their needs, customer deactivations could increase and new subscribers could decrease relative to our business plans. Our current business plan assumes that customers will find our services attractive and that we will be able to increase our subscriber base. However, given the factors that have negatively affected our business and the difficulties associated with predicting our ability to overcome these factors, there can be no assurance that these assumptions will prove to be correct. Increases in customer deactivations and decreases in new subscribers relative to our business plan would adversely affect our revenues and our ability to generate the cash needed to fund our business and meet our other obligations.

8. If we are not able to manage our future growth, our operating results will suffer.

Our ability to achieve our long-range business goals and to grow profitably is dependent on our ability to manage changes to our business model and cost structure that are necessary to allow us to pursue our plans to expand both our service offerings and our targeted customer segments, including by implementing new and more efficient supporting business systems and processes. Our inability to complete these efforts in a timely fashion, or to manage the related costs, could have an adverse impact on our business.

a. We may be limited in our ability to grow unless we successfully expand network capacity and launch competitive services.

To continue to successfully retain our existing customers, increase our customer base and pursue our business plan, we must economically:

• expand 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.

In particular, the deployment and expansion of the coverage and capacity of our WCDMA networks will require us to deploy a significant number of new transmitter and receiver sites in order to meet the expanded coverage and capacity requirements for those networks resulting from differences in our commercial strategies, differences in the propagation characteristics of the spectrum bands being used to support those networks and the coverage requirements associated with the spectrum licenses being utilized for those networks. In some of our markets, individuals and governments are opposing new tower construction and supporting laws restricting the construction of towers and other transmitter and receiver sites. Compliance with such laws could increase the time and costs associated with our planned network deployments. The effort required to locate and build a significant number of

27

additional transmitter sites across our markets in coming years will be substantial, and our failure to meet this demand could delay or impair the expansion of our WCDMA networks, which would adversely affect our business.

In addition, as we launch a broader array of services on our WCDMA networks, we must develop, test and deploy new supporting technologies, software applications and systems intended to enhance our competitiveness both by supporting existing and new services and features, and by reducing the costs associated with providing those services. Successful deployment and implementation of new services and technology on our WCDMA networks depend, in part, on the willingness and ability of third parties to develop new handsets and applications that are attractive to our customers and that are available in a timely manner. We may not be able to successfully expand our WCDMA networks as needed or complete the development and deployment of competitive services using our new networks. Failure to successfully expand those networks and services could also be expected to result in subscriber dissatisfaction that could affect our ability to retain subscribers and could have an adverse effect on our results of operations and growth prospects. If this occurs, we may be unable to recover the substantial investment we are making in our new networks and the related costs we incur to offer these new services.

b. Failure to successfully implement core information technology and operating systems may adversely affect our business operations.

Our business strategy envisions growing our business by successfully building and deploying our WCDMA networks, expanding our product and service offerings and expanding our target customer base. Even if we do expand our business, if we fail to manage our growth effectively, our financial results could be adversely affected. Separately, growth may place a strain on our management systems and resources. We must continue to refine and expand our business development and sales capabilities, our network operations and information technology infrastructure, and the hardware, software, systems, processes and people to effectively support current and future sales, customer service and information requirements of our business in an efficient and cost-effective manner. In addition, failure to prioritize technology initiatives and effectively allocate resources in order to achieve our strategic goals could result in a failure to realize those goals, including the expected benefits of our growth, and could negatively affect our financial results.

Changes to our networks and business strategies require us to implement new operating and supporting systems to improve our ability to address the needs of our customers, as well as to create additional efficiencies and strengthen our internal controls over financial reporting. We may not be able to successfully implement these new systems in an effective or timely manner or we could fail to complete all necessary data reconciliation or other conversion controls when implementing the new systems. In addition, we may incur significant increases in costs and encounter extensive delays in the implementation and rollout of these new systems. Failure to effectively implement our new operating systems may adversely affect our results of operations, customer perceptions and internal controls over financial reporting.

As we grow, we must continue to hire, train, supervise and manage new employees. We cannot assure you that we will be able to allocate our human resources optimally or identify and hire qualified employees or retain valued employees. If we are unable to manage our growth and operations, our results of operations could be adversely affected.

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

In some instances, the rights to use the spectrum that supports our WCDMA networks come with significant regulatory requirements governing the coverage of these networks, the timing of deployment of these networks and the loading of new customers on these networks. If we fail to meet these regulatory requirements, the applicable regulators could assess fines and, in some instances, take action to revoke our spectrum rights.[In addition, our deployment of these new networks will require significant capital expenditures and will result in incremental operating expenses prior to fully launching services. Costs could increase beyond expected levels as a result of unforeseen delays, cost overruns, unanticipated expenses, regulatory changes, engineering design changes, problems with network or systems compatibility, equipment unavailability and technological or other complications.

In addition, regulators could require us to provide competitors with the ability to interconnect with our push-to-talk services and, accordingly, gain access to our push-to-talk customers in the future. This access could dilute the competitive advantage and negatively affect the quality of this key differentiator, which could affect the willingness of current customers to remain on our network and negatively impact the willingness of potential customers to choose our service.

9. Laws restricting the exchange of currencies or expatriating funds limit the ability of our subsidiaries to make funds available to us.

Because almost all of our business operations and assets are conducted and held by our foreign subsidiaries, we depend on those subsidiaries to provide us with cash to satisfy our obligations whether in the form of advances from our subsidiaries, the repayment by our subsidiaries of intercompany loans or the payment of dividends and other distributions from the net earnings and cash flow generated by these subsidiaries. Laws or regulations restricting the exchange of currencies or expatriation of funds limit the ability of these subsidiaries to distribute cash or assets. For example, in Argentina, the Argentine Central Bank has

28

implemented certain formal and informal requirements related to the acquisition of foreign currency by Argentine and non-Argentine residents and on the inflow and outflow of capital to and from Argentina, including those for the purposes of repayment of principal and interest, dividend payments and repatriation of capital. From time to time, the Argentine Central Bank and other authorities in Argentina have used these formal and informal requirements to limit the convertibility of currency and our ability to repatriate capital from Nextel Argentina to its parent companies. Due to these restrictions, cash and investments held by Nextel Argentina are not available to our holding company or our subsidiaries located outside of Argentina. Brazilian law provides that the Brazilian government may, for a limited period of time, impose restrictions on the remittance by Brazilian companies to foreign investors of the proceeds of investments in Brazil. These restrictions may be imposed whenever there is a material imbalance or a serious risk of a material imbalance in Brazil's balance of payments. The inability to receive sufficient cash from our subsidiaries to satisfy our obligations would require us to obtain additional debt or equity financing or sell assets to meet those obligations. There can be no assurance that we would be able to obtain such financing or sell assets at acceptable terms or at all and, under such circumstances, our failure to do so could prevent us from satisfying our obligations and from maintaining cash for dividends.

10. We operate exclusively in foreign markets, and our assets, subscribers and cash flows are concentrated in Latin America, which presents risks to our operating plans. These risks will become more concentrated in Brazil if we complete the sale of Nextel Mexico.

As a holding company with operations concentrated in Latin America, our growth and operating results are dependent on the strength and stability of the economic, political and regulatory environments in which we operate. If we successfully complete the proposed sale of Nextel Mexico, as discussed in "Item 1. Business — Business Update," the risks associated with operating exclusively in foreign markets will relate primarily to the events and conditions in Brazil, and changes in the economic, political and regulatory environment or foreign currency exchange rates in Brazil will have a more significant impact on our operating results than has been the case historically with operations in multiple Latin American markets. As a result, our business and operations may be subject to a higher degree of risk and volatility due to the impact of the risks described below.   

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

Historically, in the countries in which we do business, the values of the local currencies in relation to the U.S. dollar have been volatile. The unstable global economic environment and recent weakness in the economies of some of the countries where we operate has led to increased volatility in these currencies. Nearly all of our revenues are earned in non-U.S. currencies, but we report our results in U.S. dollars. As a result, fluctuations in foreign currency exchange rates have had and can have a significant impact on our reported results that may not reflect the operating trends in our business. In addition, almost 50% of our outstanding debt that has not been classified as subject to compromise is denominated in U.S. dollars. A decline in the values of the local currencies in the markets in which we operate makes it more costly for us to service our U.S. dollar-denominated debt obligations and affects our operating results because we generate nearly all of our revenues in foreign currencies, but we pay for some of our operating expenses and capital expenditures in U.S. dollars. Further, because we report our results of operations in U.S. dollars, declines in the value of local currencies in our markets relative to the U.S. dollar result in reductions in our reported revenues, as well as a reduction in the carrying value of our assets, including the value of cash investments held in local currencies. Depreciation of the local currencies also results in increased costs to us for imported equipment. We have entered into some limited hedging arrangements to mitigate short-term volatility in foreign exchange rates, but have not hedged against long-term movements in foreign exchange rates because the alternatives currently available for hedging against those movements are limited and costly. As a result, if the values of local currencies in the countries in which our operating companies conduct business depreciate relative to the U.S. dollar, we would expect our reported operating results in future periods, and the value of our assets held in local currencies, to be adversely affected.

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.

Our operations depend on the economies of the markets in which our operating companies conduct business, all of which are considered to be emerging markets. These markets are in countries with economies in various stages of development, some of which are subject to volatile economic cycles and significant, rapid fluctuations in terms of commodity prices, local consumer prices, employment levels, gross domestic product, interest rates and inflation rates, which have been generally higher, and at times, significantly higher than the inflation rate in the U.S. If these economic fluctuations and higher inflation rates make it more difficult for customers to pay for our products and services, we may experience lower demand for our products and services and a decline in the growth of their customer base and in revenues. In addition, in recent years, the economies in some of the markets in which we operate have also been negatively affected by volatile political conditions and, in some instances, by significant intervention by the relevant government authorities relating to economic and currency exchange policies. For more information, see "9. Laws restricting the exchange of currencies or expatriating funds limit the ability of our subsidiaries to make funds available

29

to us." Limitations on our ability to convert currency and repatriate and redeploy capital may prevent us from managing our business and financial obligations in a cost effective manner, compete effectively, take advantage of new business opportunities and grow our business.

We are unable to predict the impact that local or national elections and the associated transfer of power from incumbent officials or political parties to newly elected officials or parties may have on the local economy or the growth and development of the local telecommunications industry. Changes in leadership or in the ruling party in the countries in which we operate may affect the economic programs developed under the prior administration, which in turn, may adversely affect the economies in the countries in which we operate. Other risks associated with political instability could include the risk of expropriation or nationalization of our assets by the governments in the markets where we operate. Although political, economic and social conditions differ in each country in which we currently operate, political and economic developments in one country or in the U.S. may affect our business as a whole, including our access to international capital markets to obtain funding needed for our business or to refinance our existing indebtedness.

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.

Our operations are subject to local laws and regulations in the countries in which we operate, which may differ substantially from those in the U.S., and we could become subject to legal penalties in foreign countries if we do not comply with those local laws and regulations. In some foreign countries, particularly in those with developing economies, persons may engage in business practices that are prohibited by U.S. regulations applicable to us such as the Foreign Corrupt Practices Act, or the FCPA. The FCPA prohibits us from providing anything of value to foreign officials for the purpose of influencing official decisions or obtaining or retaining business. Our employees and agents interact with government officials on our behalf, including interactions necessary to obtain licenses and other regulatory approvals necessary to operate our business and through contracts to provide wireless service to government entities, creating a risk that actions may occur that could violate the FCPA. Although we have implemented policies and procedures designed to ensure compliance with local laws and regulations as well as U.S. laws and regulations, including the FCPA, there can be no assurance that all of our employees, consultants, contractors and agents will abide by our policies. The penalties for violating the FCPA can be severe. Any violations of law, even if prohibited by our policies, could have a material adverse effect on our business.

In addition, in each market in which we operate, one or more regulatory entities regulate the licensing, construction, acquisition, ownership and operation of our wireless communications systems. Adoption of new regulations, changes in the current telecommunications laws or regulations or changes in the manner in which they are interpreted or applied could adversely affect our operations by increasing our costs, reducing our revenues or making it more difficult for us to compete.

The regulatory schemes in the countries in which we operate allow third parties, including our competitors, to challenge our actions or decisions of the regulators in our markets that potentially benefit us such as decisions regarding the allocation and licensing of spectrum. If our competitors are successful in pursuing claims such as these, or if the regulators in our markets take actions against us in response to actions initiated by our competitors, our ability to pursue our business plans and our results of operations could be adversely affected.

Finally, rules and regulations affecting placement and construction of our transmitter and receiver sites affect our ability to deploy and operate our networks in each of our markets, and therefore impact our business strategies. In some of our markets, local governments have adopted very stringent rules and regulations related to the placement and construction of wireless towers, or have placed embargoes on some of the cell sites owned by our operating companies, which can significantly impede the planned expansion of our service coverage area or require us to remove or modify existing towers, which can result in unplanned costs, negatively impact network performance and impose new and onerous taxes and fees. Compliance with such laws, rules and regulations could increase the time and costs associated with our planned network deployments. The propagation characteristics of the spectrum bands being used to support our WCDMA networks and the coverage requirements associated with the spectrum licenses being utilized for those networks, particularly in Brazil, will require substantially more transmitter and receiver sites to meet the minimum coverage requirements of those licenses and to provide coverage to the areas needed to provide competitive services. In addition, our licenses to use spectrum in some of our markets require us to build our networks within proscribed time periods, and rules and regulations affecting tower placement and construction could make it difficult to meet our build requirements in a timely manner or at all, which could lead us to incur unplanned costs or result in the loss of spectrum licenses.

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

Our operations are highly dependent upon the successful and cost-efficient importation of network equipment and handsets and other devices from locations outside the countries in which we operate. Network equipment and handsets may be subject to

30

significant import duties and other taxes in the countries in which our operating companies conduct business. Any significant increase in import duties in the future could significantly increase our costs. To the extent we cannot pass these costs on to our customers, our financial results will be negatively impacted.

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.

Many of the foreign countries in which we operate have increasingly turned to new taxes, as well as aggressive interpretations of current tax law, as a method of increasing revenue. For example, our operating company in Brazil is required to pay two types of income taxes, which include a corporate income tax and a social contribution tax and is subject to various types of non-income related taxes, including value-added tax, excise tax, service tax, importation tax and property tax. In addition, the reduction in tax revenues resulting from the economic downturn that has occurred in the last several years has led to proposals and new laws in some of our markets that increase the taxes imposed on sales of handsets and on telecommunications services. The provisions of new tax laws may attempt to prohibit us from passing these taxes on to our customers or our ability to do so may be limited by competitive conditions. These taxes may reduce the amount of earnings that we can generate from our services or in some cases may result in operating losses.

Distributions of earnings and other payments, including interest, received from our operating companies may be subject to withholding taxes imposed by some countries in which these entities operate. Any of these taxes will reduce the amount of after-tax cash we can receive from those operating companies.

In general, a U.S. corporation may claim a foreign tax credit against its federal income tax expense for foreign withholding taxes and, under certain circumstances, for its share of foreign income taxes paid directly by foreign corporate entities in which the company owns 10% or more of the voting stock. Our ability to claim foreign tax credits is, however, subject to numerous limitations, and we may incur incremental tax costs as a result of these limitations or because we do not have U.S. Federal taxable income.

We may also be required to include in our income for U.S. federal income tax purposes our proportionate share of specified earnings of our foreign corporate subsidiaries that are classified as controlled foreign corporations, without regard to whether distributions have been actually received from these subsidiaries.

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

A number of the agreements that we and our operating companies enter into with third parties are governed by the laws of, and are subject to dispute resolution in the courts of or through arbitration proceedings in, the countries or regions in which the operations are located. We cannot accurately predict whether these forums will provide effective and efficient means of resolving disputes that may arise. Even if we are able to obtain a satisfactory decision through arbitration or a court proceeding, we could have difficulty enforcing any award or judgment on a timely basis. Our ability to obtain or enforce relief in the U.S. is also uncertain.

11. The costs we incur to connect our operating companies’ networks with those of other carriers are subject to local laws in the countries in which they operate and may increase, which could adversely impact our financial results.

Our operating companies must connect their telecommunication networks with those of other carriers in order to provide the services we offer. We incur costs relating to these interconnection arrangements and for local, long distance and data transport services relating to the connection of our transmitter sites and other network equipment. These costs include interconnection charges and fees, charges for terminating calls on the other carriers’ networks and transport costs, most of which are measured based on the level of our use of the related services. We are able to recover a portion of these costs through revenues earned from charges we are entitled to bill other carriers for terminating calls on our network, but because users of mobile telecommunications services who purchase those services under contract generally, and business customers like ours in particular, tend to make more calls that terminate on other carriers’ networks and because we have a smaller number of customers than most other carriers, we incur more charges than we are entitled to receive under these arrangements. The terms of the interconnection and transport arrangements, including the rates that we pay, are subject to varying degrees of local regulation in most of the countries in which we operate, and often require us to negotiate agreements with the other carriers, most of whom are our competitors, in order to provide our services. In some instances, other carriers offer their services to some of their subscribers at prices that are near or lower than the rates that we pay to terminate calls on their networks, which may make it more difficult for us to compete profitably. Our costs relating to these interconnection and transport arrangements are subject to fluctuation both as a result of changes in regulations in the countries in which we operate and the negotiations with the other carriers. Changes in our customers’ calling patterns that result in more of our customers’ calls terminating on our competitors’ networks and changes in the interconnection arrangements either as a result of regulatory changes or negotiated terms that are less favorable to us could result in increased

31

costs for the related services that we may not be able to recover through increased revenues, which could adversely impact our financial results.

12. 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.

Some of the spectrum that our operating companies are licensed to use, other than the spectrum that supports our WCDMA networks, is non-contiguous, and the iDEN technology is the only commercially available technology that operates on non-contiguous spectrum. As a result, Motorola Solutions is the primary supplier for the network equipment and Motorola Mobility, which is currently owned by Lenovo Group, is the primary supplier of the handsets we sell for use on our iDEN networks. If either Motorola Solutions or Motorola Mobility fails to deliver system infrastructure equipment and handsets or enhancements to the features and functionality of our iDEN-based networks and handsets on a timely, cost-effective basis, we may not be able to adequately service our existing customers or attract new customers to services supported by our iDEN networks, particularly in Argentina where we do not currently hold rights to use spectrum that would support the deployment of a WCDMA-based network. Accordingly, if Motorola Solutions is unable to, or determines not to, continue supporting our iDEN-based infrastructure or if Motorola Mobility is unable to, or determines not to, continue to manufacture iDEN-based handsets, our business in Argentina will be materially adversely affected.

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

Our business depends heavily upon third party distribution channels for securing a substantial portion of the new customers to our services, and with the expansion of our target market, we expect to rely more heavily on retailers and other sales channels for a growing portion of our sales. In many instances, we rely on these third party dealers and retailers to serve as the primary contact between us and the customer and to interact with other third parties on our behalf. As a result, there may be risks associated with the actions taken by our distributors or the operators of our other retail channels, including potential risks associated with the failure of our distributors or other retail channels to follow regulatory requirements. The volume of our new customer additions, our ability to retain customers and our profitability could also be adversely affected if these third party dealers or retailers terminate their relationship with us, if there are adverse changes in our relationships with them, if we alter our compensation arrangements with these dealers or retailers or if the financial condition of these dealers or retailers deteriorates.

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

Wireless communications licenses and spectrum allocations are subject to ongoing review and, in some cases, to modification or early termination for failure to comply with applicable regulations. If our operating companies fail to comply with the terms of their licenses and other regulatory requirements, including installation deadlines and minimum loading or service availability requirements, their licenses could be revoked. This is particularly true with respect to the grants of licenses for spectrum we use to support our WCDMA networks, most of which impose strict deadlines for the construction of network infrastructure and supporting systems as a condition of the license. Further, compliance with these requirements is a condition for eligibility for license renewal. Most of our wireless communications licenses have fixed terms and are not renewed automatically. Because governmental authorities have discretion to grant or renew licenses, our licenses may not be renewed or, if renewed, renewal may not be on acceptable economic terms. In addition, the regulatory schemes in the countries in which we operate allow third parties, including our competitors, to challenge the award and use of our licenses. If our competitors are successful in pursuing claims such as these, or if regulators in our markets take actions modifying or revoking our licenses in response to these claims, our ability to pursue our business plans, including our plans to deploy WCDMA networks, and our results of operations could be materially adversely affected.

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

Nextel Communications has licensed to us the right to use “Nextel” and other of its trademarks on a perpetual basis in Latin America. However, Nextel Communications may terminate the license on 60 days notice if we commit one of several specified defaults (namely, unauthorized use, failure to maintain agreed quality controls or a change in control of NII Holdings). If there is a change in control of one of our subsidiaries, upon 90 days notice, Nextel Communications may terminate the sublicense granted by us to the subsidiary with respect to the licensed marks. The loss of the use of the “Nextel” name and trademark could require us to incur significant costs to establish a new brand in our markets, which could have a material adverse effect on our operations.

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

Major equipment failures and the disruption of our wireless networks as a result of natural disasters, severe weather, terrorist attacks, acts of war, cyber attacks or other breaches of network or information technology security, even for a limited period of time, may result in significant expenses, result in a loss of subscribers or impair our ability to attract new subscribers, which in

32

turn could have a material adverse effect on our business, results of operations and financial condition. In the past, more stringent network performance standards and reporting obligations have been adopted by the governments in some of our markets in order to ensure quality of service during unforeseen disturbances. We could be required to make significant investments in our existing networks in order to comply with these types of network performance standards. In addition, while we maintain information security policies and procedures designed to comply with relevant privacy and security laws and restrictions, if we suffer a security breach of customer or employee confidential data, we may be subject to significant legal and financial exposure, damage to our reputation, and loss of confidence in the security of our products and services.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our principal executive and administrative offices are located in Reston, Virginia, where we lease about 34,000 square feet of office space, of which the lease of about 26,000 square feet expires in January 2020 and the lease of the remaining 8,000 square feet expires in June 2015. In addition, each of our operating companies own and lease office space in each of the countries where they conduct business.

Each operating company leases transmitter and receiver sites for the transmission of radio service in the countries in which they operate under various individual site leases. As of December 31, 2014, our operating companies had constructed sites at leased and owned locations for their business, including those constructed for our networks, as shown below:

Operating Company	Number of Sites (1)
Brazil	9,157
Mexico	6,520
Argentina	1,012
Total	16,689

_______________________________________

(1) These amounts do not include 605 indoor sites in Brazil and Mexico and 388 GSM sites in Brazil.

Item 3. Legal Proceedings

Securities Litigation. On March 4, 2014, a purported class action lawsuit was filed against the Company, NII Capital Corp. and certain of the Company’s current and former directors and executive officers in the United States District Court for the Eastern District of Virginia on behalf of a putative class of persons who purchased or otherwise acquired the securities of the Company or NII Capital Corp. between February 25, 2010 and February 27, 2014. The lawsuit is captioned In re NII Holdings, Inc. Securities Litigation, Case Number 14-CV-227. On July 18, 2014, the parties that have been designated as the lead plaintiffs in the lawsuit filed a second amended complaint against only NII Holdings and three current and former officers, whichgenerally alleges that the defendants made false or misleading statements or concealed material adverse information about the Company’s financial condition and operations in violation of Section 10(b), Rule 10b-5 and Section 20(a) of the Securities Exchange Act of 1934. The complaint seeks class certification and unspecified damages, fees and injunctive relief. On September 22, 2014, the judge issued an order staying all proceedings against the Company following the Company's filing of its petition for relief under Chapter 11. On October 6, 2014, the Company's and the individual defendants' motion to dismiss was denied, and the case is currently continuing as to the remaining individual defendants. On November 3, 2014, at the request of the parties, the court ordered that the case against the three individual defendants be stayed indefinitely, and on January 7, 2015, the court extended the stay until the earlier of May 22, 2015 or the effective date of a plan of reorganization. The Company and the named individuals will continue to vigorously defend themselves in this matter.

Chapter 11 Proceedings. On September 15, 2014, NII Holdings, Inc. and eight of its U.S. and Luxembourg-domiciled subsidiaries filed voluntary petitions seeking relief under Chapter 11 in the Bankruptcy Court (Case No. 14-12611). On October 8, 2014, four additional subsidiaries of NII Holdings filed voluntary petitions seeking relief under Chapter 11, and a fifth subsidiary filed a voluntary petition seeking relief under Chapter 11 on January 25, 2015. The entities that have filed petitions seeking relief under Chapter 11, which we refer to collectively as the debtors, include Nextel International (Services), Ltd.; NII Capital Corp.; NII Aviation, Inc.; NII Funding Corp.; NII Global Holdings, Inc.; NII International Telecom S.C.A.; NII International Holdings S.à r.l.; NII International Services S.à r.l.; Airfone Holdings, LLC; Nextel International (Uruguay), LLC; McCaw International (Brazil), LLC; NII Mercosur, LLC; and NIU Holdings LLC. The debtors continue to operate as "debtors-in-possession" under the

33

jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Company’s other subsidiaries, including its operating subsidiaries in Brazil, Mexico and Argentina, are not debtors in the Chapter 11 case. As a result of the bankruptcy proceedings, the pending litigation against the debtors is stayed. Subject to certain exceptions and approval by the Bankruptcy Court, during the Chapter 11 proceedings, no party can take further actions to recover pre-petition claims against the Company.

In addition, we are subject to other claims and legal actions that may arise in the ordinary course of business. We do not believe that any of these pending claims or legal actions will have a material effect on our business, financial condition, results of operations or cash flows. See Note 11 to our consolidated financial statements at the end of this annual report on Form 10-K for more information.

Item 4. Mine Safety Disclosures

Not applicable.

34

PART II

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

1. Market for Common Stock

Our common stock traded on the Nasdaq Global Select Market under the trading symbol “NIHD” through September 24, 2014. Based on our announcement that we filed for protection under Chapter 11 of the U.S. Bankruptcy Code and the associated public interest concerns raised by the filing, as well as concerns regarding the residual equity interest of the existing listed securities holders and about our ability to sustain compliance with all requirements for continued listing on the Nasdaq Market, including in particular the listing rule that requires a minimum bid price of $1 per share, on September 25, 2014, trading of our common stock was suspended at the opening of the Nasdaq Market. Since September 25, 2014, our common stock has traded on the Over-the-Counter (OTC) Bulletin Board under the trading symbol “NIHDQ.” The following table sets forth on a per share basis the reported high and low sales prices for our common stock, as reported on the market at the time, for the quarters indicated.

	Price Range of Common Stock
	High	Low
2013
First Quarter	$7.85	$4.20
Second Quarter	9.82	4.11
Third Quarter	8.28	5.76
Fourth Quarter	6.71	1.90
2014
First Quarter	$3.51	$0.83
Second Quarter	1.27	0.43
Third Quarter	0.84	0.05
Fourth Quarter	0.10	0.02

2. Number of Stockholders of Record

As of February 28, 2015, there were approximately six holders of record of our common stock, including the Depository Trust Corporation, which acts as a clearinghouse for multiple brokerage and custodial accounts.

3. Dividends

We have not paid any dividends on our common stock and do not plan to pay dividends on our common stock for the foreseeable future. In addition, some of our financing documents contain and future financing agreements may contain restrictions on the payment of dividends. We anticipate that for the foreseeable future any cash flow generated from our operations will be used to develop and expand our business and operations and make contractual payments under our debt facilities in accordance with our business plan.

4. Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the fourth quarter of 2014.

35

Performance Graph

The following graph presents the cumulative total stockholder return on our common stock as listed on the Nasdaq Global Select Market from December 31, 2009 through September 24, 2014 and on the Over-The-Counter Bulletin Board from September 25, 2014 through December 31, 2014. This graph also compares our common stock to the cumulative total stockholder return on the Nasdaq 100 Index, the common stock of America Movil, S.A. de C.V. and Millicom International Cellular S.A. The graph assumes an initial investment of $100 in our common stock as of December 31, 2009 and in each of the comparative indices or peer issuers, and that all dividends were reinvested.

Index	12/31/2009		12/31/2010		12/31/2011		12/31/2012		12/31/2013		12/31/2014
NII Holdings	$	100.00	$	133.00	$	63.43	$	21.23	$	8.19	$	0.06
Nasdaq 100	$	100.00	$	119.04	$	122.03	$	142.36	$	192.26	$	225.68
America Movil	$	100.00	$	122.93	$	97.80	$	107.73	$	116.43	$	118.81
Millicom International	$	100.00	$	141.33	$	151.84	$	128.70	$	149.40	$	112.58

36

Item 6. Selected Financial Data

The tables below set forth selected consolidated financial data for the periods or as of the dates indicated and should be read in conjunction with the consolidated financial statements and notes thereto in Item 8 of this report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this report. For more information regarding material uncertainties in our business, see Note 2 and Note 11 to our consolidated financial statements.

	Year Ended December 31,
	2014			2013			2012			2011			2010
	(in thousands, except per share data)
Consolidated Statement of Operations Data:
Operating revenues	$	3,688,720		$	4,711,567		$	5,693,235		$	6,353,714		$	5,271,603
Impairment and restructuring charges	$	220,742		$	168,543		$	30,401		$	—		$	—
Foreign currency transaction (losses) gains, net	$	(130,499	)	$	(123,369	)	$	(63,330	)	$	(30,120	)	$	48,436
Net (loss) income from continuing operations	$	(1,777,312	)	$	(1,434,088	)	$	(81,839	)	$	373,665		$	419,104
Net (loss) income from continuing operations per    common share, basic	$	(10.31	)	$	(8.34	)	$	(0.48	)	$	2.18		$	2.49
Net (loss) income from continuing operations per    common share, diluted	$	(10.31	)	$	(8.34	)	$	(0.48	)	$	2.16		$	2.43

	December 31,
	2014		2013		2012		2011		2010
	(in thousands)
Consolidated Balance Sheet Data:
Total assets	$	5,430,591	$	8,679,954	$	9,223,078	$	9,822,136	$	8,195,100
Long-term debt, including current portion	$	1,512,392	$	5,793,471	$	4,709,545	$	4,641,895	$	3,127,597
Liabilities subject to compromise	$	4,593,493	$	—	$	—	$	—	$	—

Impairment and Restructuring Charges. During the year ended December 31, 2014, we recognized $220.7 million in impairment and restructuring charges primarily related to the reduction of the carrying value of Nextel Argentina's asset group to its estimated fair value, the discontinuation of certain projects related to the next generation of our push-to-talk services, restructuring charges incurred in connection with the realignment of our organization and staffing structure, and other asset impairment charges related to store closures and the shutdown or abandonment of transmitter and receiver sites in Brazil and Mexico. During the year ended December 31, 2013, we recognized $168.5 million in impairment and restructuring charges primarily related to the discontinuation of our use of software relating to customer relationship management, the restructuring of certain outsourcing agreements to manage our network infrastructure and restructuring charges incurred in connection with the realignment of our organization and staffing structure, including costs associated with staff reductions that occurred primarily at our corporate headquarters and in Mexico. During the year ended December 31, 2012, we recognized $22.8 million in impairment charges related to the write-off of certain information technology projects and $7.6 million in restructuring charges at the corporate level, primarily related to the separation of employees in conjunction with certain actions taken to realign resources and roles between our corporate headquarters and operating segments.

Foreign Currency Transaction (Losses) Gains, Net.  Consolidated foreign currency transaction losses for the years ended December 31, 2014, 2013, 2012 and 2011 primarily relate to the impact of the depreciation in the value of our local currencies relative to the U.S. dollar on our operating companies' assets and liabilities. Consolidated foreign currency transaction gains of $48.4 million for the year ended December 31, 2010 are primarily related to the impact of the appreciation in the value of the Mexican peso relative to the U.S. dollar on peso-denominated receivables due to corporate from Nextel Mexico. See “Critical Accounting Policies and Estimates — Foreign Currency.” for more information.

Net (Loss) Income From Continuing Operations. During the second half of 2013 and throughout most of 2014, we experienced a significant decline in subscribers in Mexico and a reduction in operating revenues and operating cash flows generated by Nextel Brazil and Nextel Mexico.

37

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

INDEX TO MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking and Cautionary Statements	39
Introduction	40
A. Executive Overview	40
B. Results of Operations	45
1. Year Ended December 31, 2014 vs. Year Ended December 31, 2013	48
a. Consolidated	48
b. Nextel Brazil	52
c. Nextel Mexico	54
d. Nextel Argentina	55
e. Corporate	56
2. Year Ended December 31, 2013 vs. Year Ended December 31, 2012	57
a. Consolidated	57
b. Nextel Brazil	60
c. Nextel Mexico	62
d. Nextel Argentina	63
e. Corporate	64
C. Liquidity and Capital Resources	64
D. Future Capital Needs and Resources	65
E. Effect of Inflation and Foreign Currency Exchange	70
F. Effect of New Accounting Standards	70
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	71

38

Forward-Looking and Cautionary Statements

This annual report on Form 10-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding expectations, including forecasts regarding operating results, performance assumptions and estimates relating to capital requirements, as well as other statements that are not historical facts, are forward-looking statements. When used in this annual report on Form 10-K, these forward-looking statements are generally identified by the words or phrases “would be,” “will allow,” “expects to,” “will continue,” “is anticipated,” “estimate,” “project” or similar expressions.

While we provide forward-looking statements to assist in the understanding of our anticipated future financial performance, we caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date that we make them. Forward-looking statements are based on current expectations and assumptions that are subject to significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Except as otherwise required by law, we undertake no obligation to publicly release any updates to forward-looking statements to reflect events after the date of this report, including unforeseen events.

We have included risk factors and uncertainties that might cause differences between anticipated and actual future results in Part I, Item 1A. "Risk Factors” of this annual report on Form 10-K. 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 operations and results of our wireless communications business also may be subject to the effects of other risks and uncertainties, including, but not limited to:

• beliefs and assumptions regarding our ability to continue as a going concern, including our ability to successfully confirm a plan of reorganization that would restructure certain of our debt obligations to address our liquidity issues and allow the debtors to emerge from the Chapter 11 proceedings, or to execute one or more strategic transactions either as part of such a plan of reorganization or otherwise;

• our ability to attract and retain customers;

• our ability to satisfy the requirements of our debt obligations;

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

• our ability to meet the operating goals established by our business plan and generate cash flow;

• general economic conditions in the U.S. or in Latin America, including specifically in the countries in which we operate and in the market segments that we are targeting for our services, including the impact of 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;

• 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 Mobility’s ability and willingness to provide handsets and related equipment for use on our iDEN network, including the availability of iDEN handsets, particularly in Argentina where we do not have the spectrum resources to deploy a WCDMA network;

• the risk of deploying WCDMA networks, including the potential need for additional funding to support that deployment, delays in deployment, cost over-runs, 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 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 as necessary, increased system usage rates and growth or to successfully deploy new systems that support those functions;

• the success of efforts to change customer perceptions about the quality and performance of our network in Mexico and any similar future issues in Mexico or our other markets;

39

• future legislation or regulatory actions relating to our 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, from time to time, in our reports filed with the SEC.

Introduction

The following is a discussion and analysis of:

• our consolidated financial condition as of December 31, 2014 and 2013 and our consolidated results of operations for the years ended December 31, 2014, 2013 and 2012; and

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

Historical results may not indicate future performance. See “Item 1A. — Risk Factors” for risks and uncertainties that may impact our future performance.

We refer to our operating companies by the countries in which they operate, such as Nextel Brazil, Nextel Mexico and Nextel Argentina.

A.    Executive Overview

Business Update

Chapter 11 Filing. On September 15, 2014, NII Holdings, Inc. and eight of its U.S. and Luxembourg-domiciled subsidiaries, including NII Capital Corp. and NIIT filed voluntary petitions seeking relief under Chapter 11 in the Bankruptcy Court. Since September 15, 2014, five additional subsidiaries of NII Holdings, Inc. have filed voluntary petitions seeking relief under Chapter 11, with four subsidiaries filing on October 8, 2014 and one subsidiary filing on January 25, 2015. The debtor entities continue to operate as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Our operating subsidiaries in Brazil, Mexico and Argentina are not debtors in the Chapter 11 cases.

Proposed Sale of Mexico Operations. On January 26, 2015, NII Holdings, Inc. and certain of its subsidiaries entered into a purchase and sale agreement with an indirect subsidiary of AT&T for the sale of Nextel Mexico. The purchase agreement provides for a purchase price of $1.875 billion in cash, less Nextel Mexico's outstanding debt, net of its cash balances, on the closing date and subject to other specified adjustments. Completion of the transaction is subject to a number of conditions, including the approval of the Bankruptcy Court and the receipt of required regulatory approvals. Assuming the successful sale of Nextel Mexico, we plan to focus our financial and other resources on our core operation in Brazil.

Business Overview

We provide wireless communication services under the Nextel^TM brand. Historically, our services were targeted to meet the needs of business customers and individuals who used our services to meet both professional and personal needs. With the deployment of our wideband code division multiple access, or WCDMA, networks in our markets, our target market has expanded to include both business subscribers and consumers who exhibit above average usage, revenue and loyalty characteristics and who we believe will be attracted to the services and attractive pricing plans we offer, the quality of and data speeds provided by our WCDMA networks and the quality of our customer service.

We provide our services through operating companies located in Brazil, Mexico and Argentina, with our principal operations located in major business centers and related transportation corridors of these countries. We provide services in major urban and

40

suburban centers with high population densities where we believe there is a concentration of the country’s business users and economic activity. We believe that the growing economic base, increase in the middle and upper class and lower wireline service penetration encourage the use of the mobile wireless communications services that we offer and plan to offer in the future. Our WCDMA networks in Brazil and Mexico serve these major business centers and, in some instances, a broader geographic area in order to meet the requirements of our spectrum licenses. We also utilize roaming arrangements to expand the geographic coverage of our WCDMA-based services in Brazil and Mexico.

Our original networks utilize integrated digital enhanced network, or iDEN, technology developed by Motorola, Inc. to provide mobile services on our 800 MHz spectrum holdings in all of our markets. Our next generation networks utilize WCDMA technology, which is a standards-based technology that is being deployed by carriers throughout the world. We also offer long-term evolution, or LTE, services in Rio de Janeiro in Brazil and in certain cities in Mexico. These technologies allow us to use our spectrum efficiently and offer multiple wireless services integrated into a variety of handset and data devices.

The services we currently offer include:

• mobile telephone voice service;

• wireless data services, including text messaging services, mobile internet services and email services;

• push-to-talk services, including Direct Connect^®, Prip and International Direct Connect^® services, which allow subscribers to talk to each other instantly;

• other value-added services, including 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^TM open application market;

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

• voice and data roaming services outside of our coverage areas.

The deployment and expansion of our WCDMA networks in Brazil and Mexico enables us to offer a wider range of products and services that are supported by that technology, including data services provided at substantially higher speeds than can be delivered on our iDEN networks. These WCDMA networks also support our unique push-to-talk services that provide differentiation from our competitors' offerings. In the third quarter of 2013, our WCDMA network reached geographic coverage parity with our iDEN network in Mexico, and in Brazil we are currently offering services supported by our WCDMA network in about 260 cities, including cities in and around Sao Paulo and Rio de Janeiro. In the second quarter of 2014, we launched LTE services in Rio de Janeiro, and during the fourth quarter of 2014, we began offering similar LTE services in certain cities in Mexico. We also offer service on our iDEN network in Argentina and continue to provide services on our iDEN networks in Brazil and Mexico.

Our goal is to generate higher revenues and increase our subscriber base by providing differentiated wireless communications services that are valued by our existing and potential customers while improving our profitability and cash flow over the long term. Our strategy for achieving this goal is based on several core principles, including:

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

• expanding our service offerings to meet the needs of a broader range of potential customers, including by offering lower cost prepaid service plans;

• offering a broad array of differentiated services and devices that build upon and complement our push-to-talk services, which give our customers the ability to communicate with each other instantly;

• offering new services supported by high quality WCDMA networks;

• offering a superior customer experience; and

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

To further support this goal, we plan to manage our costs in a manner designed to improve our operating results. While our investments in our WCDMA networks and LTE upgrades have increased our costs and negatively impacted our profitability and are expected to continue to have that impact as we incur the costs of our new networks while building the subscriber base served by them, we believe that these investments in our new networks have begun and will continue to enhance the competitiveness of our service offerings.

41

Consistent with this strategy, we have implemented and will continue to implement changes in our business to better align our organization and costs with our operational and financial goals and the trends in our business. These changes have included significant reductions in our headquarters staff in connection with the reorganization of the roles and responsibilities of our headquarters and market teams and headcount reductions across all of our market operations designed to reduce costs while maintaining the support necessary to meet our customers' needs. We are also taking steps to improve the performance and efficiency of our supporting systems and functions, including implementing improvements to our information technology and related supporting systems and processes, that are designed to improve the overall quality and efficiency of the service we provide our customers.

As part of our efforts to reorganize our business and emerge from the Chapter 11 proceedings, we have recently agreed to sell Nextel Mexico to AT&T. This transaction follows our sale of all of the outstanding equity interests of Nextel Chile to Fucata in August 2014 and our sale of all of the outstanding equity interests of Nextel Peru to Entel in August 2013, which were implemented as part of our strategy to focus on our largest markets. Assuming that the proposed sale of Nextel Mexico is completed as planned, we expect that we will allocate most of our financial and other resources to our operation in Brazil. While we will continue to support our operation in Argentina, our results of operations and this change in emphasis make it appropriate for us to consider and explore a variety of strategic options for this market, such as partnerships, service arrangements and asset sales in an effort to maximize Nextel Argentina's value.

Subscriber Units in Commercial Service

As we transition to our WCDMA networks, we are able to offer a substantially broader range of services and subscriber units that support voice services, including our push-to-talk services, data services and, in many cases, both. In some instances, we offer customers the option of purchasing services by acquiring the subscriber identity module, or SIM, cards from us separately, providing the customer with the flexibility to use the SIM cards in one or more devices that they acquire from us or from other sources. In addition, certain subscriber units that we offer support two SIM cards, enabling subscribers to seamlessly transition between our iDEN and WCDMA networks on the same device. Because these handsets include two SIM cards and require two contracts, they are reported as two subscribers for regulatory and external reporting purposes consistent with industry practice. Accordingly, each of these dual SIM handsets that are provisioned with two separate SIM cards is included in the table below as two "Subscriber Units in Commercial Service."

During the third quarter of 2014, Nextel Brazil automated its deactivation and collections processes, extended the deactivation period for some of its subscriber units and aligned some of these policies with its competitors. These actions are expected to improve collections in Brazil and provide additional time to retain certain subscribers. As a result of the extension of the deactivation period, Nextel Brazil did not deactivate approximately 42 thousand subscribers during the second half of 2014 that would have been deactivated under the original policy.

We use the term "subscriber unit," which we also refer to as a subscriber, to represent an active SIM card, which is the level at which we have tracked and will continue to track subscribers. The table below provides an overview of our subscriber units in commercial service on both our iDEN and WCDMA networks in the countries indicated as of December 31, 2013 and as of and for the year ended December 31, 2014.

	Brazil		Mexico		Argentina		Total
	(in thousands)
iDEN subscriber units	3,620.3		2,074.6		2,023.1		7,718.0
WCDMA subscriber units	337.9		1,189.9		—		1,527.8
Total subscriber units in commercial service — December 31, 2013	3,958.2		3,264.5		2,023.1		9,245.8
iDEN net subscriber losses	(537.1	)	(552.7	)	(68.7	)	(1,158.5	)
WCDMA net subscriber additions	920.4		176.7		—		1,097.1
Total net subscriber additions (losses)	383.3		(376.0	)	(68.7	)	(61.4	)
Migrations from iDEN to WCDMA	414.0		632.5		—		1,046.5
iDEN subscriber units	2,669.2		889.4		1,954.4		5,513.0
WCDMA subscriber units	1,672.3		1,999.1		—		3,671.4
Total subscriber units in commercial service — December 31, 2014	4,341.5		2,888.5		1,954.4		9,184.4

42

The following table shows our customer turnover rates for subscribers on both our iDEN and WCDMA networks in the countries indicated for the year ended December 31, 2014.

	Brazil		Mexico		Argentina		Total
Total customer turnover (1)	2.55	%	3.93	%	4.40	%	3.40	%
iDEN customer turnover	2.72	%	5.25	%	4.40	%	3.75	%
WCDMA customer turnover	2.03	%	2.90	%	—		2.57	%

_______________________________________

(1) Customer turnover is calculated by dividing subscriber deactivations for the period by the average number of subscriber units during that period.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and judgments that affect the amounts reported in those financial statements and accompanying notes. We consider the accounting policies and estimates addressed below to be the most important to our financial position and results of operations, either because of the significance of the financial statement item or because they require the exercise of significant judgment and/or use of significant estimates. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.

Revenue Recognition.  While our revenue recognition policy does not require the exercise of significant judgment or the use of significant estimates, we believe that our policy is significant as revenue is a key component of our results of operations.

Operating revenues primarily consist of wireless service revenues and revenues generated from the sale of handsets and accessories. We present our operating revenues net of value-added taxes, but we include certain revenue-based taxes that are our primary obligation.

Service revenues primarily consist of fixed monthly access charges. Other components of service revenue include revenues from calling party pays programs, where applicable, variable charges for airtime and two-way radio usage in excess of plan minutes or data in excess of plan limits, long-distance charges, international roaming revenues derived from calls placed by our subscribers on other carriers’ networks and revenues generated from broadband data services we provide on our WCDMA networks. We recognize service revenue as service is provided, net of credits and adjustments for service discounts and value-added taxes. We recognize excess usage, local, long distance and calling party pays revenue at contractual rates per minute as minutes are used. We record cash received in excess of revenues earned as deferred revenues. We recognize handset revenue when title and risk of loss passes to the customer.

We bill excess usage to certain of our subscribers in arrears. In order to recognize the revenues originating from excess usage, we estimate the unbilled portion based on the usage that the subscriber had during the part of the month already billed, and we use this actual usage to estimate the unbilled usage for the rest of the month taking into consideration working days and seasonality. Our estimates are based on our experience in each market. We periodically evaluate our estimates by comparing them to actual excess usage revenue billed the following month. While our estimates have been consistent with our actual results, actual usage in future periods could differ from our estimates.

Other revenues primarily include amounts generated from our handset maintenance programs, roaming revenues generated from other companies’ subscribers that roam on our networks and co-location rental revenues from third party tenants that rent space on our transmitter and receiver sites, which we also refer to as communication towers or towers, although in some instances these towers are located on rooftops and other structures. We recognize revenue generated from our handset maintenance programs on a monthly basis at fixed amounts over the service period. We recognize roaming revenues at contractual rates per minute as minutes are used. We recognize co-location revenues from third party tenants on a monthly basis based on the terms set by the underlying agreements.

Allowance for Doubtful Accounts.  We establish an allowance for doubtful accounts receivable sufficient to cover probable and reasonably estimated losses. We estimate this allowance based on historical experience, aging of accounts receivable and individual subscriber payment history. Actual write-offs in the future could be impacted by general economic and business conditions, as well as fluctuations in subscriber deactivations, that are difficult to predict and therefore may differ from our estimates. A 10% increase in our consolidated allowance for doubtful accounts as of December 31, 2014 would have resulted in $5.5 million of additional bad debt expense for the year ended December 31, 2014.

Depreciation of Property, Plant and Equipment.  We record at cost our network assets and other improvements that extend the useful lives of the underlying assets and depreciate those assets over their estimated useful lives. We calculate depreciation

43

using the straight-line method based on estimated useful lives ranging from 3 to 30 years for mobile network equipment and network software and 3 to 10 years for office equipment, furniture and fixtures, and other, which includes non-network internal use software. We amortize leasehold improvements over the shorter of the lease terms or the useful lives of the improvements. Our networks are highly complex and, due to constant innovation and enhancements, certain components of those networks may lose their utility sooner than anticipated. We periodically reassess the economic life of these components and make adjustments to their useful lives after considering historical experience and capacity requirements, consulting with the vendor and assessing new product and market demands and other factors. When our assessment indicates that the economic life of a network component is shorter than originally anticipated, we depreciate its remaining book value over its revised useful life. Further, the deployment of any new technologies could adversely affect the estimated remaining useful lives of our network assets, which could significantly impact future results of operations. During the fourth quarter of 2013, we reviewed the useful lives of our communication towers and determined that the useful lives of some of these towers should be increased to 30 years compared to the 10- or 15-year useful lives over which we were previously depreciating these sites.

Amortization of Intangible Assets.  Intangible assets primarily consist of our telecommunications licenses. We calculate amortization on our licenses using the straight-line method based on estimated useful lives of 3 to 20 years. While the terms of our licenses, including renewals, range from 10 to 40 years, the political and regulatory environments in the markets we serve are continuously changing and, as a result, the cost of renewing our licenses could be significant. Therefore, we do not view the renewal of our licenses to be perfunctory. In addition, the wireless telecommunications industry is experiencing significant technological change, and the commercial life of any particular technology is difficult to predict. Our licenses in Mexico give us the right to use 800 MHz spectrum that is non-contiguous, and the iDEN technology is the only commercially available technology that operates on non-contiguous spectrum. As a result, our ability to deploy new technologies using 800MHz spectrum in Mexico may be limited. In light of these uncertainties we classify our licenses as definite lived intangible assets. Many of our licenses are subject to renewal after the initial term, provided that we have complied with applicable rules and policies in each of our markets. We intend to comply, and believe we have complied, with these rules and policies in all material respects as they relate to licenses that are material to our business. However, because governmental authorities have discretion as to the renewal of licenses, our licenses may not be renewed or we may be required to pay significant renewal fees, either of which could have a significant impact on the estimated useful lives of our licenses, which could significantly impact future results of operations.

Valuation of Long-Lived Assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Long-lived asset groups were determined based on an assessment of the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the total of the expected undiscounted future cash flows is less than the carrying amount of our assets, we recognize a loss for the difference between the estimated fair value and carrying value of the assets. As a result of the review of our long-lived assets and our exploration of strategic options for Nextel Argentina, in December 2014, we determined that the carrying value of Nextel Argentina's asset group, which includes all of the operating assets and liabilities held by our Argentine segment, was not recoverable. Accordingly, we recorded a non-cash asset impairment charge of $84.7 million to reduce the carrying amount of Nextel Argentina's asset group to its estimated fair value. In addition, during 2014, we tested long-lived assets in our Nextel Brazil and Nextel Mexico segments for recoverability and, based on our estimates of undiscounted cash flows, determined the carrying values to be recoverable. Our estimates of undiscounted cash flows for Nextel Brazil and Nextel Mexico exceeded the carrying value of the respective asset groups. If we continue to have operational challenges, including obtaining and retaining subscribers, future cash flows may not be sufficient to recover the carrying values of our asset groups, and we could record asset impairments that are material to our consolidated results of operations and financial condition.

Asset Retirement Obligations.  We record an asset retirement obligation, or ARO, and an associated asset retirement cost, or ARC, when we have a legal obligation in connection with the retirement of tangible long-lived assets. Our obligations under the FASB's authoritative guidance on asset retirement obligations arise from certain of our leases and relate primarily to the cost of removing our network infrastructure and administrative assets from the leased space where these assets are located at the end of the lease. Estimating these obligations requires us to make certain assumptions that are highly judgmental in nature. The significant assumptions used in estimating our asset retirement obligations include the following: the expected settlement dates; removal costs that are indicative of what third party vendors would charge us to remove the assets; expected inflation rates; and credit-adjusted risk-free interest rates. We periodically review these assumptions to ensure that the estimates are reasonable. Any change in the assumptions used could significantly affect the amounts recorded with respect to our asset retirement obligations.

Foreign Currency.  We translate the results of operations for our non-U.S. subsidiaries from the designated functional currency to the U.S. dollar using average exchange rates for the relevant period. We translate assets and liabilities using the exchange rate in effect at the relevant reporting date. We report the resulting gains or losses from translating foreign currency financial statements as other comprehensive income or loss. Because we translate the operations of our non-U.S. subsidiaries using average exchange rates, our operating companies’ trends may be impacted by the translation.

We report the effect of changes in exchange rates on U.S. dollar-denominated assets and liabilities as foreign currency transaction gains or losses. We report the effect of changes in exchange rates on intercompany transactions of a long-term investment

44

nature as part of the cumulative foreign currency translation adjustment in our consolidated financial statements. The intercompany transactions that, in our view, are of a long-term investment nature include certain intercompany loans and advances from our U.S. subsidiaries to Nextel Brazil and Nextel Chile. In contrast, we report the effect of exchange rates on U.S. dollar-denominated intercompany loans and advances to our foreign subsidiaries that are due, or for which repayment is anticipated in the foreseeable future, as foreign currency transaction gains or losses in our consolidated statements of comprehensive loss. As a result, our determination of whether intercompany loans and advances are of a long-term investment nature can have a significant impact on how we report foreign currency transaction gains and losses in our consolidated financial statements.

Loss Contingencies.  We account for and disclose loss contingencies such as pending litigation and actual or possible claims and assessments in accordance with the FASB’s authoritative guidance on accounting for contingencies. We accrue for loss contingencies if it is probable that a loss will occur and if the loss can be reasonably estimated. We disclose, but do not accrue for, material loss contingencies if it is reasonably possible that a loss will occur or if the loss cannot be reasonably estimated. We do not accrue for or disclose loss contingencies if there is only a remote possibility that the loss will occur. The FASB’s authoritative guidance requires us to make judgments regarding future events, including an assessment relating to the likelihood that a loss may occur and an estimate of the amount of such loss. In assessing loss contingencies, we often seek the assistance of our legal counsel and in some instances, of third party legal counsel. As a result of the significant judgment required in assessing and estimating loss contingencies, actual losses realized in future periods could differ significantly from our estimates.

Income Taxes.  We account for income taxes using the asset and liability method, under which we recognize deferred income taxes for differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. We recognize the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. We provide a valuation allowance against deferred tax assets if, based upon the weight of available evidence, we do not believe it is “more-likely-than-not” that some or all of the deferred tax assets will be realized.

The realization of deferred tax assets is dependent on the generation of future taxable income sufficient to realize our tax loss carryforwards and other tax deductions. As of December 31, 2014, we recorded full valuation allowances on the deferred tax assets of our foreign operating companies, our U.S. parent company and subsidiaries and our foreign holding companies due to substantial negative evidence, including the recent history of cumulative losses and the projected losses for 2015 and subsequent years. As a result, the valuation allowance on our deferred tax assets increased by $532.6 million during 2014. We do not anticipate that we will recognize significant tax benefits with respect to our deferred tax assets.

We are subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which we operate. Certain of our entities are under examination by the relevant taxing authorities for various tax years. We regularly assess the potential outcome of current and future examinations in each of the taxing jurisdictions when determining the adequacy of the provision for income taxes. We have only recorded financial statement benefits for tax positions that we believe reflect the “more-likely-than-not” criteria of the FASB’s authoritative guidance on accounting for uncertainty in income taxes, and we have established income tax reserves in accordance with this guidance where necessary. Once a financial statement benefit for a tax position is recorded or a tax reserve is established, we adjust it only when there is more information available or when an event occurs necessitating a change. While we believe that the amount of the recorded financial statement benefits and tax reserves reflect the more-likely-than-not criteria, it is possible that the ultimate outcome of current or future examinations may result in a reduction to the tax benefits previously recorded on our consolidated financial statements or may exceed the current income tax reserves in amounts that could be material.

B. Results of Operations

Operating revenues primarily consist of wireless service revenues and revenues generated from the sale of handsets and accessories. Service revenues primarily include fixed monthly access charges for mobile telephone service and two-way radio and other services, including revenues from calling party pays programs and variable charges for airtime and two-way radio usage, long-distance charges, international roaming revenues derived from calls placed by our subscribers and revenues generated from broadband data services we provide on our WCDMA networks. Handset and accessory revenues represent revenues we earn on the sale of handsets and accessories to our subscribers.

In addition, we also have other less significant sources of revenues. These revenues primarily include revenues generated from our handset maintenance programs, roaming revenues generated from other companies' subscribers that roam on our networks and co-location rental revenues from third-party tenants that rent space on our towers.

See "Revenue Recognition" above and Note 3 to our consolidated financial statements included at the end of this annual report on Form 10-K for a description of our revenue recognition accounting policies.

Cost of revenues primarily includes the cost of providing wireless service and the cost of handsets and accessories. Cost of providing service consists of:

45

• 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.

Interconnection costs have fixed and variable components. The fixed component of interconnection costs consists of monthly flat-rate fees for facilities leased from local exchange carriers, primarily for circuits required to connect our transmitter sites to our network switches, to connect our switches and to connect our networks with those of other carriers. The variable component of interconnection costs, which fluctuates in relation to the volume and duration of wireless calls, generally consists of per-minute use fees charged by wireline and wireless carriers relating to wireless calls from our handsets that terminate on their networks.

Cost of handsets and accessories consists largely of the cost of the handset and accessories, order fulfillment and installation-related expenses, as well as write-downs of handset and related accessory inventory for shrinkage or obsolescence.

Our service and other revenues and the variable component of our cost of service are primarily driven by the number of subscriber units in commercial service and the rate plans applicable to, and the levels of usage of, those subscriber units. Our handset and accessory revenues and cost of handsets and accessories are primarily driven by the number of new handsets placed into service, as well as handset upgrades provided to existing subscribers.

Selling and marketing expenses include all of the expenses related to acquiring subscribers to our services, exclusive of costs to subsidize our handsets.

General and administrative expenses include expenses related to revenue-based taxes, billing, customer care, collections, provisions for doubtful accounts, maintenance of management information systems, corporate overhead and payroll, including share-based payments for stock options and restricted stock.

Reorganization items include all income, expenses, gains or losses that are incurred or realized as a result of the commencement of the Chapter 11 cases. These costs include unamortized discounts, premiums and financing costs related to debt that is subject to compromise as a result of our Chapter 11 filing, as well as professional fees and related costs associated with and incurred during the Chapter 11 cases.

In accordance with accounting principles generally accepted in the U.S., we translated the results of operations of our operating segments using the average exchange rates for the years ended December 31, 2014, 2013 and 2012. The following table presents the average exchange rates we used to translate the results of operations of our operating segments, as well as changes from the average exchange rates utilized in prior periods.

	2014	2013	2012	2013 to 2014 Percent Change		2012 to 2013 Percent Change
Brazilian real	2.35	2.16	1.95	(8.8	)%	(10.8	)%
Mexican peso	13.30	12.77	13.17	(4.2	)%	3.0	%
Argentine peso	8.13	5.48	4.55	(48.4	)%	(20.4	)%

Late in 2012 and continuing throughout 2013 and 2014, foreign currency exchange rates in the countries where we operate generally depreciated in value relative to the U.S. dollar. The following table presents the currency exchange rates in effect at the end of 2012, as well as the end of each of the quarters in 2013 and 2014. If the values of these exchange rates remain at levels similar to the end of 2014 or depreciate further relative to the U.S. dollar, our future operating results and the values of our assets held in local currencies will be adversely affected.

	2012	2013				2014
	December	March	June	September	December	March	June	September	December
Brazilian real	2.04	2.01	2.22	2.23	2.34	2.26	2.20	2.45	2.66
Mexican peso	13.01	12.35	13.19	13.01	13.08	13.08	13.03	13.45	14.72
Argentine peso	4.92	5.12	5.39	5.79	6.52	8.00	8.13	8.43	8.55

To provide better insight into the results of some of our operating segments, we present the year-over-year percentage change in each of the line items presented on a consolidated basis and for Nextel Brazil, Nextel Mexico and Nextel Argentina on a constant currency basis in the "Constant Currency Change from Previous Year" columns in the tables below. The comparison of results

46

for these line items on a constant currency basis shows the impact of changes in foreign currency exchange rates (i) by adjusting the relevant measures for the year ended December 31, 2013 to amounts that would have resulted if the average foreign currency rates for the year ended December 31, 2013 were the same as the average foreign currency exchange rates that were in effect for the year ended December 31, 2014; and (ii) by comparing the constant currency financial measures for the year ended December 31, 2013 to the actual financial measures for the year ended December 31, 2014. This constant currency comparison applies consistent exchange rates to the operating revenues earned in foreign currencies and to the other components of segment earnings for the year ended December 31, 2013, other than certain components of those measures consisting of U.S. dollar-based operating expenses, which were not adjusted. The constant currency information reflected in the tables below is not a measurement under accounting principles generally accepted in the U.S. and should be considered in addition to, but not as a substitute for, the information contained in our results of operations.

47

1. Year Ended December 31, 2014 vs. Year Ended December 31, 2013

a. Consolidated

	Year Ended December 31, 2014			% of Consolidated Operating Revenues		Year Ended December 31, 2013			% of Consolidated Operating Revenues		Change from Previous Year					Constant Currency Change from Previous Year
											Dollars			Percent		Percent
	(dollars in thousands)
Operating revenues
Service and other revenues	$	3,447,167		93	%	$	4,517,154		96	%	$	(1,069,987	)	(24	)%	(16	)%
Handset and accessory revenues	241,553			7	%	194,413			4	%	47,140			24	%	47	%
	3,688,720			100	%	4,711,567			100	%	(1,022,847		)	(22	)%	(13	)%
Cost of revenues
Cost of service (exclusive of   depreciation and amortization   included below)	1,308,835			36	%	1,392,140			30	%	(83,305		)	(6	)%	4	%
Cost of handsets and accessories	973,491			26	%	884,789			18	%	88,702			10	%	20	%
	2,282,326			62	%	2,276,929			48	%	5,397			—		10	%
Selling and marketing expenses	527,970			14	%	573,884			12	%	(45,914		)	(8	)%	(5	)%
General and administrative expenses	1,171,088			32	%	1,367,889			29	%	(196,801		)	(14	)%	(6	)%
Impairment and restructuring charges	220,742			6	%	168,543			4	%	52,199			31	%	31	%
Gain on sale of towers	(74,631		)	(2	)%	—			—		(74,631		)	NM		NM
Depreciation and amortization	672,705			18	%	692,927			15	%	(20,222		)	(3	)%	5	%
Operating loss	(1,111,480		)	(30	)%	(368,605		)	(8	)%	(742,875		)	202	%	186	%
Interest expense, net	(449,345		)	(12	)%	(526,530		)	(11	)%	77,185			(15	)%	(13	)%
Interest income	66,425			2	%	43,327			1	%	23,098			53	%	81	%
Foreign currency transaction losses,   net	(130,499		)	(4	)%	(123,369		)	(3	)%	(7,130		)	6	%	22	%
Other expense, net	(6,721		)	—		(12,859		)	—		6,138			(48	)%	(43	)%
Loss from continuing operations before reorganization items and income tax provision	(1,631,620		)	(44	)%	(988,036		)	(21	)%	(643,584		)	65	%	66	%
Reorganization items	(71,601		)	(2	)%	—			—		(71,601		)	NM		NM
Income tax provision	(74,091		)	(2	)%	(446,052		)	(9	)%	371,961			(83	)%	(82	)%
Net loss from continuing operations	(1,777,312		)	(48	)%	(1,434,088		)	(30	)%	(343,224		)	24	%	27	%
Loss from discontinued operations, net of income taxes	(180,386		)	(5	)%	(215,511		)	(5	)%	35,125			(16	)%	1	%
Net loss	$	(1,957,698	)	(53	)%	$	(1,649,599	)	(35	)%	$	(308,099	)	19	%	24	%

_______________________________________

NM-Not Meaningful

We continued to experience deteriorating financial and operational results in 2014 due to a number of factors, including the economic and competitive environments in our markets, declining local currency values, the impact of previous delays in the deployment and launch of services on our WCDMA networks and the increased costs to support these networks. The delays in the deployment and launch of services on our WCDMA networks resulted in a significant decline in our subscriber base in Mexico and substantially lower levels of average revenue per subscriber in Brazil. As a result of these and other factors, our consolidated operating revenues decreased 22% on a reported basis, and 13% on a constant currency basis, from 2013 to 2014.

During 2014, we implemented a number of measures designed to reduce our costs, including significant headcount reductions at the corporate level and in our markets. Despite some of these reductions in our cost structure, which reduced a number of categories of costs compared to 2013, the overall combined impact of our lower consolidated operating revenues, weaker average foreign currency exchange rates and higher cost of handsets and accessories led to increases in our consolidated cost of revenues, selling and marketing expenses and general and administrative expenses as percentages of consolidated operating revenues in 2014 compared to 2013. Consolidated impairment and restructuring charges as a percentage of consolidated operating revenues also increased from 2013 to 2014. As a result of these factors, our operating loss increased $742.9 million from 2013 to 2014.

48

In 2014, our investments in consolidated capital expenditures were $428.4 million, which represents a 51% decrease from 2013. We plan to continue to invest in the enhancement of our WCDMA network in Brazil in 2015 and will continue to make these types of investments in Mexico pending the completion of the proposed sale of Nextel Mexico to AT&T. We also expect to rely on our roaming agreements with Telefonica to provide expanded coverage in certain geographic areas on a cost effective basis rather than investing additional capital expenditures to facilitate network expansion.

1. Operating revenues

Consolidated operating revenues decreased $1,022.8 million, or 22%, on a reported basis from 2013 to 2014 as a result of a $1,070.0 million, or 24%, decrease in service and other revenues, partially offset by a $47.2 million, or 24%, increase in handset and accessory revenues. On a constant currency basis, consolidated operating revenues decreased 13% from 2013 to 2014.

As discussed above, the decrease in consolidated service and other revenues was largely a result of the decline in our consolidated subscriber base, most significantly in Mexico, and a decrease in consolidated average revenue per subscriber in local currency, principally in Brazil, compounded by weaker foreign currency exchange rates across all markets for 2014 compared to 2013. See further discussion in "— Segment Results" below.

The increase in consolidated handset and accessory revenues was primarily caused by higher gross subscriber additions in Brazil resulting from the launch of our WCDMA network there in late 2013.

2. Cost of revenues

Consolidated cost of revenues increased $5.4 million on a reported basis from 2013 to 2014 primarily as a result of:

• a $111.9 million, or 20%, increase in consolidated direct switch and transmitter and receiver site costs due to a 10% increase in the number of sites in service from December 31, 2013 to December 31, 2014 in connection with the deployment and expansion of our WCDMA networks and LTE upgrades in Brazil and Mexico; and

• an $88.7 million, or 10%, increase in the consolidated cost of handsets and accessories resulting from an 11% increase in consolidated gross subscriber additions and a change in the mix of handsets toward higher cost smartphones and other high-tier handsets.

These increases were partially offset by:

• a $136.0 million, or 25%, decrease in consolidated interconnect costs related to lower interconnect minutes of use, primarily caused by the reduction in our consolidated subscriber base, and lower interconnect costs per minute in Brazil;

• a $45.4 million, or 33%, decrease in consolidated service and repair costs, mostly in Brazil and Argentina, resulting from the utilization of more refurbished handsets and a lower overall number of repaired handsets; and

• weaker foreign currency exchange rates across all markets for 2014 compared to 2013.

On a constant currency basis, consolidated cost of revenues increased 10% for 2014 compared to 2013.

3. Selling and marketing expenses

The $45.9 million, or 8%, decrease in consolidated selling and marketing expenses on a reported basis, and 5% decrease on a constant currency basis, in 2014 compared to 2013 was principally caused by a decrease in commissions earned by both sales personnel and third party dealers, mostly in Mexico, partially offset by an increase in advertising costs, mostly in Brazil.

4. General and administrative expenses

The $196.8 million, or 14%, decrease in consolidated general and administrative expenses on a reported basis, and 6% decrease on a constant currency basis, for 2014 compared to 2013 was primarily the result of lower payroll costs related to fewer general and administrative personnel resulting from reductions in force, lower revenue-based taxes associated with the decline in Nextel Brazil and Nextel Mexico's operating revenues, a decrease in customer care expenses, mostly in Mexico and Argentina, and a decrease in information technology costs, mostly in Mexico and at the corporate level.

49

5. Impairment and restructuring charges

Consolidated impairment and restructuring charges recognized in 2014 primarily related to the following:

• an $84.7 million non-cash asset impairment charge to reduce the carrying amount of Nextel Argentina's asset group to its estimated fair value;

• $48.4 million in severance and related costs incurred across all of our markets resulting from the separation of employees in an effort to streamline our organizational structure and reduce general and administrative expenses;

• a $47.9 million non-cash asset impairment charge related to our decision to cease further development on one of the strategic options for the next generation of our push-to-talk services; and

• $25.5 million in other non-cash asset impairment charges, the majority of which related to the shutdown or abandonment of certain transmitter and receiver sites in Brazil and Mexico and certain retail store closures in Brazil related to the realignment of our distribution channels.

Consolidated impairment and restructuring charges recognized in 2013 primarily related to the following.

• a non-cash asset impairment charge of $85.3 million related to the discontinuation of software previously developed to support our customer relationship management systems, of which $76.3 million was recognized at the corporate level and $9.0 million was recognized by Nextel Mexico;

• a $39.7 million non-cash charge in connection with the restructuring of our network outsourcing agreements reflecting the write-off of a portion of the base contractual fees that we had classified as a prepayment and that were being recognized over the life of the agreements prior to their restructuring;

• $30.1 million in restructuring charges, the majority of which was at the corporate level and in Mexico, related to the separation of employees and other restructuring activities in conjunction with actions taken to realign staffing and other resources;

• $6.8 million in contract termination costs incurred in connection with the sublease of certain excess space located in one of our corporate office buildings; and

• $5.9 million in charges incurred at the corporate level related to the discontinuation of the development of certain network features.

6. Gain on sale of towers

During the third quarter of 2014, Nextel Mexico completed the sale of 1,483 communication towers. After the finalization of the price adjustments, Nextel Mexico began accounting for this transaction as a sale-leaseback and recognized a $75.4 million gain related to the completion of the sale of these towers. Separately, during the fourth quarter of 2014, Nextel Brazil completed the sale of 2,034 communication towers. After the finalization of the price adjustments, Nextel Brazil began accounting for this transaction as a sale-leaseback and recognized an immaterial loss related to the completion of the sale of these towers.

7. Interest expense, net

In accordance with the U.S. Bankruptcy Code, subsequent to September 15, 2014, we have not accrued interest on any series of our senior notes as we do not believe it is probable of being treated as an allowed claim in the Chapter 11 cases. As a result, consolidated net interest expense decreased $77.2 million, or 15%, on a reported basis, and 13% on a constant currency basis, from 2013 to 2014.

50

8. Reorganization items

Reorganization items of $71.6 million in 2014 were related to the write off of discounts, premiums and unamortized financing costs associated with our NII Capital Corp. and NIIT senior notes, as well as professional fees and other costs incurred in connection with our Chapter 11 filing.

9. Income tax provision

The $372.0 million, or 83%, decrease in the consolidated income tax provision from 2013 to 2014 is primarily due to the valuation allowances that were recorded in 2013 in Brazil and Mexico. During 2013, the $446.1 million income tax provision was primarily the result of establishing $572.8 million in valuation allowances with respect to certain of our Brazilian and Mexican subsidiaries. During 2014, we established a $49.1 million valuation allowance with respect to our Argentine operating company.

Segment Results

We evaluate performance of our segments and provide resources to them based on operating income before depreciation and amortization and impairment, restructuring and other charges, which we refer to as segment earnings. A discussion of our segment results is provided below.

51

b. Nextel Brazil

	Year Ended December 31, 2014			% of Nextel Brazil’s Operating Revenues		Year Ended December 31, 2013		% of Nextel Brazil’s Operating Revenues		Change from Previous Year					Constant Currency Change from Previous Year
										Dollars			Percent		Percent
	(dollars in thousands)
Operating revenues
Service and other revenues	$	1,694,181		92	%	$	2,109,363	96	%	$	(415,182	)	(20	)%	(12	)%
Handset and accessory revenues	154,737			8	%	98,671		4	%	56,066			57	%	71	%
	1,848,918			100	%	2,208,034		100	%	(359,116		)	(16	)%	(9	)%
Cost of revenues
Cost of service (exclusive of   depreciation and amortization)	693,004			38	%	767,908		35	%	(74,904		)	(10	)%	(2	)%
Cost of handsets and accessories	415,082			22	%	250,749		11	%	164,333			66	%	81	%
	1,108,086			60	%	1,018,657		46	%	89,429			9	%	19	%
Selling and marketing expenses	267,574			14	%	207,646		9	%	59,928			29	%	41	%
General and administrative expenses	606,949			33	%	670,602		31	%	(63,653		)	(9	)%	(1	)%
Segment (losses) earnings	$	(133,691	)	(7	)%	$	311,129	14	%	$	(444,820	)	(143	)%	(147	)%

Nextel Brazil contributed 50% of our consolidated operating revenues for 2014 compared to 47% in 2013, and comprised 47% of our total subscriber base at the end of 2014 compared to 43% at the end of 2013. Over the last several years, Nextel Brazil has operated in a highly competitive environment that reflected a significant increase in promotional activity, including price reductions and other special offers, by its competitors. In addition, Nextel Brazil did not begin offering full voice and data services on its WCDMA network until late in 2013, which reflected a delay from the service launch dates that we had originally planned. Prior to that time, Nextel Brazil was competing using its iDEN network, which does not support data services that are competitive with the higher speed data services offered by its competitors, and found it necessary to offer iDEN rate plans with lower average revenue per subscriber in order to retain customers on its iDEN network. Consequently, many iDEN customers migrated to lower rate service plans, and new customers on the iDEN network have been and are continuing to select lower rate service plans. In addition, as of December 31, 2014, Nextel Brazil's subscriber base included approximately 246 thousand data-only subscribers, which typically generate lower levels of average revenue per subscriber. As a result of these factors, Nextel Brazil's average revenue per subscriber during 2014 was significantly lower than its average revenue per subscriber during 2013, which caused the $415.2 million, or 20%, decline in Nextel Brazil's service and other revenues from 2013 to 2014 despite a 10% increase in Nextel Brazil's ending subscriber base from December 31, 2013 to December 31, 2014 that resulted from the launch of Nextel Brazil's WCDMA network in late 2013. On a constant currency basis, Nextel Brazil's service and other revenues decreased 12%, and its average revenue per subscriber decreased 26% in 2014 compared to 2013.

During 2014, Nextel Brazil experienced WCDMA subscriber growth, which was partially offset by deactivations by iDEN subscribers, and increasing levels of WCDMA-based average revenue per subscriber for new subscriber additions. As of December 31, 2014, excluding average revenue per subscriber for data-only subscribers, Nextel Brazil's WCDMA-based average revenue per subscriber for combined voice and data plans was higher than its iDEN-based average revenue per subscriber.

During 2014, Nextel Brazil continued to invest in the development of its WCDMA network and in its LTE upgrade in Rio de Janeiro both for regulatory purposes and to improve the capacity of its network. As a result, Nextel Brazil incurred increased operating expenses in connection with an increase in the number of transmitter and receiver sites on air from the end of 2013 to the end of 2014. Nextel Brazil also incurred higher cost of handset sales and advertising costs to support an increase in gross subscriber additions. These increased operating costs were partially offset by cost reductions in other areas, but led to an increase in overall operating expenses. This increase combined with the decline in operating revenues discussed above resulted in a reduction in Nextel Brazil's segment earnings margin from 14% in 2013 to a segment loss margin of 7% in 2014. Nextel Brazil's capital expenditures were $218.9 million for 2014, which represented 51% of our consolidated capital expenditures, compared to 53% of our consolidated capital expenditures for 2013.

The average value of the Brazilian real depreciated relative to the U.S. dollar during 2014 by 9% compared to the average value that prevailed during 2013. As a result, the components of Nextel Brazil's results of operations for 2014, after translation into U.S. dollars, reflect lower revenues and expenses in U.S. dollars than would have occurred if the Brazilian real had not

52

depreciated relative to the U.S. dollar. If the value of the Brazilian real remains at current levels or depreciates further relative to the U.S. dollar, Nextel Brazil's future reported results of operations will be adversely affected.

Nextel Brazil’s segment earnings decreased $444.8 million, or 143%, on a reported basis, and 147% on a constant currency basis, in 2014 compared to 2013, as a result of the following:

1. Operating revenues

The $415.2 million, or 20%, decrease in service and other revenues on a reported basis in 2014 compared to 2013 is primarily the result of the decline in average revenue per subscriber described above and weaker foreign currency exchange rates. On a constant currency basis, Nextel Brazil's service and other revenues decreased 12% in 2014 compared to 2013.

The $56.1 million, or 57%, increase in handset and accessory revenues on a reported basis in 2014 compared to 2013 is primarily the result of a 24% increase in gross subscriber additions, the majority of which related to WCDMA handset sales, as well as a change in the mix of handsets toward higher cost smartphones and other high-tier handsets. On a constant currency basis, Nextel Brazil's handset and accessory revenues increased 71% in 2014 compared to 2013.

2. Cost of revenues

In 2012, Brazil's telecommunications regulatory agency approved the transition to a cost-based model for determining mobile termination rates beginning in 2016 and additional reductions in those rates for 2013 through 2015 as part of the transition to the cost-based rates. The transition rules also provide for a partial "bill and keep" settlement process that applies the settlement of mobile termination charges between smaller operators like Nextel Brazil and its larger competitors, which further reduces mobile termination charges for smaller operators. The benefit of this partial bill and keep settlement process, which previously only applied to services provided on Nextel Brazil's WCDMA network but will soon apply to all of Nextel Brazil's services, including services provided using its iDEN network as a result of recent regulatory changes in Brazil, declines as mobile termination rates in Brazil transition to a cost-based model. The $74.9 million, or 10%, decrease in cost of service on a reported basis from 2013 to 2014 is largely due to a $112.3 million, or 31%, decrease in interconnect costs related to the changes in the regulated interconnect cost structure described above and a $23.0 million, or 36%, decrease in service and repair costs. These decreases were partially offset by a $62.4 million, or 23%, increase in site and switch expenses, primarily due to an increase in direct switch and transmitter and receiver site costs resulting from a 9% increase in the number of sites in service from December 31, 2013 to December 31, 2014 in connection with the deployment and expansion of Nextel Brazil's WCDMA network and LTE upgrade.

The $164.3 million, or 66%, increase in the cost of handsets and accessories on a reported basis from 2013 to 2014 is largely related to the increase in gross subscriber additions on Nextel Brazil's WCDMA network discussed above, as well as a change in the mix of handsets toward higher cost smartphones and other high-tier handsets.

3. Selling and marketing expenses

The $59.9 million, or 29%, increase in selling and marketing expenses on a reported basis, and 41% on a constant currency basis, in 2014 compared to 2013 was largely due to higher advertising costs resulting from new marketing campaigns in connection with our efforts to increase awareness of Nextel Brazil as a next generation service provider, as well as an increase in commissions resulting from higher gross subscriber additions and an increase in average commission per gross subscriber addition related to a change in the mix of commissions toward more costly indirect sales channels.

4. General and administrative expenses

The $63.7 million, or 9%, decrease in general and administrative expenses on a reported basis, and 1% on a constant currency basis, in 2014 compared to 2013 is principally due to lower payroll costs related to fewer general and administrative personnel resulting from a reduction in force, a decrease in revenue-based taxes associated with the decline in operating revenues described above and a reduction in bad debt expense from 2013 to 2014 related to the delays in processing billing cycles that Nextel Brazil experienced in 2013 that resulted in higher bad debt expense during that year.

53

c. Nextel Mexico

	Year Ended December 31, 2014			% of Nextel Mexico's Operating Revenues		Year Ended December 31, 2013		% of Nextel Mexico’s Operating Revenues		Change from Previous Year					Constant Currency Change from Previous Year
										Dollars			Percent		Percent
	(dollars in thousands)
Operating revenues
Service and other revenues	$	1,375,379		97	%	$	1,832,737	98	%	$	(457,358	)	(25	)%	(22	)%
Handset and accessory revenues	41,784			3	%	39,960		2	%	1,824			5	%	9	%
	1,417,163			100	%	1,872,697		100	%	(455,534		)	(24	)%	(21	)%
Cost of revenues
Cost of service (exclusive of depreciation and amortization)	511,069			36	%	484,367		26	%	26,702			6	%	10	%
Cost of handsets and accessories	491,003			35	%	547,123		29	%	(56,120		)	(10	)%	(7	)%
	1,002,072			71	%	1,031,490		55	%	(29,418		)	(3	)%	1	%
Selling and marketing expenses	207,468			14	%	292,800		16	%	(85,332		)	(29	)%	(26	)%
General and administrative expenses	298,104			21	%	368,511		19	%	(70,407		)	(19	)%	(16	)%
Segment (losses) earnings	$	(90,481	)	(6	)%	$	179,896	10	%	$	(270,377	)	(150	)%	(152	)%

Nextel Mexico represented 38% of our consolidated operating revenues for 2014 compared to 40% for 2013, and comprised 32% of our total subscriber base at the end of 2014 compared to 35% at the end of 2013.

Nextel Mexico experienced significant disruption to its business plans, and a decline in its subscriber base, operating revenues and operating cash flows, in connection with Sprint’s deactivation of its iDEN network in the U.S. in mid-2013, which was compounded by the insufficient capacity of Nextel Mexico's WCDMA network to handle the number of subscribers that migrated from service on our iDEN network to service on our WCDMA network, as well as the inability of our customer operations to respond to problems encountered by those subscribers. The deactivation of Sprint's iDEN network also resulted in changes to the connections previously available between our subscribers and their contacts in the U.S., as well as our customers’ ability to roam in the U.S. These changes had an adverse impact on our customers' experience in using their services and created a negative perception of our services and reputation as a provider of high quality services in Mexico, which has made it more difficult for us to attract and retain subscribers in 2014. As a result of these factors and the competitive environment in Mexico, Nextel Mexico experienced higher iDEN customer turnover and was not able to effectively offset the loss of iDEN subscribers with new WCDMA subscribers, resulting in a 12% reduction in Nextel Mexico's ending subscriber base from December 31, 2013 to December 31, 2014.

Over the course of the last year, Nextel Mexico has experienced deteriorating financial and operational results due to these and other factors, including the economic and competitive environments in Mexico. As a result, Nextel Mexico's operating revenues decreased 24% on a reported basis, and its average revenue per subscriber decreased 6%, for 2014 compared to 2013. On a constant currency basis, Nextel Mexico's operating revenues decreased 21%, and its average revenue per subscriber decreased 2%, in 2014 compared to 2013 primarily as a result of subscriber migrations to lower rate service plans, particularly for iDEN subscribers, as well as a higher mix of prepaid subscribers with lower average revenues per subscriber. The percentage of Nextel Mexico's total subscriber base that represented prepaid subscribers increased from 3% as of December 31, 2013 to 11% as of December 31, 2014.

Nextel Mexico has taken and continues to take actions designed to improve its WCDMA network performance and the quality of service experienced by our customers, including improving its retail distribution channels, launching awareness campaigns to inform subscribers of the improvements to its WCDMA network and offering new service plans. As a result of these efforts, Nextel Mexico experienced some recovery in the second half of 2014, and its gross subscriber additions increased 13% from 2013 to 2014.

The average value of the Mexican peso depreciated relative to the U.S. dollar by 4% during 2014 compared to the average value that prevailed in 2013. As a result, the components of Nextel Mexico's results of operations for 2014, after translation into U.S. dollars, reflect slightly lower revenues and expenses in U.S. dollars than would have occurred if the Mexican peso had not depreciated relative to the U.S. dollar. If the value of the Mexican peso remains at current levels or depreciates further relative to the U.S. dollar, Nextel Mexico's future reported results of operations will be adversely affected.

54

Nextel Mexico's segment earnings decreased $270.4 million, or 150%, on a reported basis, and 152% on a constant currency basis, in 2014 compared to 2013. Nextel Mexico's segment earnings margin of 10% in 2013 declined to a segment loss margin of 6% in 2014 as a result of the following:

1. Operating revenues

The $457.4 million, or 25%, decrease in service and other revenues on a reported basis, and 22% on a constant currency basis, in 2014 compared to 2013 is primarily due to a 12% reduction in Nextel Mexico's subscriber base from December 31, 2013 to December 31, 2014 and lower average revenue per subscriber.

2. Cost of revenues

The $26.7 million, or 6%, increase in cost of service on a reported basis from 2013 to 2014 is largely due to a $50.3 million, or 20%, increase in direct switch and transmitter and receiver site costs resulting from a 13% increase in the number of sites in service from December 31, 2013 to December 31, 2014 in connection with the deployment and expansion of Nextel Mexico's WCDMA network, partially offset by a $27.2 million, or 99%, decrease in managed services expenses related to the insourcing of certain activities and an $8.4 million, or 6%, decrease in interconnect costs related to lower interconnect minutes of use.

The decrease in cost of handsets and accessories on a reported basis from 2013 to 2014 was caused by a $175.9 million, or 72%, decrease in the cost of iDEN handsets, partially offset by a $119.7 million, or 40%, increase in the cost of WCDMA handsets.

3. Selling and marketing expenses

The $85.3 million, or 29%, decrease in selling and marketing expenses on a reported basis, and 26% on a constant currency basis, in 2014 compared to 2013 is primarily the result of lower indirect commissions resulting from a 27% decrease in indirect gross subscriber additions, a decrease in average commission per gross subscriber addition resulting from a change in Nextel Mexico's commissions structure and lower advertising costs.

4. General and administrative expenses

The $70.4 million, or 19%, decrease in general and administrative expenses on a reported basis, and 16% on a constant currency basis, in 2014 compared to 2013 is primarily the result of lower customer care expenses associated with Nextel Mexico's smaller subscriber base, lower payroll costs related to fewer general and administrative personnel resulting from a reduction in force and a decrease in information technology costs.

d. Nextel Argentina

	Year Ended December 31, 2014		% of Nextel Argentina's Operating Revenues		Year Ended December 31, 2013		% of Nextel Argentina’s Operating Revenues		Change from Previous Year					Constant Currency Change from Previous Year
									Dollars			Percent		Percent
	(dollars in thousands)
Operating revenues
Service and other revenues	$	379,939	89	%	$	575,536	90	%	$	(195,597	)	(34	)%	(2	)%
Handset and accessory revenues	45,032		11	%	60,912		10	%	(15,880		)	(26	)%	10	%
	424,971		100	%	636,448		100	%	(211,477		)	(33	)%	(1	)%
Cost of revenues
Cost of service (exclusive of depreciation and amortization)	105,165		25	%	140,390		22	%	(35,225		)	(25	)%	11	%
Cost of handsets and accessories	69,686		16	%	90,879		14	%	(21,193		)	(23	)%	14	%
	174,851		41	%	231,269		36	%	(56,418		)	(24	)%	12	%
Selling and marketing expenses	47,462		11	%	61,607		10	%	(14,145		)	(23	)%	14	%
General and administrative expenses	126,417		30	%	164,154		26	%	(37,737		)	(23	)%	14	%
Segment earnings	$	76,241	18	%	$	179,418	28	%	$	(103,177	)	(58	)%	(37	)%

55

Nextel Argentina comprised 12% of our consolidated operating revenues for 2014 compared to 13% for 2013, and represented 21% of our total subscriber base at the end of 2014 compared to 22% at the end of 2013. Almost half of Nextel Argentina's subscriber base as of December 31, 2014 represented subscribers who are utilizing prepaid service plans that generate lower average monthly revenues per subscriber unit. Nextel Argentina generated a segment earnings margin of 18% in 2014 compared to 28% in 2013. Over the last several years, the inflation rate in Argentina has risen significantly, and we expect that it may continue to rise in future years. The higher inflation rate has affected costs that are incurred in Argentine pesos. If the higher inflation rates in Argentina continue, Nextel Argentina's results of operations may be adversely affected. In addition, Nextel Argentina continues to compete utilizing its iDEN network, which does not support data services that are competitive with the higher speed data services offered by some of its competitors. As a result, Nextel Argentina experienced a higher customer turnover rate in 2014 compared to 2013 as its customers were targeted by competitors’ aggressive offers.

The average value of the Argentine peso during 2014 depreciated relative to the U.S. dollar by 48% compared to the same period in 2013. As a result, the components of Nextel Argentina's results of operations for 2014 after translation into U.S. dollars reflect significantly lower U.S. dollar-denominated revenues and expenses than would have occurred if the Argentine peso had not depreciated relative to the U.S. dollar. The average exchange rate used to translate Nextel Argentina's results of operations may not be indicative of the economic reality in Argentina.

Nextel Argentina's segment earnings decreased $103.2 million, or 58%, on a reported basis in 2014 compared to 2013, and its segment earnings margin decreased to 18% in 2014 compared to 28% in 2013, primarily as a result of the significant depreciation in the value of the Argentine peso relative to the U.S. dollar. On a constant currency basis, Nextel Argentina's segment earnings decreased 37% in 2014 compared to 2013, primarily as a result of lower operating revenues and higher overall costs resulting from higher inflation rates.

e. Corporate

	Year Ended December 31, 2014			Year Ended December 31, 2013			Change from Previous Year
							Dollars			Percent
	(dollars in thousands)
Operating revenues
Service and other revenues	$	351		$	42		$	309		NM
Selling and marketing expenses	5,544			11,831			(6,287		)	(53	)%
General and administrative expenses	144,932			169,813			(24,881		)	(15	)%
Segment losses	$	(150,125	)	$	(181,602	)	$	31,477		(17	)%

_______________________________________

NM-Not Meaningful

Segment losses decreased $31.5 million, or 17%, in 2014 compared to 2013 primarily due to a $24.9 million, or 15%, decrease in general and administrative expenses largely resulting from reduced payroll expenses related to fewer general and administrative personnel following a reduction in personnel and lower information technology costs. General and administrative expenses for 2014 also included $22.6 million in consulting costs and other professional fees incurred in connection with our exploration of strategic and restructuring options and in preparation for our Chapter 11 filing.

56

2. Year Ended December 31, 2013 vs. Year Ended December 31, 2012

a. Consolidated

	Year Ended December 31, 2013			% of Consolidated Operating Revenues		Year Ended December 31, 2012			% of Consolidated Operating Revenues		Change from Previous Year					Constant Currency Change from Previous Year
											Dollars			Percent		Percent
	(dollars in thousands)
Operating revenues
Service and other revenues	$	4,517,154		96	%	$	5,424,766		95	%	$	(907,612	)	(17	)%	(12	)%
Handset and accessory revenues	194,413			4	%	268,469			5	%	(74,056		)	(28	)%	(22	)%
	4,711,567			100	%	5,693,235			100	%	(981,668		)	(17	)%	(12	)%
Cost of revenues
Cost of service (exclusive of depreciation and amortization included below)	1,392,140			30	%	1,509,543			27	%	(117,403		)	(8	)%	(1	)%
Cost of handsets and accessories	884,789			18	%	792,466			13	%	92,323			12	%	14	%
	2,276,929			48	%	2,302,009			40	%	(25,080		)	(1	)%	5	%
Selling and marketing expenses	573,884			12	%	668,783			11	%	(94,899		)	(14	)%	(13	)%
General and administrative expenses	1,367,889			29	%	1,593,139			27	%	(225,250		)	(14	)%	(8	)%
Impairment and restructuring charges	168,543			4	%	30,401			2	%	138,142			NM		NM
Depreciation and amortization	692,927			15	%	605,161			11	%	87,766			15	%	21	%
Operating (loss) income	(368,605		)	(8	)%	493,742			9	%	(862,347		)	(175	)%	(178	)%
Interest expense, net	(526,530		)	(11	)%	(359,795		)	(7	)%	(166,735		)	46	%	49	%
Interest income	43,327			1	%	33,785			1	%	9,542			28	%	33	%
Foreign currency transaction losses, net	(123,369		)	(3	)%	(63,330		)	(2	)%	(60,039		)	95	%	107	%
Other expense, net	(12,859		)	—		(28,097		)	—		15,238			(54	)%	(54	)%
(Loss) income from continuing operations before income tax provision	(988,036		)	(21	)%	76,305			1	%	(1,064,341		)	NM		NM
Income tax provision	(446,052		)	(9	)%	(158,144		)	(2	)%	(287,908		)	182	%	200	%
Net loss from continuing operations	(1,434,088		)	(30	)%	(81,839		)	(1	)%	(1,352,249		)	NM		NM
Loss from discontinued operations, net of income taxes	(215,511		)	(5	)%	(683,410		)	(12	)%	467,899			(68	)%	(58	)%
Net loss	$	(1,649,599	)	(35	)%	$	(765,249	)	(13	)%	$	(884,350	)	116	%	176	%

_______________________________________

NM-Not Meaningful

1. Operating revenues

The $981.7 million, or 17%, decrease in consolidated service and other revenues on a reported basis, and the 12% decrease on a constant currency basis, from 2012 to 2013 were primarily due to the decline in our consolidated subscriber base and a decrease in consolidated average revenue per subscriber in local currency caused by an increase in the number of subscribers on lower rate service plans in both Brazil and Mexico, adjustments to promotional offers in response to a more competitive environment in Brazil and retention credits offered to certain customers in Mexico. The decrease in consolidated service and other revenues on a reported basis also reflects weaker average foreign currency exchange rates in Brazil and Argentina, which were partially offset by a slightly stronger average foreign currency exchange rate in Mexico.

2. Cost of revenues

Consolidated cost of revenues remained relatively stable on a reported basis from 2012 to 2013 despite the lower consolidated operating revenue levels primarily as a result of:

57

• a $106.2 million, or 23%, increase in consolidated direct switch and transmitter and receiver site costs due to a 34% increase in the number of sites in service from December 31, 2012 to December 31, 2013 in connection with the deployment of our WCDMA networks in Brazil and Mexico; and

• a $92.3 million, or 12%, increase in cost of handsets and accessories resulting from a change in the mix of handsets in Brazil and Mexico toward higher-tier handsets and losses related to inventory obsolescence that Nextel Brazil and Nextel Mexico recognized in the second half of 2013.

These increases were partially offset by:

• a $169.2 million, or 24%, decrease in consolidated interconnect costs related to lower interconnect minutes of use in Brazil and Mexico as a result of the reduction in our consolidated subscriber base and lower usage levels per subscriber, as well as a decline in mobile termination rates in Brazil;

• a $66.8 million, or 32%, decrease in consolidated service and repair costs resulting from the utilization of more refurbished handsets and a lower overall number of repaired handsets; and

• weaker average foreign currency exchange rates in Brazil and Argentina that were partially offset by slightly stronger foreign currency exchange rates in Mexico.

On a constant currency basis, consolidated cost of revenues increased 5% for 2013 compared to 2012.

Consolidated cost of revenues as a percentage of consolidated operating revenues increased from 40% in 2012 to 48% in 2013 primarily as a result of an increase in direct switch and transmitter and receiver site costs, an increase in the cost of handsets and accessories and the decline in operating revenues described above over the same period.

3. Selling and marketing expenses

Significant factors contributing to the $94.9 million, or 14%, decrease in consolidated selling and marketing expenses on a reported basis in 2013 compared to 2012, and a 13% decrease on a constant currency basis, included a significant reduction in commissions generated through direct and indirect channels, mostly in Brazil and Mexico, and a $27.6 million, or 14%, decrease in consolidated advertising and other marketing expenses resulting from fewer advertising campaigns launched in 2013 compared to 2012.

4. General and administrative expenses

The $225.3 million, or 14%, decrease in consolidated general and administrative expenses on a reported basis, and 8% on a constant currency basis, in 2013 compared to 2012 was due to a decrease in consulting and information technology costs at the corporate level, a decrease in revenue-based taxes in Brazil associated with a decline in Nextel Brazil's operating revenues as well as a $103.0 million, or 48%, decrease in the consolidated provision for doubtful accounts in 2013 compared to 2012, which is mostly attributable to changes made to Nextel Brazil's collection and retention policy and other processes in the fourth quarter of 2012 in connection with efforts to deactivate unprofitable customers. These changes resulted in an increase in the consolidated provision for doubtful accounts in the fourth quarter of 2012 and improved customer credit quality in 2013, which led to a lower consolidated provision for doubtful accounts in 2013.

Consolidated general and administrative expenses as a percentage of consolidated operating revenues increased from 27% in 2012 to 29% in 2013 largely as a result of the decline in operating revenues over the same period.

5. Impairment and restructuring charges

Consolidated impairment and restructuring charges recognized in 2013 primarily related to the following:

• a non-cash asset impairment charge of $85.3 million related to the discontinuation of software previously developed for use in multiple markets to support our customer relationship management systems;

• a $39.7 million non-cash charge in connection with the restructuring of certain outsourcing agreements reflecting the write-off of a portion of the base contractual fees that we had classified as a prepayment and that were being recognized over the life of the agreements prior to their restructuring;

58

• $30.1 million in restructuring charges, the majority of which was at the corporate level and in Mexico, related to the separation of employees and other restructuring activities in conjunction with actions taken to realign staffing and other resources;

• $6.8 million in contract termination costs incurred in connection with the sublease of certain excess space located in one of our corporate office buildings; and

• $5.9 million in charges incurred at the corporate level related to the discontinuation of the development of certain network features.

6. Depreciation and amortization

The $87.8 million, or 15%, increase in consolidated depreciation and amortization on a reported basis, and the 21% increase on a constant currency basis, from 2012 to 2013 is principally the result of an increase in consolidated property, plant and equipment in service resulting from continued investments in our WCDMA networks.

7. Interest expense, net

The $166.7 million, or 46%, increase in consolidated net interest expense on a reported basis, and the 49% increase on a constant currency basis, from 2012 to 2013 is largely related to interest incurred in connection with the issuance of $900.0 million in 11.375% senior notes in February and April 2013 and $700.0 million in 7.875% senior notes in May 2013, as well as lower capitalized interest.

8. Foreign currency transaction losses, net

The $60.0 million, or 95%, increase in consolidated foreign currency losses from 2012 to 2013 is primarily the result of the impact of the depreciation in the value of the Brazilian real relative to the U.S. dollar on Nextel Brazil's U.S. dollar-denominated net liabilities, partially offset by the slight appreciation in the value of the Mexican peso relative to the U.S. dollar on Nextel Mexico's U.S. dollar-denominated net liabilities.

9. Income tax provision

The $287.9 million, or 182%, increase in the consolidated income tax provision from 2012 to 2013 is primarily due to the $572.8 million valuation allowance established with respect to the deferred tax assets of certain Brazilian and Mexican subsidiaries, partially offset by a reduction in withholding taxes, tax benefits associated with various tax planning strategies in our foreign markets and a reduction in the income from continuing operations before income taxes of our foreign markets.

Segment Results

We evaluate performance of our segments and provide resources to them based on operating income before depreciation and amortization and impairment, restructuring and other charges, which we refer to as segment earnings. A discussion of our segment results is provided below.

59

b.    Nextel Brazil

	Year Ended December 31, 2013		% of Nextel Brazil’s Operating Revenues		Year Ended December 31, 2012		% of Nextel Brazil’s Operating Revenues		Change from Previous Year					Constant Currency Change from Previous Year
									Dollars			Percent		Percent
	(dollars in thousands)
Operating revenues
Service and other revenues	$	2,109,363	96	%	$	2,756,167	95	%	$	(646,804	)	(23	)%	(15	)%
Handset and accessory revenues	98,671		4	%	146,183		5	%	(47,512		)	(33	)%	(25	)%
	2,208,034		100	%	2,902,350		100	%	(694,316		)	(24	)%	(16	)%
Cost of revenues
Cost of service (exclusive of   depreciation and amortization)	767,908		35	%	909,908		32	%	(142,000		)	(16	)%	(7	)%
Cost of handsets and accessories	250,749		11	%	210,294		7	%	40,455			19	%	24	%
	1,018,657		46	%	1,120,202		39	%	(101,545		)	(9	)%	(1	)%
Selling and marketing expenses	207,646		9	%	262,620		9	%	(54,974		)	(21	)%	(12	)%
General and administrative expenses	670,602		31	%	844,896		29	%	(174,294		)	(21	)%	(12	)%
Segment earnings	$	311,129	14	%	$	674,632	23	%	$	(363,503	)	(54	)%	(46	)%

The average value of the Brazilian real during 2013 depreciated relative to the U.S. dollar by 11% compared to the average rate that prevailed during the same period in 2012. As a result, the components of Nextel Brazil's results of operations for 2013, after translation into U.S. dollars, reflect lower revenues and expenses in U.S. dollars than would have occurred if the Brazilian real had not depreciated relative to the U.S. dollar. If the value of the Brazilian real remains at levels similar to the end of 2013 or depreciates further relative to the U.S. dollar, Nextel Brazil's future results of operations may be adversely affected.

Nextel Brazil’s segment earnings decreased $363.5 million, or 54%, on a reported basis, and 46% on a constant currency basis, in 2013 compared to 2012, as a result of the following:

1. Operating revenues

The $646.8 million, or 23%, decrease in service and other revenues on a reported basis in 2013 compared to 2012 is primarily the result of lower average revenue per subscriber in local currency as described above and weaker foreign currency exchange rates. On a constant currency basis, Nextel Brazil's service and other revenues decreased 15% in 2013 compared to 2012.

2. Cost of revenues

The $142.0 million, or 16%, decrease in cost of service on a reported basis from 2012 to 2013 is largely due to the $127.3 million, or 26%, decrease in interconnect costs related to a decrease in interconnect minutes of use and lower mobile termination rates, as well as a decrease in Nextel Brazil's service and repair costs caused primarily by the utilization of more refurbished handsets. The $40.5 million, or 19%, increase in cost of handsets and accessories on a reported basis from 2012 to 2013 is largely related to a change in the mix of handsets toward higher-tier smartphones and other handsets, as well as losses related to inventory obsolescence.

On a constant currency basis, Nextel Brazil's total cost of revenues decreased 1% in 2013 compared to 2012. Despite these decreases, Nextel Brazil's cost of revenues increased as a percentage of operating revenues as a result of the more significant year-over-year decline in operating revenues described above and an increase in costs associated with the deployment of Nextel Brazil's WCDMA network.

In November 2012, Brazil's telecommunications regulatory agency approved the transition to a cost-based model for determining mobile termination rates beginning in 2016 and additional reductions in those rates for 2013 through 2015 as part of the transition to the cost-based rates. The transition rules also provide for a partial "bill and keep" settlement process that applies the settlement of mobile termination charges between smaller operators like Nextel Brazil and its larger competitors, which has the effect of further reducing the mobile termination charges of the smaller operators. The benefit of this partial bill and keep settlement process, which only applies to services provided on our WCDMA network, declines as mobile termination rates in Brazil transition to a cost-based model. We expect these changes will reduce the cost to provide wireless services to our customers

60

as we transition subscribers to our WCDMA network in Brazil and will allow us to offer unique pricing plans that we believe will be attractive to our current and potential customers.

3. Selling and marketing expenses

The $55.0 million, or 21%, decrease in selling and marketing expenses on a reported basis, and 12% on a constant currency basis, in 2013 compared to 2012 is largely due to significantly lower advertising costs resulting from fewer advertising campaigns, as well as cost reduction initiatives in 2013 compared to 2012 and a decrease in direct and indirect commissions that resulted mostly from acquiring subscribers with lower average revenues.

4. General and administrative expenses

The $174.3 million, or 21%, decrease in general and administrative expenses on a reported basis, and 12% on a constant currency basis, in 2013 compared to 2012 is principally due to a $108.7 million, or 58%, decrease in provision for doubtful accounts on a reported basis 2013 compared to 2012 as a result of the changes made to Nextel Brazil's collection and retention policy and other processes during the fourth quarter of 2012 in connection with the deactivation of unprofitable customers. These changes resulted in an increase in Nextel Brazil's provision for doubtful accounts in the fourth quarter of 2012 and improved customer credit quality in 2013. Additionally, Nextel Brazil experienced a significant decrease in revenue-based taxes associated with the decline in operating revenues described above and other cost reduction initiatives.

61

c. Nextel Mexico

	Year Ended December 31, 2013		% of Nextel Mexico's Operating Revenues		Year Ended December 31, 2012		% of Nextel Mexico’s Operating Revenues		Change from Previous Year					Constant Currency Change from Previous Year
									Dollars			Percent		Percent
	(dollars in thousands)
Operating revenues
Service and other revenues	$	1,832,737	98	%	$	2,033,255	96	%	$	(200,518	)	(10	)%	(13	)%
Handset and accessory revenues	39,960		2	%	76,318		4	%	(36,358		)	(48	)%	(49	)%
	1,872,697		100	%	2,109,573		100	%	(236,876		)	(11	)%	(14	)%
Cost of revenues
Cost of service (exclusive of depreciation and amortization)	484,367		26	%	413,457		20	%	70,910			17	%	15	%
Cost of handsets and accessories	547,123		29	%	504,962		24	%	42,161			8	%	5	%
	1,031,490		55	%	918,419		44	%	113,071			12	%	9	%
Selling and marketing expenses	292,800		16	%	299,022		14	%	(6,222		)	(2	)%	(5	)%
General and administrative expenses	368,511		19	%	331,073		15	%	37,438			11	%	8	%
Segment earnings	$	179,896	10	%	$	561,059	27	%	$	(381,163	)	(68	)%	(69	)%

The average value of the Mexican peso appreciated relative to the U.S. dollar by 3% during 2013 compared to the average value that prevailed in 2012. As a result, the components of Nextel Mexico's results of operations for 2013, after translation into U.S. dollars, reflect slightly higher revenues and expenses in U.S. dollars than would have occurred if the Mexican peso had not appreciated relative to the U.S. dollar.

As a result of the increase in operating expenses in connection with the deployment of our WCDMA network, including cost of service, general and administrative expenses and other factors described below, Nextel Mexico's segment earnings decreased $381.2 million, or 68%, on a reported basis, and 69% on a constant currency basis, in 2013 compared to 2012. Nextel Mexico's segment earnings margin declined from 27% in 2012 to 10% in 2013 as a result of the following:

1. Operating revenues

The $200.5 million, or 10%, decrease in service and other revenues on a reported basis, and 13% on a constant currency basis, in 2013 compared to 2012 is primarily due to a decline in average revenue per subscriber on a local currency basis resulting from the implementation of lower rate service plans in response to the competitive environment in Mexico, as well as the 16% reduction in Nextel Mexico's subscriber base from December 31, 2012 to December 31, 2013.

2. Cost of revenues

The $70.9 million, or 17%, increase in cost of service on a reported basis, and 15% on a constant currency basis, in 2013 compared to 2012 is primarily the result of a $101.7 million, or 71%, increase in direct switch and transmitter and receiver site costs resulting from a significant increase in transmitter and receiver sites in service from December 31, 2012 to December 31, 2013 related to the deployment and expansion of Nextel Mexico's WCDMA network. These amounts were partially offset by a $26.4 million, or 16%, decrease in interconnect expenses related to a decline in interconnect minutes of use and a reduction in mobile termination rates. The increase in Nextel Mexico's cost of revenues was also partially due to a $42.2 million, or 8%, increase in cost of handsets and accessories resulting from a change in the mix of handsets toward higher tier smartphones and other handsets and losses related to inventory obsolescence.

3. General and administrative expenses

The $37.4 million, or 11%, increase in general and administrative expenses on a reported basis, and 8% on a constant currency basis, in 2013 compared to 2012 is primarily the result of higher information technology and customer care expenses.

62

d. Nextel Argentina

	Year Ended December 31, 2013		% of Nextel Argentina's Operating Revenues		Year Ended December 31, 2012		% of Nextel Argentina’s Operating Revenues		Change from Previous Year					Constant Currency Change from Previous Year
									Dollars			Percent		Percent
	(dollars in thousands)
Operating revenues
Service and other revenues	$	575,536	90	%	$	636,807	93	%	$	(61,271	)	(10	)%	9	%
Handset and accessory revenues	60,912		10	%	48,394		7	%	12,518			26	%	51	%
	636,448		100	%	685,201		100	%	(48,753		)	(7	)%	12	%
Cost of revenues
Cost of service (exclusive of depreciation and amortization)	140,390		22	%	187,641		27	%	(47,251		)	(25	)	(15	)%
Cost of handsets and accessories	90,879		14	%	79,563		12	%	11,316			14	%	16	%
	231,269		36	%	267,204		39	%	(35,935		)	(13	)%	(5	)%
Selling and marketing expenses	61,607		10	%	68,754		10	%	(7,147		)	(10	)%	8	%
General and administrative expenses	164,154		26	%	168,287		25	%	(4,133		)	(2	)%	17	%
Segment earnings	$	179,418	28	%	$	180,956	26	%	$	(1,538	)	(1	)%	43	%

The average value of the Argentine peso during 2013 depreciated relative to the U.S. dollar by 20% compared to the same period in 2012. As a result, the components of Nextel Argentina's results of operations for 2013 after translation into U.S. dollars reflect lower U.S. dollar-denominated revenues and expenses than would have occurred if the Argentine peso had not depreciated relative to the U.S. dollar.

Nextel Argentina's segment earnings decreased $1.5 million, or 1%, on a reported basis in 2013 compared to 2012 primarily as the result of a $48.8 million, or 7%, decrease in operating revenues caused by the impact of the decrease in value of the Argentine peso compared to the U.S. dollar during 2013, partially offset by a corresponding $47.2 million decrease in operating expenses that was also driven primarily by the decrease in value of the Argentine peso. On a constant currency basis, Nextel Argentina's segment earnings increased 43% in 2013 compared to 2012, primarily as a result of a 15% increase in Nextel Argentina's subscriber base from 2012 to 2013.

63

e. Corporate

	Year Ended December 31, 2013			Year Ended December 31, 2012			Change from Previous Year
							Dollars			Percent
	(dollars in thousands)
Operating revenues
Service and other revenues	$	42		$	—		$	42		NM
Selling and marketing expenses	11,831			38,395			(26,564		)	(69	)%
General and administrative expenses	169,813			259,057			(89,244		)	(34	)%
Segment losses	$	(181,602	)	$	(297,452	)	$	115,850		(39	)%

Segment losses decreased $115.9 million, or 39%, in 2013 compared to 2012 primarily due to a $89.2 million, or 34%, decrease in general and administrative expenses. This decrease in general and administrative expenses was largely the result of a $32.4 million, or 24%, decrease in consulting and other outside service costs, a $35.3 million, or 55%, decrease in information technology costs, a decrease in payroll expenses, and a decrease in stock-based compensation expense.

C. Liquidity and Capital Resources

We derive our liquidity and capital resources primarily from a combination of cash flows from our operations and cash we raise in connection with external financings and asset sales. As of December 31, 2014, we had working capital, which is defined as total current assets less total current liabilities, of $4.0 million, a $1,457.6 million decrease compared to working capital of $1,461.6 million as of December 31, 2013. The decrease in our working capital was the result of cash used in our operations, as well as the reclassification of the balances of our local bank loans and our equipment financing facility in Brazil as current liabilities in our consolidated balance sheet. As of December 31, 2014, our working capital included $573.6 million in cash and cash equivalents, of which $12.3 million was held by Nextel Brazil, $153.9 million was held by Nextel Mexico, $85.5 million was held by Nextel Argentina and $175.2 million was held by NIIT. As of December 31, 2014, $223.2 million of our cash and cash equivalents was held in currencies other than U.S. dollars, with 66% of that amount held in Mexican pesos and 28% of that amount held in Argentine pesos. The majority of the cash and cash equivalents held in Argentina is denominated in Argentine pesos and remains subject to Argentina’s foreign currency controls and to fluctuations in foreign currency exchange rates. Due to these restrictions, cash and investments held by Nextel Argentina are not available to our holding company or our subsidiaries located outside of Argentina. As of December 31, 2014, our working capital also included $153.6 million in short-term investments, the majority of which was held in Brazilian reais. In addition, as of December 31, 2014, we pledged $119.7 million as collateral to secure certain performance bonds relating to our obligations to deploy our spectrum in Brazil, which we recorded as long-term other assets in our consolidated balance sheet.

A substantial portion of our cash and cash equivalents is held in money market funds, bank deposits and U.S. treasury securities, and our cash, cash equivalents and short-term investments held in local currencies are typically maintained in a combination of money market funds, highly liquid overnight securities and fixed income investments. The values of our cash, cash equivalents and short-term investments that are held in the local currencies of the countries in which we do business will fluctuate in U.S. dollars based on changes in the exchange rates of these local currencies relative to the U.S. dollar. Our current sources of funding include our cash, cash equivalent and short-term investment balances. Pursuant to our Chapter 11 filing, our uses of cash are subject to review and approval by the Bankruptcy Court.

64

Cash Flows

	Year Ended December 31,									Change from 2013 to 2014			Change from 2012 to 2013
	2014			2013			2012
	(in thousands)
Cash and cash equivalents, beginning of year	$	1,730,335		$	1,364,953		$	2,282,155		$	365,382		$	(917,202	)
Net cash (used in) provided by operating activities	(628,716		)	(192,451		)	353,183			(436,265		)	(545,634		)
Net cash used in investing activities	(347,538		)	(177,612		)	(1,055,160		)	(169,926		)	877,548
Net cash (used in) provided by financing activities	(128,272		)	776,591			(238,295		)	(904,863		)	1,014,886
Effect of exchange rate changes on cash and cash   equivalents	(55,657		)	(56,236		)	844			579			(57,080		)
Change in cash and cash equivalents related to discontinued operations	3,448			15,090			22,226			(11,642		)	(7,136		)
Cash and cash equivalents, end of year	$	573,600		$	1,730,335		$	1,364,953		$	(1,156,735	)	$	365,382

The following is a discussion of the primary sources and uses of cash in our operating, investing and financing activities.

We used $628.7 million of cash in our operating activities during 2014, a $436.3 million increase from 2013, primarily due to increased operating losses and a $125.5 million prepayment of certain costs associated with our roaming arrangements with Telefonica in Brazil and Mexico. We used $192.5 million of cash in our operating activities during 2013, a $545.6 million, or 154%, change from the net cash provided by operating activities in 2012, primarily due to increased operating losses and higher interest expense related to the senior notes we issued in 2013.

We used $347.5 million of cash in our investing activities during 2014, primarily due to $612.2 million in cash capital expenditures and $119.7 million in deposits to secure certain performance bonds relating to our obligations to deploy our spectrum in Brazil, partially offset by $454.5 million in net proceeds received from maturities of our short-term investments in Brazil and at the corporate level. We used $177.6 million of cash in our investing activities during 2013, primarily due to $620.9 million in cash capital expenditures, $417.6 million in net purchases of investments, $52.9 million in fees related to placing new transmitter and receiver sites into service in Brazil and $39.4 million related to changes in restricted cash, partially offset by $721.4 million in proceeds from the sale of towers and $355.5 million in proceeds from the sale of Nextel Peru. We used $1,055.2 million of cash in our investing activities during 2012, primarily driven by $953.9 million in cash capital expenditures, partially offset by $134.9 million in net proceeds received from maturities of our short-term investments in Brazil and at the corporate level.

We used $128.3 million of cash in our financing activities during 2014, largely due to $142.2 million in repayments of bank loans, capital leases and other borrowings, partially offset by $14.6 million in borrowings under our equipment financing facilities and other borrowings. Our financing activities provided us with $776.6 million of cash during 2013, primarily due to $900.0 million in gross proceeds we received from the issuance of our 11.375% senior notes in February 2013 and April 2013 and $700.0 million in gross proceeds we received from the issuance of our 7.875% senior notes in May 2013, partially offset by $686.7 million used to repay our bank loan in Mexico and one of our bank loans in Brazil and $37.4 million to repay our import financing loans in Brazil. We used $238.3 million of cash in our financing activities during 2012, primarily due to the principal repayment of $97.4 million under our syndicated loan facility in Brazil, and the repayment of $212.8 million face amount of our 3.125% convertible notes in the U.S., partially offset by $212.8 million in borrowings under a Brazilian real-denominated loan agreement.

D. Future Capital Needs and Resources

Over the course of the last several years, our results of operations, including our operating revenues and operating cash flows, have been negatively affected by a number of factors, including competitive pressure across all of our markets, the overall depreciation of the value of local currencies relative to the U.S. dollar, the impact of previous delays in the deployment and launch of services on our WCDMA networks, which combined with competitive conditions to slow the pace of subscriber growth and revenues on those networks, and the increased costs to support both of our networks. These and other factors had a significant negative impact on our results, and as a result, we ended 2014 with a significantly smaller subscriber and revenue base than was necessary to reach the scale required to generate positive operating income.

As of result of the factors described above, we are not currently able to maintain sufficient liquidity to support our business plan and repay our debts when they come due. As a result, on September 15, 2014, NII Holdings, Inc. and eight of its U.S. and Luxembourg-domiciled subsidiaries, including NII Capital Corp. and Nextel International Telecom, S.C.A, or NIIT, filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the United States Bankruptcy Code, which we refer to as Chapter 11, in the United States Bankruptcy Court for the Southern District of New York, which we refer to as the Bankruptcy Court. Since

65

September 15, 2014, five additional subsidiaries of NII Holdings, Inc. have filed voluntary petitions seeking relief under Chapter 11 in the Bankruptcy Court, with four subsidiaries filing on October 8, 2014 and one subsidiary filing on January 25, 2015. The entities that have filed petitions seeking relief under Chapter 11, which we refer to collectively as the debtors, continue to operate as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Our operating subsidiaries in Brazil, Mexico and Argentina are not debtors in the Chapter 11 cases.

The circumstances leading to our decision to seek relief under Chapter 11, including those described above and their impact on our business, including on our liquidity, and the uncertainties associated with the Chapter 11 process, in combination with the potential impact of our failure to satisfy certain financial covenants under our existing debt obligations, raise substantial doubt about our ability to continue as a going concern. See "— B. Results of Operations — Business Update"and "— Future Outlook and Liquidity Plans" for further information.

On January 26, 2015, NII Holdings, Inc. and certain of its subsidiaries entered into a purchase and sale agreement with an indirect subsidiary of AT&T for the sale of Nextel Mexico. The purchase agreement provides for a purchase price of $1.875 billion in cash, less Nextel Mexico's outstanding debt, net of its cash balances, on the closing date and subject to other specified adjustments. Completion of the transaction is subject to a number of conditions, including the approval of the Bankruptcy Court and the receipt of required regulatory approvals.

Capital Resources.    Our ongoing capital resources depend on a variety of factors, including our existing cash, cash equivalents and investment balances, cash flows generated by our operating companies, external financial sources, the availability of debtor-in-possession financing while our Chapter 11 cases are pending and other financing after we emerge from Chapter 11, and the availability of cash proceeds from the sale of assets, including from the proposed sale of Nextel Mexico.

Our ability to generate sufficient net cash from our operating activities in the future is dependent upon, among other things:

• the amount of revenue we are able to generate and collect from our subscribers, including our ability to increase the size of our subscriber base;

• 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 subscribers; and

• changes in foreign currency exchange rates.

Due to the combined impact of our filing for Chapter 11 protection, our recent and projected results of operations and other factors, our access to the capital markets in the near term is expected to be limited to debtor-in-possession financing. We plan to secure $350.0 million in bridge loan financing contemplated by the Revised PSA and to seek the Bankruptcy Court's approval of that financing in order to fund our business plan while our Chapter 11 cases are pending. In addition, we plan to repay any amounts borrowed with a portion of the proceeds expected to be received from the proposed sale of Nextel Mexico. Our access to debtor-in-possession financing will be subject to the approval of the Bankruptcy Court. See "— Future Outlook and Liquidity Plans"for more information.

Capital Needs, Contingencies and Contractual Obligations.  We currently anticipate that our future capital needs will principally consist of funds required for:

• operating expenses and capital expenditures relating to our existing networks and the planned deployment of LTE upgrades;

• payments in connection with spectrum purchases, including ongoing spectrum license fees;

• debt service requirements;

• obligations relating to our tower financing arrangements and capital lease obligations;

• cash taxes; and

• other general corporate expenditures.

Brazilian Contingencies. Nextel Brazil has received various assessment notices from state and federal Brazilian authorities asserting deficiencies in payments related primarily to value-added taxes, excise taxes on imported equipment and other non-income based taxes. Nextel Brazil has filed various administrative and legal petitions disputing these assessments. In some cases,

66

Nextel Brazil has received favorable decisions, which are currently being appealed by the respective governmental authority. In other cases, Nextel Brazil's petitions have been denied, and Nextel Brazil is currently appealing those decisions. Nextel Brazil also had contingencies related to certain regulatory, civil and labor-related matters as of December 31, 2014 and 2013.

As of December 31, 2014 and 2013, Nextel Brazil had accrued liabilities of $69.7 million and $70.9 million, respectively, related to contingencies, all of which were classified in accrued contingencies reported as a component of other long-term liabilities, of which $8.0 million and $11.2 million related to unasserted claims, respectively. We currently estimate the reasonably possible losses related to matters for which Nextel Brazil has not accrued liabilities, as they are not deemed probable, to be approximately $430.0 million as of December 31, 2014. We continually evaluate the likelihood of probable and reasonably possible losses, if any, related to all known contingencies. As a result, future increases or decreases to our accrued liabilities may be necessary and will be recorded in the period when such amounts are determined to be probable and reasonably estimable.

Contractual Obligations. The following table sets forth the amounts and timing of contractual payments for our most significant contractual obligations determined as of December 31, 2014. The amounts included in the table below exclude liabilities subject to compromise. See Note 2 to our consolidated financial statements for more information. The information included in the table below reflects future unconditional payments and is based upon, among other things, the current terms of the relevant agreements and certain assumptions, such as future interest rates. Most of the amounts included in the table below will be settled in local currencies. Future events could cause actual payments to differ significantly from these amounts. See “Forward-Looking and Cautionary Statements.”

	Payments due by Period
	Less than						More than
Contractual Obligations	1 Year		1-3 Years		3-5 Years		5 Years		Total
	(in thousands)
Purchase obligations (1)	$	1,586,205	$	621,960	$	268,501	$	—	$	2,476,666
Capital leases and tower financing obligations (2)	166,655		339,192		258,855		1,581,487		2,346,189
Operating leases (3)	219,767		414,771		304,984		1,025,445		1,964,967
Spectrum fees (4)	130,091		257,254		257,254		1,119,874		1,764,473
Equipment financing (5)	432,272		137,269		126,692		110,774		807,007
Bank loans (6)	389,610		72,222		9,858		—		471,690
Other long-term obligations (7)	13,087		14,806		16,605		798,276		842,774
Total contractual commitments	$	2,937,687	$	1,857,474	$	1,242,749	$	4,635,856	$	10,673,766

_______________________________________

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

(2) These amounts represent principal and interest payments due under our co-location agreements, our tower financing arrangements and our sale of towers in Brazil and Mexico in 2013.

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

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

(5) These amounts include loan agreements with the China Development Bank in Brazil and Mexico to finance infrastructure equipment and assist in the deployment of the WCDMA networks in these markets. These amounts include future interest payments to which we are contractually obligated in the periods in which they are due. Because of certain cross-default provisions included in Brazil's loan agreement, we classified the principal amount outstanding under this facility as due in less than one year.

(6) These amounts represent principal and interest payments associated with our bank loans in Brazil and include future interest payments to which we are contractually obligated in the periods in which they are due. Because of Nextel Brazil's noncompliance with certain financial covenants at the December 31 measurement date, we classified the principal amounts outstanding under these local bank loans as due in less than one year.

(7) 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.

Capital Expenditures.  Our capital expenditures, including capitalized interest, were $428.4 million for 2014 and $872.1 million for 2013. In light of the liquidity issues we face, we have reduced our investments in capital expenditures, including making substantial reductions to our network development and deployment efforts. We expect these efforts to conserve our cash resources to continue.

Our capital spending and related expenses are expected to be driven by several factors, including:

67

• the amount we spend to enhance our WCDMA networks and deploy our planned LTE upgrades;

• 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, maintain system quality and meet our regulatory requirements, as well as the costs associated with the installation of network infrastructure and switching equipment; and

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

Our future capital expenditures may also be affected by future technology improvements, technology choices and our available capital.

Future Outlook and Liquidity Plans.  Based on our current cash and investment balances and forecasted payment obligations, it will be necessary for us to raise debtor-in-possession financing by the second quarter of 2015 to ensure we can continue to meet those obligations in the ordinary course of business. We plan to secure $350.0 million in bridge loan financing contemplated by the Revised PSA that would remain outstanding in order to provide us with the additional liquidity necessary to fund our business plan until the sale of Nextel Mexico is completed. We expect to use a portion of the proceeds from the sale of Nextel Mexico to repay this debtor-in-possession loan and support our business plan going forward.

Our current circumstances, together with the restrictions in our current financing arrangements and/or general conditions in the financial and credit markets would be expected to make it difficult to obtain funding for our business either before or after we emerge from Chapter 11 pursuant to a confirmed plan of reorganization. If available, the cost of any funding could be both significant and higher than the cost of our existing financing arrangements. Moreover, the debtors' access to additional funding will be subject to the approval of the Bankruptcy Court while our Chapter 11 cases are pending, and we believe that our ability to secure significant additional funding, other than debtor-in-possession financing obtained while we are subject to the Chapter 11 proceedings, will not be available until we emerge from those proceedings. Our inability to obtain suitable financing when it is required for these or other reasons could, among other things, negatively impact our results of operations and liquidity and result in our inability to implement our current or future business plans.

Our current business plan assumes that customers will find our services attractive and that we will be able to continue to expand our subscriber base on our WCDMA networks. Our business plan also assumes that we will increase our operating revenues and ultimately generate positive operating cash flows. However, given the factors that have negatively affected our business, the difficulties associated with predicting our ability to overcome these factors and the uncertainty regarding our ability to complete the proposed sale of Nextel Mexico and confirm a plan of reorganization that would allow us to successfully restructure our debt obligations and emerge from the Chapter 11 proceedings, there can be no assurance that we will be able to achieve these results.

In making the assessment of our funding needs under our current business plan and the adequacy of our current sources of funding for 2015, we have considered:

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

• cash proceeds expected to be received from sales of assets, including from the proposed sale of Nextel Mexico;

• 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 deployment of WCDMA networks and our planned deployment of LTE upgrades in certain markets;

• our scheduled debt service obligations relating to financing that is not expected to be restructured in the Chapter 11 proceedings and our current expectations regarding the treatment of certain of our debt obligations pursuant to a plan of reorganization that may be confirmed in those proceedings;

• our other contractual obligations;

• the costs associated with the Chapter 11 proceedings; and

• cash income and other taxes.

In addition to the factors described above, the anticipated cash needs of our business, as well as the conclusions presented herein regarding our liquidity needs, could change significantly:

• if we are unable to complete the proposed sale of Nextel Mexico or to confirm a plan of reorganization and emerge from the Chapter 11 proceedings;

68

• if our plans change;

• if we are not able to satisfy the conditions of the amendments to our equipment financing facilities and other financing agreements that have the effect of waiving certain financial covenants in the existing agreements (see "Maintenance Covenants Under Financing Agreements"below);

• if we decide to expand into new markets or expand our geographic coverage or network capacity in our existing markets beyond our current plans, as a result of the construction of additional portions of our networks or the acquisition of competitors or others;

• if currency values in our markets depreciate or appreciate 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.

Maintenance Covenants Under Financing Agreements. We are required to meet certain financial covenants in our equipment financing facilities in Brazil and Mexico and in Brazil's local bank loans semiannually, calculated as of June 30 and December 31 of each year.

As of the June 30, 2014 measurement date, we were not in compliance with certain financial covenants in our equipment financing facilities in Brazil and Mexico. As of December 31, 2014, we had $689.9 million principal amount outstanding under these equipment financing facilities. In December 2014, Nextel Brazil and Nextel Mexico and the lenders under the equipment financing facilities agreed to amendments to those facilities that removed all financial covenants beginning with the December 31, 2014 measurement date and continuing through the June 30, 2017 measurement date. In exchange for covenant relief, Nextel Brazil granted the lender of its equipment financing facility preferential rights to the amounts held in certain bank accounts, and Nextel Mexico's parent company, Nextel International Uruguay, LLC, granted the lender of its equipment financing facility a pledge on the shares it holds in Nextel Mexico. In addition, Nextel Brazil and Nextel Mexico have the option to defer principal amortization payments in exchange for an upfront payment of 17% of the amounts outstanding under the equipment financing facilities on August 31, 2014. As a result of the amendment of our equipment financing facility in Mexico, we classified the principal amount outstanding under this facility as long-term debt in our consolidated balance sheet as of December 31, 2014. Because of certain cross-default provisions included in our equipment financing facility in Brazil, we classified the principal amount outstanding under this facility as a current liability in our consolidated balance sheet as of December 31, 2014. We do not have the ability to borrow additional amounts under these equipment financing facilities.

As of December 31, 2014, we were not in compliance with the net debt financial covenants included in each of Nextel Brazil's outstanding local bank loans. As of December 31, 2014, Nextel Brazil had a total of $343.9 million principal amount outstanding under its bank loans. Because of our noncompliance at the December 31 measurement date, we classified the principal amounts outstanding under these local bank loans as current liabilities in our consolidated balance sheet as of December 31, 2014. In February 2015, Nextel Brazil and the lenders providing the local bank loans entered into standstill agreements under which the lenders agreed that they would not seek remedies under the provisions of the agreements related to Nextel Brazil's failure to satisfy the financial covenants in the loan agreements in the period before September 15, 2015 and that further principal repayment obligations due between the signing date and September 15, 2015 would be suspended. In addition, the standstill agreements formally commit the lenders to sign amendments, which we refer to as the second amendments, once certain conditions are met that implement permanent amendments to the terms of the local bank loans, including with respect to the financial covenants and principal repayment schedule for these loans. Among others, these conditions include:

• our emergence from the Chapter 11 proceedings on or prior to September 15, 2015;

• the absence of an insolvency event involving Nextel Brazil;

• the absence of events of default other than those waived or suspended in the standstill agreements; and

• the execution of subordination agreements subordinating any amounts due under intercompany loans between NIIT and Nextel Brazil.

In the event of a breach of one or more of the conditions listed above, the lenders providing the local bank loans have the right to terminate the standstill agreement and exercise all remedies under the agreements in place, including but not limited to declaring an event of default for noncompliance with the financial covenants and/or nonpayment of amounts due under the

69

repayment schedule. Following the declaration of an event of default, the lenders will have the right to accelerate the loans and proceed with claims against the collateral.

Concurrent with the execution of the standstill agreements, Nextel Brazil and the lenders entered into amendments to the agreements relating to the local bank loans, which we refer to as the first amendments, under which Nextel Brazil granted the lenders a security interest over amounts held at any given time in certain collection accounts maintained with each lender. These first amendments also adjust the interest rates on the loans.

Intercompany Transactions. In the past, we have entered into intercompany loans with some of our subsidiaries for cash management purposes. As of December 31, 2014, these long-term intercompany loans included $2.7 billion principal amount, plus accrued interest, owed by NII Holdings, Inc. to NII Capital Corp. and $644.0 million principal amount, plus accrued interest, owed by NIIT to NII Capital Corp, both of which are considered subject to compromise. These intercompany loans also included $1,123.3 million principal amount, plus accrued interest, owed by Nextel Brazil to NIIT, which is eliminated within the non-guarantor subsidiaries column in the condensed consolidating balance sheets included in Note 17 to our consolidated financial statements. In some instances, these intercompany obligations are subordinated to other third-party obligations of the borrower. We also have intercompany agreements in place to transfer costs and expenses paid by one entity on behalf of others, including intercompany management, royalty and equity recharge agreements. As of December 31, 2014, approximately $71.5 million in intercompany payables were due from our operating companies to NII Holdings, Inc. and one of our corporate subsidiaries pursuant to these agreements.

E. Effect of Inflation and Foreign Currency Exchange

Our net assets are subject to foreign currency exchange risks since they are primarily maintained in local currencies. Additionally, a significant portion of our long-term debt, including some long-term debt incurred by our operating subsidiaries, is denominated entirely in U.S. dollars, which exposes us to foreign currency exchange risks. We conduct business in countries in which the rate of inflation has historically been significantly higher than that of the U.S. We seek to protect our earnings from inflation and possible currency depreciation by periodically adjusting the local currency prices charged by each operating company for sales of handsets and services to its subscribers. We routinely monitor our foreign currency exposure and the cost effectiveness of hedging instruments.

Inflation is not currently a material factor affecting our business, although rates of inflation in some of the countries in which we operate have been historically volatile. In the last several years, the inflation rate in Argentina has risen significantly, and we expect that it may continue to rise, which will increase our costs and could reduce our profitability in Argentina. General operating expenses such as salaries, employee benefits and lease costs are, however, subject to normal inflationary pressures. From time to time, we may experience price changes in connection with the purchase of system infrastructure equipment and handsets, but we do not currently believe that any of these price changes will be material to our business.

F. Effect of New Accounting Standards

On May 28, 2014, the Financial Accounting Standards Board, or the FASB, issued new authoritative guidance surrounding revenue recognition, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This new authoritative guidance will replace most existing revenue recognition guidance when it becomes effective. The new standard is effective on January 1, 2017, and early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that the new revenue recognition guidance will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

On April 10, 2014, the FASB issued new authoritative guidance surrounding discontinued operations and disclosures of components of an entity, which updates the definition of discontinued operations. Going forward only those disposals of components of an entity that represent a strategic shift that has or will have a major effect on an entity's operations and financial results will be reported as discontinued operations in a company's financial statements. The new standard is effective for disposals of components of an entity that occur within annual periods beginning on or after December 15, 2014, and early adoption is permitted. We intend to adopt this standard in the first quarter of 2015. We do not expect the adoption of this standard to have a material impact on our financial statements.

On August 27, 2014, the FASB issued new authoritative guidance surrounding the evaluation and disclosures of uncertainties about an entity's ability to continue as a going concern. The new guidance requires management to perform an assessment of going concern and, under certain circumstances, disclose information regarding this assessment in the footnotes to the financial statements.  The new standard is effective for periods beginning after December 15, 2016. We intend to adopt this standard in the first quarter of 2017. We do not expect the adoption of this standard to have a material impact on our financial statements.

70

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our revenues are primarily denominated in foreign currencies, while a significant portion of our operations are financed in U.S. dollars. As a result, fluctuations in exchange rates relative to the U.S. dollar expose us to foreign currency exchange risks. These risks include the impact of translating our local currency reported earnings into U.S. dollars when the U.S. dollar strengthens against the local currencies of our foreign operations. In addition, Nextel Brazil, Nextel Mexico and Nextel Argentina pay the purchase price for some capital assets and a portion of handsets in U.S. dollars, but generate revenue from their operations in local currency.

We occasionally enter into derivative transactions for hedging or risk management purposes. We have not and will not enter into any derivative transactions for speculative or profit generating purposes. During 2014 and 2013, Nextel Brazil and Nextel Mexico entered into hedge agreements to manage foreign currency risk on certain forecasted transactions. The fair values of these instruments are not material.

Interest rate changes expose our fixed rate long-term borrowings to changes in fair value and expose our variable rate long-term borrowings to changes in future cash flows. As of December 31, 2014, $479.1 million, or 32%, of our consolidated principal amount of debt that was not classified as liabilities subject to compromise was fixed rate debt, and the remaining $1,033.3 million, or 68%, of our total consolidated debt was variable rate debt.

The table below presents principal amounts, related interest rates by year of maturity and aggregate amounts as of December 31, 2014 for both our fixed and variable rate debt obligations, including our equipment financing facilities in Brazil and Mexico, our bank loans in Brazil and our tower financing obligations, all of which have been determined at their fair values. Because we were unable to meet the financial covenants in our bank loans in Brazil as of the compliance date on December 31, 2014 and because of the associated cross-default provisions included in Brazil's equipment financing facility, we classified the principal amounts outstanding under these facilities as current liabilities in our consolidated balance sheet as of December 31, 2014.

The changes in the fair values of our consolidated debt compared to their fair values as of December 31, 2013 reflect changes in applicable market conditions and changes in other company-specific conditions during 2014. All of the information in the table is presented in U.S. dollar equivalents, which is our reporting currency. The actual cash flows associated with our consolidated long-term debt are denominated in U.S. dollars (US$), Mexican pesos (MP) and Brazilian reais (BR).

	Year of Maturity																		2014					2013
	1 Year			2 Years			3 Years			4 Years			5 Years			Thereafter			Total			Fair Value		Total			Fair Value
													(dollars in thousands)
Fixed Rate (US$)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	4,385,758		$	2,535,078
Average Interest Rate	—			—			—			—			—			—			—					9.0		%
Fixed Rate (MP)	$	14,001		$	16,703		$	19,982		$	14,548		$	13,668		$	185,228		$	264,130		$	264,130	$	194,227		$	194,227
Average Interest Rate	18.1		%	18.1		%	18.2		%	19.6		%	20.5		%	17.1		%	17.6		%			12.8		%
Fixed Rate (BR)	$	7,141		$	8,531		$	10,890		$	6,726		$	2,527		$	179,169		$	214,984		$	214,984	$	126,693		$	126,693
Average Interest Rate	22.9		%	24.7		%	25.0		%	25.5		%	26.0		%	17.0		%	18.3		%			19.0		%
Variable Rate (US$)	$	413,079		$	46,142		$	46,142		$	46,142		$	46,142		$	92,283		$	689,930		$	620,125	$	653,559		$	620,173
Average Interest Rate	3.1		%	3.1		%	3.1		%	3.1		%	3.1		%	3.1		%	3.1		%			3.1		%
Variable Rate (BR)	$	343,348		$	—		$	—		$	—		$	—		$	—		$	343,348		$	273,832	$	443,951		$	369,578
Average Interest Rate	13.3		%	—			—			—			—			—			13.3		%			11.3		%

Item 8. Financial Statements and Supplementary Data

We have listed the consolidated financial statements required under this Item in Part IV, Item 15(a)(1) of this annual report on Form 10-K. We have also listed the financial statement schedules required under Regulation S-X in Part IV, Item 15(a)(2) of this annual report on Form 10-K. The financial statements and schedules appear following the signature page of this annual report on Form 10-K.

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

Not applicable.

71

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods required by the Securities and Exchange Commission, or the SEC, and that such information is accumulated and communicated to the Company's management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As of December 31, 2014, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures was carried out under the supervision and with the participation of our management teams in the United States and in our operating companies, including our chief executive officer and chief financial officer. Based on and as of the date of such evaluation, our chief executive officer and chief financial officer concluded that the design and operation of our disclosure controls and procedures were not effective due to the material weakness in the Company's internal control over financial reporting in its Brazil segment, as described below.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Securities Exchange Act of 1934, as amended). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

In order to evaluate the effectiveness of internal control over financial reporting, management conducted an assessment using the criteria established in Internal Control - Integrated Framework (1992), issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on this assessment, management concluded that as of December 31, 2014, our internal control over financial reporting was not effective.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. As a result of the material weakness discussed below, management has concluded that as of December 31, 2014, our internal control over financial reporting was not effective.

As part of its evaluation of internal control over financial reporting as described above, management concluded that Nextel Brazil failed to establish an effective control environment and monitoring activities, including an organizational structure with sufficiently trained resources where supervisory roles, responsibilities and monitoring activities are aligned with our financial reporting objectives. Further, Nextel Brazil did not maintain effective operation of process level controls, including reconciliation and management review controls.

The control deficiencies resulted in immaterial misstatements in Nextel Brazil's accounts. The control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis, and therefore we concluded that the deficiencies, in aggregate, represent a material weakness in Nextel Brazil's internal control over financial reporting.

KPMG LLP, an independent registered public accounting firm who audited the consolidated financial statements included in this annual report on Form 10-K, has issued an adverse report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2014. This attestation report appears on Page F-2 of this annual report on Form 10-K.

Plan for Remediation of Nextel Brazil's Material Weakness

In light of Nextel Brazil's material weakness, we performed additional procedures, including reviews and validations by groups other than those performing the financial close procedures in Nextel Brazil, to ensure that our financial results are not materially misstated.

In order to remediate Nextel Brazil's material weakness, the Company, led by our chief financial officer and our principal accounting officer, are implementing and monitoring the following actions in Brazil:

72

• reassessing the organizational structure within Nextel Brazil to properly align roles and responsibilities in order to ensure that we have an adequate complement of properly trained personnel with appropriate skills and experience;

• providing training on the Company's policies and procedures and the Company's system of internal control over financial reporting, including individuals' responsibilities;

• improving the documentation and operating effectiveness of internal controls over financial reporting; and

• increasing the level of involvement and oversight from the corporate office until the organizational structure and financial reporting processes in Brazil have matured.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B. Other Information

None.

73

PART III

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

Board of Directors

Summary of Qualifications. Below is a summary of the qualifications of the members of the Company's Board of Directors (the "Board") that led the Board to conclude that each director is qualified to serve on the Board.

	Beebe	Guthrie	Herington	Katz	Knoepfelmacher	Parra	Rego Barros	Risner	Shindler
Senior executive   experience in large, complex   organizations	*	*	*		*	*	*	*	*
Telecommunications experience		*	*		*	*	*	*	*
Diverse experience in multiple   industries			*	*	*	*		*
Experience in our markets or   similar Latin American or   emerging markets	*	*	*	*	*	*	*		*
Service on the board of other   public companies	*	*	*	*		*		*
Managerial experience evaluating   risks	*	*	*	*	*	*	*	*	*
Experience in financial and capital   markets and strategic transactions	*	*	*	*	*			*	*

Director Biographies. Set forth below is biographical information of the members of the Board.

Kevin L. Beebe (Chairman, Independent)

President and Chief Executive Officer, 2BPartners, LLC

Director Since: 2010

Mr. Beebe, 55, has been president and chief executive officer of 2BPartners, LLC, a partnership that provides strategic, financial and operational advice to private equity clients, investors and management since November 2007. Previously, he was group president of operations at ALLTEL Corporation, a telecommunications services company, from 1998 to 2007. From 1996 to 1998, Mr. Beebe served as executive vice president of operations for 360° Communications Co., a wireless communications company. Prior to that time, he has held a variety of executive and senior management positions at several divisions and affiliates of Sprint Corporation. Mr. Beebe began his career at AT&T/Southwestern Bell as a Manager. Mr. Beebe also serves as a director for Skyworks Solutions, Inc., a semiconductor and wireless handset chip supplier, and SBA Communications Corporation, a provider of wireless and broadcast infrastructure communications. In addition, Mr. Beebe is a founding partner of Astra Capital, a private equity company based in Washington, D.C.

Donald Guthrie (Independent)

Managing Director, Trilogy Equity Partners

Director Since: 2008

Mr. Guthrie, 59, has served as a managing director of Trilogy Equity Partners, a private investment firm since February 2006. From 1995 to 2005, he served as vice chairman of the Western Wireless Corporation, a wireless communications company, where he also served as chief financial officer from February 1997 to May 1999. From 1995 to 2002, Mr. Guthrie served as vice chairman of VoiceStream Wireless, a wireless communications company, now T-Mobile USA, subsequent to its acquisition by Deutsche Telekom AG. From 1986 to 1995, Mr. Guthrie served as senior vice president and treasurer of McCaw Cellular and, from 1990 to 1995, as senior vice president, finance for LIN Broadcasting.

Charles M. Herington (Independent)

Executive Vice Chair, Zumba Fitness LLC

Director Since: 2003

Mr. Herington, 55, serves as executive vice chair, Zumba Fitness LLC. Previously, Mr. Herington served as president and executive vice president, emerging and developing markets of Avon Products, Inc., a global beauty company, from March 2010

74

to September 2012 and in other executive positions at Avon Products, Inc., from March 2006 to March 2010 with full business responsibility for Latin America, Central and Eastern Europe, and Asia Pacific. From 1999 to February 2006, he was the president and chief executive officer of AOL Latin America. From 1997 until 1999, he served as president of Revlon America Latina. From 1990 through 1997, he held a variety of executive positions with PepsiCo Restaurants International, and from 1981 through 1990 he lived in three different countries marketing P&G Brands. Mr. Herington currently serves as a director of Molson Coors Brewing Company.

Carolyn F. Katz (Independent)

Executive Chair, Author & Company

Director Since: 2002

Ms. Katz, 53, has served as executive chair of Author & Company, a digital publisher, since 2012. Prior to her service as executive chair of Author & Company, Ms. Katz served on the board of directors of multiple companies. She was also a principal at Providence Equity Partners, a private equity firm specializing in media and telecommunications, from 2000 to 2001. From 1984 to 2000, Ms. Katz worked for Goldman Sachs, an investment bank, most recently as managing director. Ms. Katz currently is a director of American Tower Corporation, a provider of wireless and broadcast communications infrastructure and Vonage Corporation, a cloud-based communications provider.

Ricardo Knoepfelmacher (Independent)

Managing Partner, Angra Partners

Director Since: 2013

Mr. Knoepfelmacher, 48, co-founded Angra Partners, a financial advisory and private equity firm, in 2003 and is currently a managing partner of the firm. Prior to his service as managing partner at Angra Partners, Mr. Knoepfelmacher served as chief executive officer of Brasil Telecom from 2005 to 2009 and chief executive officer of Pegasus Telecom from 2000 to 2002. He also worked for Citibank and McKinsey & Company before starting his first company, MGDK & Associados, a restructuring and consulting firm later sold to Monitor Group. He also serves as director of Vicunha Textil, a Brazilian textile company. 

Rosendo G. Parra (Independent)

Partner, Daylight Partners

Director Since: 2008

Mr. Parra, 55, is a retired executive of Dell Inc., an international information technology company, and a founder of Daylight Partners, a technology-focused venture capital firm, where he has been a partner since December 2007. From 1993 until his retirement in 2007, Mr. Parra held various executive and senior management positions at Dell Inc., including senior vice president for the Home and Small Business Group from June 2006 to April 2007 and senior vice president and general manager, Dell Americas from April 2002 until June 2006. Mr. Parra currently serves on the board of directors of Brinker International, Inc. and PG&E Corporation.

John W. Risner (Independent)

Chairman, Accuride Corporation

Director Since: 2002

Mr. Risner, 55, is currently the non-executive chairman of the board of directors of Accuride Corporation, a manufacturer of commercial vehicle components. Previously, Mr. Risner served as president of The Children’s Tumor Foundation, from 2002 until January 2014. From 1997 to 2002, he served as senior vice president - portfolio manager at AIG/SunAmerica Asset Management, a money management firm. Prior to that, Mr. Risner was vice president-senior portfolio manager at Value Line Asset Management, a money management firm where he worked from 2002 to 2007.

Paulino do Rego Barros, Jr. (Independent)

President, International, Equifax Inc.

Director Since: 2012

Mr. Rego Barros, 58, has served as president, international for Equifax Inc. since April 2010. Previously, Mr. Rego Barros was president, PB&C Global Investments, LLC, an international consulting and investment firm, from October 2008 to April 2010 and served in multiple senior leadership positions at AT&T Inc. and BellSouth Corporation (acquired by AT&T in 2006), including president, global operations from January 2007 to October 2008; chief product officer, U.S. Telecommunications Group from January 2005 to January 2007; and president, Bellsouth International, Latin America Operations from January 2004 to January 2005. Mr. Rego Barros has also held senior leadership positions at Motorola, Inc.

75

Steven M. Shindler (Chief Executive Officer, Non-Independent)

Chief Executive Officer, NII Holdings, Inc.

Director Since: 1997

Mr. Shindler, 52, was appointed the chief executive officer of NII Holdings in May 2013 after serving as interim chief executive officer from December 2012 to May 2013. Mr. Shindler has served as a director on the board of NII Holdings since 1997 and was NII Holdings' chairman of the board from 2002 to May 2013, including serving as executive chairman from February 2008 to July 2012. Prior to his most recent appointment as chief executive officer, Mr. Shindler served as chief executive officer of NII Holdings from 2000 to February 2008. Mr. Shindler also served as executive vice president and chief financial officer of Nextel Communications, Inc. from 1996 until 2000. From 1987 to 1996, Mr. Shindler was an officer with Toronto Dominion Bank, a bank where he was a senior managing director in its communications finance group.

Executive Officers

The following people were serving as our executive officers as of February 28, 2015. These executive officers were elected to serve until their successors are elected. There is no family relationship between any of our executive officers or between any of these officers and any of our directors.

Steven M. Shindler, 52, see biography above under "Board of Directors - Director Biographies".

Gokul Hemmady, 54, is currently the chief operating officer of NII Holdings and president, Nextel Brazil. From June 2012 to June 2013, Mr. Hemmady was the interim president of Nextel Brazil and chief operations officer of NII Holdings. Prior to June 2012, Mr. Hemmady served as executive vice president and chief financial officer. He was also NII Holdings' chief transformation officer from October 2011 through June 2012. From the time he joined NII Holdings in June 2007 to February 2011, Mr. Hemmady served as vice president and chief financial officer. From June 1998 to June 2007, Mr. Hemmady served in various positions with ADC Telecommunications, Inc., a provider of global network infrastructure products and services, including as vice president and chief financial officer from August 2003 through June 2007, as vice president and treasurer from June 1998 through August 2003 and as controller from May 2002 through August 2003. Mr. Hemmady joined ADC as assistant treasurer in October 1997. Prior to 1997, he was employed by U.S. West International, a communications service provider, where he served as director of international finance.

Juan R. Figuereo, 59, is currently the executive vice president, chief financial officer of NII Holdings. Prior to October 2012, Mr. Figuereo served as executive vice president and chief financial officer of Newell Rubbermaid, Inc., a global marketer of consumer and commercial products since 2009. Prior to joining Newell Rubbermaid, Mr. Figuereo served as chief financial officer of Cott Corporation from 2007 to 2009, vice president of mergers and acquisitions for Wal-Mart International from 2003 to 2007 and various international, finance and general management positions at PepsiCo. from 1988 to 2003.

Gary D. Begeman, 56, is currently the executive vice president, general counsel of NII Holdings. Prior to February 2011, Mr. Begeman served as vice president and general counsel since February 2007, having joined NII Holdings as vice president and deputy general counsel in November 2006. From 2005 through 2006, he served as senior vice president and deputy general counsel of Sprint Corporation, and was vice president and deputy general counsel of Nextel Communications, Inc. from 2003 until its merger with Sprint in 2005. From 1999 through 2003, he was senior vice president and general counsel of XO Communications, Inc. From 1997 to 1999, Mr. Begeman was vice president and deputy general counsel of Nextel Communications, Inc. From 1991 until he joined Nextel, Mr. Begeman was a partner with the law firm of Jones, Day, Reavis & Pogue.

Raul Ramirez, 59, is currently the executive vice president, chief technology officer of NII Holdings. From 2003 to 2013, Mr. Ramirez served as the chief technology officer of Nextel Mexico. Prior to 2003, Mr. Ramirez was a technical director with Nextel Mexico. Prior to joining Nextel Mexico in 1998, Mr. Ramirez was a technical director with Motorola for its Latin American operations.

Salvador Alvarez, 49, is currently the president of Nextel Mexico. Prior to July 2014, Mr. Alvarez served as chief executive officer of Maxcom, a fixed line telecommunications company in Mexico, from 2009 to 2013. He also served as chief executive officer of Corporativo Corvi, a holding company for companies engaged in the distribution of groceries and merchandise in Mexico from 2003 to 2008 and served in various leadership roles at ConAgra foods both in Mexico and internationally from 1997 to 2003.

David Truzinski, 56, is currently the executive vice president, chief information officer and chief digital officer of NII Holdings. From January 2012 to December 2013, Mr. Truzinski served as NII Holdings' executive vice president, chief information officer. Prior to January 2012, Mr. Truzinski served as senior vice president and chief information officer at Leap Wireless/Cricket Communications beginning in 2005. Prior to joining Leap Wireless, he was the chief information officer for Cingular/AT&T Wireless' International business. Mr. Truzinski also served as chief technology officer at ClickCollect, Inc. and as chief information officer at Insurancenow.com. From 1989 to 1999, he served in a variety of leadership capacities at AT&T Wireless/Cellular One.

76

Board Committees

Committee Role and Responsibilities. The Board has the following standing committees: Audit Committee, Compensation Committee, Finance Committee, Nominating and Corporate Governance Committee and Risk Committee. The specific roles and responsibilities of the Board’s committees are delineated in written charters adopted by the Board for each committee. Each member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are independent in accordance with the Company's Corporate Governance Guidelines, which applies the independence standards included in NASDAQ Stock Market listing rules and the Securities Exchange Act of 1934, as amended.The Company's Corporate Governance Guidelines and each of the charters of the Board's committees are available on the Investor Relations page of our website at: www.nii.com. As provided in their charters, each committee is authorized to engage or consult from time to time, as appropriate, at our expense, with outside independent legal counsel or other experts or advisors it deems necessary, appropriate or advisable to discharge its duties.

Committee Membership. Membership on the Board and each standing committee as of February 28, 2015 and the number of formal meetings and actions of the Board and each standing committee during 2014 was as follows:

Name		Board	Audit	Compensation	Corporate Governance and Nominating	Finance	Risk
Steven M. Shindler		M				M	M
Kevin L. Beebe	I	C		M			C
Donald Guthrie	I,A	M	M			C
Charles M. Herington	I	M		C	M
Carolyn F. Katz	I,A	M	C		M	M
Ricardo Knoepflemacher	I	M
Rosendo G. Parra	I	M		M	C
Paulino do Rego Barros, Jr.	I	M					M
John W. Risner	I,A	M	M			M
TOTAL NUMBER OF MEETINGS IN 2014		44	5	8	1	3	-

I: Independent          A: Audit Committee Financial Expert          C: Chair     M: Member

In addition, the Board regularly held informal meetings with management during 2014 to discuss the Company's business plan, performance, potential need to restructure the Company's balance sheet, Chapter 11 Bankruptcy proceedings and any other matters presented to the Board.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission initial reports of beneficial ownership and reports of changes in beneficial ownership of our equity securities. Based solely upon a review of Forms 3, 4 and 5 furnished to us under Rule 16a-3(e) during 2014, and written representations of our directors and executive officers that no additional filings were required, we believe that all directors, executive officers and beneficial owners of more than 10% of our common stock have filed with the Securities and Exchange Commission on a timely basis all reports required to be filed under Section 16(a) of the Securities Exchange Act.

Code of Conduct and Business Ethics

The Board has approved a Code of Conduct and Business Ethics for our directors, officers and employees, including the directors, officers and employees of each of our subsidiaries and controlled affiliates. The Code of Conduct and Business Ethics addresses such topics as protection and proper use of our assets, compliance with applicable laws and regulations, accuracy and preservation of records, accounting and financial reporting, conflicts of interest and insider trading. The Company requires that all employees receive annual training relating to the Code of Conduct and Business Ethics and related policies in order to ensure that employees are familiar with those standards of conduct. The Code of Conduct and Business Ethics is available on the Investor Relations link of our website at www.nii.com.

Only the Board or the Audit Committee may consider a waiver of the Code of Conduct and Business Ethics for an executive officer or director. If a provision of the Code of Conduct and Business Ethics is materially modified, or if a waiver of the Code of

77

Conduct and Business Ethics is granted to a director or executive officer, we will post a notice of such action on the Investor Relations link of our website at www.nii.com. No such waivers were granted during 2014.

Item 11. Executive Compensation

Compensation Committee Report

The Compensation Committee of the Board of Directors is responsible for the development, oversight and implementation of our compensation program for executive officers and is committed to a philosophy that links a significant portion of each executive's compensation to performance.

The Compensation Committee has reviewed the Compensation Discussion and Analysis included in this report and discussed it with our management. Based on this review and discussion, the Compensation Committee recommended that the Compensation Discussion and Analysis be included in this Form 10-K.

Compensation Committee

Charles M. Herington, Chairman

Kevin L. Beebe

Rosendo G. Parra

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis provides the principles, objectives, structure, analysis and determinations of the Compensation Committee with respect to the 2014 compensation of the following named executive officers:

• Steven M. Shindler, Chief Executive Officer

• Juan R. Figuereo, Executive Vice President, Chief Financial Officer

• Gokul Hemmady, Chief Operating Officer and President, Nextel Brazil

• Salvador Alvarez, President, Nextel Mexico⁽¹⁾ 

• Gary D. Begeman, Executive Vice President, General Counsel

• Peter Foyo, Former Executive Vice President, Business Development⁽²⁾ 

(1) Mr. Alvarez was appointed President, Nextel Mexico effective July 14, 2014 and is employed by Comunicaciones Nextel de Mexico, S.A. de C.V., our wholly owned subsidiary, which we refer to as Nextel Mexico. In 2014, Mr. Alvarez’s salary and annual bonus were paid in Mexican pesos. The compensation amounts provided in this Compensation Discussion and Analysis are based on the exchange rate of 13.00 Mexican Pesos to 1.00 U.S. Dollar that was used in Mr. Alvarez's employment agreement. The amounts disclosed in the Summary Compensation Table are based on the average exchange rate during 2014, which was 13.30 Mexican Pesos to 1.00 U.S. Dollar.

(2) Mr. Foyo resigned as the Company's Executive Vice President, Business Development effective February 28, 2014. For more information related to Mr. Foyo’s separation from the Company, please see “2014 Management Changes – Former Executive Vice President, Business Development.”

Compensation Objectives and Philosophy. Our executive compensation program is designed to provide competitive, flexible, and market-based compensation that is substantially linked to our performance and aligned with long-term stockholder interests. The Compensation Committee’s primary objective in designing our compensation program is to recruit and retain the high caliber executive officers and employees necessary to deliver strong and consistent performance to our stockholders, customers and communities in which we operate. Within this framework, the Compensation Committee has developed a compensation program that incorporates salary and benefits that allow us to retain and motivate our executive officers, short-term incentives that challenge our executive officers to achieve our financial and operational goals, and long-term incentives that link our executives’ risks and rewards with those of our stakeholders.

2014 Total Direct Compensation. In 2014, the Compensation Committee approved the following elements of our executive compensation program:

• Base Salary. Base salary provides a fixed source of income and allows the Company to attract and retain experienced executives.

78

• Short-Term Incentives. Short-term incentives provide variable cash compensation that allows the Company to motivate executives to achieve the Company's operating and financial objectives.

• Long-Term Incentives. Long-term incentives provide variable equity awards, in the form of stock options, restricted stock and performance share units, that build executive stock ownership, encourage retention, drive strategic and operating performance and align our executives' interests with those of our stockholders.

In 2014, the Compensation Committee based their executive compensation decisions on the analysis of various factors that it deemed relevant to those decisions when they were made. Most of those decisions were made in April 2014, and while management and the Board had begun to analyze the necessity of restructuring the Company's balance sheet prior to the Compensation Committee making those decisions, the Compensation Committee did not take into account the impact of such a restructuring or the possibility that it would be implemented in a Chapter 11 bankruptcy proceeding on equity compensation or on our actual performance for the full year in those decisions. The Compensation Committee reviews our compensation policies and practices throughout the year, and based on recent financial and operational results, the Compensation Committee generally set the target ranges for our named executive officers’ total direct compensation opportunities below the lower quartile for comparable positions within our Peer Group (as defined below) in 2014 due primarily to the significant decline in the value of the 2014 long-term incentives as described below. In addition, as a result of our Chapter 11 filing and the proposals for reorganization, which do not contemplate any recoveries with respect to equity interests in the Company, the named executive officers will not realize any value or receive any recovery from the long-term incentives granted during 2014 or in prior years.

The Compensation Committee approved the following composition of our executive compensation program in April 2014. Please see "2014 Management Changes" for information related to the compensation provided to Messrs. Alavarez and Foyo, who were not employed by the Company at that time.

Name	Base Salary ($)	Target Bonus at 100% Payout	Value of 2014 Long-Term Incentives(1)($)	2014 Target Total Direct Compensation(2)	Percent Change From 2013(3)
Steven Shindler(4)	945,996	1,844,692	1,019,513	3,810,201	N/A
Juan R. Figuereo	550,000	825,000	186,358	1,561,358	(37.5	)%
Gokul V. Hemmady	647,500	971,250	260,235	1,878,985	(42.2	)%
Gary D. Begeman(5)	463,380	556,056	115,918	1,135,354	(33.4	)%

(1) The fair market value of the stock options, restricted stock and performance share units granted to the executives in the current year determined using the closing price of our common stock on April 8, 2014 of $1.15, a date prior to the April 2014 Compensation Committee meeting in accordance with FASB ASC Topic 718.

(2) Target total direct compensation is calculated as the sum of (a) base salary, (b) the target annual bonus amount for the year assuming a payout of 100% and (c) value of the 2014 stock options, restricted stock and performance share units granted to named executive officers.

(3) Target total direct compensation for 2013 has been computed using the same formulas, but incorporating the grant date fair values for the restricted stock and option grants made in 2013.

(4) As disclosed in the Company’s proxy statement for the 2012 annual meeting of stockholders, Mr. Shindler was granted 685,912 nonqualified stock options and 377,937 shares of restricted stock on December 18, 2012 in connection with his appointment as interim Chief Executive Officer. In April 2013, Mr. Shindler only received a grant of performance share units in connection with his appointment as Chief Executive Officer, therefore Mr. Shindler does not have comparable 2013 Target Total Direct Compensation.

(5) Mr. Begeman's base salary and target bonus were set in April 2014. In June 2014, due to his enhanced role and expanded duties his base salary was increased to $550,000 and his target bonus was increased to 150%.

2014 Base Salary. Base salary is the only fixed element of our named executive officers’ target total direct compensation and is based primarily on historic base salary levels and internal pay equity and base salaries paid to executives in comparable positions at the Peer Group companies. In April 2014, the Compensation Committee determined to not increase the base salaries of the named executive officers . Our named executive officers’ annual base salaries in 2014 (effective from April 1, 2014 through March 31, 2015) and the percentage of target total direct compensation represented by the base salaries are as follows:

Name	2014 Base Salary ($)	Percent Change From 2013	Percent of Target Total Direct Compensation
Steven Shindler	945,996	-	24.8	%
Juan R. Figuereo	550,000	-	35.2	%
Gokul V. Hemmady	647,500	-	34.5	%
Gary D. Begeman(1)	463,380	-	40.8	%

79

(1) Subsequent to the approval of his 2014 base salary, Mr. Begeman's base salary was increased to $550,000 due to his enhanced role and expanded duties in June 2014.

2014 Bonus. Our 2014 Bonus Plan rewards executive officers for performance relative to key financial and operating measures that are designed to enhance the value of the Company. The target bonus percentage of base salary for each executive is determined based on historic target levels and internal equity, and the comparison of annual incentive compensation targets for executives in comparable positions at the Peer Group. For 2014, the bonus payout percentage is determined after the conclusion of each fiscal quarter by evaluating the Company’s performance relative to pre-determined performance goals and performance “intervals” for that quarter. Performance intervals are the upper and lower boundaries of performance in which actual bonus payouts are awarded. The bonus payout percentage is designed to provide payments in a range from 200% of the target bonus, if performance greatly exceeds the Company’s targets, to 0% of the target bonus, if performance fails to reach minimum threshold levels. The use of these intervals is intended to provide a greater performance incentive to participating employees by providing a more significant increase in the bonus award in instances where there is over performance in relation to our performance targets and a more significant decrease in the bonus award where there is under performance in relation to those targets. The Company was required to seek Bankruptcy Court approval for all targets and payouts under the 2014 Bonus Plan after filing a petition for relief under Chapter 11 on September 15, 2014, and the Bankruptcy Court approved the 2014 Bonus Plan and payouts as described below that occurred after that date.

2014 Target Bonus. The Compensation Committee sets our executive officers’ target bonus percentages at a level that balances fixed and at-risk short-term compensation. In 2014, the Compensation Committee increased our named executive officers’ target bonus percentages in order to partially offset the significant reduction in the value of the long-term equity incentives that were granted in 2014. The 2014 target bonus percentage as determined by the Compensation Committee, the potential cash payout under the 2014 Bonus Plan at 100% of target and the percentage of each named executive officer’s target total direct compensation represented by the target bonus at 100% payout were as follows:

	Target Bonus Percentage of Base Salary		2014 Target Bonus at 100% Payout ($)	Percent of Target Total Direct Compensation
	2014	2013
Steven Shindler	195%	130%	1,844,692	48.4	%
Juan R. Figuereo	150%	100%	825,000	52.8	%
Gokul V. Hemmady	150%	100%	971,250	51.7	%
Gary D. Begeman(1)	120%	80%	556,056	49	%

(1) Subsequent to the approval of his 2014 target bonus percentage, Mr. Begeman's target bonus percentage was increased to 150% due to his enhanced role and expanded duties in June 2014.

2014 Performance Goals. In 2014, the Compensation Committee reviewed the 2014 Bonus Plan and determined that in order to set appropriate performance measures and weightings throughout the year, the Compensation Committee should set performance measures and weightings on a quarterly basis to allow the Compensation Committee to respond to changes in the Company's business plan. In addition, the Compensation Committee determined that quarterly payouts of earned bonus awards provided the strongest performance incentives to the Company's named executive officers and to other employees participating in the 2014 Bonus Plan. Each of the following performance measures and weightings were selected in order to provide balanced incentives as any unsound actions to improve one performance measure would be expected to have a corresponding negative impact on the other performance measure, and the plans for the third and fourth quarters were developed with the input of the Company's stakeholders. The quarterly criteria and weightings under the 2014 Bonus Plan for named executive officers were as follows:

Performance Measures	First Quarter Weight	Second Quarter Weight	Third Quarter Weight	Fourth Quarter Weight
Consolidated Revenues	60%	60%	40%	40%
Consolidated Operating Cashflow(1)	40%	40%	60%	60%

(1) Operating income before depreciation and amortization ("OIBDA") - Capital Expenditures

2014 Targets and Calculation of Bonus Payout. To determine bonus amounts earned by our executive officers during the 2014 Plan year, the Compensation Committee met following each fiscal quarter-end to review our financial and operating performance as compared to the applicable performance measures for that quarter and to discuss performance factors and other criteria related to the bonus awards. At each quarterly meeting, the applicable targets set for each performance measure were compared to the results for the quarter in order to determine the appropriate bonus payout percentage, which may range from 0% to 200% depending on the Company’s performance relative to the performance targets. Performance at levels below a minimum threshold for a particular performance measure result in no payout under the 2014 Bonus Plan, and performance at levels above the target threshold will result in a combined payout limited to 200% under the 2014 Bonus Plan. In addition, in order to balance growth and profitability under the 2014 Bonus Plan, the Compensation Committee determined that an additional performance bonus would be rewarded if the performance

80

targets were achieved in conjunction with predefined levels of net subscriber additions and average monthly revenue per subscriber unit (ARPU) for new subscribers in Mexico and Brazil.

The Compensation Committee approved the 2014 quarterly performance targets and intervals for each of the performance measures based upon the Company's business plan. The performance targets and corresponding intervals are designed to drive Company performance against challenging performance standards, but are not goals that would cause our executives to take inappropriate business risks. In 2014, our quarterly performance targets and minimum threshholds for each of the performance measures were as follows:

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
	Min.	Target	Min.	Target	Min.	Target	Min.	Target
Revenues(1) (in millions)	868	964	860	955	837	930	756	840
Operating Cashflow(1) (in millions)	(331)	(276)	(300)	(250)	(233)	(194)	(231)	(193)

(1) As adjusted and approved by the Compensation Committee

In some instances, the Compensation Committee, upon the recommendation of management, makes adjustments to the bonus payments or, if appropriate, the methodology used to calculate the bonus target or our performance relative to the target to take into account, among other things, changes in our Company’s goals and plans and changes in business conditions in the relevant bonus period if it concludes that such adjustments are appropriate and are consistent with our overall goals and strategy. The Compensation Committee adjusted the 2014 bonus targets and payments for the named executive officers to reflect: the sale of Nextel Chile; deviations in timing of certain capital expenditures; the reallocation of certain costs between market and headquarter operations; one-time, non-operational items and strategic operational decisions made after the targets were set; and foreign currency translations.

2014 Financial Results and Bonus Payouts. The Company’s 2014 results were as follows:

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	Target	Results	Payout(1)	Target	Results	Payout	Target	Results	Payout	Target	Results	Payout(2)
Revenues(3) (in millions)	964	914	66%	955	893	30%	930	844	8%	840	808	96%
Operating Cash Flow(3) (in millions)	(276)	(199)	128%	(250)	(244)	103%	(194)	(94)	152%	(193)	(212)	90%
Weighted Average Payout (as percentage of target)			84%			62%			94%			95%

(1) Bonus kicker (140%) applied to Revenue payout in accordance with net subscriber additions and ARPU achievement in Mexico and Brazil.

(2) Bonus kicker (170%) applied to Revenue payout in accordance with net subscriber additions and ARPU achievement in Mexico.

(3) As adjusted and approved by the Compensation Committee.

Based on the foregoing, the bonuses awarded to the named executive officers with respect to our performance in 2014 were as follows:

Name	Bonus Payout Percentage (% of Target)	2014 Actual Bonus Payout ($)	Percent Change From 2013 Actual
Steven Shindler	78%	1,437,323	484%
Juan R. Figuereo	78%	642,813	484%
Gokul V. Hemmady	78%	756,766	484%
Gary D. Begeman(1)	78%	602,023	712%

(1) Mr. Begeman's 2014 Actual Bonus Payout reflects his base salary at the time the bonus award was earned and paid.

2014 Long-Term Equity Incentives. In 2014, due to the Company's stock price and available equity grant pool, the Compensation Committee determined that the grants made to the named executive officers would reflect the same number of shares as was granted in April 2013. Due to the decline in the Company's stock price, value of the target long-term equity incentives reflected a significant year over year decline and was below the lower quartile of the Peer Group. In 2014, the Compensation Committee awarded approximately one-third of the target value of each named executive officer’s long-term equity award in the form of performance share units, one-third of the target value of each named executive officer’s long-term equity award in the form of stock options and the remaining one-third of such value in the form of restricted stock with the exception of the chief executive officer who received long-term equity compensation in the proportion as was granted when he was appointed chief executive officer.

As a result of our Chapter 11 filing and the proposals for reorganization, which do not contemplate any recoveries with respect to equity interests in the Company, the named executive officers will not realize any value or receive any recovery from the long-term incentives granted during 2014 or in prior years.

81

Performance Share Units. In 2014, one-third of the target value for our named executive officers' long-term incentive award was granted in the form of performance share units that are earned at the end of a one-year period linked to the Company’s performance compared to a pre-determined OIBDA target for that period and vest on a pro-rata basis on the second and third anniversary of the grant date. The OIBDA target for the performance share units granted in 2014 was not met and therefore as of December 31, 2014 the performance share units have been forfeited.

Stock Options. In 2014, one-third of the target total value for our named executive officers’ long-term incentive equity awards was granted in the form of nonqualified stock options that vest ratably over a three-year period and expire after 10 years. The exercise price of each option is the closing price of our common stock on the date of grant. The number of options granted is determined by dividing the target value for each executive of the portion of the incentive equity grant to be paid in stock options by the value of each option, which is computed using the Black-Scholes option-pricing model using the closing price of our common stock on the date of grant, and using the same assumptions that we use in calculating the compensation expense attributable to such grants under FASB ASC Topic 718.

Restricted Stock. In 2014, one-third of the target value for our named executive officer’s long-term incentive award was granted in the form of restricted stock that vests ratably over a three year period. The number of shares of restricted stock awarded to each executive is determined by dividing the target value for each executive of the portion of the incentive equity grant to be paid in restricted stock by the closing price of our common stock on the grant date, which is the fair value computed in accordance with FASB ASC Topic 718.

The grant date value of the annual long-term equity grants provided to each of our named executive officers in 2014, the percent change of the grant date fair value of the equity grant for 2014 compared to the grant date fair value of the equity grant for 2013 and the percentage of target total direct compensation the 2014 long-term equity grants represented based on values reviewed by the Compensation Committee in April 2014 were as follows:

Name	Value of 2014 Performance Share Units at Target ($)	Value of 2014 Stock Option Grants ($)	Value of 2014 Restricted Stock Grant ($)	Percent Change From 2013(1)		Percent of Target Total Direct Compensation
Steven Shindler(2)	132,183	452,702	434,628	-		26.8	%
Juan R. Figuereo	61,686	62,986	61,686	(86.69	)%	11.9	%
Gokul V. Hemmady	86,140	87,955	86,140	(86.69	)%	13.9	%
Gary D. Begeman	38,370	39,178	38,370	(86.69	)%	10.2	%

(1) The value of long-term equity for 2013 was computed using the same formulas and methodology as 2014, but with a stock price based on April 18, 2013, which was the valuation date used by the Compensation Committee to approve the 2013 compensation.

(2) As disclosed in the Company’s 2012 Proxy Statement, Mr. Shindler was granted 685,912 nonqualified stock options and 377,937 shares of restricted stock on December 18, 2012 in connection with his appointment as interim Chief Executive Officer. The stock options and restricted stock vest over a three-year period with one-third vesting each year. In April 2013, Mr. Shindler was appointed Chief Executive Officer and was granted performance share units in connection with the appointment.

2014 Management Changes

President, Nextel Mexico. Salvador Alvarez was appointed president Nextel Mexico effective July 18, 2014. As is customary in Mexico, Mr. Alvarez entered into an employment agreement with Nextel Mexico. In accordance with his employment agreement, Mr. Alvarez was granted a base salary of $675,000, a 2014 target bonus payout under the 2014 Bonus Plan of 150% (on a prorated basis) and $800,000 in restricted stock awards (in connection with our bankruptcy proceedings Mr. Alvarez will not realize any value from the restricted stock award) . In addition, Mr. Alvarez was awarded a sign-on bonus of $200,000 which would be paid if he was still employed by the Company on December 31, 2014. In 2014, Mr. Alvarez received both the sign-on bonus and a pro rated bonus payout of $494,006, which represents a bonus payout percentage of 109% based on the performance of our Mexico operations.

Former Executive Vice President, Business Development.On February 25, 2014, the Company announced that Peter Foyo would no longer serve as the Company’s executive vice president, business development effective February 28, 2014. In accordance with an offer letter between Mr. Foyo and the Company, Mr. Foyo received a payment of $1,100,000 and was not eligible for any further severance payments or benefits. Mr. Foyo did not receive any accelerated vesting for his unvested equity awards in connection with his severance.

82

Compensation Framework

Roles and Responsibilities. The following tables summarize the roles and responsibilities of the Compensation Committee, Management and the Independent Compensation Consultant retained by the Compensation Committee in connection with the development and implementation of our compensation program for our executive officers.

Compensation Committee (3 Independent Directors)	Quarterly reviews and approves corporate goals and objectives with respect to our executive officers’ compensation.
	Annually reviews and approves the evaluation process and compensation structures with respect to our executive officers’ compensation.
	Evaluates our performance in light of the Committee’s established goals and objectives
	Approves the annual compensation for our executive officers, considering the recommendations made by the chief executive officer (for compensation other than his own) and the independent compensation consultant.
	Evaluates the performance of the chief executive officer relative to the performance goals determined by the Board.
Management	Recommends the compensation structure for the Company’s executive officers.
	Chief executive officer recommends the level of annual compensation for the Company’s executive officers (other than the chief executive officer).
	Chief executive officer evaluates each executive officer’s performance of their respective business or function and their retention considerations (other than for the chief executive officer).
	Provides input to the Compensation Committee on the strategy, design and funding of our incentive compensation plans.
	Makes plan design recommendations for broad-based benefit programs in which our executive officers participate.
Independent Compensation Consultant	Conducts annual review of our executive compensation program, advising on the external competitiveness of our executive compensation packages and practices.
	Provides data relating to total compensation levels and relative amounts of cash and equity compensation earned by executives in comparable positions within the Peer Group.
	Provides a comparison of our performance with that of our Peer Group over one and three year periods with respect to various performance measures.
	Provides no services to our company other than those provided directly to or on behalf of the Compensation Committee.
	Performs other work at the direction and under the supervision of the Committee.
	Reviews and reports on Compensation Committee materials, participates in Compensation Committee meetings and communicates with the chair of the Compensation Committee between meetings.

Compensation Committee Consultant and Independence. The Compensation Committee considers the advice of its independent compensation consultant, together with information and analysis from management and its own judgment and experience, when evaluating the Company’s executive compensation program. In 2014, the Compensation Committee was advised by Pearl Meyer & Partners.

Use of Comparative Industry Data. In order to design our compensation programs, the Compensation Committee reviews the executive salaries, compensation structures and the financial performance of comparable corporations in a designated Peer Group established by the Compensation Committee. As part of its annual compensation process, with assistance from Pearl Meyer & Partners, the Compensation Committee evaluated the Company’s historical peer group in order to ensure that the most appropriate industry data was utilized in the evaluation of the Company’s compensation programs. The Committee focused on ensuring that our Peer Group companies operated in the telecommunication, technology or consumer industries and recognized revenues within 50% to 200% of the Company. The Committee also sought to ensure that our Peer Group companies were engaged primarily in service and/or technology based businesses and maintained a significant international presence with headquarters in the United States. Based on these criteria and the advice and recommendations provided by Pearl Meyer & Partners, the Compensation Committee approved the following Peer Group for 2014:

CA, Inc.	Motorola Solutions, Inc.
Cablevisions Systems Corporation	MetroPCS Communications, Inc. (now T-Mobile US, Inc.)
CyberLink, Inc.	NetApp, Inc.
Charter Communications, Inc.	Sandisk Corporation
Frontier Communications Corporation	Symantec Corporation
Harris Corporation	Telephone and Data Systems, Inc.
Juniper Networks, Inc.	United States Cellular Corporation
Leap Wireless International, Inc.	Windstream Communications
Level 3 Communications, Inc.

83

To assess the competitiveness of our executive compensation programs, we analyze Peer Group compensation data included in proxy statements or other public filings as well as compensation and benefits survey data developed by global compensation consulting firms. As part of this process, we measure pay levels within each of our three primary elements of compensation (base salary, target bonus and equity incentive grants) and in the aggregate. We also review the mix of our compensation attributable to these elements with respect to their characteristics including fixed versus variable, short-term versus long-term, and cash versus equity-based pay. The Compensation Committee generally compares the compensation of each named executive officer in relation to various percentiles reflected in the Peer Group data for similar positions based on proxy ranking and job title and responsibilities.

Additional Compensation and Compensation Plans

Benefits. In the United States, the named executive officers participate in the same benefit plans as the general employee population of the Company. International plans vary, and incremental amounts paid to executives who work outside the United States pursuant to foreign government required programs, including mandatory vacation allowances and retirement benefits, or to compensate them for the additional costs and other obligations relating to those assignments, such as amounts paid for security services, housing costs, travel costs and certain related tax obligations, are not taken into consideration in determining base salary and are not used in calculating the annual target bonus amounts or in determining those executives’ target total direct compensation. In general, benefits are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on years of service with the Company. Benefits help keep employees focused on serving the Company and not distracted by matters related to paying for health care, saving for retirement or similar issues.

Retirement, Deferred Compensation and Pension Plans. Our executive officers who are eligible may participate at their election in our 401(k) retirement savings plan that provides employees with an opportunity to contribute a portion of their cash compensation to the plan on a tax-deferred basis to be invested in specified investment options and distributed upon their retirement. Consistent with the 401(k) plan, we match 100% of each employee’s contributions to the 401(k) plan up to a maximum of 4% of the employee’s eligible annual compensation. Our matching contribution for 2014 for named executive officers was $35,102 in the aggregate.

We do not have any pension plans that entitle our named executive officers to additional benefits. In addition, we have not adopted a supplemental executive retirement plan or other “excess plan” that pays benefits to highly compensated executives whose salaries exceed the Internal Revenue Service’s maximum allowable salary for qualified plans. In December 2008, the Compensation Committee approved the adoption of an Executive Deferral Plan, which became effective January 1, 2009. Under the Executive Deferral Plan, executives may defer a portion of their compensation with the amount deferred by a participating executive attributed to a hypothetical account and treated as if it is invested in deferred stock units with the value of those units linked to the value of our common stock. No compensation was deferred by executive officers under this plan in 2014 and the Executive Deferral Plan is not available to executive officers during 2015. We do not have any other nonqualified deferred compensation plans.

Severance Plans. We previously adopted two severance plans that provide for the payment of severance benefits to our U.S.-based employees, including our U.S. based executive officers, if their employment is terminated in specified circumstances. One plan provides for the payment of severance benefits if the executive officer’s employment is terminated without cause for certain reasons and the other plan provides for the payment of severance benefits if the executive officer’s employment is terminated without cause, or if the executive officer of the Company terminates his or her employment with good reason, in connection with or following a change of control. The two severance plans are mutually exclusive meaning that an executive may be eligible to receive payments under one or the other of the plans depending on the circumstances surrounding the termination of the executive’s employment, but it is not possible for an executive to receive payments under both plans. While the Compensation Committee generally does not take into account the potential payments to executives under our severance plans, including termination and change of control arrangements, in performing its annual evaluation of the target total direct compensation that may be realized by our executive officers, the Compensation Committee believes that the terms of these arrangements are generally consistent with those offered by similarly situated companies including those in the Peer Group. As part of the Chapter 11 proceedings, the Bankruptcy Court must approve the terms of the Severance Plan and the Change of Control Severance Plan before any payments can be provided to eligible employees. The Bankruptcy Court has reviewed and approved the terms of our Severance Plan, but has not reviewed our Change of Control Severance Plan. A description of the terms of our severance plans, the specific circumstances that trigger payment of benefits, an estimate of benefits payable upon the occurrence of those triggering events and other information relating to such plans can be found below under the caption “Executive Compensation - Potential Payments under Severance Plans.”

Executive Compensation Governance Practices

We believe that our compensation programs should ensure that our executives remain accountable for business results and take responsibility for the assets of the business and its employees. Consistent with these objectives, our Board has incorporated the following governance features into our compensation governance programs.

84

Compensation Risk Mitigation. The Company’s executive compensation program includes features designed to discourage executives from taking unnecessary risks that could harm the financial health and viability of the Company, including:

• Balanced Performance Measures. The Compensation Committee believes that the performance criteria used in our 2014 Bonus Plan strike an appropriate balance between growth and profitability and mitigate risk to the Company because actions taken to improve our performance with respect to one of the criteria would normally be expected to have a corresponding negative impact on other criteria. For example, if management were to implement promotional programs designed to aggressively pursue growth in revenue, those actions would be expected to increase expenses, resulting in a potential deterioration in operational free cash flow.

• Emphasis on Long-Term Stockholder Value. Long-term incentive awards focus executives on creating long-term stockholder value and delivering exceptional long-term operating results.

• Stock Ownership Requirements. Executive officers are subject to stock ownership requirements as described below, which focus executives on long-term stockholder value and aligns the interests of our executive officers with those of our stockholders.

The Compensation Committee reviewed the risk profile of our compensation policies and practices and determined that our compensation programs are not reasonably likely to have a material adverse effect on the Company.

Tax Deductibility Under Section 162(m). Section 162(m) of the Internal Revenue Code imposes a limitation on the deductibility of non-performance-based compensation in excess of $1 million paid to certain named executive officers of public companies. The Compensation Committee has implemented a compensation program that links a substantial portion of each executive’s compensation to performance and requires each executive officer to attain designated stock ownership levels, and therefore maintain a vested interest in our equity performance, but has not implemented a policy that limits the amount of compensation based on the limitations of Section 162(m). We intend to qualify executive compensation for deductibility under Section 162(m) if doing so is consistent with our best interests and the interests of our stockholders.

Stock Ownership Guidelines. The Board has adopted stock ownership guidelines that require our executive officers to retain a vested interest in our equity performance by maintaining certain designated stock ownership levels until retirement. Executive officers may not sell stock in the Company until their stock ownership levels reach specified values based on pre-determined multiples of their base salary. Further, except for sales of shares to cover taxes due at vesting of equity awards, executive officers may not sell shares after those stock ownership levels have been met if, following the potential sale, the value of the equity interests they own would be below the levels specified in the guidelines. Individuals subject to our stock ownership guidelines have a five-year period, which commences upon the appointment of the individual as an executive officer, to achieve their designated ownership requirement in accordance with a pre-determined schedule. Executive officers will be deemed to be in compliance with the guidelines and will not be required to purchase additional shares to meet the ownership requirement if they met their target ownership level in compliance with the guidelines following any sale of shares.

The following are the ownership requirements for our named executive officers:

Position	Requirement
CEO	5x Base Salary
Other NEOs	3x Base Salary

The types of stock ownership that are applied to satisfy the ownership requirements under our guidelines include the value of stock directly owned by the executives, the value of unexercised but vested options to the extent that the fair market value of our common stock exceeds the option exercise price and the value of deferred stock units granted pursuant to our executive deferral plan.

Each of our executive officers subject to an ownership target under the executive stock ownership guidelines at December 31, 2014 was in compliance with the guidelines. In 2014, there were no sales of stock by the named executive officers and as a result of the bankruptcy proceedings the named executives officers will not receive any value for their stock.

Trading and Derivatives Policy. The Board has adopted a policy prohibiting our directors, officers and members of their immediate families from entering into any transactions in our securities without first obtaining pre-clearance of the transaction from our general counsel. In addition, we prohibit directors and employees from engaging in any transaction involving our common stock that may be viewed as speculative, including buying or selling puts, calls or options, short sales, hedging transactions or purchases of our common stock on margin.

85

Employment Agreements. Generally, we do not enter into employment contracts with our employees unless otherwise required or customary based on local law or practice. As is customary for executives in Mexico, the Company has entered into an employment Agreement with Mr. Alvarez in connection with his service as president of Nextel Mexico. The terms of Mr. Alvarez's employment agreement are summarized under "2014 Management Changes - President, Nextel Mexico." We do not have employment contracts with any of our other named executive officers.

Timing of Long-Term Incentive Awards. We have historically granted our annual long-term incentive awards to our employees, executive officers and directors in late April of each year. These grants are timed to coincide with our regularly scheduled April Board and committee meetings. In 2014, our annual equity grants were made to our employees, executive officers and directors on April 30, 2014. The number of options and shares of restricted stock and restricted stock units awarded were based on the closing market price on the date of grant and the exercise price of the stock options granted was the closing market price on the date of the grant.

We follow a practice of disclosing our financial results for the first quarter of the fiscal year following the April Board meeting at which we make equity grants. The 2014 first quarter earnings release was made publicly available on May 12, 2014. It is the policy of the Compensation Committee not to use information relating to first quarter results when determining the amount, timing or other characteristics of our annual equity grants to employees, executive officers and directors. We have consistently granted our annual long-term incentive awards in April, regardless of the content or timing of the issuance of the first quarter earnings release. Although our quarterly financial results may have an impact on the market price of our common stock, and therefore the number of options and shares of restricted stock and restricted stock units awarded as well as the exercise price of the option awarded, we believe that the April board meeting is the appropriate time during the year to grant our annual long-term incentive awards and that a consistent application of our granting practices from year to year is appropriate. The equity grants by the Compensation Committee are designed to create incentives for the creation of long-term stockholder value and contain delayed vesting provisions that prevent any advantages from short-term fluctuations in the market price of our common stock.

We have not planned in the past, nor do we plan in the future, to time the release of material non-public information for the purpose of affecting the value of executive compensation. We do not have a practice of setting the exercise price of options based on the stock price on any date other than the grant date, nor do we use a formula or any other method to select an exercise price of options based on a period before, after or surrounding the grant date. Nonqualified stock options are always granted at the closing price of our common stock on the date of grant.

No Repricing Options. The 2012 Incentive Compensation Plan (the "2012 Plan") approved by our stockholders at the 2012 Annual Meeting prohibits the repricing of stock options governed by the 2012 Plan.

Compensation Recoupment Policy. The Compensation Committee believes that the Company’s compensation programs should provide for the reduction or recovery of certain incentive payments made to our executives in the event our financial statements were to be restated in the future in a manner that would have negatively impacted the size or payment of the award at the time of payment. Although the Compensation Committee has not adopted a formal policy in addition to remedies available under applicable law, the Compensation Committee intends to adopt a policy to recover payments in compliance with the rules issued by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act when such rules are finalized. As described above, long-term equity incentives comprise a significant portion of our executives’ target direct compensation and when combined with our ownership guidelines, subject our executives to substantial financial risk should there be a material negative restatement of our financial results.

Summary Compensation Table

As previously disclosed, the Company and several of its subsidiaries filed for relief under Chapter 11 in September 2014 and any plan of reorganization implemented in the bankruptcy proceeding is expected to cancel our equity securities for no consideration. The long-term equity incentives disclosed in the following tables reflect the grant date or current fair value of our outstanding equity awards and does not reflect the expected cancellation of all outstanding equity awards granted to our named executive officers as a result of the Chapter 11 proceedings.

86

Name and Principal Position	Year	Salary ($)	Bonus($)	Stock Awards(1) ($)	Option Awards(2) ($)	Non-Equity Incentive Plan Compensation(3) ($)	All Other Compensation(4) ($)	Total ($)
Steven M. Shindler	2014	945,996	-	423,876	466,420	1,437,323	9,483	3,283,098
Chief Executive Officer	2013	945,996	-	999,995	-	245,959	23,792	2,215,742
	2012	243,025	-	2,582,914	1,884,271	-	5,580	4,715,790
Juan R. Figuereo	2014	550,000	-	92,261	64,895	642,813	13,032	1,363,001
Executive Vice President,	2013	550,000	-	933,340	466,673	110,000	31,394	2,091,407
Chief Financial Officer	2012	114,583	-	156,200	131,423	-	76,006	478,212
Gokul V. Hemmady	2014	647,500	-	128,835	90,620	756,765	785,053	2,408,773
Chief Operating Officer and	2013	647,500	-	1,303,330	651,666	129,500	329,293	3,061,289
President, Nextel Brazil	2012	605,079	-	981,369	749,020	194,250	11,855	2,541,573
Salvador Alvarez(5)	2014	301,212	195,489	800,000	-	494,006	115,388	1,906,095
President, Nextel Mexico
Gary D. Begeman	2014	503,081	-	57,388	40,365	602,023	10,400	1,213,257
Executive Vice President,	2013	463,380	-	580,551	290,275	74,141	10,200	1,418,547
General Counsel	2012	456,310	-	727,949	555,600	111,211	11,029	1,862,099
Peter Foyo	2014	133,957	-	-	-	-	1,105,642	1,239,599
Executive Vice President,	2013	535,829	-	533,274	266,636	-	578,683	1,914,422
Business Development	2012	529,450	-	721,333	550,548	112,524	691,242	2,605,097

(1)The amounts in this column reflect the grant date fair value of restricted stock awards and performance share units computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718), but disregarding estimated forfeitures related to service-based vesting conditions. We value restricted common stock awards and performance share units at the date of grant based on the number of shares subject to the grant multiplied by the closing price of our common stock on the date of grant.

For all performance share units the amounts included under Stock Awards reflect the grant date fair value based upon the estimated performance during the performance period. Based on the grant date fair value, the maximum values of the 2014 Stock Awards are as follows:

Name	2014 Stock Awards Maximum Value ($)
Steven M. Shindler	423,876
Juan R. Figuereo	92,261
Gokul V. Hemmady	128,835
Salvador Alvarez	800,000
Gary D. Begeman	57,388
Peter Foyo	-

Additional information regarding the awards of restricted common stock and performance share units to the named executive officers in 2014 is included in the Grants of Plan-Based Awards table below.

(2) The amounts in this column reflect the grant date fair value of awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718) of options to purchase common stock, but disregarding estimated forfeitures related to service-based vesting conditions. The valuation assumptions used in determining these amounts are described in Note 14 to our consolidated financial statements. Additional information regarding the awards of options to purchase common stock to the named executive officers in 2014 is included in the Grants of Plan-Based Awards table below.

(3) The amounts in this column represent the bonus that we paid under the Bonus Plans in effect in 2012, 2013 and 2014. The bonus is determined based on a target bonus amount, which is a predetermined percentage of base salary, and is adjusted based on achievement of operating unit and/or consolidated performance goals as well as personal performance.

(4) Consists of: (a) amounts contributed by us under our 401(k) plan, (b) in the case of Mr. Hemmady, amounts contributed by Nextel Brazil to the Fundo de Garantia de Tempo de Servico, or FGTS, and a private savings plan, and in the case of Mr. Alvarez, amounts contributed by Nextel Mexico to government mandated retirement and savings plans or other government mandated payments, (c) perquisites and other personal benefits described in more detail below, (d) severance payments and (e) tax gross-up payments made in connection with the foregoing:

87

	Year	Company Contributions to 401(k) Plan ($)	Company Contributions to Government Plans ($)	Company Contributions to Private Savings Plan ($)(a)	Perquisites and Other Personal Benefits ($)(b)	Tax Gross-Up Payments ($)(c)	Severance Payments($)
Mr. Shindler	2014	-	N/A	N/A	9,483	-	N/A
	2013	-	N/A	N/A	22,046	1,745	N/A
	2012	5,576	N/A	N/A	-	4	N/A
Mr. Figuereo	2014	10,400	N/A	N/A	1,977	654	N/A
	2013	9,167	N/A	N/A	14,952	7,276	N/A
	2012	-	N/A	N/A	51,193	24,813	N/A
Mr. Hemmady	2014	8,944	N/A	46,817	524,147	205,145	N/A
	2013	10,200	N/A	N/A	304,606	14,487	N/A
	2012	9,800	N/A	N/A	-	2,055	N/A
Mr. Alvarez	2014	-	60,691	N/A	54,697	-	N/A
Mr. Begeman	2014	10,400	N/A	N/A	-	-	N/A
	2013	10,200	N/A	N/A	-	-	N/A
	2012	9,800	N/A	N/A	-	1,229	N/A
Mr. Foyo	2014	5,358	N/A	N/A	277	7	1,100,000
	2013	10,200	14,487	N/A	457,820	96,176	N/A
	2012	9,800	14,556	N/A	583,950	82,936	N/A

(a) Represents the contribution by Nextel Brazil to a private savings program designed to complement Brazilian social security in which Nextel Brazil matches employee contributions up to 8% of an employee’s annual salary. The employer contribution vests based on length of service.

(b) The dollar value of perquisites and other personal benefits received by Messrs. Hemmady and Alvarez each exceeded $10,000 in 2014.

Pursuant to an international assignment agreement with Mr. Hemmady, who is a U.S. citizen, we agreed to provide certain benefits and expatriation/repatriation assistance for the period of his assignment in Brazil that are reflected as perquisites and other personal benefits. Some of these benefits are paid to Mr. Hemmady or to third parties on Mr. Hemmady's behalf in Brazilian Reais, the amounts of which are reflected in Benefits column of the table above and the All Other Compensation column of the Summary Compensation Table in U.S. dollars based on the average exchange rate of 2.35 Brazilian Reais to 1.00 U.S. Dollar for 2014. Perquisites and other personal benefits received by Mr. Hemmady in 2014 consist of $244,761 for housing and utilities; $194,250 representing Mr. Hemmady’s foreign services differential; $79,009 for expenses relating to a car and driver; $6,128 for language training. We also provide Mr. Hemmady with tax counseling and make tax equalization payments on his behalf so that Mr. Hemmady pays the same taxes as he would as a U.S. citizen working in the U.S.

The perquisites and benefits paid to Mr. Alvarez in 2014 consist of an annual allowance for a Company supplied automobile, including related maintenance and fuel, which is a customary element of compensation for senior executives in Mexico and which had an incremental cost to Nextel Mexico of $13,192, $39,568 in security costs and $1,937 for wireless handsets and service for Mr. Alvarez's family.

(c) Tax gross up payments in 2014 reflect amounts paid for Mr. Figuereo for travel by family members on our corporate aircraft to business events and Mr. Hemmady for tax equalization, housing allowance, language courses and travel by family members on our corporate aircraft to business events.

(5) In 2014, Mr. Alvarez’s salary, bonus and benefits, other than his equity grants, were paid in Mexican Pesos. As a result, the amount of compensation provided to Mr. Alvarez as reflected in U.S. dollars in the Salary, Bonus, Non-Equity Incentive Plan Compensation and All Other Compensation columns varies based on the applicable exchange rate of the Mexican Peso relative to the U.S. dollar. Mr. Alvarez’s compensation as reported in U.S. dollars can vary significantly with no actual change to the compensation paid to Mr. Alvarez in Mexican currency if the exchange rates are volatile. The amounts for Mr. Alvarez reflected in the Salary, Bonus, Non-Equity Incentive Plan Compensation and All Other Compensation columns in the table above are based on the average exchange rate of 13.30 Mexican Pesos to 1.00 U.S. Dollar for 2014.

88

Grants of Plan-Based Awards Table

In the table below and discussion that follows, we summarize the grants of stock options and stock awards to each of the named executive officers during 2014. Our 2014 Bonus Plan does not provide for payouts in fiscal years after 2014.

Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock and Option Awards(3) ($)
		Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target ($)	Maximum ($)
Steven M. Shindler
Annual Bonus		—	1,844,692	3,689,384	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Restricted Stock	4/30/2014	N/A	N/A	N/A	N/A	N/A	N/A	377,937	N/A	N/A	325,025
Stock Options	4/30/2014	N/A	N/A	N/A	N/A	N/A	N/A	N/A	685,912	0.86	466,420
Performance Shares	4/30/2014	N/A	N/A	N/A	—	98,850	—	N/A	N/A	N/A	N/A
Juan R. Figuereo
Annual Bonus		—	825,000	1,650,000	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Restricted Stock	4/30/2014	N/A	N/A	N/A	N/A	N/A	N/A	53,640	N/A	N/A	46,130
Stock Options	4/30/2014	N/A	N/A	N/A	N/A	N/A	N/A	N/A	95,434	0.86	64,895
Performance Shares	4/30/2014	N/A	N/A	N/A	—	46,130	—	N/A	N/A	N/A	N/A
Gokul V. Hemmady
Annual Bonus		—	971,250	1,942,500	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Restricted Stock	4/30/2014	N/A	N/A	N/A	N/A	N/A	N/A	74,904	N/A	N/A	64,417
Stock Options	4/30/2014	N/A	N/A	N/A	N/A	N/A	N/A	N/A	133,265	0.86	90,620
Performance Shares	4/30/2014	N/A	N/A	N/A	—	64,417	—	N/A	N/A	N/A	N/A
Salvador Alvarez
Annual Bonus(4)		—	451,819	903,637	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Restricted Stock	7/14/2014	N/A	N/A	N/A	N/A	N/A	N/A	975,610	N/A	N/A	800,000
Gary D. Begeman		N/A
Annual Bonus		—	556,056	1,112,112	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Restricted Stock	4/30/2014	N/A	N/A	N/A	N/A	N/A	N/A	33,365	N/A	N/A	28,694
Stock Options	4/30/2014	N/A	N/A	N/A	N/A	N/A	N/A	N/A	59,361	0.86	40,365
Performance Shares	4/30/2014	N/A	N/A	N/A	—	28,694	—	N/A	N/A	N/A	N/A
Peter Foyo
Annual Bonus		—	—	—	—	—	—	—	—	—	—
Restricted Stock	4/30/2014	—	—	—	—	—	—	—	—	—	—
Stock Options	4/30/2014	—	—	—	—	—	—	—	—	—	—
Performance Shares	4/30/2014	—	—	—	—	—	—	—	—	—	—

(1) The amounts reflect the potential range of payouts pursuant to the 2014 Bonus Plan. The actual amounts of the payments made under this plan to the named executive officers are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

(2) The amounts reflect the potential range of payouts pursuant to the performance share units granted in 2014. There were no payments made pursuant to the performance share units as the OIBDA target for December 31, 2014 was not achieved.

(3) The amounts in this column reflect the grant date fair value of the restricted stock and option awards on the date of grant computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718), with respect to awards of shares of restricted common stock and awards of options to purchase shares of common stock held by each of the named executives, but disregarding estimated forfeitures related to service-based vesting conditions. We value restricted stock awards at the date of grant based on the number of shares subject to the grant multiplied by the closing price of our common stock on the date of grant. We determined the fair market value of option awards based on the Black-Scholes option pricing model. The valuation assumptions used in determining these amounts are described in footnote 14 to our consolidated financial statements.The long-term equity incentives disclosed in this table do not reflect the expected cancellation of all outstanding equity awards granted to our named executive officers as a result of the Chapter 11 proceedings.

(4) Mr. Alvarez was eligible to participate in the 2014 Bonus Plan on a pro rata basis beginning July 14, 2014. The target and maximum annual bonus amounts for Mr. Alvarez have been adjusted to reflect his start date of July 14, 2014.

89

Outstanding Equity Awards at Fiscal Year-End 2014 Table

Name	Grant Date	Option Awards						Stock Awards
		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price  ($)	Option Expiration Date	Number  of Shares  or Units of  Stock That  Have Not  Vested(#)		Market Value  of Shares or  Units of Stock  That Have Not  Vested (1) ($)	Number of Unearned Shares, Units or Other Rights That Have Not Vested		Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)  ($)
Steven M. Shindler (2)	4/27/2005	150,000	(3)	-		26.20	4/27/2015	-		-	-		-
	4/26/2006	130,000	(3)	-		60.77	4/26/2016	-		-	-		-
	4/25/2007	135,000	(3)	-		78.30	4/25/2017	-		-	-		-
	4/22/2009	-		-		-	-	-		-	-		-
	4/23/2010	-		-		-	-	-		-	-		-
	4/20/2011	-		-		-	-				-		-
	4/24/2012	-		-		-	-	2,033	(4)	41	-		-
	12/17/2012	457,274	(5)	228,638	(5)	6.53	12/17/2022	125,979	(6)	2,520	-		-
	4/30/2013	-		-		-	-	-		-	114,942	(7)	2,298
	4/30/2014	-		685,912	(8)	0.86	4/30/2024	377,937	(9)	7,559	114,942	(10)	2,299
Juan R. Figuereo	10/17/2012	26,667	(11)	13,333	(11)	7.81	10/17/2022	20,000	(12)	400	-		-
	4/30/2013	31,811	(13)	63,623	(13)	8.70	4/30/2023	35,757	(14)	715	53,640	(7)	1,073
	4/30/2014			95,434	(8)	0.86	4/30/2024	53,640	(9)	1,073	53,640	(10)	1,073
Gokul V. Hemmady	5/21/2007	50,000	(3)	-		78.87	5/21/2017	-		-	-		-
	4/23/2008	85,000	(3)	-		40.62	4/23/2018	-		-	-		-
	4/22/2009	83,333	(15)	-		14.33	4/22/2019	-		-	-		-
	4/23/2010	59,000	(15)	-		40.40	4/23/2020	-		-	-		-
	4/20/2011	42,254	(15)	-		40.28	4/20/2021	-		-	-		-
	4/24/2012	62,970	(16)	31,484	(16)	18.85	4/24/2022	17,354	(4)	347	-		-
	4/30/2013	44,422	(13)	88,843	(13)	8.70	4/30/2023	49,936	(14)	999	74,904	(7)	1,498
	4/30/2014	-		133,265	(8)	0.86	4/30/2024	74,904	(9)	1,498	74,904	(10)	1,498
Salvador Alvarez	7/14/2014	-		-		-	-	957,610	(17)	19,512	-		-
Gary D. Begeman	11/27/2006	40,000	(3)	-		65.17	11/27/2016	-		-	-		-
	4/25/2007	40,000	(3)	-		78.30	4/25/2017	-		-	-		-
	4/23/2008	70,000	(3)	-		40.62	4/23/2018	-		-	-		-
	4/22/2009	93,333	(15)	-		14.33	4/22/2019	-		-	-		-
	4/23/2010	31,900	(15)	-		40.40	4/23/2020	-		-	-		-
	4/20/2011	31,362	(15)			40.28	4/20/2021				-		-
	4/24/2012	46,709	(16)	23,354	(16)	18.85	4/24/2022	12,873	(4)	257	-		-
	4/30/2013	19,787	(13)	39,574	(13)	8.70	4/30/2023	22,243	(14)	445	33,365	(7)	667
	4/30/2014	-		59,361	(8)	0.86	4/30/2024	33,365	(9)	667	33,365	(10)	667
Peter A. Foyo(17)	-	-		-		-	-	-		-	-		-

(1) The market value of the restricted stock and performance share units are based on the reported $0.02 closing price of a share of our common stock on the over the counter market, on December 31, 2014. The long-term equity incentives disclosed in this table reflect the current fair value of our outstanding equity awards and do not reflect the expected cancellation of all outstanding equity awards granted to our named executive officers as a result of the Chapter 11 proceedings.

(2) Mr. Shindler was not granted any awards in 2008. Mr. Shindler was only granted restricted stock awards in April of 2009, 2010 and 2011 in his capacity as a member of our Board. Mr. Shindler was granted restricted stock awards in April 2012 in his capacity as a member of our Board and was granted restricted stock awards and stock option in December 2012 upon his appointment as interim, chief executive officer. Mr. Shindler was not granted stock options or restricted stock awards in April of 2013.

90

(3) Stock options vested 25% on the four anniversary dates following the date of grant.

(4) Restricted stock vests/vested 33 1/3% on each of April 24, 2013, April 24, 2014 and April 24, 2015.

(5) Stock option award vests/vested 33 1/3% on each of December 17, 2013, December 17, 2014 and December 17, 2015.

(6) Restricted stock vests/vested 33 1/3% on each of December 17, 2013, December 17, 2014 and December 17, 2015.

(7) Performance share units vest on the third anniversary following the date of grant in an amount based on the Company’s performance during the performance period.

(8) Stock option award vests 33 1/3% on each of April 30, 2015, April 30, 2016 and April 30, 2017.

(9) Restricted stock vests 33 1/3% on each of April 30, 2015, April 30, 2016 and April 30, 2017.

(10) Performance share units vest on the second and third anniversary following the date of grant in an amount based on the Company’s performance during the performance period.

(11) Stock option vests/vested 33 1/3% on each of October 17, 2013, October 17, 2014 and October 17, 2015.

(12) Restricted stock vests on the third anniversary following the date of grant.

(13) Stock option award vests/vested 33 1/3% on each of April 30, 2014, April 30, 2015 and April 30, 2016.

(14) Restricted stock vests/vested 33 1/3% on each of April 30, 2014, April 30, 2015 and April 30, 2016.

(15) Stock options vested 33 1/3% on the three anniversary dates following the date of grant.

(16) Stock options vests/vested 33 1/3% on each of April 24, 2013, April 24, 2014 and April 24, 2015.

(17) Restricted stock vests/vested 33 1/3% on each of July 14, 2015, July 14, 2016 and July 14, 2017.

Option Exercises and Stock Vested Table

In the table below, we list information on the exercise of options and the vesting of restricted stock during the year ended December 31, 2014.

OPTION EXERCISES AND STOCK VESTED FISCAL YEAR 2014

Name	Option Awards		Stock Awards
	Number of Shares Acquired on Exercise(#)	Value Realized on Exercise($)	Number of Shares Acquired on Vesting(#)	Value Realized on Vesting(1)($)
Steven M. Shindler	-	-	128,964	6,644
Juan R. Figuereo	-	-	17,880	15,377
Gokul V. Hemmady	-	-	51,406	46,860
Salvador Alvarez	-	-	-	-
Gary D. Begeman	-	-	30,737	28,401
Peter Foyo	-	-	-	-

(1) The value realized on vesting is calculated as the number of shares vested multiplied by the closing price of the shares on the date of vesting, unless vesting occurs on a Saturday or Sunday, in which case the shares vested are multiplied by the closing price on the Friday preceding the vesting date. In accordance with our stock ownership guidelines the executive officers retained all of the shares acquired at vesting and will not realize any value or receive any recovery for the vested shares in connection with the Chapter 11 bankruptcy proceedings.

Pension Benefits and Nonqualified Deferred Compensation

None of our executive officers are entitled to pension benefits from us. None of our executive officers participated in our Executive Deferral Plan in 2014.

Potential Payments under Severance Plans

We have arrangements with each of our U.S.-based named executive officers under our Change of Control Severance Plan that provide for payments and benefits if an executive officer’s employment is terminated in connection with the occurrence of certain events involving a change in control. In addition, we have an obligation to make payments and provide certain benefits to our U.S.-based named executive officers under our Severance Plan and the 2012 Plan resulting from termination of employment upon the occurrence of certain events. The following is a summary of the payments that we or our successor may make under each of these arrangements.

91

Payments upon Termination of Employment. Each of our U.S.-based named executive officers is covered by our Change of Control Severance Plan and our Severance Plan. As part of the Chapter 11 proceedings, the Bankruptcy Court must approve the terms of each compensatory plan and any payments provided for under each plan. The Bankruptcy Court has reviewed and approved the terms of our Severance Plan, but has not reviewed our Change of Control Severance Plan. Absent such approval, no payments can be made pursuant to the Change of Control Severance Plan. The Change of Control Severance Plan provides for the payment of certain benefits if an executive officer’s employment is terminated by the company without cause or by the executive officer for good reason in connection with a change of control. No benefits are required to be paid unless the executive officer’s employment is terminated. The named executive officers are also entitled to severance benefits if their employment is terminated by the Company in specified circumstances under the Severance Plan. Although the benefits under the Severance Plan apply without regard to whether any change of control has occurred or is pending, the Change of Control Severance Plan provides that employees entitled to receive amounts paid under the Change in Control Severance Plan will not be entitled to cash severance under any other severance plan, including the Severance Plan. Each of the named executive officers has also received awards of stock options, restricted stock and performance share units under the 2012 Plan, which contains provisions that may accelerate the vesting of awards made to a named executive officer if we terminate the executive officer’s employment with us or if the executive officer terminates his or her employment with us for good reason in connection with a change of control. As a result of our Chapter 11 filing and the proposals for reorganization, which do not contemplate any recoveries with respect to equity interests in the Company, the named executive officers will not realize any value or receive any recovery from any awards that receive accelerated vesting based on a change of control.

Except as noted below, we otherwise have not entered into any employment agreements or other arrangements that provide for benefits in connection with a termination of employment of our named executive officers.

The following table shows the estimated amount of the payments to be made to each of the named executive officers upon termination of their employment in connection with their involuntary termination under the Severance Plan, which has been approved by the Bankruptcy Court, or upon their termination in connection with their death or disability. For purposes of calculating the value of the benefits, we have assumed that the triggering event for payment occurred under each of the arrangements as of December 31, 2014. The footnotes to the table contain an explanation of the assumptions made by us to calculate the payments, and the discussion that follows the table provides additional details on these arrangements. The Company cannot currently issue payments under the Change of Control Severance Plan because the Change of Control Severance Plan has not been approved by the Bankruptcy Court.

POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT

Termination Event(1)	Base  Salary (2) ($)	Bonus(3) ($)	Other  Payments (4) ($)	Equity  Awards (5) ($)	Total(6) ($)
Severance Plan - Involuntary Termination (7)(8)
Steven M. Shindler	945,996	1,437,323	-	-	2,383,319
Juan R. Figuereo	550,000	642,813	-	-	1,192,813
Gokul V. Hemmady	647,500	756,766	-	-	1,404,266
Gary D. Begeman	550,000	602,023	-	-	1,152,023
Death, Disability or Retirement
Steven M. Shindler	-	-	-	11,652	11,652
Juan R. Figuereo	-	-	-	2,903	2,903
Gokul V. Hemmady	-	-	-	3,842	3,842
Gary D. Begeman	-	-	-	1,815	1,815

(1) No payments are required to be made to any named executive officer under the Severance Plan if the executive is terminated for cause or if the executive voluntarily terminates his employment.

(2) Amounts included in this column with respect to the Severance Plan reflect the portion of the severance payment attributable to base salary. Amounts attributable to the target bonus are included in the “Bonus” column (see note 3 below). The severance payment under the Severance Plan for the named executive officers is 12 months of the named executive officer’s annualized base salary at the time of termination.

(3) Amounts included in this column with respect to the Severance Plan reflect the portion of the severance payment attributable to the target bonus. The portion of the severance payment attributable to base salary is included in the “Base Salary” column (see note 2 above). The Severance Plan provides for the payment of an amount equal to a prorated portion of the actual annual bonus payment for the period ending on the termination event for each named executive officer, payable when bonuses are paid for the applicable plan year.

(4) Other Payments include repatriation relocation benefits for Mr. Hemmady.

(5) Amounts included in the Equity Awards column reflect the value (calculated in the case of options as the difference between the exercise price of the options and the market value of the related shares on December 31, 2014 and in the case of restricted shares and performance share units as the value of shares on that date) of any awards granted under the 2012 Plan whose vesting or payment are accelerated upon the triggering event. The 2012 Plan and the grant agreements made under that plan also provide that outstanding and unvested options and restricted stock and a pro rata portion of the outstanding and unvested performance share units will vest upon an employee’s death or disability,

92

and for options if the employee retires at or after age 65 or at an earlier age with the consent of the Compensation Committee, with vested options remaining exercisable for a period of one year after the date the employee ceases to be an employee of the Company. The 2012 Plan and the grant agreements also provide for continued exercisability of vested options for a period of 90 days from the employee’s date of termination in all other situations.

(6) In addition to the amounts specified in this column, upon termination in each of the circumstances noted the executive officer is entitled to receive base salary and cash or non-cash benefits earned prior to the date of the named executive officer’s termination, including payments with respect to accrued and unused vacation time and any reimbursements for the reasonable and necessary business expenses incurred by the named executive officer prior to termination.

(7) Severance Plan - Involuntary Termination describes the benefits payable to a named executive officer if the named executive officer’s employment is terminated by us other than in connection with a change of control under the circumstances described below under “Severance Plan.”

(8) Section 503(c)(2) of the Bankruptcy Code prohibits the payment of any severance to an "insider" (as defined under the Bankruptcy Code) unless: (a) the payment is part of a program that is generally applicable to all full-time employees; and (b) the amount of the payment is no more than 10 times the amount of the mean severance pay given to non-management employees during the calendar year in which the payment is made. Pursuant to Section 503(c)(2), any severance payment provided to our named executive officers in 2014 would have been limited to $840,750.

Change of Control Severance Plan. Any payments under our Change of Control Severance Plan are contingent on approval from the Bankruptcy Court. At this time, the Company has not presented the Change of Control Severance Plan for approval and the Bankruptcy Court has not reviewed or approved the terms or potential payments under our Change of Control Severance Plan. The Change of Control Severance Plan provides that each named executive officer will receive a payment if a change of control, as defined below, occurs and he either is terminated without cause or resigns for good reason. Each named executive officer will be entitled to receive 250% of their annual base salary and target bonus at the date of his termination upon such an event as provided in the Change of Control Severance Plan. Each named executive officer will be entitled to receive their payment under the Change of Control Severance Plan in a lump sum within thirty days following his termination of employment.

We or the surviving entity will also pay the full premium cost of continued health care coverage for each named executive officer under the federal “COBRA” law in such a termination. We will make the COBRA payments up to the lesser of 18 months or the time at which the named executive officer is reemployed and is eligible to receive group health coverage benefits under another employer-provided plan. The payments may also cease for any of the reasons provided in the COBRA law.

In addition, in the event that any of the named executive officers incur any legal, accounting or other fees and expenses in a good faith effort to obtain benefits under the Change of Control Severance Plan, we or the surviving entity will reimburse the named executive officer for such reasonable expenses. The named executive officer will be entitled to receive a tax gross-up payment in the event that any payment made under the Change of Control Severance Plan is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code. Such reimbursement and gross-up payments will be subject to Section 409A of the Internal Revenue Code and will be paid within the timeframe prescribed by the regulations thereunder.

A change of control will be deemed to occur under the Change of Control Severance Plan when:

• we are merged, consolidated or reorganized into or with another company, or we sell or otherwise transfer all or substantially all of our assets to another company, and, as a result of either transaction, less than a majority of the combined voting power of the then outstanding securities of the resulting company immediately after the transaction is held by the holders of our voting securities immediately prior to the transaction;

• the directors on our board as of the effective date of the Change of Control Severance Plan or directors elected subsequent to that date and whose nomination or election was approved by a vote of at least two-thirds of the directors on the board as of effective date of the Change of Control Severance Plan cease to be a majority of our board;

• our stockholders approve our complete liquidation or dissolution;

• an individual, entity or group acquires beneficial ownership of 50% or more of our then outstanding shares or 50% of our then outstanding voting power to vote in an election of our directors, excluding any acquisition directly from us; or

• our board approves a resolution stating that a change of control has occurred.

A named executive officer will receive compensation under the Change of Control Severance Plan if:

• the named executive officer is terminated without cause, as defined in the 2012 Plan, within 18 months from a change of control or prior to the change of control if the named executive officer reasonably demonstrates that the termination was at the request of a third party attempting to effect a change of control or otherwise in connection with a change of control; or

93

• the named executive officer voluntarily terminates his employment for good reason during the 18 months following a change of control, defined as when, after the change of control:

• there was a material and adverse change in or reduction of the named executive officer's duties, responsibilities and authority that the named executive officer held preceding the change of control;

• the named executive officer's principal work location was moved to a location more than 40 miles away from his prior work location;

• the named executive officer was required to travel on business to a substantially greater extent than prior to the change of control, which results in a material adverse change in his employment conditions;

• the named executive officer's salary, bonus or bonus potential were materially reduced or any other significant adverse financial consequences occurred;

• the benefits provided to the named executive officer were materially reduced in the aggregate; or

• we or any successor fail to assume or comply with any material provisions of the Change of Control Severance Plan.

Severance Plan. The Severance Plan provides payments to our named executive officers in the event of an involuntary termination of employment, which includes termination due to job elimination, work force reductions, lack of work, a determination by us that the executive officer’s contributions no longer meet the needs of the business and any other reason determined by us. Under the Severance Plan, each of the named executive officers will be entitled to a payment equal to 12 months of his annualized base salary, not including any bonus, incentive payments or commission payments. Each eligible named executive officer will also receive a pro rata payment of his bonus based on the portion of the year that the named executive officer was employed by us. We will pay the bonus to the named executive officer when we pay bonuses to employees at the same position level for the bonus plan year in the following year, and such bonus will be based on the achievement level of the named executive officer’s business unit for the applicable year.

We expect to make a lump sum payment of the amount due under the Severance Plan although we reserve the right to make the payments periodically for a period not to exceed 24 months. In order to receive payments under the Severance Plan, each named executive officer must return all of our property and execute a release agreement:

• acknowledging that the payments to be received represent the full amount that the named executive officer is entitled to under the Severance Plan;

• releasing any claims that the named executive officer has or may have against us; and

• in our discretion, agreeing not to compete with us for a certain period.

The release agreement will also require the named executive officer to comply with specified confidentiality, non-disparagement and non-solicitation obligations. Our obligation to make or continue severance payments to the executive officer will cease if the executive officer does not comply with those obligations. The terms of the Severance Plan have been reviewed and approved by the Bankruptcy Court.

2012 Incentive Compensation Plan. The 2012 Plan currently covers the grant of certain incentives and awards, including stock options, restricted stock, restricted stock units and cash-based incentives, to our employees, including the named executive officers. Under the 2012 Plan, if a change of control occurs and the incentives and awards granted under the 2012 Plan are not assumed by the surviving entity, or the employee is terminated within a certain period following a change of control, each outstanding award is treated as explained below. A change of control under the 2012 Plan is defined the same as in the Change of Control Severance Plan and the same events that trigger payments to the named executive officer under the Change of Control Severance Plan trigger payments under the 2012 Plan.

• Options. If the surviving entity assumes, replaces or converts the options and the named executive officer is terminated within 24 months under circumstances that would trigger payment, the options will become fully exercisable, vested or earned. If the options are not assumed, replaced or converted, each option shall be fully exercisable upon a change of control.

• Restricted Stock and Restricted Stock Units. If the surviving entity assumes, replaces or converts the stock award and the named executive officer is terminated within 24 months under circumstances that would trigger payment, the stock awards shall be vested. If the restricted stock and restricted stock unit awards are not assumed, replaced or converted, the restricted stock or restricted stock units shall be vested upon a change of control.

94

• Performance Share Units. If the surviving entity assumes, replaces or converts the performance share units and the named executive officer is terminated within 24 months under circumstances that would trigger payment, the performance share units shall vest at the target level of performance. If the performance share units are not assumed, replaced or converted, the performance share units shall vest at the target level of performance upon a change of control.

• Cash-based Incentives. If the surviving entity assumes, replaces or converts cash-based incentives and the named executive officer is terminated within 24 months under circumstances that would trigger payment, each outstanding cash-based incentive award shall be deemed earned pro-rata based on the fraction of the performance period that has elapsed from the beginning of the performance period until termination. If the cash-based incentives are not assumed, replaced or converted, the cash-based incentives shall be deemed earned upon a change of control.

The 2012 Plan provides that the Compensation Committee, as administrator of the plan, shall determine what amounts will be payable to the named executive officer upon death, disability or retirement in the agreement under which awards are made under the 2012 Plan.

Offer Letter with Mr. Foyo. Mr. Foyo resigned as the Company’s executive vice president, business development effective February 28, 2014 and under the terms of his Offer Letter dated December 16, 2013, Mr. Foyo received a payment of $1,100,000. Mr. Foyo did not receive any accelerated vesting for his outstanding and unvested equity awards.

Retention Agreement with Mr. Alvarez. In connection with the proposed sale of Nextel Mexico, Nextel Mexico has entered into a retention agreement with Mr. Alvarez that provides for a payment of $510,923 on the earlier of 30 days after closing of the sale transaction, September 30, 2015 or the date Mr. Alvarez is involuntarily terminated without cause. In the event that Mr. Alvarez is terminated without cause prior to the closing date or the sale transaction is not completed by September 30, 2015, the retention payment will be provided by Nextel Mexico, otherwise the purchaser will be responsible for the retention payment.

Director Compensation

Fees Payable to Non-Employee Directors. Each of our non-employee directors receives an annual retainer and equity grant for serving on the Board. In addition our non-employee directors receive additional fees for their service on committees. Our director compensation for 2014 consisted of the following components:

Board:
Annual Retainer	$	70,000
Annual Equity Grant	$	10,378	(1)
Lead Independent Director	$	20,000
Non-Executive Chairman	$	45,000
Committees:
Committee Chairs	$	5,000
Audit Committee	$	25,000
Compensation Committee	$	20,000
Corporate Governance and Nominating Committee	$	15,000
Finance Committee	$	15,000
Risk Committee	$	15,000

(1) On April 30, 2014, each non-employee director then serving received 12,068 restricted shares that vest 33 1/3 % annually over a three year period. The number of restricted shares granted was determined consistent with the philosophy applied to the long-term equity grants provided to the named executive officers and equals the number of restricted shares received in 2013.

We pay all retainers in arrears in quarterly installments. We also reimburse directors for travel expenses incurred in connection with attending Board, committee and stockholder meetings and for other related expenses. We do not provide any additional compensation to employees who serve as a director or a committee member in periods in which they are also employees. Non-employee directors are also permitted to defer all or a portion of their annual retainer pursuant to the NII Holdings, Inc. Outside Directors Deferral Plan described below.

95

Director Compensation Table

In the table and discussion below, we summarize the compensation paid to our directors during 2014 who were not our employees as of December 31, 2014.

DIRECTOR COMPENSATION FISCAL YEAR 2014

Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	Option Awards(2) ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation ($)	Total ($)
Kevin L. Beebe	155,000	10,378	N/A	N/A	-	-	165,378
Donald Guthrie	115,000	10,378	N/A	N/A	-	-	125,378
Charles M. Herington (3)	110,000	10,378	N/A	N/A	-	-	120,378
Carolyn F. Katz	130,000	10,378	N/A	N/A	-	-	140,378
Ricardo Knoepfelmacher	70,000	10,378	N/A	N/A	-	-	80,378
Rosendo G. Parra	110,000	10,378	N/A	N/A	-	-	120,378
Paulino do Rego Barros, Jr.	85,000	10,378	N/A	N/A	-	-	95,378
John W. Risner	110,000	10,378	N/A	N/A	-	-	120,378

(1) The amounts in this column reflect the grant date fair value of awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718), but disregarding estimated forfeitures related to service-based vesting conditions. We value restricted stock awards at the date of grant based on the number of shares subject to the grant multiplied by the closing price of our common stock on the date of grant. On April 30, 2014, we provided each non-employee director then serving with a grant of 12,068 shares of restricted stock that vest 33 1/3 % on each of April 30, 2015, April 30, 2016 and April 30, 2017. The grant date fair value was $0.86 per share. The dollar value of the shares subject to those grants, based on the $0.02 closing price of a share of our common stock as reported on the over the counter market on December 31, 2014, was $241.

The aggregate number of shares of unvested restricted stock held by each of our non-employee directors on December 31, 2014, and the dollar value of the shares based on the closing price on that date, were as follows: Ms. Katz and Messrs. Beebe, Guthrie, Herington, Parra, and Risner -22,147, $443; Mr. Rego Barros -21,638, $432; and Mr. Knoepfelmacher -20,264, $405.

(2) In 2009, we discontinued our prior practice of making annual grants of options to purchase our common stock to our directors. Consistent with that change, no awards of options to purchase common stock were made to our directors in 2014. The aggregate number of shares of our common stock underlying options held by each of the non-employee directors on December 31, 2014 were as follows: Messrs. Beebe, Knoepfelmacher and Rego Barros - 0; Mr. Guthrie - 19,700; Ms. Katz and Messrs. Herington and Risner - 63,500; and Mr. Parra - 17,100.

(3) As of December 31, 2014, Mr. Herington held approximately 22,676 deferred share units under that plan that were granted in lieu of director fees earned in 2008, 2009, 2010, 2011, 2012 and 2013.

Outside Directors Deferral Plan. The Company maintains the NII Holdings, Inc. Outside Directors Deferral Plan, which we refer to as the Director Deferral Plan. The Director Deferral Plan allows our non-employee directors to elect to defer 0%, 50% or 100% of his or her annual retainer and committee fees with the amount deferred by a participant attributed to a hypothetical account and treated as if it is invested in deferred stock units with the value of those units linked to the value of our common stock. Payments out of the participating director’s hypothetical account are made in shares of the Company’s common stock, except that any fractional share is paid in cash. The Company may also elect to make the payment in a lump sum in cash in an amount equal to the value of the deferred stock units credited to the participating director’s hypothetical account. Shares are issued under and governed in accordance with the 2012 Plan. A participating director’s account is payable to the participating director on the first day of the month following his termination of service on the Board. None of our non-employee directors currently participate in our Director Deferral Plan and the Director Deferral Plan is not available for 2015.

Stock Ownership Guidelines

We have adopted director stock ownership guidelines that require our non-employee directors to attain certain stock ownership levels and therefore maintain a vested interest in our equity performance. Over a five-year period from the date a director joins the Board, non-employee directors are expected to reach an ownership level of five times their cash base retainer and to retain that ownership. Our current base retainer is $70,000, thus our non-employee directors currently have a share ownership target of $350,000.

Under our policy, an increase in the base retainer of non-employee directors will result in an increase in the ownership requirement. The types of stock ownership that qualify toward the ownership requirement under our policy include direct stock ownership and the value of unexercised but vested options to the extent that the fair market value of our common stock exceeds the option exercise price.

96

Non-employee directors must hold all equity received until their target is met. Directors will be deemed to be in compliance with the guidelines and will not be required to purchase additional shares to meet the ownership requirement if they met their target ownership level in compliance with the guidelines following any sale of shares.

On December 5, 2014, the Company granted a waiver under the stock ownership guidelines for the sale of common stock by a non-employee director who had previously attained his required stock ownership level. There were no other dispositions of Company common stock during 2014 and as of December 31, 2014, each of the non-employee directors were in compliance with the guidelines. Mr. Shindler is covered by the employee stock ownership guidelines, and as chief executive officer, he is expected to hold equity equivalent to five times his base salary.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is a current or former officer of us or any of our subsidiaries. In addition, there are no compensation committee interlocks with other entities with respect to any such member.

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

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2014, with respect to the 2012 Plan, the equity compensation plan under which shares of our common stock are authorized for issuance.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans(1)
Equity compensation plans approved by security holders	6,034,151	26.57	23,824,039	(2)
Total	6,034,151		23,824,039

(1) Amounts exclude any securities to be issued upon exercise of outstanding options, warrants and rights, and shares subject to an outstanding but unvested restricted stock or restricted stock unit award.

(2) The 2012 Plan permits the grant of one or more of the following awards: options, restricted stock, restricted stock units and cash-based incentives. The number of shares authorized to be issued under the 2012 Plan will be reduced by one share of common stock for each share of common stock issued pursuant to a stock option and by one and one-half shares of common stock for each share of common stock issued pursuant to all other equity-based awards. As of December 31, 2014, common stock reserved for future issuance does not include 2,386,673 restricted stock units that were issued in 2012, 2013 and 2014 that, if settled in shares of common stock, would reduce the shares available for grant under our 2012 Plan by 3,580,009 shares.

Securities Ownership of Directors and Management

In the table and the related footnotes below, we list the amount and percentage of shares of our common stock that are deemed under the rules of the Securities and Exchange Commission to be beneficially owned on February 28, 2015 by:

• each person who served as one of our directors as of that date;

• each of the named executive officers; and

• all directors and executive officers as a group.

97

	Shares Covered by
Name of Beneficial Owner	Shares Owned and  Vested Options (1)	Options to  Vest (2)	Restricted Stock  to Vest (3)	Percent of  Class (4)
Salvador Alvarez	-	-	-	*
Kevin L. Beebe	38,543	-	-	*
Gary D. Begeman	489,420	-	-	*
Juan R. Figuereo	70,439	-	-	*
Donald Guthrie	64,522	-	-	*
Gokul V. Hemmady	581,467	-	-	*
Charles M. Herington(5)	93,322	-	-	*
Carolyn F. Katz	124,322	-	-	*
Ricardo Knoepfelmacher	4,113	-	-	*
Rosendo G. Parra	41,922	-	-	*
Paulino do Rego Barros, Jr.	7,073	-	-	*
John W. Risner	74,573	-	-	*
Steven M. Shindler	1,209,855	-	-	*
All directors and executive officers as a group (15 persons)	2,982,527			1.73	%

*    Indicates ownership of less than 1%.

(1) Includes common stock currently owned, deferred share units and exercisable options, including those options with an exercise price that is greater than the trading price of our common stock on February 28, 2015. This column does not include shares covered by options and restricted stock that vest within 60 days of February 28, 2015, which are reflected in the second and third columns in the table. Unless otherwise indicated by footnote, the named individuals have sole voting and investment power with respect to beneficially owned shares of stock. A person is also deemed to be a beneficial owner of any securities if that person has the right to acquire beneficial ownership within 60 days of the relevant date. Shares beneficially owned as a result of the right to acquire beneficial ownership within 60 days are reflected in the second and third columns of the table.

(2) Indicates shares that may be acquired upon the exercise of stock options exercisable on or within 60 days of February 28, 2015.

(3) Indicates shares of restricted common stock that are scheduled to vest on or within 60 days of February 28, 2015.

(4) Based on the total amount of shares reflected in columns one through three and 172,363,259 shares of common stock issued and outstanding on February 28, 2015.

(5) Includes 22,677 deferred share units granted in lieu of cash compensation pursuant to the Company’s Outside Director Deferral Plan.

Securities Ownership of Principal Stockholders

There is no person or group, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, known by us to be the beneficial owner of more than 5% of our outstanding common stock as of February 28, 2015.

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

Director Independence

In accordance with our Corporate Governance Guidelines, a majority of our Board must be independent as defined by the NASDAQ listing rules and the Securities Exchange Act of 1934, as amended. On February 11, 2015, the Board determined that the following eight of its nine current members (89%) are independent: Kevin L. Beebe, Donald Guthrie, Charles M. Herington, Carolyn F. Katz, Ricardo Knoepfelmacher, Rosendo G. Parra, Paulino do Rego Barros, Jr. and John W. Risner. In making that determination, the Board considered the relationships described below in “Certain Relationships and Related Transactions.” The Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee are comprised entirely of independent directors.

Certain Relationships and Related Transactions

Our Corporate Governance Guidelines require that the Audit Committee review and approve or ratify transactions involving the Company and related persons (such as the Company’s officers, directors, family members of the officers and directors and other related parties). In determining whether to approve or ratify a related party transaction, the Audit Committee evaluates whether the transaction is in the best interests of the Company taking into consideration all relevant factors, including as applicable the Company’s business rationale for entering into the transaction and the fairness of the transaction to the Company. The Audit Committee generally seeks to consider and approve these transactions in advance where practicable, but may also ratify them after the transactions are entered into, particularly in instances where the transactions are entered into in the ordinary course of business or if the transaction is on terms that are consistent with a policy previously approved by the Audit Committee or the Board. In

98

instances where the transaction is subject to renewal or if the Company has the right to terminate the relationship, the Audit Committee expects to periodically monitor the transaction to ensure that there are no changed circumstances that would render it advisable for the Company to amend or terminate the transaction.

Currently, the only related person transaction is the transaction described below.

Transaction	Description of Relationship; Audit Committee Determination
Equifax, Inc.	In accordance with our Corporate Governance Guidelines, the Audit Committee has continued to monitor the Company’s relationship with Equifax, Inc., which provided customer credit evaluation services to the Company during 2014.
	As of December, 31, 2014, Paulino do Rego Barros, Jr., a member of the Board, serves as president, international of Equifax.
	The Audit Committee has continued to monitor the Company’s relationship with Equifax and its affiliates to ensure there were no changed circumstances that would render it advisable for the Company to amend or terminate the transaction. The Company made payments of approximately $2,000,000 to Equifax and its affiliates for the services provided in 2014, excluding any payments made by Nextel Chile, which was sold in August 2014. In February 2015, the Board determined, upon review, that the transaction continued to be in the best interest of the Company and ratified the transaction.

Item 14. Principal Accountant Fees and Services

Fees Paid to Independent Registered Public Accounting Firms

KPMG LLP audited our consolidated financial statements for the fiscal year ended December 31, 2014 and PricewaterhouseCoopers LLP audited our consolidated financial statements for the fiscal year ended December 31, 2013. The following table sets forth the fees accrued or paid to the Company’s independent registered public accounting firm for the years ended December 31, 2014 and December 31, 2013.

	KPMG		PwC
	2014		2013
Audit Fees(1)	$	9,609,173	$	9,766,035
Audit-Related Fees(2)	$	—	$	31,304
Tax Fees(3)	$	39,890	$	202,373
All Other Fees(4)	$	—	$	210,102
TOTAL	$	9,649,063	$	10,209,814

(1) Audit fees consist of those fees rendered for the audit of our annual consolidated financial statements, audit of the effectiveness of internal controls over financial reporting, review of financial statements included in our quarterly reports and for services normally provided in connection with statutory and regulatory filings or engagements, such as comfort letters or attest services.

(2) Audit-related fees consist of those fees for assurance and related services that are reasonably related to the review of our financial statements.

(3) Tax fees consist of those fees billed for professional services for tax compliance, tax advice, tax planning, transfer pricing and expatriate tax services.

(4) Fees incurred for services other than those described above for consulting, assessment of information technology systems, salary and human resources projects, research and disclosure tools and expenses.

Audit Committee Pre-Approval Policies and Procedures

It is the policy of the Audit Committee that our independent registered public accounting firm may provide only those services that have been pre-approved by the Audit Committee. Unless a type of service to be provided by the independent registered public accounting firm has received general pre-approval, it requires specific pre-approval by the Audit Committee or, in specified circumstances, the Audit Committee chair pursuant to authority delegated by the Audit Committee. The term of any general pre-approval is eighteen months from the date of pre-approval, unless the Audit Committee or a related engagement letter specifically provides for a different period. The Audit Committee annually reviews and pre-approves the services that may be provided by the independent registered public accounting firm without obtaining specific pre-approval. The Audit Committee has delegated its pre-approval authority to Carolyn Katz, the chair of the Audit Committee.

99

Requests or applications to provide services that require specific approval by the Audit Committee must be submitted to the Audit Committee by both the independent registered public accounting firm and our controller, and must include a joint statement as to whether, in their view, the request or application is consistent with the Securities and Exchange Commission’s rules on auditor independence. For the years ended December 31, 2014 and December 31, 2013, all services provided by our independent registered public accounting firms were pre-approved in accordance with the Audit Committee policy described above.

100

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)(1) Financial Statements. Consolidated financial statements and reports of independent registered public accounting firms filed as part of this report are listed below:

	Page
Report of Independent Registered Public Accounting Firm	F-2
Report of Independent Registered Public Accounting Firm	F-3
Report of Independent Registered Public Accounting Firm	F-4
Consolidated Balance Sheets — As of December 31, 2014 and 2013	F-5
Consolidated Statements of Comprehensive Loss — For the Years Ended December 31, 2014, 2013 and 2012	F-6
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity — For the Years Ended December 31, 2014, 2013 and 2012	F-7
Consolidated Statements of Cash Flows — For the Years Ended December 31, 2014, 2013 and 2012	F-8
Notes to Consolidated Financial Statements	F-9

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

	Page
Schedule I — Condensed Financial Information of Registrant	F-51
Schedule II — Valuation and Qualifying Accounts	F-55

(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.

101

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NII HOLDINGS, INC.

By:	/s/  ESTEBAN NARANJO
	Esteban Naranjo Vice President, Corporate Controller (on behalf of the registrant and as Principal Accounting Officer)

March 10, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 10, 2015.

Signature	Title
/s/  Steven M. Shindler	Chief Executive Officer
Steven M. Shindler
/s/  Juan R. Figuereo	Executive Vice President, Chief Financial Officer (Principal Financial Officer)
Juan R. Figuereo
/s/  Kevin L. Beebe	Chairman of the Board of Directors
Kevin L. Beebe
/s/  Donald Guthrie	Director
Donald Guthrie
/s/  Charles M. Herington	Director
Charles M. Herington
/s/  Carolyn Katz	Director
Carolyn Katz
	Director
Ricardo Knoepfelmacher
/s/  Rosendo G. Parra	Director
Rosendo G. Parra
/s/  Paulino do Rego Barros	Director
Paulino do Rego Barros
/s/  John W. Risner	Director
John W. Risner

102

NII HOLDINGS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-4
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets — As of December 31, 2014 and 2013	F-5
Consolidated Statements of Comprehensive Loss — For the Years Ended December 31, 2014, 2013 and 2012	F-6
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity — For the Years Ended December 31, 2014, 2013 and 2012	F-7
Consolidated Statements of Cash Flows — For the Years Ended December 31, 2014, 2013 and 2012	F-8
Notes to Consolidated Financial Statements	F-9
FINANCIAL STATEMENT SCHEDULES
Schedule I — Condensed Financial Information of Registrant	F-51
Schedule II — Valuation and Qualifying Accounts	F-55

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

NII Holdings, Inc. (Debtor-In-Possession):

We have audited the accompanying consolidated balance sheet of NII Holdings, Inc. (Debtor-In-Possession) and subsidiaries (the Company) as of December 31, 2014, and the related consolidated statements of comprehensive loss, changes in stockholders’ (deficit) equity, and cash flows for the year then ended. In connection with our audit of the consolidated financial statements, we also have audited the financial statement schedules as listed in the accompanying index. These consolidated financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NII Holdings, Inc. (Debtor-In-Possession) and subsidiaries as of December 31, 2014, and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

The accompanying consolidated financial statements and financial statement schedules have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency, and filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements and financial statement schedules do not include any adjustments that might result from the outcome of this uncertainty.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), NII Holdings, Inc.’s (Debtor-In-Possession) internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework(1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 10, 2015 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

McLean, Virginia

March 10, 2015

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

NII Holdings, Inc. (Debtor-in-Possession):

We have audited NII Holdings, Inc.’s (Debtor-in-Possession) internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). NII Holdings, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting (Item 9A). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness was identified at the Company’s reportable segment in Brazil (Nextel Brazil) related to the failure to establish an effective control environment and monitoring activities, including an organizational structure with sufficiently trained resources where supervisory roles, responsibilities, and monitoring activities are aligned with the Company’s financial reporting objectives. Further, Nextel Brazil did not maintain effective operation of process level controls, including reconciliation and management review controls. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of NII Holdings, Inc. (Debtor-in-Possession) and subsidiaries as of December 31, 2014 and the related consolidated statements of comprehensive loss, changes in stockholders’ (deficit) equity, and cash flows for the year then ended. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2014 consolidated financial statements, and this report does not affect our report dated March 10, 2015, which expressed an unqualified opinion on those consolidated financial statements.

In our opinion, because of the effect of the aforementioned material weakness on the achievement of the objectives of the control criteria, NII Holdings, Inc. (Debtor-in-Possession) has not maintained effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).^. 

/s/ KPMG LLP

McLean, Virginia

March 10, 2015

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To theBoard of Directors and Stockholders of NII Holdings, Inc.:

In our opinion, the consolidated balance sheet as of December 31, 2013 and the related consolidated statements of comprehensive loss, changes in stockholders’ (deficit) equity and cash flows for each of two years in the period ended December 31, 2013 present fairly, in all material respects, the financial position of NII Holdings, Inc. (Debtor-in-Possession) and its subsidiaries at December 31, 2013, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules for each of the two years in the period ended December 31, 2013 present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully discussed in Note 1 to the consolidated financial statements appearing under Item 15 of the Company's 2013 annual report on Form 10-K (not presented herein), the Company projected that it was likely that it would not be able to comply with certain debt covenants throughout 2014. This condition and its impact on the Company’s liquidity raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 1 to the consolidated financial statements appearing under Item 15 of the Company's 2013 annual report on Form 10-K (not presented herein). The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ PricewaterhouseCoopers LLP

McLean, Virginia    

February 28, 2014, except for the effects of discontinued operations discussed in Note 5 to the consolidated financial statements, as to which the date is March 10, 2015

F-4

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except par values)
	December 31, 2014			December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	573,600		$	1,730,335
Short-term investments	153,612			585,760
Accounts receivable, net of allowance for doubtful accounts of $55,015 and $54,531	398,678			511,406
Handset and accessory inventory	207,633			336,620
Deferred income taxes, net	50,692			127,395
Prepaid expenses and other	329,197			397,574
Assets related to discontinued operations	—			59,096
Total current assets	1,713,412			3,748,186
Property, plant and equipment, net	2,432,933			3,337,545
Intangible assets, net	822,124			980,369
Deferred income taxes, net	5,767			26,713
Other assets	456,355			477,306
Assets related to discontinued operations	—			109,835
Total assets	$	5,430,591		$	8,679,954
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Liabilities not subject to compromise
Current liabilities
Accounts payable	$	279,804		$	346,128
Accrued expenses and other	562,988			959,059
Deferred revenues	89,019			127,782
Current portion of long-term debt	777,569			96,839
Deposits related to 2013 sale of towers	—			720,013
Liabilities related to discontinued operations	—			36,769
Total current liabilities	1,709,380			2,286,590
Long-term debt	734,823			5,696,632
Deferred income tax liabilities	58,088			108,991
Other long-term liabilities	299,571			227,028
Liabilities related to discontinued operations	—			5,326
Total liabilities not subject to compromise	2,801,862			8,324,567
Liabilities subject to compromise (Note 2)	4,593,493			—
Commitments and contingencies (Note 11)
Stockholders’ (deficit) equity
Undesignated preferred stock, par value $0.001, 10,000 shares authorized — 2014 and   2013, no shares issued or outstanding — 2014 and 2013	—			—
Common stock, par value $0.001, 600,000 shares authorized — 2014 and 2013, 172,363   shares issued and outstanding — 2014, 172,105 shares issued and outstanding — 2013	172			172
Paid-in capital	1,517,081			1,504,258
Accumulated deficit	(2,150,664		)	(192,966		)
Accumulated other comprehensive loss	(1,331,353		)	(956,077		)
Total stockholders’ (deficit) equity	(1,964,764		)	355,387
Total liabilities and stockholders’ (deficit) equity	$	5,430,591		$	8,679,954

The accompanying notes are an integral part of these consolidated financial statements.

F-5

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands, except per share amounts)
	Year Ended December 31,
	2014			2013			2012
Operating revenues
Service and other revenues	$	3,447,167		$	4,517,154		$	5,424,766
Handset and accessory revenues	241,553			194,413			268,469
	3,688,720			4,711,567			5,693,235
Operating expenses
Cost of service (exclusive of depreciation and amortization included   below)	1,308,835			1,392,140			1,509,543
Cost of handsets and accessories	973,491			884,789			792,466
Selling, general and administrative	1,699,058			1,941,773			2,261,922
Impairment and restructuring charges	220,742			168,543			30,401
Gain on sale of towers, net (Note 9)	(74,631		)	—			—
Depreciation	592,056			629,606			558,224
Amortization	80,649			63,321			46,937
	4,800,200			5,080,172			5,199,493
Operating (loss) income	(1,111,480		)	(368,605		)	493,742
Other (expense) income
Interest expense, net	(449,345		)	(526,530		)	(359,795		)
Interest income	66,425			43,327			33,785
Foreign currency transaction losses, net	(130,499		)	(123,369		)	(63,330		)
Other expense, net	(6,721		)	(12,859		)	(28,097		)
	(520,140		)	(619,431		)	(417,437		)
(Loss) income from continuing operations before reorganization items and income tax provision	(1,631,620		)	(988,036		)	76,305
Reorganization items (Note 2)	(71,601		)	—			—
Income tax provision (Note 13)	(74,091		)	(446,052		)	(158,144		)
Net loss from continuing operations	(1,777,312		)	(1,434,088		)	(81,839		)
Loss from discontinued operations, net of income taxes (Note 5)	(180,386		)	(215,511		)	(683,410		)
Net loss	$	(1,957,698	)	$	(1,649,599	)	$	(765,249	)
Net loss from continuing operations per common share, basic and   diluted	$	(10.31	)	$	(8.34	)	$	(0.48	)
Net loss from discontinued operations per common share,    basic and diluted	(1.05		)	(1.26		)	(3.98		)
Net loss per common share, basic and diluted	$	(11.36	)	$	(9.60	)	$	(4.46	)
Weighted average number of common shares outstanding, basic and diluted	172,283			171,912			171,499
Comprehensive loss, net of income taxes
Foreign currency translation adjustment	$	(340,847	)	$	(334,893	)	$	(97,589	)
Reclassification adjustment for sale of Nextel Chile (Note 5)	(33,885		)	—			—
Other	(544		)	2,257			(1,802		)
Other comprehensive loss	(375,276		)	(332,636		)	(99,391		)
Net loss	(1,957,698		)	(1,649,599		)	(765,249		)
Total comprehensive loss	$	(2,332,974	)	$	(1,982,235	)	$	(864,640	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY (in thousands)
	Common Stock			Paid-in Capital			(Accumulated Deficit) Retained Earnings			Accumulated Other Comprehensive Loss			Total Stockholders’ (Deficit) Equity
	Shares	Amount
Balance, January 1, 2012	171,177	$	171	$	1,440,079		$	2,221,882		$	(524,050	)	$	3,138,082
Net loss	—	—		—			(765,249		)	—			(765,249		)
Other comprehensive loss	—	—		—			—			(99,391		)	(99,391		)
Purchase of convertible notes	—	—		(526		)	—			—			(526		)
Share-based compensation activity	476	—		43,533			—			—			43,533
Balance, December 31, 2012	171,653	171		1,483,086			1,456,633			(623,441		)	2,316,449
Net loss	—	—		—			(1,649,599		)	—			(1,649,599		)
Other comprehensive loss	—	—		—			—			(332,636		)	(332,636		)
Share-based compensation activity	452	1		21,172			—			—			21,173
Balance, December 31, 2013	172,105	172		1,504,258			(192,966		)	(956,077		)	355,387
Net loss	—	—		—			(1,957,698		)	—			(1,957,698		)
Other comprehensive loss	—	—		—			—			(375,276		)	(375,276		)
Share-based compensation activity	258	—		12,823			—			—			12,823
Balance, December 31, 2014	172,363	$	172	$	1,517,081		$	(2,150,664	)	$	(1,331,353	)	$	(1,964,764	)

The accompanying notes are an integral part of these consolidated financial statements.

F-7

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
	Year Ended December 31,
	2014			2013			2012
Cash flows from operating activities:
Net loss	$	(1,957,698	)	$	(1,649,599	)	$	(765,249	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Loss from discontinued operations	180,386			215,511			683,410
Reorganization items	54,851			—			—
Amortization of debt discount and financing costs	16,816			31,283			21,598
Depreciation and amortization	672,705			692,927			605,161
Provision for doubtful accounts	114,784			111,460			214,454
Provision for inventory obsolescence	40,768			56,077			1,470
Foreign currency transaction losses, net	130,499			123,369			63,330
Impairment charges, restructuring charges and losses on disposal of fixed assets	176,577			149,227			38,535
Gain on sale of towers	(74,631		)	—			—
Deferred income tax provision (benefit)	48,453			382,070			(17,877		)
Share-based compensation expense	13,845			27,255			40,430
Other, net	(5,002		)	(11,537		)	30,981
Changes in assets and liabilities:
Accounts receivable	(52,706		)	(29,458		)	(83,946		)
Handset and accessory inventory	57,465			(112,919		)	(48,705		)
Prepaid expenses and other	(66,218		)	(24,495		)	(239,876		)
Other long-term assets	(166,366		)	(52,875		)	(99,862		)
Accounts payable, accrued expenses and other	249,339			63,386			119,865
Total operating cash (used in) provided by continuing operations	(566,133		)	(28,318		)	563,719
Total operating cash used in discontinued operations	(62,583		)	(164,133		)	(210,536		)
Net cash (used in) provided by operating activities	(628,716		)	(192,451		)	353,183
Cash flows from investing activities:
Capital expenditures	(612,161		)	(620,895		)	(953,882		)
Purchase of investments	(1,637,913		)	(2,360,529		)	(1,678,918		)
Proceeds from sales of investments	2,092,459			1,942,886			1,813,783
(Payments) proceeds related to 2013 sale of towers, net	(39,618		)	721,404			—
Change in restricted cash and escrow accounts	(137,827		)	(39,436		)	(4,087		)
Proceeds from sale of corporate aircraft	32,390			—			—
Purchase of licenses and other	(30,870		)	(52,859		)	(99,167		)
Total investing cash used in continuing operations	(333,540		)	(409,429		)	(922,271		)
Total investing cash (used in) provided by discontinued operations	(13,998		)	231,817			(132,889		)
Net cash used in investing activities	(347,538		)	(177,612		)	(1,055,160		)
Cash flows from financing activities:
Borrowings under equipment financing facilities and other	14,590			145,122			446,546
Proceeds from issuance of senior notes	—			1,600,000			—
Repayments and purchases of convertible notes	—			—			(212,782		)
Repayments under bank loans, capital leases and other borrowings	(142,230		)	(787,572		)	(352,048		)
Other, net	(632		)	(27,994		)	(46,001		)
Total financing cash (used in) provided by continuing operations	(128,272		)	929,556			(164,285		)
Total financing cash used in discontinued operations	—			(152,965		)	(74,010		)
Net cash (used in) provided by financing activities	(128,272		)	776,591			(238,295		)
Effect of exchange rate changes on cash and cash equivalents	(55,657		)	(56,236		)	844
Change in cash and cash equivalents related to discontinued operations	3,448			15,090			22,226
Net (decrease) increase in cash and cash equivalents	(1,156,735		)	365,382			(917,202		)
Cash and cash equivalents, beginning of year	1,730,335			1,364,953			2,282,155
Cash and cash equivalents, end of year	$	573,600		$	1,730,335		$	1,364,953

The accompanying notes are an integral part of these consolidated financial statements.

F-8

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Summary of Operations

We provide wireless communication services under the Nextel^TM brand. Historically, our services were targeted to meet the needs of business customers and individuals who used our services to meet both professional and personal needs. With the deployment of our wideband code division multiple access, or WCDMA, networks in our markets, our target market has expanded to include both business subscribers and consumers who exhibit above average usage, revenue and loyalty characteristics and who we believe will be attracted to the services and attractive pricing plans we offer, the quality of and data speeds provided by our WCDMA networks and the quality of our customer service.

We provide our services through operating companies located in Brazil, Mexico and Argentina, with our principal operations located in major business centers and related transportation corridors of these countries. We provide services in major urban and suburban centers with high population densities where we believe there is a concentration of the country’s business users and economic activity. We believe that the growing economic base, increase in the middle and upper class and lower wireline service penetration encourage the use of the mobile wireless communications services that we offer and plan to offer in the future. Our WCDMA networks in Brazil and Mexico serve these major business centers and, in some instances, a broader geographic area in order to meet the requirements of our spectrum licenses. We also utilize roaming arrangements to expand the geographic coverage of our WCDMA-based services in Brazil and Mexico.

Our original networks utilize integrated digital enhanced network, or iDEN, technology developed by Motorola, Inc. to provide mobile services on our 800 megahertz, or MHz, spectrum holdings in all of our markets. Our next generation networks utilize WCDMA technology, which is a standards-based technology that is being deployed by carriers throughout the world. We also offer long-term evolution, or LTE, services in Rio de Janeiro in Brazil and in certain cities in Mexico. These technologies allow us to use our spectrum efficiently and offer multiple wireless services integrated into a variety of handset and data devices.

The services we currently offer include:

• mobile telephone voice service;

• wireless data services, including text messaging services, mobile internet services and email services;

• push-to-talk services, including Direct Connect^®, Prip and International Direct Connect^® services, which allow subscribers to talk to each other instantly;

• other value-added services, including 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^TM open application market;

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

• voice and data roaming services outside of our coverage areas.

The deployment and expansion of our WCDMA networks in Brazil and Mexico enables us to offer a wider range of products and services that are supported by that technology, including data services provided at substantially higher speeds than can be delivered on our iDEN networks. These WCDMA networks also support our unique push-to-talk services that provide differentiation from our competitors' offerings. In the third quarter of 2013, our WCDMA network reached geographic coverage parity with our iDEN network in Mexico, and in Brazil we are currently offering services supported by our WCDMA network in about 260 cities, including cities in and around Sao Paulo and Rio de Janeiro. In the second quarter of 2014, we launched LTE services in Rio de Janeiro, and during the fourth quarter of 2014, we began offering similar LTE services in certain cities in Mexico. We also offer service on our iDEN network in Argentina and continue to provide services on our iDEN networks in Brazil and Mexico.

F-9

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.    Chapter 11 Filing

Overview.

On September 15, 2014, NII Holdings, Inc. and eight of its U.S. and Luxembourg-domiciled subsidiaries, including NII Capital Corp. and Nextel International Telecom, S.C.A, or NIIT, filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the United States Bankruptcy Code, which we refer to as Chapter 11, in the United States Bankruptcy Court for the Southern District of New York, which we refer to as the Bankruptcy Court. Since September 15, 2014, five additional subsidiaries of NII Holdings, Inc. have filed voluntary petitions seeking relief under Chapter 11 in the Bankruptcy Court, with four subsidiaries filing on October 8, 2014 and one subsidiary filing on January 25, 2015. The entities that have filed petitions seeking relief under Chapter 11, which we refer to collectively as the debtors, continue to operate as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Our operating subsidiaries in Brazil, Mexico and Argentina are not debtors in the Chapter 11 cases.

Under Chapter 11, we are permitted to continue to operate our business and manage our properties in the ordinary course of business without prior approval from the Bankruptcy Court. Transactions outside the ordinary course of business proposed to be undertaken by any of the debtors, including certain types of capital expenditures, as well as certain sales of assets, certain requests for additional financings and certain other arrangements, including material changes to agreements and employee compensation arrangements, require approval by the Bankruptcy Court. There can be no assurance that the Bankruptcy Court will grant any requests for such approvals. On October 14, 2014, the Bankruptcy Court issued a final order permitting us to pay pre-petition salaries, wages and benefits to all employees of our debtor entities and authorized the payment of certain other pre-petition claims, in limited circumstances, to avoid undue disruption to our operations.

On November 24, 2014, certain of the holders of the senior notes issued by NII Capital Corp. and NIIT, certain other creditors and the official committee of unsecured creditors appointed in the Chapter 11 cases, which we refer to as the Committee, reached agreement regarding the terms of a plan of reorganization, which we refer to as the Original Plan, and the debtors, consenting parties and the Committee entered into a plan support agreement, which we refer to as the Original PSA, that governed the respective parties' obligations in connection with the formulation and filing of, and the solicitation of votes with respect to, the Original Plan. The Original Plan and a related disclosure statement were filed with the Bankruptcy Court on December 22, 2014. As described below, on January 26, 2015, NII Holdings, Inc. and certain of its subsidiaries entered into a purchase and sale agreement with an indirect subsidiary of AT&T, Inc., or AT&T, for the sale of our Mexico operations, which we refer to as Nextel Mexico. The agreement to sell Nextel Mexico is inconsistent with the terms of the Original PSA and the Original Plan, and as a result, NII Holdings, Inc. exercised its right to terminate the Original PSA.

On March 5, 2015, certain of the debtors, holders of approximately $1.93 billion, or 70%, of the senior notes issued by NII Capital Corp. and approximately $1.15 billion, or 72%, of the senior notes issued by NIIT, which we refer to collectively as the Consenting Creditors, and the Committee reached agreement regarding the terms of a revised plan of reorganization, which we refer to as the Revised Plan, that takes into account the impact of, and is contingent upon, the sale of Nextel Mexico. Certain debtors, the Consenting Creditors and the Committee entered into a Revised PSA that governs the respective parties' obligations in connection with the formulation, filing and solicitation of votes with respect to the Revised PSA. The Revised Plan will provide for, among other things, the distribution of a portion of the net proceeds of the sale of Nextel Mexico to holders of the senior notes issued by NII Capital Corp. and NIIT and for the conversion of the remaining balance of these senior notes into equity interests in the reorganized company. The Revised Plan will also include a settlement of certain estate claims and claims related to the purported release of certain guarantees of our NII Capital Corp. senior notes due 2016 and 2019. The terms of the Revised PSA do not provide for any return of value to equity holders. In addition, the Revised PSA requires, among other things, (i) the plan proponents to file and solicit votes on the Revised Plan; (ii) the consenting parties to vote in favor of and otherwise support the Revised Plan; and (iii) the parties thereto to use commercially reasonable efforts to obtain confirmation of the Revised Plan and consummate the transactions contemplated under the plan term sheet that is part of the Revised PSA. The Revised PSA may be terminated under various circumstances, including if the Revised Plan is not confirmed or is not confirmed by specified dates.

The Revised PSA also contemplates that certain of our creditors will provide up to $350.0 million in bridge loan financing while our Chapter 11 case is pending that would remain outstanding in order to provide us with the additional liquidity necessary to fund our business plan until the sale of Nextel Mexico is completed.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The circumstances leading to our decision

F-10

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

to seek relief under Chapter 11 and their impact on our business, including on our liquidity and the uncertainties associated with the Chapter 11 process, in combination with the potential impact of our failure to satisfy certain financial covenants under our existing debt obligations, raise substantial doubt about our ability to continue as a going concern. See Note 9 for more information on financial covenants. These consolidated financial statements do not include any adjustments that might result from the outcome of any of the uncertainties described herein.

Liabilities Subject to Compromise.

We have segregated liabilities and obligations whose treatment and satisfaction are dependent on the outcome of our reorganization in the Chapter 11 proceedings and have classified these items as liabilities subject to compromise. Generally, all actions to enforce or otherwise effect repayment of pre-petition liabilities of the debtors, as well as all pending litigation against the debtors, are stayed while we are subject to the Chapter 11 proceedings. The ultimate amount of and settlement terms for these types of liabilities will be subject to the claims resolution processes in the Chapter 11 cases and the terms of any plan of reorganization confirmed by the Bankruptcy Court in the Chapter 11 cases. Only those liabilities that are obligations of the debtors (and not the obligations of our operating subsidiaries that are not debtors in the Chapter 11 cases) are included in liabilities subject to compromise. These liabilities subject to compromise may vary significantly from the stated amounts of claims filed with the Bankruptcy Court. Obligations classified as liabilities subject to compromise may be subject to future adjustments depending on the decisions of the Bankruptcy Court in the Chapter 11 cases, further developments with respect to potential disputed claims and/or determination as to the value of any collateral securing claims or other events. Further, additional claims may arise subsequent to the Chapter 11 filing date resulting from the rejection of executory contracts and from a determination by the Bankruptcy Court, or agreed to by parties in interest, of allowed claims for contingencies and other disputed amounts.

We report interest expense incurred subsequent to our Chapter 11 filing date only to the extent that it will be paid during the cases or that it is probable that it will be an allowed claim. Principal and interest payments may not be made on pre-petition debt subject to compromise without approval from the Bankruptcy Court or until a plan of reorganization defining the repayment terms, if any, has been confirmed. Further, the Bankruptcy Code generally disallows the payment of post-petition interest that accrues with respect to unsecured or undersecured claims. As a result, we have not accrued interest that we believe is not probable of being treated as an allowed claim in the Chapter 11 cases. As a result, during the year ended December 31, 2014, we did not accrue interest aggregating $119.6 million on our NII Capital Corp. and NIIT senior notes subsequent to our Chapter 11 filing date.

As of December 31, 2014, we classified the entire principal balance of our NII Capital Corp. and NIIT senior notes, as well as interest that was accrued and due but unpaid prior to our Chapter 11 filing date, as liabilities subject to compromise in accordance with the requirements of reorganization accounting since these notes are obligations of the debtors. The components of our liabilities subject to compromise are as follows (in thousands):

	December 31, 2014
7.625% Capital Corp. senior notes due 2021	$	1,450,000
8.875% Capital Corp. senior notes due 2019	500,000
10.0% Capital Corp. senior notes due 2016	800,000
7.875% NII International Telecom S.C.A. senior notes due 2019	700,000
11.375% NII International Telecom S.C.A. senior notes due 2019	900,000
Total debt subject to compromise	4,350,000
Accrued interest on debt subject to compromise	203,010
Accounts payable	3,644
Accrued expenses and other	36,839
Total liabilities subject to compromise	$	4,593,493

F-11

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reorganization Items.

We classify all income, expenses, gains or losses that are incurred or realized as a result of the commencement of the Chapter 11 cases as reorganization items in our consolidated statements of comprehensive loss. In addition, we report professional fees and related costs associated with and incurred during the Chapter 11 cases as reorganization items. We also reclassify interest income earned by the debtors that would not have been earned but for our Chapter 11 filing as reorganization items. During 2014, we wrote off $8.6 million in net unamortized discounts and premiums, as well as $48.2 million in unamortized financing costs related to all series of our NII Capital Corp. and NIIT senior notes, both of which are included as reorganization items in our consolidated statements of comprehensive loss. We also recognized $14.8 million in professional fees and other costs related to our Chapter 11 filing as reorganization items in our consolidated statements of comprehensive loss for the year ended December 31, 2014.

In accordance with the requirements of reorganization accounting, the following are condensed combined financial statements of the debtor entities:

NII HOLDINGS, INC. AND CERTAIN SUBSIDIARIES (DEBTORS-IN-POSSESSION) (1) CONDENSED COMBINED BALANCE SHEET (in thousands)
	December 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	321,690
Short-term intercompany receivables	127,215
Accounts receivable, prepaid expenses and other	16,584
Total current assets	465,489
Property, plant and equipment, net	48,167
Intangible assets, net	18,000
Investments in and advances to non-debtor subsidiaries	423,163
Long-term intercompany receivables	1,712,199
Other assets	1,339
Total assets	$	2,668,357
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities not subject to compromise
Current liabilities
Accounts payable	$	1,996
Accrued expenses and other	20,257
Total current liabilities	22,253
Other long-term liabilities	4,805
Total liabilities not subject to compromise	27,058
Liabilities subject to compromise	4,593,493
Intercompany liabilities subject to compromise	12,570
Total liabilities	4,633,121
Total stockholders’ deficit	(1,964,764		)
Total liabilities and stockholders’ deficit	$	2,668,357

_______________________________________

(1) The condensed combined balance sheet above includes those subsidiaries of NII Holdings, Inc. that had filed voluntary petitions seeking protection under Chapter 11 of the U.S. Bankruptcy Code as of December 31, 2014. These debtor subsidiaries consisted of: Nextel International Services, Ltd.; NII Capital Corp.; NII Aviation, Inc.; NII Funding Corp.; NII Global Holdings, Inc.; NII International Telecom S.C.A.; NII International Holdings S.à r.l.; NII International Services S.à r.l.; Airfone Holdings, LLC; Nextel International (Uruguay), LLC; McCaw International (Brazil), LLC; and NII Mercosur, LLC.

F-12

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NII HOLDINGS, INC. AND CERTAIN SUBSIDIARIES (DEBTORS-IN-POSSESSION) (1) CONDENSED COMBINED STATEMENT OF COMPREHENSIVE LOSS (in thousands)
	Year Ended December 31,
	2014
Operating revenues	$	351
Operating expenses
Selling, general and administrative	148,538
Impairment and restructuring charges	63,393
Management fee and other	(49,010		)
Depreciation and amortization	19,309
	182,230
Operating loss	(181,879		)
Other expense
Interest expense, net	(287,630		)
Intercompany interest expense	(50		)
Interest income	900
Intercompany interest income	34,507
Equity in losses of non-debtor subsidiaries	(1,460,247		)
Other income, net	8,302
	(1,704,218		)
Loss before reorganization items and income tax provision	(1,886,097		)
Reorganization items	(71,601		)
Income tax provision	—
Net loss	$	(1,957,698	)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment	$	(340,847	)
Reclassification adjustment for sale of Nextel Chile	(33,885		)
Other	(544		)
Other comprehensive loss	(375,276		)
Net loss	(1,957,698		)
Total comprehensive loss	$	(2,332,974	)

_______________________________________

(1) The condensed combined statement of comprehensive loss above includes those subsidiaries of NII Holdings, Inc. that had filed voluntary petitions seeking protection under Chapter 11 of the U.S. Bankruptcy Code as of December 31, 2014. These debtor subsidiaries consisted of: Nextel International Services, Ltd.; NII Capital Corp.; NII Aviation, Inc.; NII Funding Corp.; NII Global Holdings, Inc.; NII International Telecom S.C.A.; NII International Holdings S.à r.l.; NII International Services S.à r.l.; Airfone Holdings, LLC; Nextel International (Uruguay), LLC; McCaw International (Brazil), LLC; and NII Mercosur, LLC.

F-13

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NII HOLDINGS, INC. AND CERTAIN SUBSIDIARIES (DEBTORS-IN-POSSESSION) (1) CONDENSED COMBINED STATEMENT OF CASH FLOWS (in thousands)
	Year Ended December 31,
	2014
Cash flows from operating activities:
Net loss	$	(1,957,698	)
Adjustments to reconcile net loss to net cash used in operating activities	1,606,769
Net cash used in operating activities	(350,929		)
Cash flows from investing activities:
Capital expenditures	(7,012		)
Proceeds from sales of fixed assets	32,390
Proceeds from sales of investments	198,007
Intercompany long-term loans	(542,000		)
Investments in and advances to non-debtor subsidiaries	(124,532		)
Changes in restricted cash	25,300
Net cash used in investing activities	(417,847		)
Cash flows from financing activities:
Repayments under capital lease and other	(42,414		)
Other, net	(396		)
Net cash used in financing activities	(42,810		)
Net decrease in cash and cash equivalents	(811,586		)
Cash and cash equivalents, beginning of year	1,133,276
Cash and cash equivalents, end of year	$	321,690

_______________________________________

(1) The condensed combined statement of cash flows above includes those subsidiaries of NII Holdings, Inc. that had filed voluntary petitions seeking protection under Chapter 11 of the U.S. Bankruptcy Code as of December 31, 2014. These debtor subsidiaries consisted of: Nextel International Services, Ltd.; NII Capital Corp.; NII Aviation, Inc.; NII Funding Corp.; NII Global Holdings, Inc.; NII International Telecom S.C.A.; NII International Holdings S.à r.l.; NII International Services S.à r.l.; Airfone Holdings, LLC; Nextel International (Uruguay), LLC; McCaw International (Brazil), LLC; and NII Mercosur, LLC.

F-14

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.    Summary of Significant Accounting Policies

Use of Estimates.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States, or the U.S., requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, actual results to be reported in future periods could differ from our estimates.

Principles of Consolidation.  The consolidated financial statements include the accounts of NII Holdings and our subsidiaries. Our decision to consolidate an entity is based on our control of the entity through direct and indirect majority interest in the entity. We eliminate all significant intercompany transactions, including intercompany profits and losses, in consolidation.

We refer to our subsidiaries by the countries in which they operate, such as Nextel Brazil, Nextel Mexico and Nextel Argentina.

Concentrations of Risk.  All of our revenues are generated from our operations located in Brazil, Mexico and Argentina. Regulatory entities in each country regulate the licensing, construction, acquisition, ownership and operation of our networks, and certain other aspects of our business, including some of the rates we charge our subscribers. Changes in the current telecommunications statutes or regulations in any of these countries could adversely affect our business. In addition, as of December 31, 2014 and 2013, $4.7 billion and $6.4 billion, respectively, of our assets were owned by Nextel Brazil and Nextel Mexico. Political, financial and economic developments in Brazil and Mexico could impact the recoverability of our assets.

Motorola Solutions is the primary supplier for iDEN network equipment, and Motorola Mobility is the primary supplier of iDEN handsets. We expect to continue to rely on Motorola Solutions and Motorola Mobility for iDEN network equipment and handsets. The recent significant reduction in demand for iDEN network equipment and handsets may make it uneconomical for Motorola Solutions to continue to provide the same level of ongoing support for our iDEN networks and could also affect Motorola Mobility's ability or willingness to provide iDEN handsets. As a result, we may not be able to adequately service our existing iDEN subscribers or attract new iDEN subscribers. The impact of this transition is particularly significant in Argentina where we do not currently hold spectrum that supports the deployment of a WCDMA or LTE network.

Financial instruments that potentially subject us to significant amounts of credit risk consist of cash, cash equivalents, short-term investments and accounts receivable. Our cash and cash equivalents are deposited with high-quality financial institutions. At times, we maintain cash balances in excess of Federal Deposit Insurance Corporation (or the foreign country equivalent institution) limits. Our short-term investments are composed of investments in U.S. treasury securities, investments in corporate bonds and certain investments made by Nextel Brazil and Nextel Argentina. See Note 10 for further information. Our accounts receivable are generally unsecured. In some cases, for certain higher risk subscribers, we require a subscriber deposit. We routinely assess the credit worthiness of our subscribers and maintain allowances for probable losses, where necessary.

Foreign Currency.  We translate the results of operations for our non-U.S. subsidiaries and affiliates from the designated functional currency to the U.S. dollar using average exchange rates during the relevant period, while we translate assets and liabilities at the exchange rate in effect at the reporting date. We translate equity balances at historical rates. We report the resulting gains or losses from translating foreign currency financial statements as other comprehensive income or loss.

In general, monetary assets and liabilities held by our operating subsidiaries that are denominated in U.S. dollars give rise to realized and unrealized foreign currency transaction gains and losses, which we record in the consolidated statement of comprehensive loss as foreign currency transaction losses, net. We report the effects of changes in exchange rates associated with certain U.S. dollar-denominated intercompany loans and advances to our foreign subsidiaries that are of a long-term investment nature as other comprehensive income or loss in our consolidated financial statements. We have determined that certain U.S. dollar-denominated intercompany loans and advances to Nextel Brazil are of a long-term investment nature.

The authorities in some of our markets have, from time to time, used formal and informal restrictions to limit the convertibility of currency and our ability to repatriate capital from our market operations to their parent companies. For example, the Argentine government continues to impose formal and informal limitations on our ability to repatriate funds and repay intercompany contractual obligations.

Cash and Cash Equivalents.  We consider all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents primarily consist of money market funds and other similarly structured funds. As of December 31, 2014 and 2013, we had $200.3 million and $738.9 million, respectively, in time deposits.

Short-Term Investments.  We classify investments in debt securities as available-for-sale as of the balance sheet date and report them at fair value. We record unrealized gains and losses, net of income tax, as other comprehensive income or loss. We

F-15

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

report realized gains or losses, as determined on a specific identification basis, and other-than-temporary declines in value, if any, in net other expense in our consolidated statement of comprehensive loss. We assess declines in the value of individual investments to determine whether the decline is other-than-temporary and thus the investment is impaired. We make these assessments by considering available evidence, including changes in general market conditions, specific industry and individual company data, the length of time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the individual company and our intent and ability to hold the investment. See Note 10 for additional information.

Handset and Accessory Inventory.  We record handsets and accessories at the lower of cost or market. We determine cost by the weighted average costing method. We expense handset costs at the time of sale and classify such costs in cost of handsets and accessories. Inventory cost includes amounts associated with non-income based taxes.

We analyze the net realizable value and replacement cost of handset and accessory inventory on a periodic basis. This analysis includes an assessment of the obsolescence of individual devices, our sales forecasts and other factors. For the years ended December 31, 2014, 2013 and 2012, we recorded losses related to inventory obsolescence of $40.8 million, $70.2 million and $1.5 million, respectively, which included $14.1 million in 2013 related to expected losses on firm purchase commitments.

Property, Plant and Equipment.  We record property, plant and equipment, including improvements that extend useful lives or enhance functionality, at cost, while we charge maintenance and repairs to operations as incurred. We capitalize internal and external costs incurred to develop internal-use software, which consist primarily of costs related to configuration, interfaces, installation and testing. We also capitalize internal and external costs incurred to develop specified upgrades and enhancements if they result in significant additional functionalities for our existing software. We expense all costs related to evaluation of software needs, data conversion, training, maintenance and other post-implementation operating activities.

We calculate depreciation using the straight-line method based on estimated useful lives ranging from 3 to 30 years for network equipment, communication towers and software and 3 to 10 years for office equipment, furniture and fixtures, and other, which includes non-network internal use software. We include depreciation expense on our capital leases in accumulated depreciation. We amortize leasehold improvements over the shorter of the lease terms or the useful lives of the improvements.

Construction in progress includes internal and external labor, materials, transmission and related equipment, engineering, site development, interest and other costs relating to the construction and development of our digital wireless networks. We do not depreciate assets under construction until they are ready for their intended use. We capitalize interest and other costs, including labor and software upgrades, which are applicable to the construction of, and significant improvements that enhance functionality to, our network equipment.

We periodically review the depreciation method, useful lives and estimated salvage value of our property, plant and equipment and revise those estimates if current estimates are significantly different from previous estimates.

During the fourth quarter of 2013, we reviewed the useful lives of our communication towers and determined that the useful lives of some of these towers should be increased to 30 years compared to the 10- or 15-year useful lives over which we were previously depreciating these sites. As a result of this change in useful lives, our depreciation expense decreased by approximately $80.0 million in 2014.

Asset Retirement Obligations.  We record an asset retirement obligation and an associated asset retirement cost when we have a legal obligation in connection with the retirement of tangible long-lived assets. Our obligations arise from certain of our leases and relate primarily to the cost of removing our communication towers and network equipment from leased sites. We recognize an asset retirement obligation, and the associated asset retirement cost, in the period in which it is incurred at fair value computed using discounted cash flow techniques. The liability is then accreted over time until the obligation is settled and the asset retirement cost is depreciated over the useful life of the related assets.

We make adjustments for changes to either the timing or amount of the estimated future settlement obligation in the period incurred. We recognize increases in the present value of the asset retirement obligations as an additional liability and add this amount to the carrying amount of the associated asset retirement cost. We record decreases as a reduction in both the recorded liability and the carrying amount of the associated asset retirement cost. To the extent that the decrease in the recorded liability exceeds the carrying amount of the associated asset retirement cost, we record the excess as a component of operating income. For the year ended December 31, 2013, we recorded a $75.9 million reduction to our asset retirement obligations as the result of a change in the timing and amount of estimated future settlements, of which $48.3 million represented the amount of the liability that was in excess of the carrying amount of the associated asset retirement cost.

As of December 31, 2014 and 2013, our asset retirement obligations were as follows (in thousands):

F-16

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	2014			2013
Balance, January 1	$	49,879		$	102,465
New asset retirement obligations	8,718			18,292
Change in assumptions	(2,096		)	(75,900		)
Accretion	6,531			17,171
Settlement of asset retirement obligations	(9,844		)	323
Foreign currency translation and other	(9,650		)	(12,472		)
Balance, December 31	$	43,538		$	49,879

Derivative Financial Instruments.  We enter into derivative transactions for risk management purposes only. We have not and will not enter into any derivative transactions for speculative or profit generating purposes. As of December 31, 2014 and 2013, the values of our derivative instruments were not material.

Valuation of Long-Lived Assets.  We review long-lived assets such as property, plant and equipment and identifiable intangible assets with definite useful lives, which include our licenses, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the total of the expected undiscounted future cash flows of the asset or asset group is less than the carrying amount of the asset, we recognize a loss, if any, for the difference between the fair value and carrying value of the asset.

Intangible Assets.  Substantially all of our intangible assets are wireless telecommunications licenses. We amortize our intangible assets using the straight-line method over the estimated period benefited. We amortize licenses acquired after our emergence from reorganization in 2002 over their estimated useful lives of 3 to 20 years. In the countries in which we operate, licenses are customarily issued conditionally for specified periods of time ranging from 10 to 40 years, including renewals. The licenses are generally renewable provided the licensee has complied with applicable rules and policies. We believe we have complied with these standards in all material respects. However, the political and regulatory environments in the markets we serve are continuously changing and, in many cases, the renewal fees could be significant. Therefore, we do not view the renewal of our licenses to be perfunctory. In addition, the wireless telecommunications industry is experiencing significant technological change, and the commercial life of any particular technology is difficult to predict. Our licenses in Mexico give us the right to use 800 MHz spectrum that is non-contiguous, and the iDEN technology is the only commercially available technology that operates on non-contiguous spectrum. As a result, our ability to deploy new technologies using 800 MHz spectrum in Mexico may be limited. In light of these uncertainties, we classify our licenses as definite lived intangible assets.

Revenue Recognition.  Operating revenues primarily consist of wireless service revenues and revenues generated from the sale of handsets and accessories. We present our operating revenues net of value-added taxes, but we include certain revenue-based taxes that are our primary obligation.

Service revenues primarily consist of fixed monthly access charges. Other components of service revenue include revenues from calling party pays programs, where applicable, variable charges for airtime usage in excess of plan minutes, long-distance charges, international roaming revenues derived from calls placed by our subscribers on other carriers’ networks and revenues generated from broadband data services we provide on our WCDMA networks, net of credits and adjustments for service discounts and value-added taxes. We recognize excess usage, local, long distance and calling party pays revenue at contractual rates per minute as minutes are used. We record cash received in excess of revenues earned as deferred revenues. We recognize service revenue as service is provided. We recognize handset revenue when title and risk of loss passes to the customer.

We bill excess usage to certain of our subscribers in arrears. In order to recognize the revenues originating from excess usage subsequent to subscriber invoicing, we estimate the unbilled portion based on the usage that the handset had during the part of the month already billed, and we use this actual usage to estimate the unbilled usage for the rest of the month taking into consideration working days and seasonality. Our estimates are based on our experience in each market. We periodically evaluate our estimates by comparing them to actual excess usage revenue billed the following month. While our estimates have been consistent with our actual results, actual usage in future periods could differ from our estimates.

Other revenues primarily include amounts generated from our handset maintenance programs, roaming revenues generated from other companies’ subscribers that roam on our networks and co-location rental revenues from third party tenants that rent space on our towers. We recognize revenue generated from our handset maintenance programs on a monthly basis at fixed amounts over the service period. We recognize roaming revenues at contractual rates per minute as minutes are used. We recognize co-location revenues from third party tenants on a monthly basis based on the terms set by the underlying agreements.

F-17

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue-Based Taxes.  We record revenue-based taxes and other excise taxes on a gross basis as a component of both service and other revenues and selling, general and administrative expenses in our consolidated financial statements. For the years ended December 31, 2014, 2013 and 2012, we had $120.6 million, $166.0 million and $211.5 million, respectively, in revenue-based taxes and other excise taxes.

Accounts Receivable. Accounts receivable represents amounts due from subscribers, net of an allowance for doubtful accounts, and includes amounts that have been billed to customers and amounts that have not yet been billed. Trade accounts receivable consists of fixed monthly charges, as well as charges for excess and roaming minutes used in arrears.

Allowance for Doubtful Accounts.  We establish an allowance for doubtful accounts receivable sufficient to cover probable and reasonably estimated losses. We estimate this allowance based on historical experience, aging of accounts receivable and individual subscriber payment history. While we believe that the estimates we use are reasonable, actual results could differ from those estimates.

Subscriber Related Direct Costs.  We recognize all costs of handset sales when title and risk of loss passes upon delivery of the handset to the subscriber.

Advertising Costs.  We expense costs related to advertising and other promotional expenditures as incurred. Advertising costs totaled $146.9 million, $142.5 million and $159.8 million during the years ended December 31, 2014, 2013 and 2012, respectively.

Stock-Based Compensation.  We measure and recognize compensation expense for all stock-based compensation awards based on estimated fair values. We account for share-based awards exchanged for employee services in accordance with the authoritative guidance for stock compensation. Under the guidance, stock compensation expense is measured at the grant date, based on the estimated fair value of the award when settled in shares, and is recognized, net of estimated forfeitures, over the employee's requisite service period. Compensation expense is amortized on a straight-line basis over the requisite service period for the entire award, which is generally the maximum vesting period of the award. Our stock options and restricted shares generally vest thirty-three percent per year over a three-year period. See Note 14 for more information.

Net Loss Per Common Share, Basic and Diluted.  Basic net loss per common share is computed by dividing adjusted net loss attributable to common shares by the weighted average number of common shares outstanding for the period. Diluted net loss per common share reflects the potential dilution of securities that could participate in our earnings, but not securities that are antidilutive, including stock options with an exercise price greater than the average market price of our common stock.

Our unvested restricted stock awards, or RSAs, contain non-forfeitable rights to dividends, whether paid or unpaid. As a result, our RSAs are considered participating securities because their holders have the right to participate in earnings with common stockholders. We use the two-class method to allocate net income between common shares and other participating securities.

As presented for the years ended December 31, 2014, 2013 and 2012, our calculation of diluted net loss per common share is based on the weighted average number of common shares outstanding during the period and does not include other potential common shares, including shares issuable upon the potential exercise of stock options under our stock-based employee compensation plans or restricted common shares issued under those plans. In addition, for the years ended December 31, 2014, 2013 and 2012, we did not include 5.4 million, 10.8 million or 16.8 million stock options, respectively, and 0.9 million, 2.8 million or 2.0 million in restricted stock, respectively, in our calculation of diluted net loss per common share because their effect would have been antidilutive to our net loss per common share for those periods.

Income Taxes. We account for income taxes using the asset and liability method, under which we recognize deferred income taxes for the tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. We recognize the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. We provide a valuation allowance against deferred tax assets if, based upon the weight of available evidence, we do not believe it is “more-likely-than-not” that some or all of the deferred tax assets will be realized.

Reclassifications. We have reclassified some prior period amounts in our consolidated financial statements to conform to our current year presentation.

New Accounting Pronouncements.  On May 28, 2014, the Financial Accounting Standards Board, or the FASB, issued new authoritative guidance surrounding revenue recognition, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This new authoritative guidance will replace

F-18

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

most existing revenue recognition guidance when it becomes effective. The new standard is effective on January 1, 2017, and early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that the new revenue recognition guidance will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

On April 10, 2014, the FASB issued new authoritative guidance surrounding discontinued operations and disclosures of components of an entity, which updates the definition of discontinued operations. Going forward only those disposals of components of an entity that represent a strategic shift that has or will have a major effect on an entity's operations and financial results will be reported as discontinued operations in a company's financial statements. The new standard is effective for disposals of components of an entity that occur within annual periods beginning on or after December 15, 2014, and early adoption is permitted. We intend to adopt this standard in the first quarter of 2015. We do not expect the adoption of this standard to have a material impact on our financial statements.

On August 27, 2014, the FASB issued new authoritative guidance surrounding the evaluation and disclosures of uncertainties about an entity's ability to continue as a going concern. The new guidance requires management to perform an assessment of going concern and, under certain circumstances, disclose information regarding this assessment in the footnotes to the financial statements.  The new standard is effective for periods beginning after December 15, 2016. We intend to adopt this standard in the first quarter of 2017. We do not expect the adoption of this standard to have a material impact on our financial statements.

4.    Impairment and Restructuring Charges

Asset Impairments.

In accordance with the FASB's authoritative guidance on the impairment and disposal of long-lived assets, we review our long-lived assets for impairment whenever events and circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. The recoverability of an asset or asset group held and used is measured by a comparison of the carrying amount of the asset or asset group to the estimated and undiscounted future cash flows expected to be generated by the asset or asset group.

Although we plan to continue to support our operations in Argentina, we are also exploring various strategic options for this market, such as partnerships, service arrangements and asset sales, to maximize the value of Nextel Argentina and generate additional liquidity. As a result of the review of our long-lived assets and our exploration of strategic options for Nextel Argentina in 2014, we determined that the carrying value of Nextel Argentina's asset group, which includes all of the operating assets and liabilities held by our Argentine segment, was not recoverable. Accordingly, we recorded a non-cash asset impairment charge of $84.7 million to reduce the carrying amount of the asset group to its estimated fair value. We estimated the fair value of Nextel Argentina's asset group using assumed proceeds from a potential disposition, which is a Level 3 input within the fair value hierarchy under the FASB's authoritative guidance on fair value measurements. During 2014, we also tested the long-lived assets in our Nextel Brazil and Nextel Mexico segments for recoverability and, based on our estimates of undiscounted cash flows, determined the carrying values to be recoverable. Our estimates of undiscounted cash flows for each asset group exceeded the carrying value of the respective asset groups.

In 2014, we evaluated strategic options for the next generation of our push-to-talk services and determined that, for one of these options, further development was no longer probable. As a result, we recognized a $47.9 million asset impairment charge, $5.1 million of which was recognized by Nextel Mexico and the remainder of which was recognized at the corporate level.

We recognized a $6.4 million asset impairment charge at the corporate level related to the sale of our corporate aircraft in 2014.

During 2014, we also recognized $25.5 million in asset impairment charges, the majority of which related to the shutdown or abandonment of approximately 300 transmitter and receiver sites in Brazil and Mexico and about 50 retail store closures in Brazil related to the realignment of our distribution channels.

In 2013, we discontinued the use of software previously developed to support our customer relationship management systems. As a result of this evaluation, in the first quarter of 2013, we recognized an asset impairment charge of $85.3 million related to the discontinuation of this software, of which $76.3 million was recognized at the corporate level and $9.0 million was recognized by Nextel Mexico.

F-19

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We recognized a $5.9 million asset impairment at the corporate level in 2013 related to the discontinuation of the development of certain network features.

During 2012, we recognized $22.8 million in asset impairment charges, the majority of which related to the write-off of certain information technology projects at the corporate level.

Restructuring Charges.

During 2014, we recognized $48.4 million in severance and related costs as a result of the termination of employees at the corporate level and in our markets. These actions included the separation of:

• approximately 85 employees at the corporate level, all of whom were severed in the second quarter of 2014;

• approximately 800 employees in Brazil, all of whom were severed in the third quarter of 2014;

• approximately 1,170 employees in Mexico, 800 of whom were severed in the second quarter of 2014 and the remainder of whom were severed in the third quarter of 2014; and

• about 20 employees in Argentina, all of whom were severed in the second half of 2014.

We terminated these employees in an effort to streamline our organizational structure and reduce general and administrative expenses.

In 2009, we outsourced our network operations to a third party. During 2013, we restructured and amended this agreement, reduced the scope of the services provided, added terms to facilitate the transition of those services to us and established the terms on which further transitions of services and the termination of the arrangements could be implemented in each of our markets. Under the outsourcing agreements in effect prior to this restructuring, we classified a portion of the base contractual fees as a prepayment and were recognizing this prepayment over the life of the previous agreement. As a result of this restructuring, we recognized a non-cash charge of $38.2 million relating to the write-off of the remainder of the prepayment during 2013. In 2014, we settled certain refund claims related to this outsourcing agreement, which resulted in a restructuring benefit of $3.2 million.

During 2014, we recognized a $4.5 million charge related to the cessation of our utilization of certain network services in Brazil.

In 2013, we recognized $30.1 million in restructuring charges, the majority of which was related to the separation of approximately 800 employees at the corporate level and in Mexico, in connection with an organizational realignment plan that we designed to simplify the roles and responsibilities of both our headquarters and market organizations and to reduce general and administrative expenses.

During 2013, we recognized $6.8 million in contract termination costs incurred in connection with the sublease of certain excess space located in one of our corporate office buildings.

During 2012, we recognized $7.6 million in restructuring charges at the corporate level, primarily related to the separation of approximately 50 employees in conjunction with certain actions taken to realign resources and roles between our corporate headquarters and operating segments.

Total impairment and restructuring charges for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands):

F-20

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	December 31,
	2014		2013		2012
Brazil	$	41,492	$	24,515	$	2,437
Mexico	26,256		39,057		439
Argentina	89,601		7,908		73
Corporate	63,393		97,063		27,452
Total impairment and restructuring charges	$	220,742	$	168,543	$	30,401

As of December 31, 2014, the total of our accrued restructuring charges that we expect to pay in 2015 were as follows (in thousands):

Balance, January 1, 2014	$	15,410
Restructuring charges	56,260
Cash payments	(63,420		)
Balance, December 31, 2014	$	8,250

5.    Discontinued Operations

Impairment and Sale of Nextel Chile. In the second quarter of 2014, we determined that the carrying value of Nextel Chile's assets was not recoverable. As a result, we recognized a non-cash impairment charge of $127.5 million to impair the carrying amount of Nextel Chile's assets. We estimated the fair value of Nextel Chile's assets using short-term projections of cash flows, as well as assumed proceeds from a potential disposition of some or all of the assets. The impairment charge we recognized in the second quarter of 2014 reduced the carrying value of Nextel Chile's net assets to a nominal amount and is included as a component of operating expenses for the year ended December 31, 2014 in the table below.

In August 2014, our wholly-owned subsidiaries NII Mercosur Telecom, S.L., NII Mercosur Moviles, S.L. and NII International Telecom S.C.A. completed the sale of all of the outstanding equity interests of our wholly-owned subsidiary, Nextel Chile S.A., or Nextel Chile, to Fucata, S.A. for a de minimus amount. During the third quarter of 2014, we recognized a $32.7 million gain on the disposal of Nextel Chile, which included the reclassification of accumulated other comprehensive income related to Nextel Chile's cumulative translation adjustment to loss from discontinued operations in connection with this sale.

Sale of Nextel Peru. In August 2013, we, together with our wholly-owned subsidiaries NII Mercosur Telecom, S.L. and NII Mercosur Moviles, S.L., completed the sale of all of the outstanding equity interests of our wholly-owned subsidiary, Nextel del Peru, S.A., or Nextel Peru, to Empresa Nacional de Telecomunicaciones S.A. and one of its subsidiaries, Entel Inversiones, S.A., which we refer to collectively as Entel, for $405.5 million in cash, which includes $50.0 million that was deposited in escrow on our behalf to satisfy potential indemnification claims. In 2013, we recognized a $2.8 million loss on the disposal of Nextel Peru in connection with this sale. In April 2014, we released $7.5 million of the amounts held in escrow to Entel as a result of the settlement of certain indemnification claims, and in February 2015, we released an additional $2.0 million as a result of the settlement of certain tax indemnification claims. The remaining funds held in escrow continue to be available to satisfy potential future indemnification claims.

In connection with the sale of Nextel Chile and Nextel Peru, we have reported the results of these operating companies as discontinued operations in our consolidated financial statements. Accordingly, we reclassified Nextel Chile's and Nextel Peru's results of operations for all periods presented to reflect Nextel Chile and Nextel Peru as discontinued operations. Unless otherwise noted, amounts included in these notes to our consolidated financial statements exclude amounts attributable to discontinued operations. The major components of loss from discontinued operations related to Nextel Chile and Nextel Peru were as follows (in thousands):

F-21

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Year Ended December 31,
	2014			2013			2012
Operating revenues	$	38,596		$	265,979		$	393,227
Operating expenses	(228,578		)	(443,166		)	(1,010,229		)
Other expense, net	(19,989		)	(34,576		)	(2,443		)
Loss before income tax provision	(209,971		)	(211,763		)	(619,445		)
Income tax provision	—			(900		)	(63,965		)
	(209,971		)	(212,663		)	(683,410		)
Gain (loss) on disposal of Nextel Chile and Nextel Peru	29,585			(2,848		)	—
Loss from discontinued operations, net of income taxes	$	(180,386	)	$	(215,511	)	$	(683,410	)

The components of assets and liabilities related to discontinued operations as of December 31, 2013, all of which related to Nextel Chile, consisted of the following (in thousands):

	December 31, 2013
ASSETS
Cash and cash equivalents	$	3,448
Accounts receivable, net of allowance for doubtful accounts of $6,762	11,157
Handset and accessory inventory	5,965
Prepaid expenses and other	38,526
Property, plant and equipment, net	50,515
Intangible assets, net	13,300
Other assets	46,020
Total assets	$	168,931
LIABILITIES
Accounts payable	$	22,928
Accrued expenses and other	13,841
Other long-term liabilities	5,326
Total liabilities	$	42,095

F-22

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.    Property, Plant and Equipment

The components of our property, plant and equipment are as follows:

	December 31,
	2014			2013
	(in thousands)
Land	$	6,777		$	7,663
Building and leasehold improvements	137,235			190,258
Network equipment, communication towers and network software	4,074,786			4,735,361
Software, office equipment, furniture and fixtures and other	678,300			753,665
Corporate aircraft	—			42,747
Less: Accumulated depreciation and amortization	(2,669,566		)	(2,907,939		)
	2,227,532			2,821,755
Construction in progress	205,401			515,790
	$	2,432,933		$	3,337,545

7.    Intangible Assets

Our intangible assets include the following:

	December 31, 2014							December 31, 2013
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
						(in thousands)
Amortizable intangible assets:
Licenses	$	1,091,405	$	(287,281	)	$	804,124	$	1,205,450	$	(243,081	)	$	962,369
Total amortizable intangible assets	$	1,091,405	$	(287,281	)	$	804,124	$	1,205,450	$	(243,081	)	$	962,369

Based on the carrying amount of intangible assets as of December 31, 2014 and current exchange rates, we estimate amortization expense for each of the next five years to be as follows (in thousands):

Years	Estimated Amortization Expense
2015	$	75,922
2016	75,922
2017	75,922
2018	75,922
2019	75,922

Actual amortization expense to be reported in future periods could differ from these estimates as a result of additional acquisitions of intangibles, as well as changes in exchange rates and other relevant factors. As of both December 31, 2014 and December 31, 2013, the balance of our indefinite lived intangible assets was $18.0 million. In addition, the weighted average useful life of the intangible assets we acquired during the year ended December 31, 2014 was 15 years.

F-23

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.    Supplemental Balance Sheet and Cash Flow Information

Prepaid Expenses and Other.

The components are as follows:

	December 31,
	2014		2013
	(in thousands)
Value-added taxes	$	137,699	$	207,951
Income taxes	19,632		59,054
Other prepaid assets	97,573		90,108
Other current assets	74,293		40,461
	$	329,197	$	397,574

Restricted Cash.

As of December 31, 2014, we had $107.8 million in restricted cash, the majority of which was included in other long-term assets and was comprised of cash held in escrow in connection with the sale of Nextel Peru, judicial deposits in Nextel Brazil and a debt service reserve account related to Nextel Mexico's equipment financing facility.

As of December 31, 2013, we had $120.5 million in restricted cash, the majority of which was included in other long-term assets and was comprised of cash held in escrow in connection with the sale of Nextel Peru, a debt service reserve account related to Nextel Mexico's equipment financing facility, judicial deposits in Nextel Brazil, purchase commitments for handsets and cash collateral supporting the lease of our corporate headquarters.

Accrued Expenses and Other.

The components are as follows:

	December 31,
	2014		2013
	(in thousands)
Capital expenditures	$	106,295	$	290,036
Non-income based taxes	87,127		114,360
Payroll related items and commissions	66,598		89,435
Network system and information technology	62,229		92,109
Accrued interest	10,574		128,509
Other	230,165		244,610
	$	562,988	$	959,059

Accumulated Other Comprehensive Loss.  As of December 31, 2014 and 2013, the tax impact on our accumulated other comprehensive loss was not material. The components of our accumulated other comprehensive loss, net of taxes, are as follows:

	December 31, 2014			December 31, 2013
	(in thousands)
Cumulative foreign currency translation adjustment	$	(1,326,003	)	$	(951,271	)
Other	(5,350		)	(4,806		)
	$	(1,331,353	)	$	(956,077	)

As of December 31, 2014, our consolidated cumulative foreign currency translation adjustment included $672.4 million in Brazil, $400.3 million in Mexico and $262.8 million in Argentina. During the third quarter of 2014, we reclassified $33.9 million of accumulated other comprehensive income to loss from discontinued operations in connection with the sale of Nextel Chile. See Note 5 for more information.

F-24

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Cash Flow Information.

	Year Ended December 31,
	2014			2013		2012
	(in thousands)
Capital expenditures
Cash paid for capital expenditures, including capitalized interest	$	612,161		$	620,895	$	953,882
Change in capital expenditures accrued and unpaid or financed, including   accreted interest capitalized	(183,741		)	251,199		351,814
	$	428,420		$	872,094	$	1,305,696
Interest costs
Interest expense, net	$	449,345		$	526,530	$	359,795
Interest capitalized	32,541			78,254		127,189
	$	481,886		$	604,784	$	486,984
Acquisitions of assets and business combinations
Fair value of licenses and other assets acquired	$	31,861		$	53,066	$	100,185
Less: liabilities assumed and deferred tax liabilities incurred	—			—		—
Less: cash acquired	—			—		—
	$	31,861		$	53,066	$	100,185
Cash paid for interest, net of amounts capitalized	$	310,230		$	389,064	$	290,131
Cash paid for income taxes	$	24,544		$	39,292	$	269,597

For the year ended December 31, 2014, we had $319.6 million in non-cash financing, primarily related to capital lease obligations recognized in Brazil and Mexico in connection with the leaseback of communication towers and borrowings under our equipment financing facility in Mexico. For the year ended December 31, 2013 and 2012, we had $213.5 million and $194.5 million, respectively, in non-cash financing, primarily related to borrowings under our equipment financing facilities in Mexico, the short-term financing of imported handsets and infrastructure in Brazil and co-location capital lease obligations on our communication towers in Brazil and Mexico.

9.    Debt

Chapter 11 Filing. On September 15, 2014, NII Holdings, Inc. and eight of its U.S. and Luxembourg-domiciled subsidiaries, including NII Capital Corp. and NIIT, filed voluntary petitions seeking relief under Chapter 11 in the Bankruptcy Court. Since September 15, 2014, five additional subsidiaries of NII Holdings, Inc. have filed voluntary petitions seeking relief under Chapter 11 in the Bankruptcy Court, with four subsidiaries filing on October 8, 2014 and one subsidiary filing on January 25, 2015. These Chapter 11 filings constituted an event of default under the NII Capital Corp. and NIIT senior notes; however, the holders of these senior notes are currently precluded from taking any action with respect to such events of default under the Bankruptcy Code. As a result of the commencement of the Chapter 11 cases, the obligations evidenced by the NII Capital Corp. and NIIT senior notes are included in liabilities subject to compromise on our consolidated balance sheet as of December 31, 2014. See Note 2 for more information. The financings included in the table below are considered not subject to compromise.

F-25

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	December 31,
	2014			2013
	(in thousands)
NII Capital Corp. senior notes, net	$	—		$	2,729,321
NII International Telecom, S.C.A. senior notes, net	—			1,609,962
Bank loans	343,915			444,268
Brazil equipment financing	366,937			352,725
Mexico equipment financing	322,993			300,832
Mexico capital lease and tower financing obligations	264,130			194,227
Brazil capital lease and tower financing obligations	213,163			122,499
Corporate aircraft capital lease	—			35,736
Other	1,254			3,901
Total debt	1,512,392			5,793,471
Less: current portion	(777,569		)	(96,839		)
	$	734,823		$	5,696,632

Bank Loans.

In December 2011, Nextel Brazil borrowed funds from two Brazilian banks and utilized the proceeds of those borrowings to repay the remaining unpaid purchase price relating to the spectrum it acquired in June 2011. Both of the loans from the Brazilian banks were denominated in Brazilian reais. In the first of the two local bank financings, we borrowed the equivalent of $351.8 million that was required to be repaid semi-annually over a five-year period with principal payable beginning in May 2014. In the second quarter of 2013, we repaid all amounts outstanding under this local bank financing utilizing a portion of the proceeds from the issuance of our 7.875% senior notes. In the second transaction, we borrowed the equivalent of $341.2 million that is required to be repaid quarterly over a seven-year period beginning March 2014. The loan accrues interest at a floating interest rate of 115% of the Brazilian local borrowing rate (13.40% and 11.39% as of December 31, 2014 and 2013, respectively). Because this loan is denominated in Brazilian reais, the payments for principal and interest will fluctuate in U.S. dollars based on changes in the exchange rate of the Brazilian real relative to the U.S. dollar.

In October 2012, Nextel Brazil entered into a Brazilian real-denominated bank loan agreement, under which Nextel Brazil borrowed the equivalent of approximately $196.9 million. This loan agreement has a floating interest rate equal to 113.9% of the local Brazilian borrowing rate (13.27% and 11.28% as of December 31, 2014 and 2013, respectively). Borrowings under this loan agreement have a three-year borrowing period, a two-year repayment term beginning in 2015 and a final maturity of October 2017.

As of December 31, 2014, we were not in compliance with the net debt financial covenants included in each of Nextel Brazil's outstanding local bank loans. Because of our noncompliance at the December 31 measurement date, we classified the principal amounts outstanding under these local bank loans as current liabilities in our consolidated balance sheet as of December 31, 2014. In February 2015, Nextel Brazil and the lenders providing the local bank loans entered into standstill agreements under which the lenders agreed that they would not seek remedies under the provisions of the agreements related to Nextel Brazil's failure to satisfy the financial covenants in the loan agreements in the period before September 15, 2015 and that further principal repayment obligations due between the signing date and September 15, 2015 would be suspended. In addition, the standstill agreements formally commit the lenders to sign amendments, which we refer to as the second amendments, once certain conditions are met that implement permanent amendments to the terms of the local bank loans, including with respect to the financial covenants and principal repayment schedule for these loans. Among others, these conditions include:

• our emergence from the Chapter 11 proceedings on or prior to September 15, 2015;

• the absence of an insolvency event involving Nextel Brazil;

• the absence of events of default other than those waived or suspended in the standstill agreements; and

• the execution of subordination agreements subordinating any amounts due under intercompany loans between NIIT and Nextel Brazil.

F-26

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the event of a breach of one or more of the conditions listed above, the lenders providing the local bank loans have the right to terminate the standstill agreement and exercise all remedies under the agreements in place, including but not limited to declaring an event of default for noncompliance with the financial covenants and/or nonpayment of amounts due under the repayment schedule. Following the declaration of an event of default, the lenders will have the right to accelerate the loans and proceed with claims against the collateral.

Concurrent with the execution of the standstill agreements, Nextel Brazil and the lenders entered into amendments to the agreements relating to the local bank loans, which we refer to as the first amendments, under which Nextel Brazil granted the lenders a security interest over amounts held at any given time in certain collection accounts maintained with each lender. These first amendments also adjust the interest rates on the loans.

Equipment Financing Facilities.

In April 2012, Nextel Brazil entered into a U.S. dollar-denominated loan agreement with the China Development Bank, under which Nextel Brazil is able to borrow up to $500.0 million to finance infrastructure equipment and certain other costs related to the deployment of its WCDMA network. This financing has a floating interest rate based on LIBOR plus 2.90% (3.16% and 3.15% as of December 31, 2014 and 2013, respectively) and may limit our ability to pay dividends and other upstream payments. Loans under this agreement have a three-year borrowing period, a seven-year repayment term beginning in 2015 and a final maturity of June 2022. Assets purchased using the amounts borrowed under Nextel Brazil's equipment financing facility are pledged as collateral.

In July 2011, Nextel Mexico entered into a U.S. dollar-denominated loan agreement with the China Development Bank, under which Nextel Mexico is entitled to borrow up to $375.0 million to finance infrastructure equipment and certain other costs related to the deployment of its WCDMA network in Mexico. This vendor financing has a floating interest rate based on LIBOR plus 2.80% (3.06% and 3.05% as of December 31, 2014 and 2013, respectively) and may limit our ability to pay dividends and other upstream payments. Loans under this agreement have a final maturity of ten years, with a three-year borrowing period and a seven-year repayment term commencing in 2014. Assets purchased using the amounts borrowed under Nextel Mexico's equipment financing facility are pledged as collateral.

As of the June 30, 2014 measurement date, we were not in compliance with certain financial covenants in our equipment financing facilities in Brazil and Mexico. In December 2014, Nextel Brazil and Nextel Mexico and the lender under the equipment financing facilities agreed to amendments to those facilities that removed all financial covenants beginning with the December 31, 2014 measurement date and continuing through the June 30, 2017 measurement date. In exchange for covenant relief, Nextel Brazil granted the lender of its equipment financing facility preferential rights to the amounts held in certain bank accounts, and Nextel Mexico's parent company, Nextel International Uruguay, LLC, granted the lender of its equipment financing facility a pledge on the shares it holds in Nextel Mexico. In addition, Nextel Brazil and Nextel Mexico have the option to defer principal amortization payments in exchange for an upfront payment of 17% of the amounts outstanding under the equipment financing facilities on August 31, 2014. As a result of the amendment of our equipment financing facility in Mexico, we classified the principal amount outstanding under this facility as long-term debt in our consolidated balance sheet as of December 31, 2014. Because of certain cross-default provisions included in our equipment financing facility in Brazil, we classified the principal amount outstanding under this facility as a current liability in our consolidated balance sheet as of December 31, 2014. We do not have the ability to borrow additional amounts under these equipment financing facilities.

Capital Leases and Tower Financing Obligations.

2013 Tower Transactions. In November 2013, Nextel Mexico sold 1,483 communication towers to American Tower for proceeds based on foreign currency exchange rates at the time of $374.3 million, subject to purchase price adjustments. During the adjustment period, Nextel Mexico accounted for this transaction under the deposit method and recorded the proceeds as a deposit liability. During the third quarter of 2014, the price adjustments were finalized, and we began accounting for the transaction as a sale-leaseback. As result, we recognized $75.4 million of the gain on the sale of the towers as a component of operating income in the third quarter of 2014 and deferred the remaining $179.6 million of the gain, which we will recognize into income over the term of the leaseback of the towers. Nextel Mexico also recognized a capital lease liability of $112.4 million related to the leaseback of a portion of each of these towers.

F-27

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In December 2013, Nextel Brazil sold 1,940 communication towers to American Tower for proceeds based on foreign currency exchange rates at the time of $348.0 million, subject to purchase price adjustments. Nextel Brazil also sold 103 towers for proceeds of $18.6 million in June 2014, subject to purchase price adjustments. In October 2014, upon the finalization of the price adjustments, Nextel Brazil completed the sale of all of these towers and began accounting for this transaction as a sale-leaseback. As a result, Nextel Brazil recognized an immaterial loss on the sale of the towers as a component of operating income in the fourth quarter of 2014 and deferred a gain of $155.5 million, which we will recognize into income over the term of the leaseback of the towers. Nextel Brazil also recognized a capital lease liability of $186.5 million related to the leaseback of a portion of each of these towers.

Site-Related Capital Lease Obligations. We have entered into various agreements under which we are entitled to lease space on towers or other structures owned by third parties and to install our transmitter and receiver equipment in that space.

Tower Financing Obligations.  From 2002 to 2008, we sold and subsequently leased back space on certain transmitter and receiver sites in Brazil and Mexico. Due to our continuing involvement with these properties, we account for these transactions as financing arrangements. As a result, we did not recognize any gains from the sales of these towers under these arrangements, and we maintain the tower assets on our consolidated balance sheets. In addition, we recognized the proceeds received as financing obligations. We recognize ground rent payments as operating expenses in cost of service and tower base rent payments as interest expense and a reduction in the financing obligation using the effective interest method. In addition, we recognize co-location rent payments made by the third party lessees to the owner of the site as other operating revenues because of our continuing involvement with the tower assets. During the years ended December 31, 2014, 2013 and 2012, we recognized $38.5 million, $39.4 million and $56.8 million , respectively, in other operating revenues related to these co-location lease arrangements.

Corporate Aircraft Lease. In 2009, we entered into an agreement to lease a corporate aircraft, which we accounted for as a capital lease. In June 2014, we entered into an agreement to sell this corporate aircraft for $32.5 million. In addition, in conjunction with the sale, we exercised our pre-existing option to purchase this aircraft from the lessor and immediately terminated the lease. In connection with the sale of the corporate aircraft and the termination of the associated lease, we recognized a $6.4 million asset impairment charge in the second quarter of 2014.

Debt Maturities.

Because we were unable to meet the financial covenants in our bank loans in Brazil as of the compliance date on December 31, 2014 and because of the associated cross-default provisions included in Nextel Brazil's equipment financing facility, we classified the principal amounts outstanding under these facilities as due in 2015 for purposes of the table below. For the years subsequent to December 31, 2014, scheduled annual maturities of all debt outstanding, excluding the obligations evidenced by the NII Capital Corp. and NIIT senior notes, which are included in liabilities subject to compromise on our consolidated balance sheet as of December 31, 2014, are as follows (in thousands):

Year	Principal Repayments
2015	$	777,569
2016	71,376
2017	77,014
2018	67,416
2019	62,337
Thereafter	456,680
Total	$	1,512,392

10.    Fair Value Measurements

We estimate the fair value of our long-term debt instruments, our available-for-sale securities, our held-to-maturity investments and other financial instruments as described below.

The FASB’s authoritative guidance on fair value measurements defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. Valuation techniques discussed under the FASB’s authoritative guidance for fair value measurements include

F-28

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the market approach (comparable market prices), the income approach (present value of future income or cash flow based on current market expectations) and the cost approach (cost to replace the service capacity of an asset or replacement cost). As a basis for considering these assumptions, the guidance utilizes a three-tier fair value hierarchy, which prioritizes the inputs to the valuation techniques used to measure fair value. The following is a brief description of the three levels in the fair value hierarchy:

Level 1:  Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2:  Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly.

Level 3:  Unobservable inputs that reflect the reporting entity’s own assumptions.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

For assets and liabilities measured at fair value on a non-recurring basis, fair value is determined by using various valuation approaches. The same hierarchy as described above, which maximizes the use of observable inputs and minimizes the use of unobservable inputs, by generally requiring that the observable inputs be used when available, is used in measuring fair value for these items. Fair value may be derived using pricing models. Pricing models take into account the contract terms (including maturity) as well as multiple inputs, including, where applicable, interest rate yield curves, credit curves, correlation, credit-worthiness of the counterparty, option volatility and currency rates. In accordance with the FASB’s authoritative guidance for fair value measurements, the impact of our own credit spreads is also considered when measuring the fair value of liabilities. Where appropriate, valuation adjustments are made to account for various factors such as credit quality and model uncertainty. These adjustments are subject to judgment, are applied on a consistent basis and are based upon observable inputs where available. We generally subject all valuations and models to a review process initially and on a periodic basis thereafter. As fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure, even when market assumptions are not readily available, our own assumptions are set to reflect those that we believe market participants would use when pricing the asset or liability at the measurement date.

Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented below are not necessarily indicative of the amounts that we could realize in a current market exchange. The use of different market assumptions and valuation techniques may have a material effect on the estimated fair value amounts. The following is a description of the major categories of assets and liabilities measured at fair value on a recurring basis and the valuation techniques applied to them.

Available-for-Sale Securities.

As of December 31, 2014 and 2013, available-for-sale securities included $110.1 million and $418.6 million, respectively, in short-term investments made by Nextel Brazil in two investment funds and certificates of deposit with a Brazilian bank. These funds invest primarily in Brazilian government bonds, long-term, low-risk bank certificates of deposit and Brazilian corporate debentures. As of December 31, 2014, available-for-sale securities also included $43.5 million in short-term investments made by Nextel Argentina in local money market funds. All of these securities are either government or corporate rated bonds with underlying performance linked to the U.S. dollar. During the years ended December 31, 2014, 2013 and 2012, we did not have any material unrealized gains or losses associated with these investments.

As a result of favorable market conditions during 2013, we sold $150.0 million certificates of deposit for an immaterial gain. Prior to the third quarter of 2013, we classified these investments as held-to-maturity and recorded them at amortized cost. As a result of this sale, we transferred the remaining $167.2 million in short-term investments and $31.4 million in long-term investments held at one of our Spanish subsidiaries from held-to-maturity to available-for-sale and recognized an immaterial unrealized gain, which we recorded as other comprehensive income in 2013.

We account for our available-for-sale securities at fair value in accordance with the FASB’s authoritative guidance surrounding the accounting for investments in debt and equity securities. The fair value of the Brazilian and Argentine securities is based on the net asset value of the funds. In our judgment, these types of securities trade with sufficient daily observable market activity to support a Level 1 classification within the fair value hierarchy.

F-29

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Debt Instruments.

The carrying amounts and estimated fair values of our debt instruments are as follows:

	December 31,
	2014				2013
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(in thousands)
NII Capital Corp. senior notes, net (1)	$	2,750,000	$	648,500	$	2,729,321	$	1,227,950
NII International Telecom, S.C.A. senior notes, net (1)	1,600,000		1,166,500		1,609,962		1,271,370
Equipment financing	689,930		620,125		653,557		620,173
Bank loans and other	345,169		275,653		448,169		373,796
	$	5,385,099	$	2,710,778	$	5,441,009	$	3,493,289

__________________________

(1) As of December 31, 2014, both our senior notes held by NII Capital Corp. and our senior notes held by NII International Telecom S.C.A. are classified as liabilities subject to compromise in our consolidated balance sheet.

We estimated the fair values of our senior notes using quoted market prices. Because our fair value measurement is based on market prices in an active market, we consider this Level 1 in the fair value hierarchy.

Bank loans and other consists primarily of loans with certain banks in Brazil and Mexico. We estimated the fair value of these bank loans, as well as the fair value of our equipment financing facilities, utilizing inputs such as U.S. Treasury security yield curves, prices of comparable bonds, LIBOR and zero-coupon yield curves, U.S. Treasury bond rates and credit spreads on comparable publicly traded bonds and consider these measurements to be Level 2 in the fair value hierarchy.

Other Financial Instruments.

The carrying values of cash and cash equivalents, accounts receivable and accounts payable contained in our consolidated balance sheets approximate their fair values due to the short-term nature of these instruments. The fair values of our derivative instruments are not material.

11.    Commitments and Contingencies

Capital and Operating Lease Commitments.

We have co-location capital lease obligations on some of our transmitter and receiver sites in Mexico and Brazil. See Note 9 for further information regarding these agreements.

We lease various cell sites, office facilities and other assets under operating leases. Some of these leases provide for annual increases in our rent payments based on changes in locally-based consumer price indices. The remaining terms of our cell site leases range from one to fifteen years and are generally renewable for additional terms. The remaining terms of our office leases range from less than one to ten years. During the years ended December 31, 2014, 2013 and 2012, total rent expense under operating leases was $302.4 million, $300.9 million and $270.6 million, respectively.

For years subsequent to December 31, 2014, future minimum payments for all capital and operating lease obligations that have initial noncancelable lease terms exceeding one year, net of rental income, are as follows (in thousands):

F-30

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Capital Leases			Operating Leases		Total
2015	$	166,655		$	219,767	$	386,422
2016	168,602			225,041		393,643
2017	170,590			189,730		360,320
2018	139,081			163,151		302,232
2019	119,774			141,833		261,607
Thereafter	1,581,487			1,025,445		2,606,932
Total minimum lease payments	2,346,189			1,964,967		4,311,156
Less: imputed interest	(1,868,897		)	—		(1,868,897		)
Total	$	477,292		$	1,964,967	$	2,442,259

Handset, Equipment and Other Commitments.

We are a party to purchase agreements with various suppliers, under which we have committed to purchase handsets, equipment and network services that will be used or sold in the ordinary course of business. As of December 31, 2014, we are committed to purchase $2.5 billion under these arrangements, $1.6 billion of which we expect to pay in 2015, $622.0 million of which we expect to pay in 2016 and 2017, and the remaining $268.5 million of which we expect to pay in 2018. These amounts do not represent our entire anticipated purchases in the future, but represent only those items that are the subject of contractual obligations. Our commitments are generally determined based on noncancelable quantities or termination amounts. As of December 31, 2014, we were required to pay a total of $1.8 billion in spectrum fees in Mexico, $130.1 million of which we expect to pay in 2015, $257.3 million of which we expect to pay in 2016 and 2017, $257.3 million of which we expect to pay in 2018 and 2019 and the remaining $1.2 billion of which we expect to pay in years subsequent to 2019. These fees are subject to increases in the Mexican Consumer Pricing Index. We also purchase products and services as needed with no firm commitment. Amounts actually paid under some of these agreements will likely be higher due to variable components of these agreements. The more significant variable components that determine the ultimate obligation owed include such items as hours contracted, subscribers and other factors. In addition, we are a party to various arrangements that are conditional in nature and obligate us to make payments only upon the occurrence of certain events, such as the delivery of functioning software or a product.

Brazilian Contingencies.

Nextel Brazil has received various assessment notices from state and federal Brazilian authorities asserting deficiencies in payments related primarily to value-added taxes, excise taxes on imported equipment and other non-income based taxes. Nextel Brazil has filed various administrative and legal petitions disputing these assessments. In some cases, Nextel Brazil has received favorable decisions, which are currently being appealed by the respective governmental authority. In other cases, Nextel Brazil's petitions have been denied, and Nextel Brazil is currently appealing those decisions. Nextel Brazil also had contingencies related to certain regulatory, civil and labor-related matters as of December 31, 2014 and 2013.

As of December 31, 2014 and 2013, Nextel Brazil had accrued liabilities of $69.7 million and $70.9 million, respectively, related to contingencies, all of which were classified in accrued contingencies reported as a component of other long-term liabilities, of which $8.0 million and $11.2 million related to unasserted claims, respectively. We currently estimate the reasonably possible losses related to matters for which Nextel Brazil has not accrued liabilities, as they are not deemed probable, to be approximately $430.0 million as of December 31, 2014. We are continuing to evaluate the likelihood of probable and reasonably possible losses, if any, related to all known contingencies. As a result, future increases or decreases to our accrued liabilities may be necessary and will be recorded in the period when such amounts are determined to be probable and reasonably estimable.

Legal Proceedings.

Securities Litigation. On March 4, 2014, a purported class action lawsuit was filed against the Company, NII Capital Corp. and certain of the Company’s current and former directors and executive officers in the United States District Court for the Eastern District of Virginia on behalf of a putative class of persons who purchased or otherwise acquired the securities of the Company or NII Capital Corp. between February 25, 2010 and February 27, 2014. The lawsuit is captioned In re NII Holdings, Inc. Securities Litigation, Case Number 14-CV-227. On July 18, 2014, the parties that have been designated as the lead plaintiffs in the lawsuit filed a second amended complaint against only NII Holdings and three current and former officers, whichgenerally alleges that

F-31

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the defendants made false or misleading statements or concealed material adverse information about the Company’s financial condition and operations in violation of Section 10(b), Rule 10b-5 and Section 20(a) of the Securities Exchange Act of 1934. The complaint seeks class certification and unspecified damages, fees and injunctive relief. On September 22, 2014, the judge issued an order staying all proceedings against the Company following the Company's filing of its petition for relief under Chapter 11. On October 6, 2014, the Company's and the individual defendants' motion to dismiss was denied, and the case is currently continuing as to the remaining individual defendants. On November 3, 2014, at the request of the parties, the court ordered that the case against the three individual defendants be stayed indefinitely, and on January 7, 2015, the court extended the stay until the earlier of May 22, 2015 or the effective date of a plan of reorganization. The Company and the named individuals will continue to vigorously defend themselves in this matter.

Chapter 11 Proceedings. On September 15, 2014, NII Holdings, Inc. and eight of its U.S. and Luxembourg-domiciled subsidiaries filed voluntary petitions seeking relief under Chapter 11 in the Bankruptcy Court (Case No. 14-12611). On October 8, 2014, four additional subsidiaries of NII Holdings filed voluntary petitions seeking relief under Chapter 11, and a fifth additional subsidiary filed a voluntary petition seeking relief under Chapter 11 on January 25, 2015. The entities that have filed petitions seeking relief under Chapter 11, which we refer to collectively as the debtors, include Nextel International (Services), Ltd.; NII Capital Corp.; NII Aviation, Inc.; NII Funding Corp.; NII Global Holdings, Inc.; NII International Telecom S.C.A.; NII International Holdings S.à r.l.; NII International Services S.à r.l.; Airfone Holdings, LLC; Nextel International (Uruguay), LLC; McCaw International (Brazil), LLC; NII Mercosur, LLC; and NIU Holdings LLC. The debtors continue to operate as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Company’s other subsidiaries, including its operating subsidiaries in Brazil, Mexico and Argentina, are not debtors in the Chapter 11 case. As a result of the bankruptcy proceedings, the pending litigation against the debtors is stayed. Subject to certain exceptions and approval by the Bankruptcy Court, during the Chapter 11 proceedings, no party can take further actions to recover pre-petition claims against the Company.

In addition, we are subject to other claims and legal actions that may arise in the ordinary course of business. We do not believe that any of these pending claims or legal actions will have a material effect on our business, financial condition, results of operations or cash flows.

12.    Capital Stock

We currently have 600,000,000 shares of authorized common stock, par value $0.001 per share, and 10,000,000 shares of authorized undesignated preferred stock, par value $0.001 per share.

During the years ended December 31, 2014, 2013 and 2012, we issued shares of common stock in connection with the exercise of stock options by employees and the vesting of employee restricted share awards.

Common Stock.  Holders of our common stock are entitled to one vote per share on all matters submitted for action by the stockholders and share equally, share for share, if dividends are declared on the common stock. If our Company is partially or completely liquidated, dissolved or wound up, whether voluntarily or involuntarily, the holders of the common stock are entitled to share ratably in the net assets remaining after payment of all liquidation preferences, if any, applicable to any outstanding preferred stock. There are no redemption or sinking fund provisions applicable to the common stock.

Undesignated Preferred Stock.  Our board of directors has the authority to issue undesignated preferred stock of one or more series and in connection with the creation of such series, to fix by resolution the designation, voting powers, preferences and relative, participating, optional and other special rights of such series, and the qualifications, limitations and restrictions thereof. As of December 31, 2014, we had not issued any shares of undesignated preferred stock.

Common Stock Reserved for Issuance.  Under our 2012 Incentive Compensation Plan, we had 23,824,039 shares of our common stock reserved for future issuance as of December 31, 2014, assuming our restricted stock units outstanding as of December 31, 2014 are settled in cash. As of December 31, 2014, common stock reserved for future issuance does not include 2,386,673 restricted stock units that were issued in 2014 that, if settled in shares of common stock, would reduce the shares available under our 2012 Incentive Compensation Plan by 3,580,009 shares. We had 22,089,643 shares of our common stock reserved for future issuance as of December 31, 2013, assuming our restricted stock units outstanding as of December 31, 2013 were settled in cash. As of December 31, 2013, common stock reserved for future issuance did not include 3,341,132 restricted stock units that were issued in 2013 that, if settled in shares of common stock, would have reduced the shares available under our 2012 Incentive Compensation Plan by 5,011,698 shares.

F-32

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13.    Income Taxes

The components of (loss) income from continuing operations before income taxes and the related income tax provision are as follows (in thousands):

	Year Ended December 31,
	2014			2013			2012
U.S.	$	(368,667	)	$	(377,502	)	$	(311,575	)
Non-U.S.	(1,334,554		)	(610,534		)	387,880
Total	$	(1,703,221	)	$	(988,036	)	$	76,305

	Year Ended December 31,
	2014			2013			2012
Current:
Federal	$	—		$	—		$	727
State, net of Federal tax benefit	—			—			—
Foreign	(25,638		)	(63,982		)	(176,748		)
Total current income tax provision	(25,638		)	(63,982		)	(176,021		)
Deferred:
Federal	(1,846		)	(1,310		)	895
State, net of Federal tax benefit	(205		)	(146		)	100
Foreign	(46,402		)	(380,614		)	16,882
Total deferred income tax (provision) benefit	(48,453		)	(382,070		)	17,877
Total income tax provision	$	(74,091	)	$	(446,052	)	$	(158,144	)

A reconciliation of the U.S. statutory Federal income tax rate to our effective tax rate as a percentage of (loss) income from continuing operations before reorganization items and income tax provision is as follows:

	Year Ended December 31,
	2014	2013	2012
Statutory Federal tax rate	35%	35%	35%
Effect of foreign operations	(3)	(3)	7
Change in deferred tax asset valuation allowance	(36)	(81)	160
Intercompany transactions	(1)	(3)	9
Tax on subpart F income	—	—	11
Withholding tax	—	(2)	42
Deductible dividends	—	3	(42)
Inflation adjustments	1	1	(17)
Income tax credits	—	—	(3)
Local statutory investment loss	—	6	—
Other nondeductible expenses	(1)	—	6
Other	1	(1)	(1)
Effective tax rate	(4)%	(45)%	207%

F-33

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The components of our deferred tax assets and liabilities consist of the following:

	December 31,
	2014			2013
	(in thousands)
Deferred tax assets:
Net operating losses and capital loss carryforwards	$	4,354,474		$	3,922,944
Allowance for doubtful accounts	41,724			34,587
Accrued expenses	193,251			151,131
Accrual for contingent liabilities	21,944			22,117
Property, plant and equipment	153,036			36,784
Capital lease obligations	175,498			300,141
Deferred revenue	37,730			35,179
Equity compensation	69,172			71,171
Inventory reserve	25,642			22,548
Debt discount	16,511			—
Other	52,016			41,116
	5,140,998			4,637,718
Valuation allowance	(4,868,504		)	(4,335,913		)
Total deferred tax asset	272,494			301,805
Deferred tax liabilities:
Intangible assets	42,036			48,162
Unremitted foreign earnings	54,386			54,386
Deferred revenue	39,492			44,126
Property, plant and equipment	33,915			96,613
Capital lease obligation	107,491			—
Other	2,773			15,123
Total deferred tax liability	280,093			258,410
Net deferred tax (liability) asset	$	(7,599	)	$	43,395

We have not recorded a deferred tax liability on Nextel Brazil’s unrealized foreign currency gain on the intercompany loan from NII Holdings as it is our intention to not subject that unrealized gain to Brazilian tax. If this gain is subject to tax, it could result in an additional income tax liability. As of December 31, 2014 and 2013, the cumulative amount of additional tax liability would have been approximately $35.8 million and $41.4 million, respectively.

As of December 31, 2014, we included $54.4 million in deferred tax liabilities for U.S. federal, state and foreign taxes with respect to future remittances of certain undistributed earnings (other than income that has been previously taxed in the U.S. under the subpart F rules) of certain of our foreign subsidiaries. Except for the earnings associated with this accrual and income that has been previously taxed in the U.S. under the subpart F rules and can be remitted to the U.S. without incurring additional income taxes, we currently have no intention to remit any additional undistributed earnings of our foreign subsidiaries in a taxable manner. Should additional amounts of our foreign subsidiaries’ undistributed earnings be remitted to the U.S. as taxable dividends, we may be subject to additional U.S. income taxes (net of allowable foreign tax credits) and foreign withholding taxes. It is not practicable to estimate the amount of any additional taxes that may be payable on the remaining undistributed earnings.

As of December 31, 2014, we had $1.3 billion of net operating loss carryforwards for U.S. Federal and state income tax purposes, which expire in various amounts beginning in 2019 through 2034. The timing and manner in which we will utilize the net operating loss carryforwards in any year, or in total, may be limited in the future under the provisions of Internal Revenue Code Section 382 relating to changes in our ownership. We excluded $210.3 million of U.S. net operating loss carryforwards from the calculation of the deferred tax asset presented above because it represents excess stock option deductions that did not reduce

F-34

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

taxes payable in the U.S. The tax effect of these unrealized excess stock option deductions, if realized in the future, will result in an increase to paid-in capital.

As of December 31, 2014, we had $764.0 million of net operating loss carryforwards in our Mexican subsidiaries. These carryforwards expire in various amounts and at various periods from 2015 to 2024. Our Brazilian subsidiaries had $816.4 million of net operating loss carryforwards that can be carried forward indefinitely, but the amount that we can utilize annually is limited to 30% of Brazilian taxable income before the net operating loss deduction. Our foreign subsidiaries' ability to utilize the foreign tax net operating losses in any single year ultimately depends upon their ability to generate sufficient taxable income.

As of December 31, 2014, we had $10.8 billion of net operating loss carryforwards in our holding companies in Luxembourg that can be carried forward indefinitely. Our holding companies in Spain had $844.0 million of net operating loss carryforwards that can be carried forward 18 years, and our holding company in the Netherlands had $0.3 million of net operating loss carryforwards that can be carried forward nine years. Given the nature of activities that are considered taxable in these jurisdictions and the activities engaged in by the holding companies, these net operating loss carryforwards will never be utilized by our holding companies and add no value to the company.

The deferred tax asset valuation allowances that our subsidiaries and holding companies had as of December 31, 2014 and 2013 are as follows:

	2014		2013
	(in millions)
Argentina	$	49.1	$	—
Brazil	584.1		419.1
U.S.	480.3		363.8
Luxembourg	3,169.2		3,131.4
Mexico	318.2		190.7
Spain	267.6		230.9
Total	$	4,868.5	$	4,335.9

Of the $4.9 billion valuation allowance as of December 31, 2014, $281.5 million was classified as current and $4.6 billion was classified as non-current in our consolidated financial statements.

The realization of deferred tax assets is dependent on the generation of future taxable income sufficient to realize our tax loss carryforwards and other tax deductions. Valuation allowances are required to be recognized on deferred tax assets unless it is determined that it is “more-likely-than-not” that the asset will be realized. As of December 31, 2014, we recorded full valuation allowances on the deferred tax assets of our foreign operating companies, our U.S. parent company and subsidiaries and our foreign holding companies due to substantial negative evidence, including the recent history of cumulative losses and the projected losses for 2015 and subsequent years. As a result, the valuation allowance on our deferred tax assets increased by $532.6 million during 2014. We do not anticipate that we will recognize significant tax benefits with respect to our deferred tax assets.

We are subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which we operate. Certain of our entities are under examination by the relevant taxing authorities for various tax years. The earliest years that remain subject to examination by jurisdiction are: U.S. - 1999; Argentina and Mexico - 2006; Brazil, Luxembourg, Netherlands and Spain - 2009. We regularly assess the potential outcome of current and future examinations in each of the taxing jurisdictions when determining the adequacy of our provision for income taxes. We have only recorded financial statement benefits for tax positions which we believe reflect the “more-likely-than-not” criteria incorporated in the FASB’s authoritative guidance on accounting for uncertainty in income taxes, and we have established income tax reserves in accordance with this authoritative guidance where necessary. Once a financial statement benefit for a tax position is recorded or a tax reserve is established, we adjust it only when there is more information available or when an event occurs necessitating a change. While we believe that the amounts of the recorded financial statement benefits and tax reserves reflect the more-likely-than-not criteria, it is possible that the ultimate outcome of current or future examinations may result in a reduction to the tax benefits previously recorded on the financial statements or may exceed the current income tax reserves in amounts that could be material.

Unrecognized tax benefits are classified as non-current liabilities. The following table shows a reconciliation of our beginning and ending unrecognized tax benefits for 2014, 2013 and 2012 (in thousands):

F-35

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Year Ended December 31,
	2014			2013			2012
Unrecognized tax benefits at January 1	$	8,686		$	35,639		$	35,572
Additions for current year tax positions	—			—			3,118
Reductions for current year tax positions	—			—			(551		)
Reductions for prior year tax positions	—			(26,519		)	(2,197		)
Foreign currency translation adjustment	(350		)	(434		)	(303		)
Unrecognized tax benefits at December 31	$	8,336		$	8,686		$	35,639

As of December 31, 2014, 2013 and 2012, the unrecognized tax benefits that could potentially reduce our future effective tax rate, if recognized, were $1.8 million , $2.1 million and $4.8 million, respectively. In addition, unrecognized tax benefits will decrease by approximately $4.8 million over the next twelve months due to the expiration of certain statutes of limitations.

We record interest and penalties associated with uncertain tax positions as a component of our income tax provision. During the years ended December 31, 2014, 2013 and 2012, we recognized $0.2 million, $0.2 million and $0.3 million, respectively, of interest and penalties in our current income tax provision. Unrecognized tax benefits (including penalties and interest) were reduced by $26.5 million in 2013 due to the effective resolution of a tax position with the Internal Revenue Service and $2.7 million in 2012 due to a change in estimates. As of December 31, 2014 and 2013, we had accrued $2.4 million and $2.3 million, respectively for the payment of interest and penalties.

Effective January 1, 2014, the Mexican government passed legislation to keep the corporate income tax rate fixed at 30%, which repealed the scheduled tax rate reduction previously approved in December 2012.

14.     Employee Stock and Benefit Plans

In May 2012, our stockholders adopted the 2012 Incentive Compensation Plan, which replaced our prior incentive compensation plans. The 2012 Incentive Compensation Plan provides us with the ability to award stock options, restricted stock, restricted stock units, and cash-based incentives to our employees, directors and consultants. The 2012 Incentive Compensation Plan incorporated the outstanding equity grants and remaining shares available for grant under our prior plans. Our stockholders previously authorized the Company to grant equity and equity-related incentives up to a maximum of 64,933,332 shares of common stock, subject to adjustments. At the time of adoption of the 2012 Incentive Compensation Plan, there were 9,731,179 shares authorized, unissued and available for grant under the 2012 Incentive Compensation Plan. All grants or awards made under the 2012 Incentive Compensation Plan are governed by written agreements between us and the participants and have a maximum term of ten years.

Historically, our Board of Directors has granted equity-related incentives consisting of stock options, restricted stock awards and restricted stock units to employees on an annual basis near the end of April. On April 30, 2014, our Board of Directors granted 1,752,921 stock options, 2,271,555 restricted stock awards and 358,373 restricted stock units to certain of our employees and directors in connection with this annual grant of equity-related incentives. Stock options, restricted stock awards, and restricted stock units are also granted to certain new employees on the later of their date of hire or the date that the grant is approved. In addition, under the provisions outlined in the 2012 Incentive Compensation Plan, our chief executive officer may grant, under authority delegated to him by the Compensation Committee of our Board of Directors, a limited number of stock options (not to exceed 1,000,000 shares in the aggregate for the plan year) and restricted stock/restricted stock unit awards (not to exceed 500,000 shares in the aggregate for the plan year) to employees who are not executive officers.

Prior to April 2014, upon the exercise of a stock option award or vesting of a restricted stock award or restricted stock units, we issued shares of our common stock from an available pool of shares that were authorized but not yet issued. Beginning in April 2014, our practice is to settle awards in cash upon vesting. As a result of this change, we changed the classification of outstanding awards from equity-classified to liability-classified and recorded an immaterial liability in our consolidated balance sheet as of December 31, 2014. There was no incremental compensation cost that resulted from this change in practice.

For the years ended December 31, 2014, 2013 and 2012, we recognized $4.0 million, $9.0 million and $20.3 million, respectively, in share-based compensation expense related to stock options. For the years ended December 31, 2014, 2013 and 2012, we recognized $10.4 million, $20.0 million and $22.2 million, respectively, in share-based compensation expense related to restricted stock and restricted stock units. Amounts recognized in the income statement for tax benefits related to share-based

F-36

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

payment arrangements in 2014, 2013 and 2012 were not material. We include substantially all share-based compensation expense, including restricted stock expense, as a component of selling, general and administrative expenses based on classification of the compensation expense for the applicable grantee. We classify tax benefits resulting from tax deductions in excess of the compensation cost recognized for share-based awards as financing cash flows. As of December 31, 2014, there was approximately $5.2 million in unrecognized compensation cost related to non-vested employee stock option awards. We expect this cost to be recognized over a weighted average period of 1.27 years. Cash paid for exercises under all share-based payment arrangements was $0.1 million for 2014, $1.0 million for 2013 and $2.0 million for 2012.

Stock Option Awards

The following table summarizes stock option activity for the year ended December 31, 2014:

	Number of Options		Weighted Average Exercise Price per Option		Weighted Average Remaining Life	Aggregate Intrinsic Value
Outstanding, December 31, 2013	11,259,868		$	36.20
Granted	1,752,921		0.86
Exercised	—		—
Forfeited	(6,978,638	)	35.63
Outstanding, December 31, 2014	6,034,151		26.57		5.71	$	—
Exercisable, December 31, 2014	3,996,673		38.55		4.04	—

There were no options exercised during the year ended December 31, 2014. The total fair value of vested options was $16.4 million, $39.1 million and $54.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. Generally, our stock options are non-transferable, except by will or laws of descent or distribution, and the actual value of the stock options that a recipient may realize, if any, will depend on the excess of the market price on the date of exercise over the exercise price. As a result of our Chapter 11 filing and the proposals for reorganization, which do not contemplate any recoveries with respect to equity interests, the holders of these stock option awards will not realize any value or receive any recovery from the long-term incentives granted during 2014 or in prior years.

The weighted average fair value of the stock option awards on their grant dates using the Black-Scholes-Merton option-pricing model was less than $0.01 for each option granted during the year ended December 31, 2014, $4.64 for each option granted during the year ended December 31, 2013 and $7.31 for each option granted during the year ended December 31, 2012 based on the following assumptions:

	2014	2013	2012
Risk free interest rate	1.60% - 1.63%	0.63% - 1.49%	0.62% - 0.95%
Expected stock price volatility	69.53% - 96.99%	56.56% - 69.53%	50.00% - 56.56%
Expected term in years	4.78 - 4.81	4.78 - 4.81	4.65 - 4.78
Expected dividend yield	—	—	—

The expected term of stock option awards granted represents the period that we expect our stock option awards will be outstanding and was determined based on (1) historical data on employee exercise and post-vesting employment termination behavior, (2) the contractual terms of the stock option awards, (3) vesting schedules and (4) expectations of future employee behavior. The risk-free interest rate for periods consistent with the contractual life of the stock option award is based on the yield curve of U.S. Treasury strip securities in effect at the time of the grant. Expected volatility takes into consideration historical volatility and the implied volatility from traded options on our stock.

Restricted Stock and Restricted Stock Unit Awards

Restricted stock includes both non-vested restricted stock awards and restricted stock units. Following is a summary of our restricted stock:

F-37

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Number of Shares		Weighted Average Grant Date Fair Value Per Share
Restricted stock awards as of December 31, 2013	3,919,485		$12.99
Granted	3,605,538		0.85
Vested	(1,140,667	)	16.80
Forfeited	(2,294,608	)	7.69
Restricted stock awards as of December 31, 2014	4,089,748		3.75

If a participant terminates employment prior to the vesting dates, the unvested shares are forfeited and available for reissuance under the terms of the 2012 Incentive Compensation Plan. The fair value of our restricted stock is determined based on the quoted price of our common stock at the grant date. As of December 31, 2014, there was approximately $7.8 million in unrecognized compensation cost related to restricted stock. We expect this cost to be recognized over a weighted average period of 1.52 years. The total fair value of restricted stock awards vested was $1.2 million during 2014 and $7.7 million during 2013. During 2014, we paid an immaterial amount to settle vested restricted stock awards. The weighted average grant date fair value of restricted stock awards granted during 2014 was $0.85 per unit compared to $8.69 per unit for 2013 and $16.97 per unit for 2012. As a result of our Chapter 11 filing and the proposals for reorganization, which do not contemplate any recoveries with respect to equity interests, the holders of these restricted stock awards will not realize any value or receive any recovery from the long-term incentives granted during 2014 or in prior years.

15.    Segment Information

We have determined our reportable segments based on our method of internal reporting, which disaggregates our business by geographic location. We evaluate performance of these segments and provide resources to them based on operating income before depreciation, amortization and impairment and restructuring charges, which we refer to as segment earnings. Our reportable segments are: (1) Brazil, (2) Mexico and (3) Argentina.

F-38

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Brazil			Mexico			Argentina		Corporate and Eliminations				Consolidated
	(in thousands)
Year Ended December 31, 2014
Operating revenues	$	1,848,918		$	1,417,163		$	424,972	$	(2,333	)		$	3,688,720
Segment (losses) earnings	$	(133,691	)	$	(90,481	)	$	76,241	$	(144,733	)		$	(292,664	)
Less:
Impairment and restructuring charges													(220,742		)
Gain on sale of towers													74,631
Depreciation and amortization													(672,705		)
Foreign currency transaction losses, net													(130,499		)
Interest expense and other, net													(389,641		)
Loss from continuing operations before reorganization items and income tax provision													$	(1,631,620	)
Capital expenditures	$	218,855		$	168,750		$	26,308	$	14,507			$	428,420
Year Ended December 31, 2013
Operating revenues	$	2,208,034		$	1,872,697		$	636,448	$	(5,612	)		$	4,711,567
Segment earnings (losses)	$	311,129		$	179,896		$	179,418	$	(177,578	)		$	492,865
Less:
Impairment and restructuring charges													(168,543		)
Depreciation and amortization													(692,927		)
Foreign currency transaction losses, net													(123,369		)
Interest expense and other, net													(496,062		)
Loss from continuing operations before income tax provision													$	(988,036	)
Capital expenditures	$	461,458		$	375,522		$	21,183	$	13,931			$	872,094
Year Ended December 31, 2012
Operating revenues	$	2,902,350		$	2,109,573		$	685,201	$	(3,889	)		$	5,693,235
Segment earnings (losses)	$	674,632		$	561,059		$	180,956	$	(287,343	)		$	1,129,304
Less:
Impairment and restructuring charges													(30,401		)
Depreciation and amortization													(605,161		)
Foreign currency transaction losses, net													(63,330		)
Interest expense and other, net													(354,107		)
Income from continuing operations before income tax provision													$	76,305
Capital expenditures	$	632,796		$	523,555		$	56,825	$	92,520			$	1,305,696
December 31, 2014
Identifiable assets	$	2,991,959		$	1,721,710		$	279,714	$	437,208			$	5,430,591
December 31, 2013
Identifiable assets	$	3,705,642		$	2,695,091		$	451,041	$	1,828,180		(1)	$	8,679,954

__________________________

(1) As of December 31, 2013, identifiable assets in the "Corporate and Eliminations" column include $168.9 million of total assets related to discontinued operations as a result of the sale of Nextel Chile. See Note 5 for more information.

F-39

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16.    Quarterly Financial Data (Unaudited)

	First			Second			Third			Fourth
	(in thousands, except per share amounts)
2014
Operating revenues	$	955,781		$	951,981		$	926,727		$	854,231
Operating loss	(212,290		)	(350,553		)	(212,900		)	(335,737		)
Net loss from continuing operations	(338,270		)	(474,983		)	(456,753		)	(507,306		)
Net (loss) income from discontinued operations	(37,808		)	(148,329		)	13,306			(7,555		)
Net loss from continuing operations, per common share, basic and diluted	$	(1.97	)	$	(2.76	)	$	(2.65	)	$	(2.95	)
Net (loss) income from discontinued operations, per common share, basic and diluted	$	(0.22	)	$	(0.86	)	$	0.08		$	(0.04	)

	First			Second			Third			Fourth
	(in thousands, except per share amounts)
2013
Operating revenues	$	1,316,716		$	1,245,451		$	1,085,633		$	1,063,767
Operating loss	(44,397		)	(40,653		)	(127,889		)	(155,666		)
Net loss from continuing operations	(153,103		)	(316,018		)	(259,507		)	(705,460		)
Net loss from discontinued operations	(54,400		)	(80,334		)	(40,434		)	(40,343		)
Net loss from continuing operations, per common share, basic and diluted	$	(0.89	)	$	(1.83	)	$	(1.51	)	$	(4.10	)
Net loss from discontinued operations, per common share, basic and diluted	$	(0.32	)	$	(0.47	)	$	(0.23	)	$	(0.23	)

The sum of the per share amounts do not equal the annual amounts due to changes in the number of weighted average common shares outstanding during the year.

In August 2014, we completed the sale of all of the outstanding equity interests of our wholly-owned subsidiary, Nextel Chile, to Fucata. As a result of the sale of Nextel Chile, the quarterly amounts included above differ from the amounts originally included in our quarterly reports on Form 10-Q for each of the quarterly periods in 2013, as well as in the quarterly reports on Form 10-Q for the three months ended March 31, 2014 and June 30, 2014.

F-40

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17.    Condensed Consolidating Financial Statements

In 2011, we issued $1.45 billion in aggregate principal amount of our 7.625% senior notes due in 2021. In addition, during 2009, we issued senior notes totaling $1.3 billion in aggregate principal amount comprised of our 10.0% senior notes due 2016 and our 8.875% senior notes due 2019. We refer to the senior notes issued in 2011 and 2009 collectively as the "notes." All of these notes are senior unsecured obligations of NII Capital Corp., our wholly-owned domestic subsidiary, and are guaranteed on a senior unsecured basis by NII Holdings and all of its current and future first tier and domestic restricted subsidiaries, other than NII Capital Corp. No foreign subsidiaries will guarantee the notes unless they are first tier subsidiaries of NII Holdings. These guarantees are full and unconditional, as well as joint and several.

In connection with the issuance of the notes and the guarantees thereof, we are required to provide certain condensed consolidating financial information. Included in the tables below are condensed consolidating balance sheets as of December 31, 2014 and 2013, as well as condensed consolidating statements of comprehensive (loss) income for the years ended December 31, 2014, 2013 and 2012 and condensed consolidating statements of cash flows for the years ended December 31, 2014, 2013 and 2012, of: (a) the parent company, NII Holdings, Inc.; (b) the subsidiary issuer, NII Capital Corp.; (c) the guarantor subsidiaries on a combined basis; (d) the non-guarantor subsidiaries on a combined basis; (e) consolidating adjustments; and (f) NII Holdings, Inc. and subsidiaries on a consolidated basis.

F-41

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2014

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)(1)		Guarantor Subsidiaries(2)			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	106,747		$	25,170	$	14,505		$	427,178		$	—		$	573,600
Short-term investments	—			—		—			153,612			—			153,612
Accounts receivable, net	—			—		290			398,388			—			398,678
Short-term intercompany receivables	27,803			65,130		99,459			7,030			(199,422		)	—
Handset and accessory inventory	—			—		—			207,633			—			207,633
Deferred income taxes, net	—			—		857			49,835			—			50,692
Prepaid expenses and other	7,942			—		8,352			312,903			—			329,197
Total current assets	142,492			90,300		123,463			1,556,579			(199,422		)	1,713,412
Property, plant and equipment,   net	—			—		48,168			2,384,765			—			2,432,933
Intangible assets, net	18,000			—		—			804,124			—			822,124
Deferred income taxes, net	—			13,561		—			5,772			(13,566		)	5,767
Long-term intercompany receivables	1,393,109			3,488,284		342,883			1,354			(5,225,630		)	—
Other assets	947			—		392			455,016			—			456,355
Total assets	$	1,554,548		$	3,592,145	$	514,906		$	5,207,610		$	(5,438,618	)	$	5,430,591
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Liabilities not subject to compromise
Current liabilities
Accounts payable	$	—		$	—	$	1,995		$	277,809		$	—		$	279,804
Short-term intercompany payables	—			9,764		4,958			182,239			(196,961		)	—
Accrued expenses and other	—			—		18,993			544,528			(533		)	562,988
Deferred revenues	—			—		—			89,019			—			89,019
Current portion of long-term debt	—			—		—			777,569			—			777,569
Total current liabilities	—			9,764		25,946			1,871,164			(197,494		)	1,709,380
Long-term debt	—			—		—			734,823			—			734,823
Deferred income tax liabilities	1,529			—		14,524			55,601			(13,566		)	58,088
Long-term intercompany payables	—			—		—			139,206			(139,206		)	—
Other long-term liabilities	100			—		2,217			297,254			—			299,571
Total liabilities not subject to       compromise	1,629			9,764		42,687			3,098,048			(350,266		)	2,801,862
Liabilities subject to compromise	30,584			2,858,128		9,899			1,694,882			—			4,593,493
Intercompany liabilities subject to compromise	3,487,099			115,458		1,492,946			709,392			(5,804,895		)	—
Total liabilities subject to compromise	3,517,683			2,973,586		1,502,845			2,404,274			(5,804,895		)	4,593,493
Total stockholders’ (deficit) equity	(1,964,764		)	608,795		(1,030,626		)	(294,712		)	716,543			(1,964,764		)
Total liabilities and stockholders’ (deficit) equity	$	1,554,548		$	3,592,145	$	514,906		$	5,207,610		$	(5,438,618	)	$	5,430,591

_______________________________________

(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.

F-42

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2013

	NII Holdings, Inc. (Parent and Guarantor)		NII Capital Corp. (Issuer)		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	356,314	$	—	$	5,586	$	1,368,435	$	—		$	1,730,335
Short-term investments	—		—		—		585,760		—			585,760
Accounts receivable, net	—		—		627		510,779		—			511,406
Short-term intercompany receivables	31,803		129,810		72,595		4,779		(238,987		)	—
Handset and accessory inventory	—		—		—		336,620		—			336,620
Deferred income taxes, net	—		—		1,145		126,250		—			127,395
Prepaid expenses and other	6,832		—		7,914		382,828		—			397,574
Assets related to discontinued operations	—		—		—		59,096		—			59,096
Total current assets	394,949		129,810		87,867		3,374,547		(238,987		)	3,748,186
Property, plant and equipment, net	—		—		130,729		3,207,103		(287		)	3,337,545
Investments in and advances to affiliates	1,867,753		1,503,202		1,562,080		—		(4,933,035		)	—
Intangible assets, net	18,000		—		—		962,369		—			980,369
Deferred income taxes, net	16,025		—		—		26,716		(16,028		)	26,713
Long-term intercompany receivables	1,474,658		3,714,760		701,680		1,354		(5,892,452		)	—
Other assets	29,381		32,556		15,383		399,986		—			477,306
Assets related to discontinued operations	—		—		—		109,835		—			109,835
Total assets	$	3,800,766	$	5,380,328	$	2,497,739	$	8,081,910	$	(11,080,789	)	$	8,679,954
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	—	$	—	$	727	$	345,401	$	—		$	346,128
Short-term intercompany payables	464,798		132,007		1,485,835		159,322		(2,241,962		)	—
Accrued expenses and other	—		59,490		26,089		873,702		(222		)	959,059
Deferred revenues	—		—		—		127,782		—			127,782
Current portion of long-term debt	—		—		1,871		94,968		—			96,839
Deposits related to 2013 sale of towers	—		—		—		720,013		—			720,013
Liabilities related to discontinued operations	—		—		—		36,769		—			36,769
Total current liabilities	464,798		191,497		1,514,522		2,357,957		(2,242,184		)	2,286,590
Long-term debt	23		2,729,321		33,864		2,933,424		—			5,696,632
Deferred income tax liabilities	3		2,950		15,384		106,682		(16,028		)	108,991
Long-term intercompany payables	2,950,226		—		10,390		929,990		(3,890,606		)	—
Other long-term liabilities	30,329		—		10,248		186,451		—			227,028
Liabilities related to discontinued operations	—		—		—		5,326		—			5,326
Total liabilities	3,445,379		2,923,768		1,584,408		6,519,830		(6,148,818		)	8,324,567
Total stockholders’ equity	355,387		2,456,560		913,331		1,562,080		(4,931,971		)	355,387
Total liabilities and stockholders’ equity	$	3,800,766	$	5,380,328	$	2,497,739	$	8,081,910	$	(11,080,789	)	$	8,679,954

F-43

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Year Ended December 31, 2014

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Operating revenues	$	—		$	—		$	2,143		$	3,688,369		$	(1,792	)	$	3,688,720
Operating expenses
Cost of revenues (exclusive of   depreciation and amortization   included below)	—			—			—			2,282,326			—			2,282,326
Selling, general and administrative	2,145			2,567			140,119			1,561,410			(7,183		)	1,699,058
Impairment and restructuring   charges	—			—			63,393			157,349			—			220,742
Gain on sale of towers	—			—			—			(74,631		)	—			(74,631		)
Management fee and other	—			—			(48,852		)	51,672			(2,820		)	—
Depreciation and amortization	—			—			19,309			653,396			—			672,705
	2,145			2,567			173,969			4,631,522			(10,003		)	4,800,200
Operating loss	(2,145		)	(2,567		)	(171,826		)	(943,153		)	8,211			(1,111,480		)
Other (expense) income
Interest expense, net	(570		)	(171,646		)	(543		)	(478,784		)	202,198			(449,345		)
Intercompany interest expense	(165,324		)	—			(50		)	165,374			—			—
Interest income	280			1			9			66,135			—			66,425
Intercompany interest income	411			200,467			1,317			3			(202,198		)	—
Foreign currency transaction   losses, net	—			—			—			(130,499		)	—			(130,499		)
Equity in loss of affiliates	(1,805,438		)	(1,593,607		)	(1,589,367		)	—			4,988,412			—
Other income (expense), net	8,212			—			(2		)	(7,706		)	(7,225		)	(6,721		)
	(1,962,429		)	(1,564,785		)	(1,588,636		)	(385,477		)	4,981,187			(520,140		)
Loss from continuing operations before reorganization items and income tax benefit (provision)	(1,964,574		)	(1,567,352		)	(1,760,462		)	(1,328,630		)	4,989,398			(1,631,620		)
Reorganization items	(291		)	(45,652		)	(13,932		)	(11,726		)	—			(71,601		)
Income tax benefit (provision)	7,167			6,747			(18,678		)	(69,327		)	—			(74,091		)
Net loss from continuing operations	(1,957,698		)	(1,606,257		)	(1,793,072		)	(1,409,683		)	4,989,398			(1,777,312		)
Loss from discontinued operations, net of income taxes	—			—			—			(179,686		)	(700		)	(180,386		)
Net loss	$	(1,957,698	)	$	(1,606,257	)	$	(1,793,072	)	$	(1,589,369	)	$	4,988,698		$	(1,957,698	)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment	$	(340,847	)	$	(342,432	)	$	(342,432	)	$	(342,432	)	$	1,027,296		$	(340,847	)
Reclassification adjustment for     sale of Nextel Chile	(33,885		)	(33,885		)	(33,885		)	(33,885		)	101,655			(33,885		)
Other	(544		)	(544		)	(544		)	(544		)	1,632			(544		)
Other comprehensive loss	(375,276		)	(376,861		)	(376,861		)	(376,861		)	1,130,583			(375,276		)
Net loss	(1,957,698		)	(1,606,257		)	(1,793,072		)	(1,589,369		)	4,988,698			(1,957,698		)
Total comprehensive loss	$	(2,332,974	)	$	(1,983,118	)	$	(2,169,933	)	$	(1,966,230	)	$	6,119,281		$	(2,332,974	)

F-44

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Year Ended December 31, 2013

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Operating revenues	$	—		$	—		$	3,114		$	4,711,525		$	(3,072	)	$	4,711,567
Operating expenses
Cost of revenues (exclusive of   depreciation and amortization   included below)	—			—			—			2,276,929			—			2,276,929
Selling, general and administrative	3,136			—			167,180			1,779,719			(8,262		)	1,941,773
Impairments and restructuring   charges	—			—			97,063			71,480			—			168,543
Management fee and other	—			—			(75,116		)	106,264			(31,148		)	—
Depreciation and amortization	—			—			28,055			664,872			—			692,927
	3,136			—			217,182			4,899,264			(39,410		)	5,080,172
Operating loss	(3,136		)	—			(214,068		)	(187,739		)	36,338			(368,605		)
Other (expense) income
Interest expense, net	(562		)	(240,132		)	(1,379		)	(284,457		)	—			(526,530		)
Intercompany interest expense	(234,799		)	—			(59		)	(51,740		)	286,598			—
Interest income	913			—			9			42,405			—			43,327
Intercompany interest income	1,340			284,709			549			—			(286,598		)	—
Foreign currency transaction   losses, net	—			—			—			(123,369		)	—			(123,369		)
Equity in loss of affiliates	(1,473,856		)	(1,274,274		)	(1,269,438		)	—			4,017,568			—
Other income (expense), net	36,017			—			612			(13,150		)	(36,338		)	(12,859		)
	(1,670,947		)	(1,229,697		)	(1,269,706		)	(430,311		)	3,981,230			(619,431		)
Loss from continuing operations before income tax benefit (provision)	(1,674,083		)	(1,229,697		)	(1,483,774		)	(618,050		)	4,017,568			(988,036		)
Income tax benefit (provision)	24,484			(16,548		)	(18,111		)	(435,877		)	—			(446,052		)
Net loss from continuing operations	(1,649,599		)	(1,246,245		)	(1,501,885		)	(1,053,927		)	4,017,568			(1,434,088		)
Loss from discontinued operations, net of income taxes	—			—			—			(215,511		)	—			(215,511		)
Net loss	$	(1,649,599	)	$	(1,246,245	)	$	(1,501,885	)	$	(1,269,438	)	$	4,017,568		$	(1,649,599	)
Comprehensive loss, net of income taxes
Foreign currency translation      adjustment	$	(334,893	)	$	(335,183	)	$	(335,183	)	$	(335,183	)	$	1,005,549		$	(334,893	)
Other	2,257			2,257			2,257			2,257			(6,771		)	2,257
Other comprehensive loss	(332,636		)	(332,926		)	(332,926		)	(332,926		)	998,778			(332,636		)
Net loss	(1,649,599		)	(1,246,245		)	(1,501,885		)	(1,269,438		)	4,017,568			(1,649,599		)
Total comprehensive loss	$	(1,982,235	)	$	(1,579,171	)	$	(1,834,811	)	$	(1,602,364	)	$	5,016,346		$	(1,982,235	)

F-45

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

For the Year Ended December 31, 2012

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Operating revenues	$	—		$	—		$	3,071		$	5,694,718		$	(4,554	)	$	5,693,235
Operating expenses
Cost of revenues (exclusive of depreciation and amortization included below)	—			—			73			2,303,419			(1,483		)	2,302,009
Selling, general and administrative	3,180			2			309,680			1,962,033			(12,973		)	2,261,922
Impairment and restructuring charges	—			—			—			30,401			—			30,401
Management fee and other	—			—			(126,971		)	225,202			(98,231		)	—
Depreciation and amortization	—			—			36,079			569,082			—			605,161
	3,180			2			218,861			5,090,137			(112,687		)	5,199,493
Operating (loss) income	(3,180		)	(2		)	(215,790		)	604,581			108,133			493,742
Other (expense) income
Interest expense, net	(23,646		)	(229,652		)	(2,072		)	(104,425		)	—			(359,795		)
Intercompany interest expense	(215,501		)	—			—			(84,202		)	299,703			—
Interest income	15,292			24,181			801			(6,489		)	—			33,785
Intercompany interest income	1			261,352			186			38,164			(299,703		)	—
Foreign currency transaction losses	—			—			—			(63,330		)	—			(63,330		)
Equity in loss of affiliates	(639,902		)	(443,294		)	(434,443		)	—			1,517,639			—
Other income (expense), net	86,324			—			101			(6,389		)	(108,133		)	(28,097		)
	(777,432		)	(387,413		)	(435,427		)	(226,671		)	1,409,506			(417,437		)
(Loss) income before income tax benefit (provision)	(780,612		)	(387,415		)	(651,217		)	377,910			1,517,639			76,305
Income tax benefit (provision)	15,363			(19,731		)	(24,833		)	(128,943		)	—			(158,144		)
Net (loss) income from continuing operations	(765,249		)	(407,146		)	(676,050		)	248,967			1,517,639			(81,839		)
Loss from discontinued operations, net of income taxes	—			—			—			(683,410		)	—			(683,410		)
Net loss	$	(765,249	)	$	(407,146	)	$	(676,050	)	$	(434,443	)	$	1,517,639		$	(765,249	)
Comprehensive loss, net of income taxes
Foreign currency translation      adjustment	$	(97,589	)	$	(96,593	)	$	(96,593	)	$	(96,593	)	$	289,779		$	(97,589	)
Other	(1,802		)	(1,802		)	(1,802		)	(1,802		)	5,406			(1,802		)
Other comprehensive loss	(99,391		)	(98,395		)	(98,395		)	(98,395		)	295,185			(99,391		)
Net loss	(765,249		)	(407,146		)	(676,050		)	(434,443		)	1,517,639			(765,249		)
Total comprehensive loss	$	(864,640	)	$	(505,541	)	$	(774,445	)	$	(532,838	)	$	1,812,824		$	(864,640	)

F-46

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2014

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Cash flows from operating activities:
Net loss	$	(1,957,698	)	$	(1,606,257	)	$	(1,793,072	)	$	(1,589,369	)	$	4,988,698		$	(1,957,698	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,861,773			1,631,873			1,640,357			1,246,260			(4,988,698		)	1,391,565
Total operating cash (used in) provided by continuing operations	(95,925		)	25,616			(152,715		)	(343,109		)	—			(566,133		)
Total operating cash used in discontinued operations	—			—			—			(62,583		)	—			(62,583		)
Net cash (used in) provided by operating activities	(95,925		)	25,616			(152,715		)	(405,692		)	—			(628,716		)
Cash flows from investing activities:
Capital expenditures	—			—			(7,012		)	(605,149		)	—			(612,161		)
Purchases of investments	—			—			—			(1,637,913		)	—			(1,637,913		)
Proceeds from sales of investments	—			—			—			2,092,459			—			2,092,459
Changes in restricted cash and escrow accounts	25,300			—			—			(163,127		)	—			(137,827		)
Investment in subsidiaries	(180,712		)	(446		)	—			—			181,158			—
Other, net	1,856			—			32,390			(70,488		)	(1,856		)	(38,098		)
Total investing cash (used in) provided by continuing operations	(153,556		)	(446		)	25,378			(384,218		)	179,302			(333,540		)
Total investing cash used in discontinued operations	—			—			—			(13,998		)	—			(13,998		)
Net cash (used in) provided by investing activities	(153,556		)	(446		)	25,378			(398,216		)	179,302			(347,538		)
Cash flows from financing activities:
Borrowings under equipment financing and other	—			—			—			14,590			—			14,590
Repayments under capital leases	—			—			(42,414		)	(6,506		)	—			(48,920		)
Repayments under equipment financing and other borrowings	—			—			—			(39,243		)	—			(39,243		)
Payment of line of credit	—			—			—			(54,067		)	—			(54,067		)
Capital contributions	—			20			180,525			613			(181,158		)	—
Other, net	(86		)	(20		)	(1,855		)	(527		)	1,856			(632		)
Net cash (used in) provided by financing activities	(86		)	—			136,256			(85,140		)	(179,302		)	(128,272		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(55,657		)	—			(55,657		)
Change in cash and cash equivalents related to discontinued operations	—			—			—			3,448			—			3,448
Net (decrease) increase in cash and cash equivalents	(249,567		)	25,170			8,919			(941,257		)	—			(1,156,735		)
Cash and cash equivalents, beginning of year	356,314			—			5,586			1,368,435			—			1,730,335
Cash and cash equivalents, end of year	$	106,747		$	25,170		$	14,505		$	427,178		$	—		$	573,600

F-47

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2013

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Cash flows from operating activities:
Net loss	$	(1,649,599	)	$	(1,246,245	)	$	(1,501,885	)	$	(1,269,438	)	$	4,017,568		$	(1,649,599	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,477,932			1,298,129			1,340,701			1,571,997			(4,067,478		)	1,621,281
Total operating cash (used in) provided by continuing operations	(171,667		)	51,884			(161,184		)	302,559			(49,910		)	(28,318		)
Total operating cash provided by (used in) discontinued operations	—			—			1,440			(165,573		)	—			(164,133		)
Net cash (used in) provided by operating activities	(171,667		)	51,884			(159,744		)	136,986			(49,910		)	(192,451		)
Cash flows from investing activities:
Capital expenditures	—			—			(14,232		)	(606,663		)	—			(620,895		)
Purchases of licenses	—			—			—			(53,066		)	—			(53,066		)
Purchases of investments	—			—			—			(2,360,529		)	—			(2,360,529		)
Proceeds from sales of investments	—			—			—			1,942,886			—			1,942,886
Proceeds from 2013 sale of towers, net	—			—			—			721,404			—			721,404
Transfers to restricted cash	(15,050		)	—			—			(26,659		)	—			(41,709		)
Transfers from restricted cash	—			—			—			2,273			—			2,273
Investment in subsidiaries	(191,526		)	(1,974		)	(1,260		)	—			194,760			—
Other, net	545			—			—			191			(529		)	207
Total investing cash used in continuing operations	(206,031		)	(1,974		)	(15,492		)	(380,163		)	194,231			(409,429		)
Total investing cash provided by discontinued operations	—			—			—			231,817			—			231,817
Net cash used in investing activities	(206,031		)	(1,974		)	(15,492		)	(148,346		)	194,231			(177,612		)
Cash flows from financing activities:
Gross proceeds from issuance of senior notes	—			—			—			1,600,000			—			1,600,000
Borrowings under equipment financing and other	—			—			—			145,077			—			145,077
Repayments under syndicated loan facilities	—			—			—			(323,919		)	—			(323,919		)
Repayments of import financing	—			—			—			(37,422		)	—			(37,422		)
Repayments under tower financing and other borrowings	—			—			(16,608		)	(46,887		)	—			(63,495		)
Payment of line of credit	—			—			—			(362,735		)	—			(362,735		)
Intercompany dividends	—			(49,910		)	—			—			49,910			—
Capital contributions	—			20			191,506			3,234			(194,760		)	—
Other, net	(1,010		)	(20		)	(545		)	(26,904		)	529			(27,950		)
Total financing cash (used in) provided by continuing operations	(1,010		)	(49,910		)	174,353			950,444			(144,321		)	929,556
Total financing cash used in discontinued operations	—			—			—			(152,965		)	—			(152,965		)
Net cash (used in) provided by financing activities	(1,010		)	(49,910		)	174,353			797,479			(144,321		)	776,591
Effect of exchange rate changes   on cash and cash equivalents	—			—			—			(56,236		)	—			(56,236		)
Change in cash and cash equivalents related to discontinued operations	—			—			—			15,090			—			15,090
Net (decrease) increase in cash and cash equivalents	(378,708		)	—			(883		)	744,973			—			365,382
Cash and cash equivalents, beginning of year	735,022			—			6,469			623,462			—			1,364,953
Cash and cash equivalents, end of year	$	356,314		$	—		$	5,586		$	1,368,435		$	—		$	1,730,335

F-48

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2012

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Cash flows from operating activities:
Net loss	$	(765,249	)	$	(407,146	)	$	(676,050	)	$	(434,443	)	$	1,517,639		$	(765,249	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities	768,542			567,599			564,974			1,296,998			(1,869,145		)	1,328,968
Total operating cash provided by (used in) continuing operations	3,293			160,453			(111,076		)	862,555			(351,506		)	563,719
Total operating cash provided by (used in) discontinued operations	—			—			2,142			(212,678		)	—			(210,536		)
Net cash provided by (used in) operating activities	3,293			160,453			(108,934		)	649,877			(351,506		)	353,183
Cash flows from investing activities:
Capital expenditures	—			—			(92,574		)	(861,308		)	—			(953,882		)
Purchases of licenses	—			—			—			(100,185		)	—			(100,185		)
Purchases of investments	—			—			—			(1,678,918		)	—			(1,678,918		)
Proceeds from sales of investments	224,330			—			—			1,589,453			—			1,813,783
Transfers to restricted cash	—			—			—			(11,969		)	—			(11,969		)
Transfers from restricted cash	—			—			—			7,882			—			7,882
Intercompany borrowings	—			—			—			(300		)	300			—
Investment in subsidiaries	(318,949		)	(9,445		)	—			—			328,394			—
Other, net	—			—			—			1,018			—			1,018
Total investing cash used in continuing operations	(94,619		)	(9,445		)	(92,574		)	(1,054,327		)	328,694			(922,271		)
Total investing cash used in discontinued operations	—			—			—			(132,889		)	—			(132,889		)
Net cash used in investing activities	(94,619		)	(9,445		)	(92,574		)	(1,187,216		)	328,694			(1,055,160		)
Cash flows from financing activities:
Borrowings under line of credit	—			—			—			212,770			—			212,770
Borrowings under equipment financing	—			—			—			233,776			—			233,776
Repayments under syndicated loan facilities	—			—			—			(97,403		)	—			(97,403		)
Repayments of import financing	—			—			—			(175,923		)	—			(175,923		)
Capital contributions	—			—			318,949			9,445			(328,394		)	—
Proceeds from intercompany long-term loan	—			—			300			—			(300		)	—
Purchases of convertible notes	(212,782		)	—			—			—			—			(212,782		)
Intercompany dividends	—			(151,186		)	(100,320		)	(100,000		)	351,506			—
Other, net	(3,228		)	(778		)	(19,368		)	(101,349		)	—			(124,723		)
Total financing cash (used in) provided by continuing operations	(216,010		)	(151,964		)	199,561			(18,684		)	22,812			(164,285		)
Total financing cash used in discontinued operations	—			—			—			(74,010		)	—			(74,010		)
Net cash (used in) provided by financing activities	(216,010		)	(151,964		)	199,561			(92,694		)	22,812			(238,295		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			844			—			844
Change in cash and cash equivalents related to discontinued operations	—			—			—			22,226			—			22,226
Net decrease in cash and cash equivalents	(307,336		)	(956		)	(1,947		)	(606,963		)	—			(917,202		)
Cash and cash equivalents, beginning of year	1,042,358			956			8,416			1,230,425			—			2,282,155
Cash and cash equivalents, end of year	$	735,022		$	—		$	6,469		$	623,462		$	—		$	1,364,953

F-49

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18.    Subsequent Event

On January 26, 2015, NII Holdings, Inc. and certain of its subsidiaries entered into a purchase and sale agreement with an indirect subsidiary of AT&T for the sale of Nextel Mexico. The purchase agreement provides for a purchase price of $1.875 billion in cash, less Nextel Mexico's outstanding debt, net of its cash balances, on the closing date and subject to other specified adjustments.

The purchase agreement provides that approximately $32.0 million of the purchase price will be deposited and held in escrow to secure specified obligations of AT&T under the purchase agreement. The purchase agreement also provides that $187.5 million of the purchase price will be held in escrow for two years in case of breaches by Nextel Mexico of representations, warranties and covenants.

The sale transaction is being implemented pursuant to Section 363 of the Bankruptcy Code and is subject to higher or better offers in accordance with bidding procedures approved by, and under the supervision of, the Bankruptcy Court. AT&T may terminate the purchase agreement if the hearing before the Bankruptcy Court with respect to the sale does not occur by March 23, 2015. The successful bidder in the auction process contemplated by the bidding procedures will be required to complete the transactions contemplated by the purchase agreement in accordance with its terms. In addition, if AT&T is not the successful bidder, NII Holdings will be required to pay AT&T a termination fee equal to approximately $32.0 million, reimburse up to $10.0 million of AT&T's expenses and return the deposit.

Completion of the sale is subject to several conditions, including: (i) the Bankruptcy Court having entered all appropriate orders; (ii) obtaining all required governmental approvals; (iii) the absence of a material adverse effect on Nextel Mexico; and (iv) certain other customary conditions. Assuming the successful sale of Nextel Mexico, we plan to focus our financial and other resources on our core operation in Brazil. We expect the sale transaction to be completed by mid-2015.

Pending completion of the transactions contemplated by the purchase agreement, Nextel Mexico has agreed to (i) conduct its business in the ordinary course consistent with past practice; and (ii) use commercially reasonable efforts to maintain and preserve intact its business organization and preserve intact certain business relationships and relationships with applicable regulatory authorities.

F-50

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

NII HOLDINGS, INC. CONDENSED BALANCE SHEETS (PARENT COMPANY ONLY) (in thousands)
	December 31, 2014			December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	106,747		$	356,314
Short-term intercompany receivables	27,803			31,803
Prepaid expenses and other	7,942			6,832
Total current assets	142,492			394,949
Investments in and advances to affiliates	—			1,867,753
Intangible assets, net	18,000			18,000
Deferred income taxes, net	—			16,025
Long-term intercompany receivables	1,393,109			1,474,658
Other assets	947			29,381
Total assets	$	1,554,548		$	3,800,766
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Liabilities not subject to compromise
Current liabilities
Short-term intercompany payables	$	—		$	464,798
Total current liabilities	—			464,798
Long-term intercompany payables	—			2,950,226
Other long-term liabilities	1,629			30,355
Total liabilities not subject to compromise	1,629			3,445,379
Liabilities subject to compromise	30,584			—
Intercompany liabilities subject to compromise	3,487,099			—
Total liabilities subject to compromise	3,517,683			—
Total stockholders’ (deficit) equity	(1,964,764		)	355,387
Total liabilities and stockholders’ (deficit) equity	$	1,554,548		$	3,800,766

F-51

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

NII HOLDINGS, INC. CONDENSED STATEMENTS OF COMPREHENSIVE LOSS (PARENT COMPANY ONLY) (in thousands)
	Year Ended December 31,
	2014			2013			2012
Operating revenues	$	—		$	—		$	—
Operating expenses
Selling, general and administrative	2,145			3,136			3,180
	2,145			3,136			3,180
Operating loss	(2,145		)	(3,136		)	(3,180		)
Other (expense) income
Interest expense, net	(570		)	(562		)	(23,646		)
Intercompany interest expense	(165,324		)	(234,799		)	(215,501		)
Interest income	280			913			15,292
Intercompany interest income	411			1,340			1
Equity in loss of affiliates	(1,805,438		)	(1,473,856		)	(639,902		)
Other income, net	8,212			36,017			86,324
	(1,962,429		)	(1,670,947		)	(777,432		)
Loss before reorganization items and income tax benefit	(1,964,574		)	(1,674,083		)	(780,612		)
Reorganization items	(291		)	—			—
Income tax benefit	7,167			24,484			15,363
Net loss	$	(1,957,698	)	$	(1,649,599	)	$	(765,249	)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment	$	(340,847	)	$	(334,893	)	$	(97,589	)
Reclassification adjustment for sale of Nextel Chile	(33,885		)	—			—
Other	(544		)	2,257			(1,802		)
Other comprehensive loss	(375,276		)	(332,636		)	(99,391		)
Net loss	(1,957,698		)	(1,649,599		)	(765,249		)
Total comprehensive loss	$	(2,332,974	)	$	(1,982,235	)	$	(864,640	)

F-52

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

NII HOLDINGS, INC. CONDENSED STATEMENTS OF CASH FLOWS (PARENT COMPANY ONLY) (in thousands)
	Year Ended December 31,
	2014			2013			2012
Cash flows from operating activities:
Net loss	$	(1,957,698	)	$	(1,649,599	)	$	(765,249	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,861,773			1,477,932			768,542
Net cash (used in) provided by operating activities	(95,925		)	(171,667		)	3,293
Cash flows from investing activities:
Proceeds from sales of long-term and short-term investments	—			—			224,330
Changes in restricted cash and escrow accounts	25,300			(15,050		)	—
Investments in subsidiaries	(180,712		)	(191,526		)	(318,949		)
Other, net	1,856			545			—
Net cash used in investing activities	(153,556		)	(206,031		)	(94,619		)
Cash flows from financing activities:
Purchases of convertible notes	—			—			(212,782		)
Other, net	(86		)	(1,010		)	(3,228		)
Net cash used in financing activities	(86		)	(1,010		)	(216,010		)
Net decrease in cash and cash equivalents	(249,567		)	(378,708		)	(307,336		)
Cash and cash equivalents, beginning of year	356,314			735,022			1,042,358
Cash and cash equivalents, end of year	$	106,747		$	356,314		$	735,022

F-53

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

SCHEDULE I — NOTES TO CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

1.    Basis of Presentation

NII Holdings, Inc., or NII Holdings, our parent company, is a holding company that conducts substantially all of its business operations through its operating subsidiaries. See Note 1 to our consolidated financial statements for more information. As specified in the indenture surrounding our NIIT senior notes and in certain of our operating companies' local financing agreements, there are restrictions on the parent company's ability to obtain funds from certain of its subsidiaries through dividends, loans or advances. Substantially all of the consolidated net assets of NII Holdings and its subsidiaries are restricted. See Note 9 to our consolidated financial statements for more information. These condensed financial statements have been presented on a "parent company only" basis. In accordance with this parent company only presentation, we have presented our parent company's investments in consolidated subsidiaries under the equity method. These condensed parent company only financial statements should be read in conjunction with our consolidated financial statements included elsewhere herein.

2.    Dividends From Subsidiaries

NII Holdings' consolidated subsidiaries did not declare any dividends to the parent company during the year ended December 31, 2014. For the years ended December 31, 2013 and 2012, NII Holdings' consolidated subsidiaries declared and paid $49.9 million and $151.2 million, respectively, in cash dividends to the parent company.

F-54

NII HOLDINGS, INC. (DEBTOR-IN-POSSESSION) AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

	Balance at Beginning of Period		Charged to Costs and Expenses		Deductions and Other Adjustments (1)			Balance at End of Period
Year Ended December 31, 2014
Allowance for doubtful accounts	$	54,531	$	114,784	$	(114,300	)	$	55,015
Valuation allowance for deferred tax assets	$	4,335,913	$	610,467	$	(77,876	)	$	4,868,504
Year Ended December 31, 2013
Allowance for doubtful accounts	$	104,897	$	111,460	$	(161,826	)	$	54,531
Valuation allowance for deferred tax assets	$	330,739	$	4,052,410	$	(47,236	)	$	4,335,913
Year Ended December 31, 2012
Allowance for doubtful accounts	$	62,030	$	214,454	$	(171,587	)	$	104,897
Valuation allowance for deferred tax assets	$	180,545	$	151,286	$	(1,092	)	$	330,739

_______________________________________

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

F-55

EXHIBIT INDEX

For periods before December 21, 2001, references to NII Holdings refer to Nextel International, Inc. the former name of NII Holdings. All documents referenced below were filed pursuant to the Securities Exchange Act of 1934 by NII Holdings, file number 0-32421, unless otherwise indicated.

Exhibit Number	Exhibit Description	Form	Exhibit	Incorporated by Reference Filing Date	Filed Herewith
3.1	Amended and Restated Certificate of Incorporation of NII Holdings	8-K	3.1	05/23/13
3.2	Fourth Amended and Restated Bylaws of NII Holdings	8-K	3.2	05/23/13
4.1	Indenture governing our 10% senior notes due 2016, dated as of August 18, 2009, by and between NII Holdings and Wilmington Trust Company, as Indenture Trustee	8-K	4.1	08/18/09
4.2	Indenture governing our 8.875% senior notes due 2019, dated as of December 15, 2009, by and between NII Holdings and Wilmington Trust Company, as Indenture Trustee	8-K	4.1	12/15/09
4.3	Indenture governing our 7.625% senior notes due 2021, dated as of March 29, 2011, by and between NII Holdings and Wilmington Trust Company, as Indenture Trustee	8-K	4.1	03/29/11
4.4	First Supplemental Indenture to the Indenture governing our 7.625% senior notes due 2021, dated as of December 8, 2011, by and between NII Holdings and Wilmington Trust Company, as Indenture Trustee	8-K	4.2	12/08/11
4.5	Indenture governing our 11.375% senior notes due 2019, dated as of February 19, 2013, by and between NII International Telecom S.C.A., NII Holdings, Inc. and Wilmington Trust National Association, as Indenture Trustee	8-K	4.1	02/19/13
4.6	Registration Rights Agreement related to our 11.375% senior notes due 2019, dated as of February 19, 2013, among NII International Telecom S.C.A., NII Holdings, Inc. and the initial purchasers	8-K	4.2	02/19/13
4.7	First Supplemental Indenture governing our 11.375% senior notes due 2019, dated April 15, 2013, among NII International Telecom, S.C.A., NII Holdings, Inc. and Wilmington Trust National Association, as Indenture Trustee	8-K	4.2	04/15/13
4.8	Registration Rights Agreement related to our 11.375% senior notes due 2019, dated April 15, 2013, among NII International Telecom, S.C.A., NII Holdings, Inc. and J.P. Morgan Securities LLC	8-K	4.3	04/15/13
4.9	Indenture governing our 7.875% senior notes due 2019, dated May 23, 2013, among NII International Telecom, S.C.A., NII Holdings, Inc. and Wilmington Trust National Association, as Indenture Trustee	8-K	4.1	05/23/13
4.10	Registration Rights Agreement related to our 7.875% senior notes due 2019, dated May 23, 2013, among NII International Telecom S.C.A., NII Holdings, Inc. and the initial purchasers named therein	8-K	4.2	05/23/13
10.1	Subscriber Unit Purchase Agreement, dated as of January 1, 2005, by and between NII Holdings and Motorola, Inc. (portions of this exhibit have been omitted pursuant to a request for confidential treatment)	10-K	10.1	03/22/06
10.2	Amendment Number Three to the Subscriber Unit Purchase Agreement, dated September 28, 2006, by and between NII Holdings and Motorola, Inc. (portions of this exhibit have been omitted pursuant to a request for confidential treatment)	10-Q	10.1	11/06/06
10.3	Form of iDEN Infrastructure Installation Services Agreement, effective June 30, 2000, by and between NII Holdings, Motorola, Inc. and each of Nextel, Telecomunicações Ltda., Nextel Argentina S.R.L., Nextel de Mexico, S.A. de C.V., Nextel del Peru, S.A. and Nextel Communications Philippines, Inc.	8-K	10.1	12/22/00

F-56

10.4	Form of iDEN Infrastructure Equipment Supply Agreement, effective June 30, 2000, by and between NII Holdings, Motorola, Inc. and each of Nextel Telecomunicações Ltda., Nextel Argentina S.R.L., Nextel de Mexico, S.A. de C.V., Nextel del Peru, S.A. and Nextel Communications Philippines, Inc.	8-K	10.2	12/22/00
10.5	Amendment 003 to iDEN Infrastructure Equipment Supply Agreement, dated December 7, 2001, between NII Holdings, Motorola, Inc., Nextel Communications Argentina, S.A., Nextel Telecomunicações Ltda., Comunicaciones Nextel de Mexico, S.A. de C.V., Nextel del Peru S.A. and Nextel Communications Philippines, Inc.	10-K	10.48	03/29/02
10.6	Form of Amendment 007A to the iDEN Infrastructure Equipment Supply Agreement, dated September 28, 2006, between NII Holdings, Motorola, Inc. and each of Nextel Communications Argentina, S.A., Nextel Telecomunicações Ltda., Centennial Cayman Corp. Chile, S.A., Comunicaciones Nextel de Mexico, S.A. de C.V. and Nextel del Peru, S.A. (portions of this exhibit have been omitted pursuant to a request for confidential treatment)	10-Q	10.2	11/06/06
10.7	Fourth Amended and Restated Trademark License Agreement, dated July 27, 2011, between Nextel Communications, Inc. and NII Holdings	10-Q	10.1	11/08/11
10.8	Spectrum Use and Build Out Agreement, dated as of November 12, 2002	10-K	10.2	03/27/03
10.9	Stock Purchase Agreement by and among Entel Inversiones, S.A., Empresa Nacional de Telecomunicaciones S.A., NII Mercosur Telecom, S.L., NII Mercosur Moviles, S.L. and NII Holdings, Inc., dated as of April 4, 2013	8-K	10.1	04/04/13
10.10(+)	Form of NII Holdings Change of Control Severance Plan	10-K	10.9	02/28/13
10.11(+)	2012 Incentive Compensation Plan	Def 14A	A	03/30/12
10.12(+)	Form of Executive Officer Restricted Stock Award Agreement	10-K	10.11	02/28/13
10.13(+)	Form of Executive Officer Nonqualified Stock Option Agreement	10-K	10.12	02/28/13
10.14(+)	Form of Executive Officer Performance Share Unit Agreement	8-K	10.2	05/02/13
10.15(+)	Form of Non-Employee Director Restricted Stock Award Agreement	10-K	10.13	02/28/13
10.16(+)	Form of Non-Employee Director Nonqualified Stock Option Agreement	8-K	10.4	05/02/06
10.17(+)	Severance Plan	10-K	10.16	02/28/13
10.18(+)	Offer Letter for Steven M. Shindler, dated April 30, 2013	8-K	10.1	05/02/13
10.19(+)	Offer Letter for Peter A. Foyo, dated December 16, 2013	8-K	10.1	12/19/13
10.20(+)	International Assignment Agreement between NII Holdings, Inc. and Gokul Hemmady	8-K	10.1	07/12/13
10.21	Form of Director and Executive Officer Indemnification Agreement	10-K	10.2	02/28/14
10.22(+)	Employment Agreement between Comunicaciones Nextel de Mexico, S.A. de C.V. and Salvador Alvarez Valdes, dated as of July 3, 2014.				*
10.23(+)	Amendment No. 1 to the Employment Agreement, dated February 23, 2015, between Comunicaciones Nextel de Mexico, S.A. de C.V. and Salvador Alvarez Valdes.				*
10.24	Purchase and Sale Agreement, dated as of January 26, 2015, between New Cingular Wireless Services, Inc., NIHD Telecom Holdings, B.V., NIU Holdings LLC, Nextel International (Uruguay) LLC, NII International Telecom S.C.A., NII International Holdings S.à r.l., NII Global Holdings, Inc., NII Capital Corp. and NII Holdings, Inc.	8-K	2.1	01/26/15

F-57

10.25	Plan Support Agreement, dated March 5, 2015, by and among NII Holdings, Inc., NII Capital Corp., NII Funding Corp., NII Aviation, Inc., Nextel International (Services), Ltd., NII Global Holdings, Inc., NII International Holdings S.a.r.l., NII International Telecom S.C.A., NII Mercosur, LLC, McCaw International (Brazil), LLC, Airfone Holdings, LLC, and NIU Holdings LLC, entities managed by Aurelius Capital Management, LP, entities managed by Capital Research and Management Company, members of the Ad Hoc Committee of Luxco Holders, and the Official Committee of Unsecured Creditors of NII Holdings, Inc., et al.	8-K	10.1	03/06/15
12.1	Computation of Ratio of Earnings to Fixed Charges				*
16.1	PricewaterhouseCoopers LLP Letter of Concurrence, dated March 4, 2014	8-K	16.1	03/05/14
21.1	Subsidiaries of NII Holdings				*
23.1	Consent of KPMG LLP				*
23.2	Consent of PricewaterhouseCoopers LLP				*
31.1	Statement of Chief Executive Officer Pursuant to Rule 13a-14(a)				*
31.2	Statement of Chief Financial Officer Pursuant to Rule 13a-14(a)				*
32.1	Statement of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350				*
32.2	Statement of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350				*
99.1	Credit Agreement, dated July 12, 2011, among Comunicaciones Nextel de Mexico, S.A. de C.V., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Non-Sinosure)	10-K	99.1	02/28/14
99.2	Credit Agreement, dated July 12, 2011, among Comunicaciones Nextel de Mexico, S.A. de C.V., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Sinosure)	10-K	99.2	02/28/14
99.3	Credit Agreement, dated April 20, 2012, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Non-Sinosure)	10-K	99.3	02/28/14
99.4	Credit Agreement, dated April 20, 2012, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Sinosure)	10-K	99.4	02/28/14
99.5	Bank Credit Certificate, dated November 8, 2011, between Nextel Telecomunicações Ltda., and Caixa Econômica Federal	10-K	99.5	02/28/14
99.6	Bank Credit Certificate, dated October 31, 2012, between Nextel Telecomunicações Ltda., and Banco do Brasil, S.A.	10-K	99.6	02/28/14
99.7	Amendment No. 1 to the Credit Agreement, dated September 25, 2013, among Comunicaciones Nextel de Mexico, S.A. de C.V., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Non-Sinosure)	10-K/A	99.7	02/28/14
99.8	Amendment No. 1 to the Credit Agreement, dated September 25, 2013, among Comunicaciones Nextel de Mexico, S.A. de C.V., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Sinosure)	10-K/A	99.8	02/28/14
99.9	Amendment No. 1 to the Credit Agreement, dated September 25, 2013, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Non-Sinosure)	10-K/A	99.9	02/28/14
99.10	Amendment No. 1 to the Credit Agreement, dated September 25, 2013, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Sinosure)	10-K/A	99.10	02/28/14

F-58

99.11	Amendment No. 2 to the Credit Agreement, dated December 5, 2014, among Comunicaciones Nextel de Mexico, S.A. de C.V., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Non-Sinosure)	*
99.12	Amendment No. 2 to the Credit Agreement, dated December 5, 2014, among Comunicaciones Nextel de Mexico, S.A. de C.V., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Sinosure)	*
99.13	Amendment No. 2 to the Credit Agreement, dated December 5, 2014, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Non-Sinosure)	*
99.14	Amendment No. 2 to the Credit Agreement, dated December 5, 2014, among Nextel Telecomunicações Ltda., the Guarantors and China Development Bank Corporation, as Lender, Administrative Agent and Arranger (Sinosure)	*
99.15	Amendment No. 1 to Bank Credit Certificate, dated February 13, 2015, between Nextel Telecomunicações Ltda. and Caixa Econômica Federal	*
99.16	Amendment No. 1 to Bank Credit Certificate, dated February 13, 2015, between Nextel Telecomunicações Ltda. and Banco do Brasil, S.A.	*
99.17	Mutual Standstill Agreement, dated February 13, 2015, between Nextel Telecomunicações Ltda., Nextel Telecomunicações S.A., Caixa Econômica Federal and Banco do Brasil, S.A.	*
101	The following materials from the NII Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2014 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Loss, (iii) Consolidated Statements of Changes in Stockholders’ (Deficit) Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements	*

_______________________________________

+ Indicates Management Compensatory Plan, Contract or Arrangement.

F-59

EX-10.22

Exhibit 10.22

EMPLOYMENT AGREEMENT ENTERED INTO BY AND BETWEEN COMUNICACIONES NEXTEL DE MÉXICO, S.A. DE C.V. (THE “COMPANY”) AS EMPLOYER, HEREIN REPRESENTED BY ANTONIO GARZA CÁNOVAS, AND SALVADOR ÁLVAREZ VALDÉS [THE “EMPLOYEE”), ON HIS OWN RIGHT, PURSUANT TO THE FOLLOWING.

R E P R E S E N T A T I O N S

I. The Company represents that it is a business corporation duly incorporated according to the laws of Mexico, mainly engaged in rendering mobile telecommunication services to the public; that its main place of business is located at Paseo de los Tamarindos #90, Floor 24, Col. Bosques de las Lomas, Del. Cuajimalpa, C.P. 05120, Tax Id CNM980114 PI2 and Social Security Number Y54-35206-10-6.

II. The Employee represents that he is a Mexican national, of 48 years of age, married, and that his address is located at Calle de Montaña No. 161, House 4, Col. Jardines del Pedregal, Mexico, DF, with CURP AAVS651120HNELL08, Tax Id AAVS651120CK4 and Social Security Number 01926504984.

III. The Company requires the services of a person to hold the position of “President”.

IV. The Employee hereby represents to have the knowledge and experience required to render the services under the position referred to in the preceding representation

BY VIRTUE OF THE FOREGOING, the parties enter into this agreement and agree to the following:

S E C T I O N S

Section 1.Description of Personal Services.

1.1Position. The Employee hereby agrees to render his personal services to the Company under the position of “President” which position the Employee agrees to perform at all times with the utmost diligence and efficiency.

1.2 Description of Functions and Duties. The Employee’s main duties shall include, but not be limited to being responsible for the strategic leadership of the organization to ensure its future relevance, credibility, and viability. The Employee is responsible for establishing organizational objectives and priorities and for reviewing and evaluating the progress and work for attainment of objectives and performance goals, pursuant to the guidelines provided to him by the Company’s Shareholders Meeting. The Employee will plan, develop, organize, implement, direct and evaluate the organization's business performance. The Employee will provide technical financial advice and knowledge to others within the financial discipline, as well as provide for continual improvement of the budgeting process through education of department managers on financial issues impacting their budgets overseeing all design, marketing, promotion, delivery and quality of programs, products and services. The Employee will recommend the yearly budget for the Company’s Shareholders Meeting approval and prudently manage the organization's resources within those budget guidelines according to current laws and regulations. The Employee will effectively manage the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations. The Employee is also responsible for assuring the organization and its mission, programs, products and services are consistently presented in strong, positive image to relevant stakeholders. The Employee will participate in the development of the corporation's plans and programs as a strategic partner. The Employee will evaluate and advise on the impact of long range planning, introduction of new programs/strategies and regulatory action. The Employee will enhance and/or develop, implement and enforce policies and procedures of the organization by way of systems that will improve the overall operation and effectiveness of the corporation. The Employee will establish credibility throughout the organization as an effective developer of solutions to business challenges. In addition to the above, the Employee shall also perform any other activity connected or related to his main duties, even though said

activities may be required to be performed outside of the workplace. The Employee shall be subject to the orders and instructions given by the persons appointed by the Company’s Shareholders Meeting. The Employee understands and agrees that he may be required to work together and coordinate efforts with other companies or subsidiaries or parents of the Company. The Employee acknowledges and expressly agrees, however, that he is not and will not become, under any circumstance, an Employee of any entity other than the Company, whether or not affiliated with the Company.

1.3 Additional/Other Duties. The Employee understands and agrees that above-referenced functions, duties, and responsibilities are not exhaustive, and that the Employee must comply with all other functions, duties, responsibilities, limitations, or instructions given by the Company from time to time, and/or which are derived from or related to the Employee’s job and with no additional compensation, as the salary of the Employee already includes any required compensation. The Employee acknowledges that the Company has the right to modify reasonably, at its discretion, the Employee’s functions, duties, and responsibilities, provided however such functions, duties and responsibilities are compatible with the Employee’s position.

1.4 Observance of Laws and Company’s Policies. The Employee expressly agrees to comply with all local laws of Mexico, as well as to adhere to the Company’s professional policies and procedures while on duty, including but not limited to the Company’s Code of Business Conduct and Ethics, as well as to policies and procedures related to expenses and travel, drugs and alcohol, and any other policies or procedures that the Company may establish from time to time.

1.5Availability of Policies. The Employee expressly understands and acknowledges that all Company policies and procedures are available on the Company’s intranet site. The Employee will undertake the obligation to review these materials and to be in full compliance with all of their terms and conditions. In the event any specific policy or procedure is not available or is not displayed properly on the intranet site, the Employee understands that all such materials are available from the Employee’s Legal Representative.

Section 2. Exclusivity of Services.

The Employee expressly agrees that he will render his services exclusively to the Company and expressly acknowledges that the only existing employment relationship is with the Company. For the duration of this Agreement, the Employee agrees that he shall not undertake, for compensation or gratuitously, directly or through third parties, be it individuals or legal entities, activities similar or analogous to those contemplated in this Agreement, or which may constitute the corporate purposes of the Company, for parties other than the Company, unless otherwise instructed by the Company. Moreover, the Employee agrees not to invest in or acquire an interest, shares and/or participation, directly or indirectly, in companies, entities, assets, enterprises, business, ventures, and/or institutions that conduct activities analogous or similar to those contemplated in this Agreement or those which constitute the corporate purposes of the Company, whether as owner, part-owner, stockholder, partner, director, officer, trustee, representative, agent, consultant or in any other capacity, on his own behalf or on behalf of any corporation, partnership or other business organization, and not to recruit, or otherwise solicit or induce a person who is an employee or consultant of the Company to terminate his or her employment with, or otherwise cease his/her relationship with, the Company.

It is expressly understood that the current positions held by the Employee on the board of directors and the current passive investment in companies that the Employee currently owns which are mentioned in Annex “A” to this Agreement.

Section 3. Trusted Employee.

Considering the confidential nature of the work to be performed by the Employee, and that the applicable legal requirements therefore are met, both parties acknowledge and agree that the Employee is, and for all legal purposes shall be considered as a trusted employee.

Section 4. Workplace.

Both parties agree that the place where the Employee shall provide his services will be the Company’s address in Mexico City and the Employee shall be available to travel temporarily to any other address within the Republic of Mexico, and if needed in a foreign country or in any other place requested by the Company. The Company shall be entitled to change the workplace with the Employee’s consent.

Section 5. Work Schedule.

5.1The Employee’s work schedule shall be forty eight (48) hours per week, to be allocated by the Employee along a five-day week from Monday to Friday, in accordance with the needs of the Company, so as to attain the greatest efficiency of the human and material resources of the Company.

5.2The Employee hereby authorizes the Company to modify the above work schedule or the form of allocation of working hours, subject to the Company’s needs, without liability for the Company, since the Employee expressly agrees that his work schedule will be variable.

Section 6.Compensation.

6.1Monthly Salary. The Employee shall receive, while the Agreement is in effect, as compensation for the services rendered and the obligations assumed hereunder, a gross base salary of USD$51,923.00, which at the agreed exchange rate of $13 pesos per US$1 dollar is the amount of $675,000.00 (SIX HUNDRED SEVENTY-FIVE THOUSAND PESOS 00/100) per month. Said compensation shall be payable in accordance with Sections 6.3 and 6.4, in arrears, fortnightly (hereinafter a “Payday”). In the event that a Payday is not a business day in Mexico, then the compensation shall be paid on the preceding business day.

6.2Exchange rate fluctuation. The parties agree that should a negative or positive variation of over 15% in the exchange rate between Mexican pesos and American dollars as published in the Official Gazette in any given quarter occur, the Employee and the Company will negotiate in good faith a possible exchange rate compensation for the quarter.

6.3Electronic Receipts.

In order to optimize the material and human resources of the Company, and to expedite the payment of the Employee’s salaries and benefits, the Company has implemented an electronic payment control system or electronic receipts, with the following procedure, with which the Employee expressly agrees and adheres to:

• The payroll department of the Company has enabled a server for the Employee to access his salary receipts.

• Employee must access the server with his personal ID and password, for which the Employee is solely responsible, and should carefully review the content; if the Employee does not agree or finds an error he must give immediate notice to the Department of Human Resources.

The Employee acknowledges and agrees that the electronic signature of the receipt shall be deemed as an acknowledgment by the Employee that the compensation so received covers the work performed theretofore, without any right by the Employee to later require the payment of any benefit owed whatsoever including mandatory holidays, weekly rest days, and overtime, therefore the Employee should carefully review its contents before signing it electronically. The Employee also understands that the electronic receipts will remain in the information system of the Company and that his signature as provided through the information system’s electronic signature will constitute a full release for the Company of all salary and all other benefits to which the Employee may have had a right for the services performed up through that date, regardless of whether the receipt omits a statement to that effect.

Finally, if the Company deems it necessary and requests it, the Employee agrees to sign paper receipts periodically.

6.3Method of Payment. The Employee expressly agrees that the Company may pay the compensation by depositing his salary and the amounts of any other payment benefits in the bank account designated by the Employee, after all applicable withholdings, taxes and reductions are made.

6.4Currency of Payment. It is agreed and understood between the parties hereto that all payments to be made by the Company to the Employee, including all payments of compensation provided for in this agreement, will be made in Mexican pesos.

6.5Deductions. The Employee acknowledges and agrees that the Company has the right to deduct from the Employee’s salary any sums which the Employee may owe to the Company, including without limitation, any over-payments, loans, or costs derived from losses suffered by the Company as a result of the Employee’s negligence or breach of Company’s policies and procedures or failure to return Company property provided however that the same have been notified to the Employee.

Section 7. Weekly Rest.

The Employee shall be entitled to one weekly paid day of rest per week and an additional day of rest according to second paragraph of article 59 of the Federal Labor Law, which shall be determined by the Company according to the needs of the services by the Company, on the understanding that the compensation for such days of rest is included in the compensation contemplated in Section 6.1 above, since said compensation represents the total monthly compensation to the Employee.

Section 8. Holidays.

For the duration of this Agreement, the Employee shall have the right to enjoy the mandatory holidays provided in the Federal Labor Law, with the salary for such holidays also included in the monthly salary set forth in Section 6.1 above, since said salary represents the total monthly compensation to the Employee.

Section 9. Vacation.

9.1Vacation period. For the duration of this Agreement, the Employee shall be entitled to an annual vacation period of 20 days in conformance with Article 76 of the Federal Labor Law. The salary for such period is also included within the monthly salary set forth in Section 6 above.

9.2Vacation Premium. In addition, the Company shall pay a 70% vacation premium, calculated on the total amount of days’ base salary that the Employee is entitled to for the vacation period.

Section 10. Overtime.

The Employee is prohibited from working overtime, except with the prior consent of, and upon written instructions from the Company. If for any reason the Employee must work more hours than those included in the work schedule contemplated in Section 5 above, the Employee shall first obtain the Company’s written instructions and consent there for; otherwise, no amount shall be paid to the Employee for any such overtime work.

Section 11. Christmas Bonus.

On a proportional basis for the duration of this Agreement, the Employee shall enjoy a Christmas bonus equivalent to 30 days’ base salary, payable no later than the 20th day of December each year, pursuant to Article 87 of the Federal Labor Law.

Section 12.Major Medical Expenses Insurance.

The Company may obtain with a carrier of its election a medical insurance policy in favor of the Employee and of his family.

Section 13.Confidentiality.

13.1 The Employee understands that: (a) prior to the date hereof, he has had access to information and materials relating to the Company, and (b) after the date hereof, before, and during the course of his employment hereunder, he may have access to information and materials relating to the Company, as well as other information and materials, not generally known in the trade that the Company considers proprietary, confidential and to contain trade secrets. Such information and materials (“Confidential Information”) may include any information relating to contractual negotiations, work-in-process, strategic plans, marketing and advertising plans, pricing programs, customer lists, supplier contacts, computer programs, algorithms, systems, business or financial affairs, methods of operation, transactions, internal controls or security procedures, of either the Company, its main office, any of its affiliates, or any existing or prospective vendor or customer of the Company or any of its affiliates. Furthermore, the Employee understands that Confidential Information may be such regardless of whether such information and materials were furnished to the Employee by the Company, its parents or any of its affiliates or customers or developed in connection with or as a result of Employee’s performance of services for the Company.

13.2The Employee agrees during the course of his employment hereunder and following termination thereof: (a) to treat all Confidential Information as strictly confidential; (b) not to disclose Confidential Information or allow it to be disclosed to anyone not having a “need to know” on behalf of the Company, and not to anyone outside of the direct employ of the Company, without the prior written consent of the Company; (c) not to use any Confidential Information except as required for the performance of the Employee’s duties for the Company; (d) not to copy any documents or media containing any Confidential Information, or remove them from the premises of the Company or premises where the Company is performing services, except as required in the performance of the Employee’s duties for the Company, in which event the Employee shall, at all times, take all reasonable measures to prevent the disclosure or non-authorized use of such Confidential Information. In the event the Employee shall copy any such documents or media as may be permitted in accordance with the foregoing, the copyright and other proprietary notices of the Company or its customers shall be faithfully reproduced in all such copies. The Employee further agrees to pre-clear with the Company any scholarly, educational or technical publications or lectures written or prepared by him during the employment period or within one year thereafter pertaining in any manner to his duties for or the research and development of the Company.

13.3After cessation of the Employee’s employment hereunder, the Employee will promptly return to the Company any and all documents, media and other materials in tangible form containing any Confidential Information, without retaining any copies thereof whatsoever, together with any and all other property and keys of the Company, within his possession or control.

13.4The Employee agrees to comply with all security procedures of the Company including, without limitation, those regarding computer security and passwords; not to access any computer of the Company, or of any client or vendor of the Company or any of its affiliates or its Clients, except as authorized; and not to access any such computers in any manner after the cessation of Employee’s employment hereunder. The Employee agrees to advise the Company promptly in the event he learns of any such violation or unauthorized entry by others of any unauthorized use, reproduction of, or tampering with the software, trade secrets, Confidential Information or other research and development materials or equipment, of the Company or any of its affiliates by others.

13.5The Employee acknowledges and agrees that all business opportunities (in any way related to the then-existing or proposed business of the Company whether or not then known by the Employee) presented to the Employee during the employment period are and shall be owned by and belong exclusively to the Company, and the Employee shall: (a) promptly disclose any such business opportunity to the Company and (b) execute and deliver to the Company, without additional compensation, such instruments as the Company may require from time to time to evidence its ownership of such business opportunity.

13.6Both parties agree that any breach by the Employee of the terms mentioned in Sections 13.1, 13.2, 13.4, and 13.5 above shall be considered as a justified cause of termination of the employment relationship by the Company, without the Company incurring in any liability whatsoever. Additionally, it is expressly understood and agreed by the Employee, that in the event of any breach of the obligations contained in this Section, the Employee shall incur legal liability, including but not limited to the criminal liability referred to in Article 223, sections IV, V and VI, of the Industrial Property Law.

Section 14.Incentive Programs.

14.1The Company at its sole discretion and according to the Employee’s established goals and achievements may determine incentives to motivate the Employee by offering him certain pay premium, compensation, bonus, or incentives. In such cases, the Company at its sole discretion shall fix such premium, compensation, bonus, or incentives and shall also determine when and under what conditions the Employee shall be entitled to receive them.

14.2The Company and/or its Shareholders Meeting assume no obligations whatsoever with respect to the above, since the granting of such incentives shall be voluntary; therefore, the Company may or may not establish the incentive programs above described. Accordingly, the Company, at its sole discretion, may or may not modify, increase or reduce, or maintain or cancel such programs, in which case the Employee shall not be entitled to any payment or compensation.

14.3Short Term Incentive

14.3.1 Short Term Incentive 2014.

For the reminder of 2014 only, the Employee is eligible to earn up to 150% of his Annual Compensation (which includes the Employee’s base salary plus his Christmas Bonus) on a prorated basis for 2014, if he meets his bonus and performance targets for the year. Such amount is not guaranteed and is subject to goals to be determined by the Company. The bonus is paid quarterly, and the Employee will be eligible to participate for a prorated third quarter and full fourth quarter of 2014.

14.3.2 Short Term Incentive 2015.

For 2015 the Employee will be provided with an annual target bonus commiserate with other senior executives or if there is no annual bonus plan in 2015, the Employee will be entitled to participate and earn a bonus up to 100% of his Annual Compensation (base salary + Christmas Bonus). Any of these bonuses will be subject to all the following conditions:

a) The Employee will be only eligible to participate in one of the bonus plans,

b) No bonus is guaranteed and it depends on actual pre-established goals achievements; and

c) The Employee must continue to be employed by the Company by December 31, 2015. Should the Employee resign or his employment be terminated before December 31, 2015 for cause according to the Federal Labor Law, the Employee will not be entitled to any partial payment for 2015 Bonus as the main condition to earn the bonus is to continue rendering services for the Company until December 31, 2015.

2015 Bonus will be paid as soon as reasonable practicable after December 31, 2015 and after all deductions and withholdings.

Section 15.Training.

The Company agrees to train the Employee or to cause the Employee to be trained, under the Training and Teaching Plan and Programs duly recorded with the competent authorities.

Section 16.Sign-On And Retention Bonus

With the purpose of retaining the Employee and without any implication of custom or precedent of any nature, in case the Employee continues to be employed by the Company by December 31, 2014 the Company shall make a one-time special payment to the Employee in the gross amount of pesos $2,600,000.00 as soon as administratively possible after December 31, 2014. Both parties agree that through the payment of such bonus the Company assumes no future

obligation whatsoever, since the granting of said bonus is discretionary and absolutely extraordinary, not integrating the salary under any effect. Also, should the Employee resign or his employment be terminated for cause according to the Federal Labor Law before December 31, 2014, the Employee will not be entitled to any partial payment as the main condition to earn the bonus is to continue rendering services for the Company until December 31, 2014.

Section 17.Termination Payment

In case the Employee’s employment with the Company is terminated by the Company without cause as determined by the Federal Labor Law and subject to the execution of a voluntary separation agreement and general release between both parties and to Company’s satisfaction according to article 53 section I of the Federal Labor Law, the Employee will receive the greater of:

Option 1

a) 90 (ninety) days of his Daily Total Compensation (Total Compensation for purposes of this clause is the Employee’s Base Salary plus any cash compensation actually received by the Employee during his last 12 months of service divided by 360); plus

b) 20 (twenty) days of his Daily Total Compensation; for each complete year of service

Or

Option 2

One year of the Employee’s base salary and prorated target bonus. 

Under either option, should such termination occur before 12 months has elapsed from the date of hire, the Employee would also be entitled to the value of 1/3 of the restricted stock grant provided in connection with his initial hiring, which will be paid in cash and based on the closing price on the last trading day immediately prior to the date of departure, and to the sign on bonus described in Section 16 above if it has not already been paid. It is expressly agreed that these amounts are gross and subject to applicable tax withholdings. Moreover, this paragraph will be left without effect after the date of the first anniversary of the Employee’s employment with the Company.

It is agreed that any payment under this Section 17 is subject and will not be valid until the voluntary termination agreement between both parties is executed otherwise this clause will be immediately ineffective due to the fact that the condition in which it is subject to wouldn’t have materialized and the Company will be released from all obligation and/or responsibilities in respect to what is stipulated in this clause.

Section 18. Expense Reimbursement.

The Company shall reimburse per the terms and conditions of the Expenses and Travel Policy including all transportation all costs and expenses incurred by the Employee in the performance of this Agreement. Such reimbursement shall be made based on receipts provided by the Employee.

Section 19.Governing Law and Arbitration.

Both parties agree that, except as provided for herein, the provisions of the Mexican Labor Law shall apply, and as to any dispute arising in connection with the interpretation or enforcement of, and/or compliance with, this Agreement, the parties expressly submit to the jurisdiction and competence of the corresponding Conciliation and Arbitration Board.

Section 20. Notices.

Any notices, consents, approvals, statements, authorizations, documents or other communications (collectively “Notices”) required or permitted to be given hereunder shall be in writing and shall be delivered personally or mailed by certified mail (postage prepaid and return receipt requested), to the parties at their respective addresses as set forth

above or at such other addresses as may be given by any of them to the other in writing from time to time. It is understood and agreed that unless the Company receives written notice of any change of address, the Employee’s address mentioned above shall be the one to which all communications to the Employee shall be addressed.

Section 21.Other Agreements.

This Agreement prevails over, and completely supersedes, any other agreement entered in the past, orally or in writing, between the Company or any of its affiliated parties or companies, for the services of the Employee.

Section 22. Hiring Date.

The parties acknowledge that the Employee’s hiring and seniority date, for all legal purposes is July 14, 2014 regardless of the date of execution of this Agreement.

Section 23. Prevailing Language.

This Agreement has been prepared in both English and Spanish versions. In case of conflict, the Spanish version shall prevail.

IN WITNESS WHEREOF, the parties having read and being well aware of its contents and legal force, executed this AGREEMENT in Mexico City, on the 3^rd of July, 2014.

THE COMPANY

LA EMPRESA

/s/ ANTONIO GARZA CÁNOVAS

ANTONIO GARZA CÁNOVAS

THE EMPLOYEE

EL EMPLEADO

/s/ SALVADOR ÁLVAREZ VALDÉS

SALVADOR ÁLVAREZ VALDÉS

ANNEX “A” TO THE EMPLOYMENT AGREEMENT ENTERED INTO BY AND BETWEEN COMUNICACIONES NEXTEL DE MÉXICO, S.A. DE C.V. (THE “COMPANY”) AS EMPLOYER, HEREIN REPRESENTED BY ANTONIO GARZA CÁNOVAS, AND SALVADOR ÁLVAREZ VALDÉS (THE “EMPLOYEE”), ON HIS OWN RIGHT

The parties agree that the Employee is authorized to hold the current positions on the board of directors and the current passive investment and the Employee confirms that there are no other positions or investments:

BOARD POSITIONS

Member of the Board of Grupo Bafar (Company listed in the BMV, brands: Parma, Bafar, Burr, etc.) since 2003

Member of the Board of Directors - Finterra, since 2002

Member of the Board of Directors of MZ Financiera since 2011

Member of the Board of Directors of Lactoproductos La Loma

PASSIVE INVESTMENTS

4 Play Telecom, S.A. de C.V. (investment of approximately USD$50,000 in capital stock)

THE COMPANY

LA EMPRESA

/s/ ANTONIO GARZA CÁNOVAS

ANTONIO GARZA CÁNOVAS

THE EMPLOYEE

EL EMPLEADO

/s/ SALVADOR ÁLVAREZ VALDÉS

SALVADOR ÁLVAREZ VALDÉS

EX-10.23

Exhibit 10.23

AMENDMENT #1 OF THE EMPLOYMENT AGREEMENT ENTERED INTO BY AND BETWEEN COMUNICACIONES NEXTEL DE MÉXICO, S.A. DE C.V. (THE “COMPANY”) AS EMPLOYER, HEREIN REPRESENTED BY ANTONIO GARZA CÁNOVAS, AND SALVADOR ÁLVAREZ VALDÉS (THE “EMPLOYEE”), ON HIS OWN RIGHT, PURSUANT TO THE FOLLOWING.

R E P R E S E N T A T I O N S

I. The Company represents that it is a business corporation duly incorporated according to the laws of Mexico, mainly engaged in rendering mobile telecommunication services to the public; that its main place of business is located at Paseo de los Tamarindos #90, Floor 24, Col. Bosques de las Lomas, Del. Cuajimalpa, C.P. 05120, Tax Id CNM980114 PI2 and Social Security Number Y54-35206-10-6.

II. The Employee represents that he is a Mexican national, of 49 years of age, married, and that his address is located at Calle de Montaña No. 161, House 4, Col. Jardines del Pedregal, Mexico, DF, with CURP AAVS651120HNELL08, Tax Id AAVS651120CK4 and Social Security Number 01926504984.

III. The Company and the Employee declare that on July 3, 2014, they entered into an Individual Employment Agreement (the “Agreement”) pursuant to which the Company hired the Employee to serve as “President”; a position that the Employee has held since July 14, 2014, as set forth in Clause 22 of the Agreement.

BY VIRTUE OF THE FOREGOING, the parties enter into this amendment of the Agreement and agree to the following:

C LA U S E S

Clause 1.Purpose of This Amendment.

1.1The purpose of this Amendment is to eliminate Clause 6.2 of the Agreement and amend Clause 6.4 of the Agreement to read as follows:

“6.4Currency of Payment. It is agreed and understood between the parties hereto that all payments to be made by the Company to the Employee, including without limitation, the payment of the gross base monthly salary set forth in Clause 6.1 of this Agreement, will be made in Mexican Pesos and calculated as follows:

(i) thegross base monthly salaryof USD$51,923.00, will be paid at the agreed exchange rate of $13 pesos per US$1 dollar pursuant to Clause 6.1 of this Agreement;

(ii) in the event that eight days before the day of payment, the exchange rate published in the Official Gazette is greater than $13 pesos per each US$1 dollar, the Company will calculate the exchange rate difference and pay the Employee on the corresponding payment date an exchange rate bonus (“Exchange Rate Bonus”) equivalent to such difference, which will be additional to the $675,000.00 (SIX HUNDRED AND SEVENTY FIVE THOUSAND PESOS 00/100) obtained from converting the gross base monthly salary of USD$51,923.00 at the agreed exchange rate of $13 pesos per US$1 dollar;

(iii) the Company will pay the above-mentioned Exchange Rate Bonus after all applicable withholdings, taxes and reductions are made;

(iv) the bonus payments set forth in Clause 14 of this Agreement, and any other payment for severance or termination, as well as any payment made by the Company to the Employee based on the gross base monthly salary of US$51,923.08, will be paid in Mexican pesos applying the exchange rate in effect eight days before the date of payment, whenever such exchange rate is greater than $13 pesos per each $1 dollar.”

Clause 2. The Company and the Employee expressly agree that, except for the amendments pursuant to Clause 1 above, the remaining clauses of the Agreement and its Annexes remain valid and in full force in the same terms they were agreed upon.

Clause 3. The Company and the Employee expressly agree that in the event of a discrepancy between this Amendment and the Agreement and its Annexes, this Amendment shall prevail.

Clause 4.Governing Law and Arbitration.

Both parties agree that, except as provided for herein, the provisions of the Mexican Labor Law shall apply, and as to any dispute arising in connection with the interpretation or enforcement of, and/or compliance with, this Agreement, the parties expressly submit to the jurisdiction and competence of the corresponding Conciliation and Arbitration Board.

IN WITNESS WHEREOF, the parties having read and being well aware of its contents and legal force, executed this Amendment in Mexico City, on the 23^rd of February, 2015, date as of which this Amendment enters into force.

THE COMPANY

LA EMPRESA

/s/ ANTONIO GARZA CÁNOVAS

ANTONIO GARZA CÁNOVAS

THE EMPLOYEE

EL EMPLEADO

/s/ SALVADOR ÁLVAREZ VALDÉS

SALVADOR ÁLVAREZ VALDÉS

EX-12.1

Exhibit 12.1

NII HOLDINGS, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(dollars in thousands)
	Year Ended December 31,
	2014				2013				2012		2011		2010
(Loss) earnings:
(Loss) income from continuing operations before reorganization items and income tax provision	$	(1,703,221	)		$	(988,036	)		$	76,305	$	724,871	$	688,971
Add:
Fixed charges	572,617				695,044				568,162		460,431		405,298
Amortization of capitalized interest	52,718				49,066				38,720		21,086		10,396
Less:
Interest capitalized	32,541				78,254				127,189		76,204		10,819
(Loss) earnings, as adjusted	$	(1,110,427	)		$	(322,180	)		$	555,998	$	1,130,184	$	1,093,846
Fixed charges:
Interest expense on indebtedness (including amortization of debt expense and discount)	$	449,345			$	526,530			$	359,795	$	309,279	$	331,933
Interest capitalized	32,541				78,254				127,189		76,204		10,819
Portion of rent expense representative of interest (30%)	90,731				90,260				81,178		74,948		62,546
Fixed charges	$	572,617			$	695,044			$	568,162	$	460,431	$	405,298
Ratio of earnings to fixed charges	—			(1)	—			(1)	0.98		2.45		2.70

(1) For the years ended December 31, 2014 and 2013, earnings were inadequate to cover fixed charges by $1,683.0 million and $1,017.2 million, respectively.

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF NII HOLDINGS, INC.

(as of February 28, 2015)

Corporation	Jurisdiction of Incorporation
Nextel International (Services) Ltd.	Delaware, USA
NII Funding Corp.	Delaware, USA
NII Aviation, Inc.	Delaware, USA
NII Capital Corp.	Delaware, USA
NII Global Holdings, Inc.	Delaware, USA
NII International Holdings S.à r.l.	Luxembourg
NII International Services S.à r.l.	Luxembourg
NII International Telecom S.C.A.	Luxembourg
NII Mercosur Móviles, S.L.	Spain
NII Mercosur Telecom, S.L.	Spain
Nextel Communications Argentina S.R.L.	Argentina
Sumbawa Directorship, S.L.	Spain
Tromsoya Directorship, S.L.	Spain
NII Mercosur, LLC	Delaware, USA
NII Holdings (Cayman), Ltd.	Cayman Islands
Nextel International (Argentina), Ltd.	Cayman Islands
Centennial Cayman Corp.	Cayman Islands
Nextel International (Peru) LLC	Cayman Islands
Nextel International (Indonesia) LLC	Cayman Islands
NII International Mercosur S.à r.l.	Luxembourg
NII International Mobile S.à r.l.	Luxembourg
McCaw International (Brazil), LLC	Virginia, USA
Airfone Holdings, LLC	Delaware, USA
Nextel Telecomunicações S.A.	Brazil
Nextel Telecomunicações Ltda.	Brazil
Nextel Telecomunicações de Longa Distancia Ltda.	Brazil
Nextel Telecomunicações SMP Ltda.	Brazil
Sunbird Participações Ltda.	Brazil
Sunbird Telecomunicações Ltda.	Brazil
NIHD Telecom Holdings B.V.	Netherlands
NII 4G, S. de R.L. de C.V.	Mexico
NIU Holdings, LLC	Delaware, USA
Nextel International (Uruguay), LLC	Delaware, USA
Comunicaciones Nextel de México, S.A. de C.V.	Mexico
NII Mexico, LLC	Delaware
Fundación Nextel, A.C.	Mexico
Prestadora de Servicios de Radiocomunicación, S. de R.L. de C.V.	Mexico
Servicios NII, S. de R.L. de C.V.	Mexico
NII Telecom, S. de R.L. de C.V.	Mexico
Inversiones Nextel de México, S. de R.L. de C.V.	Mexico
NII Digital, S. de R.L. de C.V.	Mexico
Delta Comunicaciones Digitales, S. de R.L. de C.V.	Mexico

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

NII Holdings, Inc. (Debtor-in-Possession):    

We consent to the incorporation by reference in the registration statement (No. 333-190473) on Form S-8 of NII Holdings, Inc. of our reports dated March 10, 2015, with respect to the consolidated balance sheet of NII Holdings, Inc. (Debtor-In-Possession) and subsidiaries (the Company) as of December 31, 2014, and the related consolidated statements of comprehensive loss, changes in stockholders’ (deficit) equity, and cash flows for the year then ended, the related financial statement schedules, and the effectiveness of internal control over financial reporting as of December 31, 2014, which reports appear in the December 31, 2014 annual report on Form 10‑K of the Company.

Our report dated March 10, 2015, on the effectiveness of internal control over financial reporting as of December 31, 2014, expresses our opinion that the Company did not maintain effective internal control over financial reporting as of December 31, 2014 because of the effect of a material weakness on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states that a material weakness was identified at the Company’s reportable segment in Brazil (Nextel Brazil) related to the failure to establish an effective control environment and monitoring activities, including an organizational structure with sufficiently trained resources where supervisory roles, responsibilities and monitoring activities are aligned with the Company’s financial reporting objectives. Further, Nextel Brazil did not maintain effective operation of process level controls, including reconciliation and management review controls.

Our report dated March 10, 2015, on the consolidated financial statements, contains an explanatory paragraph that states that the Company has suffered recurring losses from operations, has a net capital deficiency, and filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code which raises substantial doubt about its ability to continue as a going concern. The consolidated financial statements and financial statement schedules do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KPMG LLP

McLean, Virginia

March 10, 2015

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-190473) of NII Holdings, Inc. of our report dated February 28, 2014, except for the effects of discontinued operations discussed in Note 5 to the consolidated financial statements, as to which the date is March 10, 2015, relating to the financial statements and financial statement schedules, which appear in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

McLean, Virginia

March 10, 2015

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a-14(a)

I, Steven M. Shindler, certify that:

1. I have reviewed this annual report on Form 10-K for the period ended December 31, 2014 of NII Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 10, 2015

/s/ STEVEN M. SHINDLER

Steven M. Shindler

Chief Executive Officer 

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a-14(a)

I, Juan R. Figuereo, certify that:

1. I have reviewed this annual report on Form 10-K for the period ended December 31, 2014 of NII Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 10, 2015

/s/ JUAN R. FIGUEREO  

Juan R. Figuereo 

Chief Financial Officer 

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K for the period ended December 31, 2014 (the “Report”) of NII Holdings, Inc. and subsidiaries (the “Company”), I, Steven M. Shindler, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge and belief:

1. The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 10, 2015

/s/ STEVEN M. SHINDLER 

Steven M. Shindler 

Chief Executive Officer 

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K for the period ended December 31, 2014 (the “Report”) of NII Holdings, Inc. and subsidiaries (the “Company”), I, Juan R. Figuereo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge and belief:

1. The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 10, 2015

/s/ JUAN R. FIGUEREO

Juan R. Figuereo

Chief Financial Officer 

EX-99.11

EXECUTION VERSION

Exhibit 99.11

________________________________________________________________________

AMENDMENT AGREEMENT NO. 2

Among

COMUNICACIONES NEXTEL DE MÉXICO, S.A. DE C.V.

as Borrower under the Non-Sinosure Credit Agreement

THE GUARANTORS SIGNATORIES HERETO

as Guarantors under the Non-Sinosure Credit Agreement

CHINA DEVELOPMENT BANK CORPORATION

as Lender, Administrative Agent and Arranger under the Non-Sinosure Credit Agreement

Dated as of December 5, 2014

________________________________________________________________________

ASIA 20421235 (2K)

Table of Contents

Page2

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.    

1. Defined Terms    

2. Rules of Interpretation    

SECTION 2. AMENDMENTS TO THE NON-SINOSURE CREDIT AGREEMENT.    

SECTION 3. ACKNOWLEDGMENT.    

SECTION 4. EFFECTIVENESS AND TERMINATION.    

SECTION 5. CONDITIONS PRECEDENT.    

1. Legal Opinions    

2. Charter Documents    

SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.    

SECTION 7. NO WAIVER.    

SECTION 8. RATIFICATION OF THE ASSET PLEDGE AND THE DSRA PLEDGE; EXECUTION OF THE BORROWER SHARE PLEDGE.    

SECTION 9. NO NOVATION.    

SECTION 10. MISCELLANEOUS.    

Annex 1

Amendments to the Non-Sinosure Credit Agreement    

1. Amendments to Appendix A of the Non-Sinosure Credit Agreement    

2. Amendments to Section 5 (Covenants) of the Non-Sinosure Credit Agreement    

3. Amendments to Section 6 (Payment Provisions; Fees) of the Non-Sinosure Credit Agreement    

4. Amendments to Section 7 (Events of Default and Remedies) of the Non-Sinosure Credit Agreement    

5. Amendments to Section 9.2 (Bankruptcy) of the Non-Sinosure Credit Agreement    

6. Amendments to Section 10.13 (Assignments, Participations, etc.) of the Non-Sinosure Credit Agreement    

EXHIBIT A        FORM OF RATIFICATION AGREEMENT

EXHIBIT B        FORM OF AMENDMENT TO THE PARENT GUARANTY

2

ASIA 20421235 (2K)

EXHIBIT C        FORM OF BORROWER SHARE PLEDGE

3

ASIA 20421235 (2K)

AMENDMENT AGREEMENT NO. 2 (this “Amendment”), dated as of December 5, 2014, among (i) COMUNICACIONES NEXTEL DE MÉXICO, S.A. DE C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico in its capacity as borrower (the “Borrower”) under the Non-Sinosure Credit Agreement (as defined below), (ii) the persons listed as guarantors on the signature pages hereto in their capacities as guarantors (the “Guarantors”) under the Non-Sinosure Credit Agreement, and (iii) CHINA DEVELOPMENT BANK CORPORATION as lender (in such capacity, the “Lender”), administrative agent (in such capacity, the “Administrative Agent”) and arranger (in such capacity, the “Arranger”) under the Non-Sinosure Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger are parties to a US$187,500,000 credit agreement dated as of July 12, 2011, as amended on September 25, 2013, and as further amended and waived from time to time, which is not supported by the Sinosure Insurance (the “Non-Sinosure Credit Agreement”);

WHEREAS, the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger are parties to a US$187,500,000 credit agreement dated as of July 12, 2011, as amended on September 25, 2013, and as further amended and waived from time to time, which is supported by the Sinosure Insurance (the “Sinosure Credit Agreement”, together with the Non-Sinosure Credit Agreement, the “Credit Agreements”);

WHEREAS, the Borrower has notified the Administrative Agent and has requested that the Lender agree to amend certain terms and conditions of the Non-Sinosure Credit Agreement to facilitate the balance sheet restructuring of NII Holdings, Inc. (the “Parent”) and certain of the Parent’s affiliates pursuant to which the US$4,350,000,000 notes issued by NII Capital Corp. and/or NII International Telecom S.C.A. will be restructured;

WHEREAS, the Parent and such affiliates have commenced the Chapter 11 Cases, and other affiliates may, from time to time thereafter, commence cases under chapter 11 of title 11 of the United States Code; and

WHEREAS, it is anticipated that the Parent Restructuring Plan and the order confirming it will provide that the Parent’s obligations under (i) the Shareholder Undertaking, (ii) the Subordination Agreements and (iii) the Parent Guaranty, amended as set forth in the Amendment to the Parent Guaranty, will not be discharged, but will instead continue in full force and effect, binding the Parent or a Successor Guarantor, as of the Parent Restructuring Effective Date;

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, the parties hereto agree as follows:

4

ASIA 20421235 (2K)

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.

1.Defined Terms

Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in Appendix A (Defined Terms and Rules of Interpretation) of the Non-Sinosure Credit Agreement, as amended by Amendment No. 1 and as amended hereby.

2.Rules of Interpretation

The rules of interpretation set forth in Appendix A (Defined Terms and Rules of Interpretation) of the Non-Sinosure Credit Agreement shall apply to this Amendment, mutatis mutandis.

SECTION 2.AMENDMENTS TO THE NON-SINOSURE CREDIT AGREEMENT.

On the Effective Date (as defined below), the terms and conditions of the Non-Sinosure Credit Agreement shall be amended as set forth in Annex 1 hereto.

SECTION 3.ACKNOWLEDGMENT.

Each Party to this Amendment hereby acknowledges and agrees that the terms and conditions of each of the Financing Documents in effect as of the date hereof shall continue in full force and effect unchanged except as amended and supplemented hereby or as otherwise set forth herein.

SECTION 4.EFFECTIVENESS AND TERMINATION.

Notwithstanding anything in this Amendment to the contrary, this Amendment shall become effective on the date on which (i) this Amendment has been executed by all parties hereto, and (ii) each of the conditions precedent set forth in Section 5 (Conditions Precedent) shall have been fulfilled in a manner reasonably satisfactory to the Administrative Agent or have been waived in writing by the Administrative Agent, in its sole discretion (the “Effective Date”).

SECTION 5.CONDITIONS PRECEDENT.

On or prior to the Effective Date, the Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Administrative Agent (acting on the instructions of all Lenders):

1.Legal Opinions

5

ASIA 20421235 (2K)

The Administrative Agent shall have received a copy of the following legal opinions, which legal opinions shall be dated as of the Effective Date and addressed to each Financing Party:

(a)the legal opinion of White & Case LLP, New York counsel to the Administrative Agent and the Lenders, as to matters of enforceability of this Amendment under New York law;

(b)the legal opinion of White & Case S.C., Mexican counsel to the Administrative Agent and the Lenders, as to matters of due authorization of the execution, delivery, and performance of (i) this Amendment, (ii) the ratification agreement to the DSRA Pledge and the Asset Pledge, with respect to each Mexican Obligor party to such documents; and

(c)the legal opinion of Morris James LLP, Delaware counsel to the Administrative Agent and the Lenders, as to matters of execution and delivery of the Amendment to the Parent Guaranty.

2.Charter Documents

The Administrative Agent shall have received the following documents, dated as of the Effective Date, each certified as indicated below:

(a)the Officer’s Certificate of the Borrower certifying that attached thereto is a true and complete copy of the resolutions duly adopted by the board of directors (or other equivalent body) of the Borrower: (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, delivery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment and any documents to be delivered by the Borrower under this Amendment (including the ratification agreement referenced in Section 8 (Ratification of the Asset Pledge and the DSRA Pledge and Execution of the Borrower Share Pledge) of this Amendment) and dispatch all documents and notices to be signed and/or dispatched by the Borrower under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect;

(b)the Officer’s Certificate of each Guarantor certifying that attached thereto is a true and complete copy of the resolutions duly adopted by the board of directors (or other equivalent body) of such Guarantor: (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, delivery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment (including, with respect to NII Digitial, S. de R.L. de C.V. the ratification agreement referenced in Section 8 (Ratification of the Asset Pledge and the DSRA Pledge and Execution of the Borrower Share Pledge)of this Amendment) and any documents to be delivered by the Guarantor under this Amendment and dispatch all documents and notices to be signed

6

ASIA 20421235 (2K)

and/or dispatched by the Guarantor under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect.

SECTION 6.REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

(c)The Borrower and each Guarantor (as applicable) confirms to the Administrative Agent that the Repeating Representations and the representation made under Section 4.20 (Ranking) of the Non-Sinosure Credit Agreement are true and correct on and as of the Effective Date as if made on and as of such date and as if the references to “this Agreement” in that section were references to the Non-Sinosure Credit Agreement as amended by this Amendment.

(d)The Borrower further represents to the Administrative Agent that, on the date of this Amendment and on the Effective Date, it has no outstanding Indebtedness other than Indebtedness incurred under (i) the Credit Agreements, and (ii) paragraphs (ii), (v) and (vii) of the definition of “Indebtedness”, in each case, as disclosed to the Administrative in the latest financial statements delivered pursuant to the Non-Sinosure Credit Agreement.

(e)Each Guarantor agrees to the amendments contemplated by this Amendment and confirms that its obligations under the Financing Documents to which it is a party will not be released or diminished by the amendments or waivers contemplated herein.

(f)Upon receipt of the corresponding invoice by the appropriate party, the Borrower shall promptly, in any event within ten (10) Business Days, pay or arrange for the payment of (i) an amendment fee equal to US$12,500, and (ii) all reasonable and documented costs and expenses incurred by any Financing Party (including Attorney Costs) in connection with the preparation, issuance, delivery, filing, recording and administration of this Amendment and the Parent Restructuring and any other documents which may be delivered in connection herewith or therewith. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in Mexico, the United States or China in connection with the execution, delivery, filing and recording of this Amendment or any other Financing Document, or any other document which may be delivered in connection with this Amendment, and agrees to save the Financing Parties harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

SECTION 7.NO WAIVER.

Except as expressly provided in this Amendment, each of the Financing Documents shall remain unchanged and in full force and effect, and no provision of this

7

ASIA 20421235 (2K)

Amendment shall be deemed (i) to be a consent, waiver or modification of any term or condition of the Financing Documents or any of the instruments or documents referred to therein, or (ii) to prejudice any rights or remedies which any Financing Party may have now or in the future under or in connection with any of the Financing Documents.

SECTION 8.RATIFICATION OF THE ASSET PLEDGE AND THE DSRA PLEDGE; EXECUTION OF THE BORROWER SHARE PLEDGE.

As soon as reasonably practicable after the execution of this Amendment:

(a) the Asset Pledge and the DSRA Pledge shall be duly ratified by each party thereto before a notary public or commercial notary public in Mexico, by means of the execution of the corresponding ratification agreement, substantially in the form of Exhibit A hereto,

(b)the ratification referred to in paragraph (a) above shall be duly registered and filed with the Movable Property Registry (Registro Único de Garantías Mobiliarias) and delivery shall be made to the Security Agent of evidence of such filing (boleta de inscripción), in order to ratify the first ranking priority Lien intended to be provided therein and that all fees and costs and expenses in relation thereto have been duly paid or discharged, and

(c)in any event by no later than February 28, 2015, the Borrower Share Pledge shall be duly executed and the security intended to be created thereunder be duly perfected in accordance with the terms thereof, and the stock registry book of the Borrower shall be updated to reflect the entering into of the Borrower Share Pledge.

SECTION 9.NO NOVATION.

The execution of this Amendment does not constitute a novation, payment, satisfaction, performance, extinction or fulfillment of any of the obligations under the Non-Sinosure Credit Agreement whatsoever, including its annexes, exhibits and schedules.

SECTION 10.MISCELLANEOUS.

Section 10 (Miscellaneous) of the Non-Sinosure Credit Agreement shall be incorporated into this Amendment as if set forth in full herein, mutatis mutandis.

* * *

[Remainder of page intentionally left blank.]

8

ASIA 20421235 (2K)

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

COMUNICACIONES NEXTEL DE MÉXICO, S.A. DE C.V., as Borrower

Notice Address:    

Paseo de los Tamarindos No. 90, piso 24

Col. Bosques de las Lomas

05120 México, D.F.

Mexico

Attention: General Counsel

Telephone No.: (011 52 55) 4115-3651

Facsimile No.: (011 52 55) 1018-4010 (Ext. 3651)

with a copy to:

NII Holdings, Inc.

1875 Explorer Street,

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +703 390 7170

By:/s/ Antonio Garza Canovas        Name: Antonio Garza Canovas
Title: Attorney-in-fact

By:/s/ Alejandro Giordano Carranco        

Name: Alejandro Giordano Carranco
Title: Attorney-in-fact

9

ASIA 20421235 (2K)

The Guarantors:

INVERSIONES NEXTEL DE MÉXICO S. DE R.L. DE C.V.

NII TELECOM S. DE R.L. DE C.V.

NII DIGITAL S. DE R.L. DE C.V.

DELTA COMUNICACIONES DIGITALES S. DE R.L. DE C.V.

Notice Address for all Guarantors under the Non-Sinosure Credit Agreement:    

Paseo de los Tamarindos No. 90, piso 24

Col. Bosques de las Lomas

05120 México, D.F.

Mexico

Attention: General Counsel

Telephone No.: (011 52 55) 4115-3651

Facsimile No.: (011 52 55) 1018-4010 (Ext. 3651)

with a copy to:

NII Holdings, Inc.

1875 Explorer Street,

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +703 390 7170

On behalf of the Guarantors

By:/s/ Antonio Garza Canovas        Name: Antonio Garza Canovas
Title: Attorney-in-fact

By:/s/ Alejandro Giordano Carranco        

Name: Alejandro Giordano Carranco
Title: Attorney-in-fact

10

ASIA 20421235 (2K)

CHINA DEVELOPMENT BANK CORPORATION, as Lender

Notice Address:    

Address:     14^th Floor, CITIC Tower

No. 1093 Shennan Zhong Road

Shenzhen 518031, P.R. China        
Attention:    Che Nan
Telephone No.:    +86 (755) 2594 2783
Facsimile No.:    +86 (755) 2598 7725    

By:/s/ Liu Wensheng        Name: Liu Wensheng
Title: Deputy General Manager of Shenzhen Branch

11

ASIA 20421235 (2K)

CHINA DEVELOPMENT BANK CORPORATION, as Administrative Agent

Notice Address:    

Address:     14^th Floor, CITIC Tower

No. 1093 Shennan Zhong Road

Shenzhen 518031, P.R. China        
Attention:    Che Nan
Telephone No.:    +86 (755) 2594 2783
Facsimile No.:    +86 (755) 2598 7725    

By:/s/ Liu Wensheng        Name: Liu Wensheng
Title: Deputy General Manager of Shenzhen Branch

12

ASIA 20421235 (2K)

CHINA DEVELOPMENT BANK CORPORATION, as Arranger

Notice Address:    

Address:     14^th Floor, CITIC Tower

No. 1093 Shennan Zhong Road

Shenzhen 518031, P.R. China        
Attention:    Che Nan
Telephone No.:    +86 (755) 2594 2783
Facsimile No.:    +86 (755) 2598 7725    

By:/s/ Liu Wensheng        Name: Liu Wensheng
Title: Deputy General Manager of Shenzhen Branch

13

ASIA 20421235 (2K)

Annex 1

Amendments to the Non-Sinosure Credit Agreement

1.Amendments to Appendix A of the Non-Sinosure Credit Agreement

(a)The following definitions shall be added in the appropriate alphabetical positions in the Non-Sinosure Credit Agreement:

“Amendment to the Parent Guaranty” shall mean the amendment to the Parent Guaranty dated as of the date of the Amendment No. 2, being 5 December 2014 and entered into among the Parent and the Administrative Agent (for the benefit of the Financing Parties) substantially in the form of Exhibit B hereto.

“Amendment No. 2” shall mean the Amendment Agreement No. 2 dated as of 5 December 2014 entered into among the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger.

“Amendment No. 2 Closing Date” shall mean the date on which:

i.the Amendment No. 2 Effective Date has occurred;

ii.the Borrower Share Pledge has been executed and delivered;

iii.the Borrower has prepaid the Loans in an amount not less than the Required Prepayment Amount; and

iv.solely in respect of the Sinosure Credit Agreement, the Borrower has paid to Sinosure all additional fees and premiums required by Sinosure to be paid for the purposes of the Borrower entering into the Amendment No. 2,

provided that no Event of Default has occurred and is continuing on such date and provided further that such date shall have occurred on or prior to the earlier of (I) five (5) Business Days after the Parent Restructuring Effective Date and (II) September 30, 2015.

“Amendment No. 2 Effective Date” shall have the meaning given to it as the Effective Date in the Amendment No. 2.

“Borrower Share Pledge” shall mean the agreement in respect of the pledge over the entire issued share capital of the Borrower entered between the shareholders of the Borrower and the Security Agent substantially in the form of Exhibit C hereto.

“Chapter 11 Cases” shall mean the cases commenced on September 15, 2014 or thereafter by the Parent and certain of its affiliates under chapter 11 of title 11 of the United States Code styled In re NII Holdings, Inc., et al., No. 14-12611 (SCC) in the United States Bankruptcy Court for the Southern District of New York.

“Cut-off Date” shall mean June 27, 2014.

14

ASIA 20421235 (2K)

“Parent Change of Control” shall mean:

i.any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended), but excluding any employee benefit plan of such “person” or its subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan) becomes the beneficial owner, directly or indirectly, of 35% or more of the voting stock of the Parent or Successor Guarantor on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right to the extent that such option right is exercisable within 60 days after the date of determination); or

ii.a majority of the members of the board of directors of the Parent or Successor Guarantor are not Continuing Directors;

provided that “Parent Change of Control” shall not include the Parent Restructuring Plan and the Parent Restructuring Plan shall be deemed not to result in a Parent Change of Control. 

“Parent Guaranty Amendment Effective Date” shall have the meaning given to it in the Amendment to the Parent Guaranty.

“Parent Restructuring” shall mean the balance sheet restructuring of the Parent and certain of the Parent’s Subsidiaries in the Chapter 11 Cases.

“Parent Restructuring Effective Date” shall mean the date on which the Parent Restructuring Plan becomes effective.

“Parent Restructuring Plan” shall mean the plan in respect of the Parent confirmed under 11 U.S.C. § 1129 in the Chapter 11 Cases, pursuant to which, together with the chapter 11 plans of applicable affiliates, the US$4,350,000,000 notes issued by NII Capital Corp. and/or NII International Telecom S.C.A. are restructured or compromised, including, without limitation, through the full or partial conversion of such notes into equity shares of the Parent and/or its Affiliates.

“Permitted Indebtedness” shall mean:

(a)any Indebtedness permitted under the Financing Documents and which is incurred prior to the execution date of the Amendment No. 2;

(b)Indebtedness arising under any Permitted Sale Leaseback Transaction;

(c)any Subordinated Restricted Intercompany Indebtedness;

(d)any other Indebtedness fully subordinated in right of payment and upon insolvency of the Borrower to the Lender, and under which no payment (including principal, interest or any other form of payment), prepayment or repayment may be made before the unconditional and irrevocable payment in full of all amounts under the Financing Documents;

.

ASIA 20421235 (2K) 26

(e)Indebtedness incurred in connection with the ordinary course of business of the Borrower, provided that the aggregate outstanding amount of such Indebtedness at any time shall not exceed US$50,000,000 (or its equivalent in Pesos);

(f)Indebtedness incurred for the purpose of refinancing Indebtedness of the Borrower existing on the date of the Amendment No. 2 (without any increase in the principal amount thereof or any shortening of the average maturity of any principal amount thereof in comparison with the average maturity of the Indebtedness being refinanced); and

(g)the amount of any liability in respect of any guaranty for any of the items referred to in paragraphs (a) to (f) above.

“Required Prepayment Amount” shall mean an amount equal to seventeen percent (17%) of the Loans outstanding on the Cut-off Date.

“Successor Guarantor” shall mean the entity which (i) becomes, or is deemed as, the legal successor of the Parent as a result of, or pursuant to, the Parent Restructuring Plan or the order of the applicable Governmental Authority in the Chapter 11 Cases confirming the Parent Restructuring Plan, but not by reason of sale (even if pursuant to the Parent Restructuring Plan or such order), and only if such succession or deemed succession shall not have occurred before the Parent Restructuring Effective Date (unless preceded by the unconditional and irrevocable repayment in full of the Guaranteed Obligations (as such term is defined in the Parent Guaranty)), and (ii) has undertaken, as of the Parent Restructuring Effective Date, the Parent’s obligations under the Shareholder Undertaking, the Subordination Agreements and the Parent Guaranty, as amended pursuant to the Amendment to the Parent Guaranty.

(a)The following definitions shall be amended to read in its entirety as follows:

“Change of Control” shall mean:

(a)a Parent Change of Control;

(b)the Borrower ceases, directly or indirectly, to control any of the Guarantors;

(c)Nextel International (Uruguay) LLC ceases to own at least 99.99% of the entire issued and outstanding capital stock of the Borrower; or

(d)the Parent or the Successor Guarantor ceases, directly or indirectly, to control the Borrower,

for purposes of this definition, “control” shall mean, with respect to a Person, (i) the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise, and (ii) the ownership (directly or indirectly) of 51% of the entire issued and outstanding share capital of such Person.

“Financing Documents” shall mean, collectively, this Agreement, the Amendment No. 1., the Amendment No. 2., the Parent Guaranty, the Amendment to the Parent Guaranty, any

.

ASIA 20421235 (2K) 26

Subordination Agreement, the Shareholder Undertaking, the Security Documents, any ratification agreement in respect of any Security Document, the Fee Letter and each Notice of Borrowing.

“Loan Maturity Date” shall mean (i) prior to the occurrence of the Amendment No. 2 Closing Date, the date falling ten (10) years from the Signing Date except that if such date is not a Business Day, then the Loan Maturity Date shall be the Business Day immediately preceding the date falling ten (10) years from the Signing Date or (ii) upon the occurrence of the Amendment No. 2 Closing Date, January 11, 2021.

“Parent Guaranty” shall mean the guaranty agreement dated as of September 25, 2013, entered into among the Parent, the Administrative Agent and the Sinosure Administrative Agent, for the benefit of the Financing Parties, as amended from time to time.

“Principal Payment Dates” shall mean, collectively, (i) prior to the occurrence of the Amendment No. 2 Closing Date, the first Interest Payment Date immediately following the expiry of the Availability Period and thereafter, each next succeeding Interest Payment Date, and (ii) upon the occurrence of the Amendment No. 2 Closing Date, on each date set forth below which follows the Amendment No. 2 Closing Date:

Principal Payment Date

October 10, 2014

April 10, 2015

October 10, 2015

April 10, 2016

October 10, 2016

April 10, 2017

October 10, 2017

April 10, 2018

October 10, 2018

April 10, 2019

October 10, 2019

April 10, 2020

October 10, 2020

January 11, 2021

provided that the last Principal Payment Date shall be the Loan Maturity Date.

“Security Documents” shall mean the Asset Pledge, the Borrower Share Pledge, the DSRA Pledge and any other document designated as a Security Document by the Financing Parties.

“Waiver Period” shall mean the period commencing on the effective date of the Amendment No. 1 and ending on June 30, 2017 (inclusive).

.

ASIA 20421235 (2K) 26

2.Amendments to Section 5 (Covenants) of the Non-Sinosure Credit Agreement

(a)Paragraph (d) of Section 5.1 (Financial Statements and Other Information) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(d)    Financial Ratio. Together with each set of financial statements delivered pursuant to Section 5.1(a) or 5.1(b) above, (i) a detailed calculation of the financial ratios set forth in Section 5.22 (Financial Ratios) as tested as of the Calculation Date immediately falling prior to the delivery of such financial statements for the period of twelve (12) months ending on such Calculation Date, certified by the chief financial officer, treasurer or financial controller of the Borrower; and (ii) a Compliance Certificate, provided that, during the Waiver Period only, the Borrower shall not be required to deliver a Compliance Certificate, provided further that, the Borrower shall not, during the period from June 30, 2015 to the Amendment No. 2 Closing Date, deliver any Compliance Certificate in respect of the twelve months period ending on June 30, 2015 for purposes of effecting a release of the liabilities of the Parent Guarantor under the Parent Guaranty pursuant to Section 20 (Release of Liability of Parent Guarantor) of the Parent Guaranty. For the avoidance of doubt, any calculation of financial ratios provided on or prior to the last day of the Waiver Period shall be provided for the Lender’s information purposes only.”

(b)A new paragraph (n) of Section 5.1 (Financial Statements and Other Information) of the Non-Sinosure Credit Agreement shall added to read in its entirety as follows:

“(n)    Restructuring.

(i)such information with respect to the Parent Restructuring (including with respect to its process and status) as the Administrative Agent may request from time to time (acting reasonably).”

(c)Section 5.22 (Financial Ratio) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“The Borrower shall:

(a)    maintain (i) a Net Debt to Consolidated EBITDA ratio of no greater than 2.5 to 1.0, (ii) a Net Debt to Total Net Worth ratio of no greater than 2.0 to 1.0, and (iii) a Consolidated EBITDA to Consolidated Interest Expense ratio of no less than 3.0 to 1.0., in each case, as tested as of each Calculation Date falling after the last day of the Waiver Period for the period of twelve (12) months ending on such Calculation Date; and

(b)     ensure that, as of the date after the last day of the Waiver Period, the amount of the Consolidated Cash Balance shall be (i) no less than US$100,000,000 as tested as of each Calculation Date falling in the period when the sum of the outstanding principal amount of all the Loans is more than US$100,000,000, and (ii) no less than the then outstanding principal amount of all the Loans as tested as of each Calculation Date falling after the sum of the outstanding principal amount of all the Loans falls below US$100,000,000.”

.

ASIA 20421235 (2K) 26

(d)Section 5.29 (Incremental Indebtedness and Subordinated Restricted Intercompany Indebtedness) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“5.29 Incremental Indebtedness and Subordinated Restricted Intercompany Indebtedness.

(a)During the Waiver Period, the Borrower shall not, and shall not permit any of the Guarantors to, directly or indirectly, contract, create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness.

(b)After the last day of the Waiver Period, the Borrower shall not, and shall not permit any of the Guarantors to, directly or indirectly, contract, create, incur, assume or suffer to exist any Indebtedness (other than the Indebtedness under the Financing Documents), unless (i) no Default or Event of Default then exists or would result therefrom; and (ii) the Borrower has complied and after the incurrence thereof on a pro forma basis, is in compliance with Section 5.22 (Financial Ratio) as tested on the Calculation Date immediately preceding the proposed date of such incurrence.

(c)No Obligor nor its Subsidiaries, shall pay, or cause to be paid, any Subordinated Restricted Intercompany Indebtedness without the prior written consent of the Administrative Agent and the Sinosure Administrative Agent.”

3.Amendments to Section 6 (Payment Provisions; Fees) of the Non-Sinosure Credit Agreement

(a)Section 6.1 (Repayment of Principal) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)    Prior to the occurrence of the Amendment No. 2 Closing Date, the Borrower shall repay the aggregate principal amount of the Loans outstanding on each Principal Payment Date in fifteen (15) equal semi-annual instalments commencing on the first Interest Payment following the expiry of the Availability Period.

(b)    Upon the occurrence of the Amendment No. 2 Closing Date:

(i)the Borrower shall repay the aggregate principal amount of the Loans outstanding on each Principal Payment Date in the amounts (expressed as a percentage of the aggregate Loans outstanding as of the Cut-off Date) as set out below:

.

ASIA 20421235 (2K) 26

Principal Payment Date	Amount Due (expressed as a percentage of the aggregate Loans outstanding as of the Cut-off Date)
October 10, 2014	0.29%
April 10, 2015	0.29%
October 10, 2015	0.29%
April 10, 2016	0.29%
October 10, 2016	0.29%
April 10, 2017	0.29%
October 10, 2017	10.16%
April 10, 2018	10.16%
October 10, 2018	10.16%
April 10, 2019	10.16%
October 10, 2019	10.16%
April 10, 2020	10.16%
October 10, 2020	10.16%
January 11, 2021	10.14%

(ii)any amounts repaid or prepaid by the Borrower on and from the Cut-off Date and prior to the occurrence of the Amendment No. 2 Closing Date shall be applied in the following order of priority:

1.first, towards repayment of the principal amount of the Loans on each Principal Payment Date occurring on and from the Cut-off Date and prior to the Amendment No. 2. Closing Date in accordance with paragraph (b)(i) above in chronological order;

2.second, towards prepayment of the Required Prepayment Amount; and

3.third, towards the repayment of the principal amount of the Loans outstanding in accordance with paragraph (b)(i) above on each Principal Payment Date occurring after the Amendment No. 2. Closing Date in chronological order. ”

4.Amendments to Section 7 (Events of Default and Remedies) of the Non-Sinosure Credit Agreement

(a)New paragraphs of Section 7.1 (Events of Default) of the Non-Sinosure Credit Agreement shall be added to read in its entirety as follows:

“(s) Borrower Share Pledge. (i) Any holder of the issued share capital of the Borrower shall fail to execute and deliver the Borrower Share Pledge to the Security Agent, and to perfect the Lien created or intended to be created under or evidenced by the Borrower Share Pledge, or (ii) in the event that any holder of the issued share capital of the Borrower at any time is or becomes a “debtor” (as defined in 11 U.S.C § 101(13)), the relevant court shall have failed, with respect to only such holder, to have authorized such (a) execution and delivery of the Borrower

.

ASIA 20421235 (2K) 26

Share Pledge and (b) grant and perfection of the Lien created or intended to be created under or evidenced by the Borrower Share Pledge, in each case of (i) and (ii), by February 28, 2015, or such authorization in the case of (ii) is overturned on appeal.

(t)     Parent Restructuring Plan. Upon confirmation of the Parent Restructuring Plan, either of the Parent Restructuring Plan or the order confirming it shall fail to provide in form and substance reasonably acceptable to the Administrative Agent for the terms and obligations of the Parent Guaranty, the Shareholder Undertaking and the Subordination Agreements to be undertaken by the Parent or a Successor Guarantor.

(u) Amendment to the Parent Guaranty. The Amendment to the Parent Guaranty is not authorized or approved by the appropriate Governmental Authority in the Chapter 11 Cases or otherwise does not take full force and effect in accordance with the terms thereof, on the earlier of (i) the Amendment No. 2 Closing Date and (ii) September 30, 2015.

(v) Claims in the Chapter 11 Cases. The claims of the Administrative Agent and the Financing Parties for the Guaranteed Obligations (as such term is defined in the Parent Guaranty) or arising under the Borrower Share Pledge in the Chapter 11 Cases shall for any reason be disallowed, avoided, nullified or subordinated, or any liability under the Parent Guaranty shall be released or discharged for any reason (including under Section 20 of the Parent Guaranty) other than due to (i) any affirmative act of the Administrative Agent or the Lender, (ii) the failure of the Administrative Agent or Lender to file a proof of claim in the Chapter 11 Cases in respect of any such claim (only if the filing thereof is otherwise required pursuant to an order of the relevant Governmental Authority in the Chapter 11 Cases or pursuant to the applicable Bankruptcy Law to preserve such claim) or defend any such claim against any objection thereto, or (iii) the unconditional and irrevocable repayment in full of the Guaranteed Obligations (as such term is defined in the Parent Guaranty), provided that there shall not be an Event of Default under this Section 7.1(v) (a) in the event such claims are reinstated pursuant to the Parent Restructuring Plan, or alternatively in the case of the claims arising under the Borrower Share Pledge only, the Borrower Share Pledge is reinstated or assumed by the Pledgor pursuant to the Parent Restructuring Plan or otherwise remains in full force and effect according to its terms and unaffected by the Chapter 11 Cases as of and after the Parent Restructuring Effective Date, or (b) so long as such claims are so reinstated or, if applicable, the Borrower Share Pledge is so reinstated or assumed by the Pledgor pursuant to the Parent Restructuring Plan or remains in full force and effect according to its terms and unaffected by the Chapter 11 Cases as of and after the Parent Restructuring Effective Date, as a result of any action that is appropriate to administer and maintain the claims register in the Chapter 11 Cases.

(w) Delivery of the Compliance Certificates. The Borrower delivers the Compliance Certificates pursuant to Section 5.1 (Financial Statements and Other Information) in respect of the twelve (12) months period ending on June 30, 2015 confirming that it is in compliance with the financial ratios set out in the Non-Sinosure Credit Agreement.

(x) Shareholder Undertaking, Subordination Agreements. The Shareholder Undertaking or any Subordination Agreement shall fail to be reinstated by the appropriate Governmental Authority in the Chapter 11 Cases or the claim of the Administrative Agent and the Financing Parties under the Shareholder Undertaking or Subordination Agreements shall for any reason be disallowed, avoided, nullified or subordinated, or any liability under the Shareholder Undertaking or Subordination Agreements shall be released or discharged for any reason other than

.

ASIA 20421235 (2K) 26

due to (i) any affirmative act of the Administrative Agent or the Lender, (ii) the failure of the Administrative Agent or Lender to file a proof of claim in the Chapter 11 Cases in respect of any such claim (only if the filing thereof is otherwise required pursuant to an order of the relevant Governmental Authority in the Chapter 11 Cases or pursuant to the applicable Bankruptcy Law to preserve such claim) or defend any such claim against any objection thereto or (iii) the unconditional and irrevocable repayment in full of the Loans, provided that there shall not be an Event of Default under this Section 7.1(x) (a) in the event such claims are reinstated pursuant to the Parent Restructuring Plan, or (b) so long as such claims are so reinstated, as a result of any action that is appropriate to administer and maintain the claims register in the Chapter 11 Cases.

(y) Status of the Pledgors. (i) Any of the holders of the issued share capital of the Borrower is a “debtor” (as defined in 11 U.S.C § 101(13)) concerning whom a plan confirmed under 11 U.S.C. § 1129 has not become effective or in respect of which an order dismissing the Chapter 11 Case pertaining to it has not been entered, or (ii) the Borrower Share Pledge, for whatever reason, is not enforceable in accordance with the terms thereof (including as a result of any stay), in each case of (i) or (ii), as of or after September 30, 2015.

5.Amendments to Section 9.2 (Bankruptcy) of the Non-Sinosure Credit Agreement

(a)Section 9.2 (Bankruptcy) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“Additionally, the Guarantors unconditionally and irrevocably, jointly and severally, guarantee the payment of any and all of the Guaranteed Obligations to the Financing Parties whether or not due or payable by the Borrower upon the occurrence of any of the events specified in Sections 7.1(e), 7.1(g) and 7.1(h), and irrevocably and unconditionally promise to pay such Guaranteed Obligations to the Financing Parties upon such occurrence.”

6.Amendments to Section 10.13 (Assignments, Participations, etc.) of the Non-Sinosure Credit Agreement

(a)Paragraph (a) of Section 10.13 (Assignments, Participations, etc.) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)    Subject to Section 10.13(b) below, any Lender may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld or delayed or conditioned, however, it will not be considered unreasonable for the Borrower to withhold consent if any such assignment could have the effect of increasing the Borrower’s or any Guarantor’s costs under the Financing Documents, due to new or increased Taxes, or otherwise), at any time assign all or any part of its Loan Commitments or Loans and the other rights and obligations of such Lender hereunder and under the other Financing Documents, to another bank or financial institution, provided that no consent of the Borrower shall be required for any assignment by a Lender of all or any part of its Loan Commitments or Loans and other rights and obligations after the occurrence of the Amendment No. 2 Closing Date. Any partial assignment of Loan Commitments or Loans under

.

ASIA 20421235 (2K) 26

this Section 10.13(a) shall not be less than US$10,000,000 or any integral multiple of US$5,000,000 in excess thereof.”

.

ASIA 20421235 (2K) 26

Exhibit A

Form of Ratification Agreement

.

ASIA 20421235 (2K) 26

Exhibit B

Form of Amendment to the Parent Guaranty

.

ASIA 20421235 (2K) 26

Exhibit C

Form of Borrower Share Pledge

.

ASIA 20421235 (2K) 26

EX-99.12

EXECUTION VERSION

Exhibit 99.12

________________________________________________________________________

AMENDMENT AGREEMENT NO. 2

Among

COMUNICACIONES NEXTEL DE MÉXICO, S.A. DE C.V.

as Borrower under the Sinosure Credit Agreement

THE GUARANTORS SIGNATORIES HERETO

as Guarantors under the Sinosure Credit Agreement

CHINA DEVELOPMENT BANK CORPORATION

as Lender, Administrative Agent and Arranger under the Sinosure Credit Agreement

Dated as of December 19, 2014

________________________________________________________________________

ASIA 20422958 (2K)

Table of Contents

Page2

SECTION 1.DEFINITIONS AND RULES OF INTERPRETATION.

1.Defined Terms

2.Rules of Interpretation

SECTION 2.AMENDMENTS TO THE SINOSURE CREDIT AGREEMENT.

SECTION 3.ACKNOWLEDGMENT.

SECTION 4.EFFECTIVENESS AND TERMINATION.

SECTION 5.CONDITIONS PRECEDENT.

1.Legal Opinions

2.Charter Documents

3.Sinosure Consent Letter

SECTION 6.REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

SECTION 7.NO WAIVER.

SECTION 8.RATIFICATION OF THE ASSET PLEDGE AND THE DSRA PLEDGE; Execution of the Borrower Share Pledge.

SECTION 9.NO NOVATION.

SECTION 10.MISCELLANEOUS.

1.Amendments to Appendix A of the Sinosure Credit Agreement

2.Amendments to Section 5 (Covenants) of the Sinosure Credit Agreement

3.Amendments to Section 6 (Payment Provisions; Fees) of the Sinosure Credit Agreement

4.Amendments to Section 7 (Events of Default and Remedies) of the Sinosure Credit Agreement

5.Amendments to Section 9.2 (Bankruptcy) of the Sinosure Credit Agreement

6.Amendments to Section 10.13 (Assignments, Participations, etc.) of the Sinosure Credit Agreement

EXHIBIT A        FORM OF RATIFICATION AGREEMENT

EXHIBIT B        FORM OF AMENDMENT TO THE PARENT GUARANTY

2

ASIA 20422958 (2K)

EXHIBIT C        FORM OF BORROWER SHARE PLEDGE

3

ASIA 20422958 (2K)

AMENDMENT AGREEMENT NO. 2 (this “Amendment”), dated as of December 19, 2014, among (i) COMUNICACIONES NEXTEL DE MÉXICO, S.A. DE C.V., a sociedad anónima de capital variable organized and existing under the laws of Mexico in its capacity as borrower (the “Borrower”) under the Sinosure Credit Agreement (as defined below), (ii) the persons listed as guarantors on the signature pages hereto in their capacities as guarantors (the “Guarantors”) under the Sinosure Credit Agreement, and (iii) CHINA DEVELOPMENT BANK CORPORATION as lender (in such capacity, the “Lender”), administrative agent (in such capacity, the “Administrative Agent”) and arranger (in such capacity, the “Arranger”) under the Sinosure Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger are parties to a US$187,500,000 credit agreement dated as of July 12, 2011, as amended on September 25, 2013, and as further amended and waived from time to time, which is supported by the Sinosure Insurance (the “Sinosure Credit Agreement”);

WHEREAS, the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger are parties to a US$187,500,000 credit agreement dated as of July 12, 2011, as amended on September 25, 2013, and as further amended and waived from time to time, which is not supported by the Sinosure Insurance (the “Non-Sinosure Credit Agreement”, together with the Sinosure Credit Agreement, the “Credit Agreements”);

WHEREAS, the Borrower has notified the Administrative Agent and has requested that the Lender agree to amend certain terms and conditions of the Sinosure Credit Agreement to facilitate the balance sheet restructuring of NII Holdings, Inc. (the “Parent”) and certain of the Parent’s affiliates pursuant to which the US$4,350,000,000 notes issued by NII Capital Corp. and/or NII International Telecom S.C.A. will be restructured;

WHEREAS, the Parent and such affiliates have commenced the Chapter 11 Cases, and other affiliates may, from time to time thereafter, commence cases under chapter 11 of title 11 of the United States Code; and

WHEREAS, it is anticipated that the Parent Restructuring Plan and the order confirming it will provide that the Parent’s obligations under (i) the Shareholder Undertaking, (ii) the Subordination Agreements and (iii) the Parent Guaranty, amended as set forth in the Amendment to the Parent Guaranty, will not be discharged, but will instead continue in full force and effect, binding the Parent or a Successor Guarantor, as of the Parent Restructuring Effective Date;

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, the parties hereto agree as follows:

4

ASIA 20422958 (2K)

SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.

1.DefinedTerms

Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in Appendix A (Defined Terms and Rules of Interpretation) of the Sinosure Credit Agreement, as amended by Amendment No. 1 and as amended hereby.

2.Rules of Interpretation

The rules of interpretation set forth in Appendix A (Defined Terms and Rules of Interpretation) of the Sinosure Credit Agreement shall apply to this Amendment, mutatis mutandis.

SECTION 2.AMENDMENTS TO THE SINOSURE CREDIT AGREEMENT.

On the Effective Date (as defined below), the terms and conditions of the Sinosure Credit Agreement shall be amended as set forth in Annex 1 hereto.

SECTION 3.ACKNOWLEDGMENT.

Each Party to this Amendment hereby acknowledges and agrees that the terms and conditions of each of the Financing Documents in effect as of the date hereof shall continue in full force and effect unchanged except as amended and supplemented hereby or as otherwise set forth herein.

SECTION 4.EFFECTIVENESS AND TERMINATION.

Notwithstanding anything in this Amendment to the contrary, this Amendment shall become effective on the date on which (i) this Amendment has been executed by all parties hereto, and (ii) each of the conditions precedent set forth in Section 5 (Conditions Precedent) shall have been fulfilled in a manner reasonably satisfactory to the Administrative Agent or have been waived in writing by the Administrative Agent, in its sole discretion (the “Effective Date”).

SECTION 5.CONDITIONS PRECEDENT.

On or prior to the Effective Date, the Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Administrative Agent (acting on the instructions of all Lenders):

1.Legal Opinions

The Administrative Agent shall have received a copy of the following legal opinions, which legal opinions shall be dated as of the Effective Date and addressed to each Financing Party:

(a)the legal opinion of White & Case LLP, New York counsel to the Administrative Agent and the Lenders, as to matters of enforceability of this Amendment under New York law;

(b)the legal opinion of White & Case S.C., Mexican counsel to the Administrative Agent and the Lenders, as to matters of due authorization of the execution, delivery, and performance of (i) this Amendment, (ii) the ratification agreement to the DSRA Pledge and the Asset Pledge, with respect to each Mexican Obligor party to such documents; and

(c)the legal opinion of Morris James LLP, Delaware counsel to the Administrative Agent and the Lenders, as to matters of execution and delivery of the Amendment to the Parent Guaranty.

2.Charter Documents

The Administrative Agent shall have received the following documents, dated as of the Effective Date, each certified as indicated below:

(a)the Officer’s Certificate of the Borrower certifying that attached thereto is a true and complete copy of the resolutions duly adopted by the board of directors (or other equivalent body) of the Borrower: (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, delivery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment and any documents to be delivered by the Borrower under this Amendment (including the ratification agreement referenced in Section 8 (Ratification of the Asset Pledge and the DSRA Pledge and Execution of the Borrower Share Pledge) of this Amendment) and dispatch all documents and notices to be signed and/or dispatched by the Borrower under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect;

(b)the Officer’s Certificate of each Guarantor certifying that attached thereto is a true and complete copy of the resolutions duly adopted by the board of directors (or other equivalent body) of such Guarantor: (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, delivery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment (including, with respect to NII Digitial, S. de R.L. de C.V. the ratification agreement referenced in Section 8 (Ratification of the Asset Pledge and the DSRA Pledge and Execution of the Borrower Share Pledge)of this Amendment) and any documents to be delivered by the Guarantor under this Amendment and dispatch all documents and notices to be signed and/or dispatched by the Guarantor under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect.

3.Sinosure Consent Letter

The Administrative Agent shall have received written consent from Sinosure for the execution and delivery of this Amendment by the Borrower, on the terms as contemplated in this Amendment.

SECTION 6.REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

(c)The Borrower and each Guarantor (as applicable) confirms to the Administrative Agent that the Repeating Representations and the representation made under Section 4.20 (Ranking) of the Sinosure Credit Agreement are true and correct on and as of the Effective Date as if made on and as of such date and as if the references to “this Agreement” in that section were references to the Sinosure Credit Agreement as amended by this Amendment.

(d)The Borrower further represents to the Administrative Agent that, on the date of this Amendment and on the Effective Date, it has no outstanding Indebtedness other than Indebtedness incurred under (i) the Credit Agreements, and (ii) paragraphs (ii), (v) and (vii) of the definition of “Indebtedness”, in each case, as disclosed to the Administrative in the latest financial statements delivered pursuant to the Sinosure Credit Agreement.

(e)Each Guarantor agrees to the amendments contemplated by this Amendment and confirms that its obligations under the Financing Documents to which it is a party will not be released or diminished by the amendments or waivers contemplated herein.

(f)Upon receipt of the corresponding invoice by the appropriate party, the Borrower shall promptly, in any event within ten (10) Business Days, pay or arrange for the payment of (i) an amendment fee equal to US$12,500, and (ii) all reasonable and documented costs and expenses incurred by any Financing Party (including Attorney Costs) in connection with the preparation, issuance, delivery, filing, recording and administration of this Amendment and the Parent Restructuring and any other documents which may be delivered in connection herewith or therewith. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in Mexico, the United States or China in connection with the execution, delivery, filing and recording of this Amendment or any other Financing Document, or any other document which may be delivered in connection with this Amendment, and agrees to save the Financing Parties harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

SECTION 7.NO WAIVER.

Except as expressly provided in this Amendment, each of the Financing Documents shall remain unchanged and in full force and effect, and no provision of this Amendment shall be deemed (i) to be a consent, waiver or modification of any term or condition of the Financing Documents or any of the instruments or documents referred to therein, or (ii) to prejudice any rights or remedies which any Financing Party may have now or in the future under or in connection with any of the Financing Documents.

SECTION 8.RATIFICATION OF THE ASSET PLEDGE AND THE DSRA PLEDGE; EXECUTION OF THE BORROWER SHARE PLEDGE.

As soon as reasonably practicable after the execution of this Amendment:

(a) the Asset Pledge and the DSRA Pledge shall be duly ratified by each party thereto before a notary public or commercial notary public in Mexico, by means of the execution of the corresponding ratification agreement, substantially in the form of Exhibit A hereto;

(b)the ratification referred to in paragraph (a) above shall be duly registered and filed with the Movable Property Registry (Registro Único de Garantías Mobiliarias) and delivery shall be made to the Security Agent of evidence of such filing (boleta de inscripción), in order to ratify the first ranking priority Lien intended to be provided therein and that all fees and costs and expenses in relation thereto have been duly paid or discharged; and

(c)in any event by no later than February 28, 2015, the Borrower Share Pledge shall be duly executed and the security intended to be created thereunder be duly perfected in accordance with the terms thereof, and the stock registry book of the Borrower shall be updated to reflect the entering into of the Borrower Share Pledge.

SECTION 9.NO NOVATION.

The execution of this Amendment does not constitute a novation, payment, satisfaction, performance, extinction or fulfillment of any of the obligations under the Sinosure Credit Agreement whatsoever, including its annexes, exhibits and schedules.

SECTION 10.MISCELLANEOUS.

Section 10 (Miscellaneous) of the Sinosure Credit Agreement shall be incorporated into this Amendment as if set forth in full herein, mutatis mutandis.

*                                   *                                   *

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

COMUNICACIONES NEXTEL DE MÉXICO, S.A. DE C.V., as Borrower

Notice Address:    

Paseo de los Tamarindos No. 90, piso 24

Col. Bosques de las Lomas

05120 México, D.F.

Mexico

Attention: General Counsel

Telephone No.: (011 52 55) 4115-3651

Facsimile No.: (011 52 55) 1018-4010 (Ext. 3651)

with a copy to:

NII Holdings, Inc.

1875 Explorer Street

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +703 390 7170

By:/s/ Antonio Garza Canovas        Name: Antonio Garza Canovas
Title: Attorney-in-fact

By:/s/ Alejandro Giordano Carranco        

Name: Alejandro Giordano Carranco
Title: Attorney-in-fact

5

ASIA 20422958 (2K)

The Guarantors:

INVERSIONES NEXTEL DE MÉXICO S. DE R.L. DE C.V.

NII TELECOM S. DE R.L. DE C.V.

NII DIGITAL S. DE R.L. DE C.V.

DELTA COMUNICACIONES DIGITALES S. DE R.L. DE C.V.

Notice Address for all Guarantors under the Sinosure Credit Agreement:    

Paseo de los Tamarindos No. 90, piso 24

Col. Bosques de las Lomas

05120 México, D.F.

Mexico

Attention: General Counsel

Telephone No.: (011 52 55) 4115-3651

Facsimile No.: (011 52 55) 1018-4010 (Ext. 3651)

with a copy to:

NII Holdings, Inc.

1875 Explorer Street

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +703 390 7170

On behalf of the Guarantors

By:/s/ Antonio Garza Canovas        Name: Antonio Garza Canovas
Title: Attorney-in-fact

By:/s/ Alejandro Giordano Carranco        

Name: Alejandro Giordano Carranco
Title: Attorney-in-fact

6

ASIA 20422958 (2K)

CHINA DEVELOPMENT BANK CORPORATION, as Lender

Notice Address:    

Address:    14^th Floor, CITIC Tower

No. 1093 Shennan Zhong Road

Shenzhen 518031, P.R. China        
Attention:    Che Nan
Telephone No.:    +86 (755) 2594 2783
Facsimile No.:    +86 (755) 2598 7725    

By:/s/ Liu Wensheng        Name: Liu Wensheng
Title: Deputy General Manager of Shenzhen Branch

7

ASIA 20422958 (2K)

CHINA DEVELOPMENT BANK CORPORATION, as Administrative Agent

Notice Address:    

Address:    14^th Floor, CITIC Tower

No. 1093 Shennan Zhong Road

Shenzhen 518031, P.R. China        
Attention:    Che Nan
Telephone No.:    +86 (755) 2594 2783
Facsimile No.:    +86 (755) 2598 7725    

By:/s/ Liu Wensheng        Name: Liu Wensheng
Title: Deputy General Manager of Shenzhen Branch

8

ASIA 20422958 (2K)

CHINA DEVELOPMENT BANK CORPORATION, as Arranger

Notice Address:    

Address:     14^th Floor, CITIC Tower

No. 1093 Shennan Zhong Road

Shenzhen 518031, P.R. China        
Attention:    Che Nan
Telephone No.:    +86 (755) 2594 2783
Facsimile No.:    +86 (755) 2598 7725    

By:/s/ Liu Wensheng        Name: Liu Wensheng
Title: Deputy General Manager of Shenzhen Branch

9

ASIA 20422958 (2K)

10

ASIA 20422958 (2K)

Annex 1

Amendments to the Sinosure Credit Agreement

1.Amendments to Appendix A of the Sinosure Credit Agreement

(a)The following definitions shall be added in the appropriate alphabetical positions in the Sinosure Credit Agreement:

“Amendment to the Parent Guaranty” shall mean the amendment to the Parent Guaranty dated as of the date of the Amendment No. 2, being 5 December 2014 and entered into among the Parent and the Administrative Agent (for the benefit of the Financing Parties) substantially in the form of Exhibit B hereto.

“Amendment No. 2” shall mean the Amendment Agreement No. 2 dated as of 5 December 2014 entered into among the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger.

“Amendment No. 2 Closing Date” shall mean the date on which:

(a)the Amendment No. 2 Effective Date has occurred;

(b)the Borrower Share Pledge has been executed and delivered;

(c)the Borrower has prepaid the Loans in an amount not less than the Required Prepayment Amount; and

(d)solely in respect of the Sinosure Credit Agreement, the Borrower has paid to Sinosure all additional fees and premiums required by Sinosure to be paid for the purposes of the Borrower entering into the Amendment No. 2,

provided that no Event of Default has occurred and is continuing on such date and provided further that such date shall have occurred on or prior to the earlier of (I) five (5) Business Days after the Parent Restructuring Effective Date and (II) September 30, 2015.

“Amendment No. 2 Effective Date” shall have the meaning given to it as the Effective Date in the Amendment No. 2.

“Borrower Share Pledge” shall mean the agreement in respect of the pledge over the entire issued share capital of the Borrower entered between the shareholders of the Borrower and the Security Agent substantially in the form of Exhibit C hereto.

“Chapter 11 Cases” shall mean the cases commenced on September 15, 2014 or thereafter by the Parent and certain of its affiliates under chapter 11 of title 11 of the United States Code styled In re NII Holdings, Inc., et al., No. 14-12611 (SCC) in the United States Bankruptcy Court for the Southern District of New York.

“Cut-off Date” shall mean June 27, 2014.

.

ASIA 20422958 (2K) 26

“Parent Change of Control” shall mean:

(a)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended), but excluding any employee benefit plan of such “person” or its subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan) becomes the beneficial owner, directly or indirectly, of 35% or more of the voting stock of the Parent or Successor Guarantor on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right to the extent that such option right is exercisable within 60 days after the date of determination); or

(b)a majority of the members of the board of directors of the Parent or Successor Guarantor are not Continuing Directors;

provided that “Parent Change of Control” shall not include the Parent Restructuring Plan and the Parent Restructuring Plan shall be deemed not to result in a Parent Change of Control.

“Parent Guaranty Amendment Effective Date” shall have the meaning given to it in the Amendment to the Parent Guaranty.

“Parent Restructuring” shall mean the balance sheet restructuring of the Parent and certain of the Parent’s Subsidiaries in the Chapter 11 Cases.

“Parent Restructuring Effective Date” shall mean the date on which the Parent Restructuring Plan becomes effective.

“Parent Restructuring Plan” shall mean the plan in respect of the Parent confirmed under 11 U.S.C. § 1129 in the Chapter 11 Cases, pursuant to which, together with the chapter 11 plans of applicable affiliates, the US$4,350,000,000 notes issued by NII Capital Corp. and/or NII International Telecom S.C.A. are restructured or compromised, including, without limitation, through the full or partial conversion of such notes into equity shares of the Parent and/or its Affiliates.

“Permitted Indebtedness” shall mean:

(a)any Indebtedness permitted under the Financing Documents and which is incurred prior to the execution date of the Amendment No. 2;

(b)Indebtedness arising under any Permitted Sale Leaseback Transaction;

(c)any Subordinated Restricted Intercompany Indebtedness;

(d)any other Indebtedness fully subordinated in right of payment and upon insolvency of the Borrower to the Lender, and under which no payment (including principal, interest or any other form of payment), prepayment or repayment may be made before the unconditional and irrevocable payment in full of all amounts under the Financing Documents;

.

ASIA 20422958 (2K) 26

(e)Indebtedness incurred in connection with the ordinary course of business of the Borrower, provided that the aggregate outstanding amount of such Indebtedness at any time shall not exceed US$50,000,000 (or its equivalent in Pesos);

(f)Indebtedness incurred for the purpose of refinancing Indebtedness of the Borrower existing on the date of the Amendment No. 2 (without any increase in the principal amount thereof or any shortening of the average maturity of any principal amount thereof in comparison with the average maturity of the Indebtedness being refinanced); and

(g)the amount of any liability in respect of any guaranty for any of the items referred to in paragraphs (a) to (f) above.

“Required Prepayment Amount” shall mean an amount equal to seventeen percent (17%) of the Loans outstanding on the Cut-off Date.

“Successor Guarantor” shall mean the entity which (i) becomes, or is deemed as, the legal successor of the Parent as a result of, or pursuant to, the Parent Restructuring Plan or the order of the applicable Governmental Authority in the Chapter 11 Cases confirming the Parent Restructuring Plan, but not by reason of sale (even if pursuant to the Parent Restructuring Plan or such order), and only if such succession or deemed succession shall not have occurred before the Parent Restructuring Effective Date (unless preceded by the unconditional and irrevocable repayment in full of the Guaranteed Obligations (as such term is defined in the Parent Guaranty)), and (ii) has undertaken, as of the Parent Restructuring Effective Date, the Parent’s obligations under the Shareholder Undertaking, the Subordination Agreements and the Parent Guaranty, as amended pursuant to the Amendment to the Parent Guaranty.

(a)The following definitions shall be amended to read in its entirety as follows:

“Change of Control” shall mean:

(a) a Parent Change of Control;

(b)the Borrower ceases, directly or indirectly, to control any of the Guarantors;

(c)Nextel International (Uruguay) LLC ceases to own at least 99.99% of the entire issued and outstanding capital stock of the Borrower; or

(d)the Parent or the Successor Guarantor ceases, directly or indirectly, to control the Borrower,

for purposes of this definition, “control” shall mean, with respect to a Person, (i) the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise, and (ii) the ownership (directly or indirectly) of 51% of the entire issued and outstanding share capital of such Person.

“Financing Documents” shall mean, collectively, this Agreement, the Amendment No. 1, the Amendment No. 2, the Parent Guaranty, the Amendment to the Parent Guaranty, any Subordination Agreement, the Shareholder Undertaking, the Security Documents, any ratification agreement in respect of any Security Document, the Fee Letter and each Notice of Borrowing.

.

ASIA 20422958 (2K) 26

“Loan Maturity Date” shall mean (i) prior to the occurrence of the Amendment No. 2 Closing Date, the date falling ten (10) years from the Signing Date except that if such date is not a Business Day, then the Loan Maturity Date shall be the Business Day immediately preceding the date falling ten (10) years from the Signing Date or (ii) upon the occurrence of the Amendment No. 2 Closing Date, January 11, 2021.

“Parent Guaranty” shall mean the guaranty agreement dated as of September 25, 2013, entered into among the Parent, the Administrative Agent and the Sinosure Administrative Agent, for the benefit of the Financing Parties, as amended from time to time.

“Principal Payment Dates” shall mean, collectively, (i) prior to the occurrence of the Amendment No. 2 Closing Date, the first Interest Payment Date immediately following the expiry of the Availability Period and thereafter, each next succeeding Interest Payment Date, and (ii) upon the occurrence of the Amendment No. 2 Closing Date, on each date set forth below which follows the Amendment No. 2 Closing Date:

Principal Payment Date

October 10, 2014

April 10, 2015

October 10, 2015

April 10, 2016

October 10, 2016

April 10, 2017

October 10, 2017

April 10, 2018

October 10, 2018

April 10, 2019

October 10, 2019

April 10, 2020

October 10, 2020

January 11, 2021

provided that the last Principal Payment Date shall be the Loan Maturity Date.

“Security Documents” shall mean the Asset Pledge, the Borrower Share Pledge, the DSRA Pledge and any other document designated as a Security Document by the Financing Parties.

“Waiver Period” shall mean the period commencing on the effective date of the Amendment No. 1 and ending on June 30, 2017 (inclusive).

.

ASIA 20422958 (2K) 26

2.Amendments to Section 5 (Covenants) of the Sinosure Credit Agreement

(a)Paragraph (d) of Section 5.1 (Financial Statements and Other Information) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(d)    Financial Ratio. Together with each set of financial statements delivered pursuant to Section 5.1(a) or 5.1(b) above, (i) a detailed calculation of the financial ratios set forth in Section 5.22 (Financial Ratios) as tested as of the Calculation Date immediately falling prior to the delivery of such financial statements for the period of twelve (12) months ending on such Calculation Date, certified by the chief financial officer, treasurer or financial controller of the Borrower; and (ii) a Compliance Certificate, provided that, during the Waiver Period only, the Borrower shall not be required to deliver a Compliance Certificate, provided further that, the Borrower shall not, during the period from June 30, 2015 to the Amendment No. 2 Closing Date, deliver any Compliance Certificate in respect of the twelve months period ending on June 30, 2015 for purposes of effecting a release of the liabilities of the Parent Guarantor under the Parent Guaranty pursuant to Section 20 (Release of Liability of Parent Guarantor) of the Parent Guaranty. For the avoidance of doubt, any calculation of financial ratios provided on or prior to the last day of the Waiver Period shall be provided for the Lender’s information purposes only.”

(b)A new paragraph (n) of Section 5.1 (Financial Statements and Other Information) of the Sinosure Credit Agreement shall added to read in its entirety as follows:

“(n)    Restructuring.

(i)such information with respect to the Parent Restructuring (including with respect to its process and status) as the Administrative Agent may request from time to time (acting reasonably).”

(c)Section 5.22 (Financial Ratio) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“The Borrower shall:

(a)    maintain (i) a Net Debt to Consolidated EBITDA ratio of no greater than 2.5 to 1.0, (ii) a Net Debt to Total Net Worth ratio of no greater than 2.0 to 1.0, and (iii) a Consolidated EBITDA to Consolidated Interest Expense ratio of no less than 3.0 to 1.0., in each case, as tested as of each Calculation Date falling after the last day of the Waiver Period for the period of twelve (12) months ending on such Calculation Date; and

(b)     ensure that, as of the date after the last day of the Waiver Period, the amount of the Consolidated Cash Balance shall be (i) no less than US$100,000,000 as tested as of each Calculation Date falling in the period when the sum of the outstanding principal amount of all the Loans is more than US$100,000,000, and (ii) no less than the then outstanding principal amount of all the Loans as tested as of each Calculation Date falling after the sum of the outstanding principal amount of all the Loans falls below US$100,000,000.”

(d)Section 5.30 (Incremental Indebtedness and Subordinated Restricted Intercompany Indebtedness) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

.

ASIA 20422958 (2K) 26

“5.30 Incremental Indebtedness and Subordinated Restricted Intercompany Indebtedness.

(a)During the Waiver Period, the Borrower shall not, and shall not permit any of the Guarantors to, directly or indirectly, contract, create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness.

(b)After the last day of the Waiver Period, the Borrower shall not, and shall not permit any of the Guarantors to, directly or indirectly, contract, create, incur, assume or suffer to exist any Indebtedness (other than the Indebtedness under the Financing Documents), unless (i) no Default or Event of Default then exists or would result therefrom; and (ii) the Borrower has complied and after the incurrence thereof on a pro forma basis, is in compliance with Section 5.22 (Financial Ratio) as tested on the Calculation Date immediately preceding the proposed date of such incurrence.

(c)No Obligor nor its Subsidiaries, shall pay, or cause to be paid, any Subordinated Restricted Intercompany Indebtedness without the prior written consent of the Administrative Agent and the Sinosure Administrative Agent.”

3.Amendments to Section 6 (Payment Provisions; Fees) of the Sinosure Credit Agreement

(a)Section 6.1 (Repayment of Principal) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)    Prior to the occurrence of the Amendment No. 2 Closing Date, the Borrower shall repay the aggregate principal amount of the Loans outstanding on each Principal Payment Date in fifteen (15) equal semi-annual instalments commencing on the first Interest Payment following the expiry of the Availability Period.

(b)    Upon the occurrence of the Amendment No. 2 Closing Date:

(i)the Borrower shall repay the aggregate principal amount of the Loans outstanding on each Principal Payment Date in the amounts (expressed as a percentage of the aggregate Loans outstanding as of the Cut-off Date) as set out below:

Principal Payment Date	Amount Due (expressed as a percentage of the aggregate Loans outstanding as of the Cut-off Date)
October 10, 2014	0.29%
April 10, 2015	0.29%
October 10, 2015	0.29%
April 10, 2016	0.29%
October 10, 2016	0.29%
April 10, 2017	0.29%
October 10, 2017	10.16%
April 10, 2018	10.16%
October 10, 2018	10.16%
April 10, 2019	10.16%
October 10, 2019	10.16%
April 10, 2020	10.16%
October 10, 2020	10.16%
January 11, 2021	10.14%

(ii)any amounts repaid or prepaid by the Borrower on and from the Cut-off Date and prior to the occurrence of the Amendment No. 2 Closing Date shall be applied in the following order of priority:

1.first, towards repayment of the principal amount of the Loans on each Principal Payment Date occurring on and from the Cut-off Date and prior to the Amendment No. 2. Closing Date in accordance with paragraph (b)(i) above in chronological order;

2.second, towards prepayment of the Required Prepayment Amount; and

3.third, towards the repayment of the principal amount of the Loans outstanding in accordance with paragraph (b)(i) above on each Principal Payment Date occurring after the Amendment No. 2. Closing Date in chronological order. ”

4.Amendments to Section 7 (Events of Default and Remedies) of the Sinosure Credit Agreement

(a)New paragraphs of Section 7.1 (Events of Default) of the Sinosure Credit Agreement shall be added to read in its entirety as follows:

“(s) Borrower Share Pledge. (i) Any holder of the issued share capital of the Borrower shall fail to execute and deliver the Borrower Share Pledge to the Security Agent, and to perfect the Lien created or intended to be created under or evidenced by the Borrower Share Pledge, or (ii) in the event that any holder of the issued share capital of the Borrower at any time is or becomes a “debtor” (as defined in 11 U.S.C § 101(13)), the relevant court shall have failed, with respect to only such holder, to have authorized such (a) execution and delivery of the Borrower Share Pledge and (b) grant and perfection of the Lien created or intended to be created under or evidenced by the Borrower Share Pledge, in each case of (i) and (ii), by February 28, 2015, or such authorization in the case of (ii) is overturned on appeal.

(t)     Parent Restructuring Plan. Upon confirmation of the Parent Restructuring Plan, either of the Parent Restructuring Plan or the order confirming it shall fail to provide in form and substance reasonably acceptable to the Administrative Agent for the terms and obligations of the Parent Guaranty, the Shareholder Undertaking and the Subordination Agreements to be undertaken by the Parent or a Successor Guarantor.

(u) Amendment to the Parent Guaranty. The Amendment to the Parent Guaranty is not authorized or approved by the appropriate Governmental Authority in the Chapter 11 Cases or otherwise does not take full force and effect in accordance with the terms thereof, on the earlier of (i) the Amendment No. 2. Closing Date and (ii) September 30, 2015.

(v) Claims in the Chapter 11 Cases. The claims of the Administrative Agent and the Financing Parties for the Guaranteed Obligations (as such term is defined in the Parent Guaranty) or arising under the Borrower Share Pledge in the Chapter 11 Cases shall for any reason be disallowed, avoided, nullified or subordinated, or any liability under the Parent Guaranty shall be released or discharged for any reason (including under Section 20 of the Parent Guaranty) other than due to (i) any affirmative act of the Administrative Agent or the Lender, (ii) the failure of the Administrative Agent or Lender to file a proof of claim in the Chapter 11 Cases in respect of any such claim (only if the filing thereof is otherwise required pursuant to an order of the relevant Governmental Authority in the Chapter 11 Cases or pursuant to the applicable Bankruptcy Law to preserve such claim) or defend any such claim against any objection thereto, or (iii) the unconditional and irrevocable repayment in full of the Guaranteed Obligations (as such term is defined in the Parent Guaranty), provided that there shall not be an Event of Default under this Section 7.1(v) (a) in the event such claims are reinstated pursuant to the Parent Restructuring Plan, or alternatively in the case of the claims arising under the Borrower Share Pledge only, the Borrower Share Pledge is reinstated or assumed by the Pledgor pursuant to the Parent Restructuring Plan or otherwise remains in full force and effect according to its terms and unaffected by the Chapter 11 Cases as of and after the Parent Restructuring Effective Date, or (b) so long as such claims are so reinstated or, if applicable, the Borrower Share Pledge is so reinstated or assumed by the Pledgor pursuant to the Parent Restructuring Plan or remains in full force and effect according to its terms and unaffected by the Chapter 11 Cases as of and after the Parent Restructuring Effective Date, as a result of any action that is appropriate to administer and maintain the claims register in the Chapter 11 Cases.

(w) Delivery of the Compliance Certificates. The Borrower delivers the Compliance Certificates pursuant to Section 5.1 (Financial Statements and Other Information) in respect of the twelve (12) months period ending on June 30, 2015 confirming that it is in compliance with the financial ratios set out in the Sinosure Credit Agreement.

(x) Shareholder Undertaking, Subordination Agreements. The Shareholder Undertaking or any Subordination Agreement shall fail to be reinstated by the appropriate Governmental Authority in the Chapter 11 Cases or the claim of the Administrative Agent and the Financing Parties under the Shareholder Undertaking or Subordination Agreements shall for any reason be disallowed, avoided, nullified or subordinated, or any liability under the Shareholder Undertaking or Subordination Agreements shall be released or discharged for any reason other than due to (i) any affirmative act of the Administrative Agent or the Lender, (ii) the failure of the Administrative Agent or Lender to file a proof of claim in the Chapter 11 Cases in respect of any such claim (only if the filing thereof is otherwise required pursuant to an order of the relevant Governmental Authority in the Chapter 11 Cases or pursuant to the applicable Bankruptcy Law to preserve such claim) or defend any such claim against any objection thereto or (iii) the unconditional and irrevocable repayment in full of the Loans, provided that there shall not be an Event of Default under this Section 7.1(x) (a) in the event such claims are reinstated pursuant to the Parent Restructuring Plan, or (b) so long as such claims are so reinstated, as a result of any action that is appropriate to administer and maintain the claims register in the Chapter 11 Cases.

(y) Status of the Pledgors. (i) Any of the holders of the issued share capital of the Borrower is a “debtor” (as defined in 11 U.S.C § 101(13)) concerning whom a plan confirmed under 11 U.S.C. § 1129 has not become effective or in respect of which an order dismissing the Chapter 11 Case pertaining to it has not been entered, or (ii) the Borrower Share Pledge, for whatever reason, is not enforceable in accordance with the terms thereof (including as a result of any stay), in each case of (i) or (ii), as of or after September 30, 2015.

5.Amendments to Section 9.2 (Bankruptcy) of the Sinosure Credit Agreement

(a)Section 9.2 (Bankruptcy) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“Additionally, the Guarantors unconditionally and irrevocably, jointly and severally, guarantee the payment of any and all of the Guaranteed Obligations to the Financing Parties whether or not due or payable by the Borrower upon the occurrence of any of the events specified in Sections 7.1(e), 7.1(g) and 7.1(h), and irrevocably and unconditionally promise to pay such Guaranteed Obligations to the Financing Parties upon such occurrence.”

6.Amendments to Section 10.13 (Assignments, Participations, etc.) of the Sinosure Credit Agreement

(a)Paragraph (a) of Section 10.13 (Assignments, Participations, etc.) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)    Subject to Section 10.13(b) below, any Lender may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld or delayed or conditioned, however, it will not be considered unreasonable for the Borrower to withhold consent if any such assignment could have the effect of increasing the Borrower’s or any Guarantor’s costs under the Financing Documents, due to new or increased Taxes, or otherwise), at any time assign all or any part of its Loan Commitments or Loans and the other rights and obligations of such Lender hereunder and under the other Financing Documents, to another bank or financial institution, provided that no consent of the Borrower shall be required for any assignment by a Lender of all or any part of its Loan Commitments or Loans and other rights and obligations after the occurrence of the Amendment No. 2 Closing Date. Any partial assignment of Loan Commitments or Loans under this Section 10.13(a) shall not be less than US$10,000,000 or any integral multiple of US$5,000,000 in excess thereof.”

Exhibit A

Form of Ratification Agreement

Exhibit B

Form of Amendment to the Parent Guaranty

Exhibit C

Form of Borrower Share Pledge

.

ASIA 20422958 (2K) 26

EX-99.13

EXECUTION VERSION

Exhibit 99.13

________________________________________________________________________

AMENDMENT AGREEMENT NO.2

Among

NEXTEL TELECOMUNICAÇÕES LTDA.

as Borrower under the Non-Sinosure Credit Agreement

THE GUARANTORS SIGNATORIES HERETO

as Guarantors under the Non-Sinosure Credit Agreement

CHINA DEVELOPMENT BANK CORPORATION

as Lender, Administrative Agent and Arranger under the Non-Sinosure Credit Agreement

Dated as of December 19, 2014

________________________________________________________________________

ASIA 20422879 (2K)

Table of Contents

Page

SECTION 1.DEFINITIONS AND RULES OF INTERPRETATION.

1.Defined Terms

2.Rules of Interpretation

SECTION 2.AMENDMENTS TO THE NON-SINOSURE CREDIT AGREEMENT.

SECTION 3.ACKNOWLEDGMENT.

SECTION 4.EFFECTIVENESS AND TERMINATION.

SECTION 5.CONDITIONS PRECEDENT.

1.Legal Opinions

2.Charter Documents

3.Other Amendment Terms Summary

SECTION 6.TRANSLATION AND REGISTRATION.

SECTION 7.REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

SECTION 8.NO WAIVER.

SECTION 9.NO NOVATION.

SECTION 10.MISCELLANEOUS.

1.Amendments to Appendix A of the Non-Sinosure Credit Agreement

2.Amendments to Section 5 (Covenants) of the Non-Sinosure Credit Agreement

3.Amendments to Section 6 (Payment Provisions; Fees) of the Non-Sinosure Credit Agreement

4.Amendments to Section 7 (Events of Default and Remedies) of the Non-Sinosure Credit Agreement

5.Amendments to Section 9.2 (Bankruptcy) of the Non-Sinosure Credit Agreement

6.Amendments to Section 10.13 (Assignments, Participations, etc.) of the Non-Sinosure Credit Agreement

EXHIBIT A    FORM OF AMENDMENT TO THE PARENT GUARANTY

EXHIBIT B    FORM OF BORROWER ACCOUNTS PLEDGE

2

ASIA 20422879 (2K)

EXHIBIT C    EXCLUDED REVENUE COLLECTION ACCOUNTS

EXHIBIT D    OTHER AMENDMENT TERMS

3

ASIA 20422879 (2K)

AMENDMENT AGREEMENT NO. 2 (this “Amendment”), dated as of December 19, 2014, among (i) NEXTEL TELECOMUNICAÇÕES LTDA., a limited liability company (sociedade limitada)organized and existing under the laws of Brazil in its capacity as borrower (the “Borrower”) under the Non-Sinosure Credit Agreement (as defined below), (ii) the persons listed as guarantors on the signature pages hereto in their capacities as guarantors (the “Guarantors”) under the Non-Sinosure Credit Agreement and (iii) CHINA DEVELOPMENT BANK CORPORATION as lender (in such capacity, the “Lender”), administrative agent (in such capacity, the “Administrative Agent”) and arranger (in such capacity, the “Arranger”) under the Non-Sinosure Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger are parties to a US$250,000,000 credit agreement dated as of April 20, 2012, as amended on September 25, 2013, and as further amended and waived from time to time, which is not supported by the Sinosure Insurance (the “Non-Sinosure Credit Agreement”);

WHEREAS, the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger are parties to a US$250,000,000 credit agreement dated as of April 20, 2012, as amended on September 25, 2013, and as further amended and waived from time to time, which is supported by the Sinosure Insurance (the “Sinosure Credit Agreement”, together with the Non-Sinosure Credit Agreement, the “Credit Agreements”);

WHEREAS, the Borrower has notified the Administrative Agent and has requested that the Lender agree to amend certain terms and conditions of the Non-Sinosure Credit Agreement to facilitate the balance sheet restructuring of NII Holdings, Inc. (the “Parent”) and certain of the Parent’s affiliates pursuant to which the US$4,350,000,000 notes issued by NII Capital Corp. and/or NII International Telecom S.C.A. will be restructured;

WHEREAS, the Parent and such affiliates have commenced the Chapter 11 Cases, and other affiliates may, from time to time thereafter, commence cases under chapter 11 of title 11 of the United States Code; and

WHEREAS, it is anticipated that the Parent Restructuring Plan and the order confirming it will provide that the Parent’s obligations under (i) the Shareholder Undertaking, (ii) the Subordination Agreements and (iii) the Parent Guaranty, amended as set forth in the Amendment to the Parent Guaranty, will not be discharged, but will instead continue in full force and effect, binding the Parent or a Successor Guarantor, as of the Parent Restructuring Effective Date;

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, the parties hereto agree as follows:

4

ASIA 20422879 (2K)

DEFINITIONS AND RULES OF INTERPRETATION.

Defined Terms

Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in Appendix A (Defined Terms and Rules of Interpretation) of the Non-Sinosure Credit Agreement, as amended by Amendment No. 1 and as amended hereby.

Rules of Interpretation

The rules of interpretation set forth in Appendix A (Defined Terms and Rules of Interpretation) of the Non-Sinosure Credit Agreement shall apply to this Amendment, mutatis mutandis.

AMENDMENTS TO THE NON-SINOSURE CREDIT AGREEMENT.

On the Effective Date (as defined below), the terms and conditions of the Non-Sinosure Credit Agreement shall be amended as set forth in Annex 1 hereto.

ACKNOWLEDGMENT.

Each Party to this Amendment hereby acknowledges and agrees that the terms and conditions of each of the Financing Documents in effect as of the date hereof shall continue in full force and effect unchanged except as amended and supplemented hereby or as otherwise set forth herein.

EFFECTIVENESS AND TERMINATION.

Notwithstanding anything in this Amendment to the contrary, this Amendment shall become effective on the date on which (i) this Amendment has been executed by all parties hereto and (ii) each of the conditions precedent set forth in Section 5 (Conditions Precedent) shall have been fulfilled in a manner reasonably satisfactory to the Administrative Agent or have been waived in writing by the Administrative Agent, in its sole discretion (the “Effective Date”).

In the event the formal documentation entered into by the Borrower (or any of its subsidiaries, as applicable) in connection with the Other Amendments Terms is different from those set forth in the Other Amendment Terms Summary and such differences are, in the reasonable opinion of the Lender, materially adverse to the Lender, the Administrative Agent shall, as instructed by the Lender in its sole discretion, be entitled to terminate this Amendment and all amendments contemplated herein shall be void ab initio.

CONDITIONS PRECEDENT.

On or prior to the Effective Date, the Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Administrative Agent (acting on the instructions of all Lenders):

Legal Opinions

The Administrative Agent shall have received a copy of the following legal opinions, which legal opinions shall be dated as of the Effective Date and addressed to each Financing Party:

the legal opinion of White & Case LLP, New York counsel to the Administrative Agent and the Lenders, as to matters of enforceability of this Amendment under New York law;

the legal opinion of Dias Carneiro, Arystóbulo, Flores, Sanches e Thomaz Bastos Advogados, Brazilian counsel to the Administrative Agent and the Lenders, as to matters of due incorporation, due authorization of the execution, delivery, and performance of this Amendment with respect to the Borrower and each Brazilian Guarantor; and

the legal opinion of Morris James LLP, Delaware counsel to the Administrative Agent and the Lenders, as to matters of execution and delivery of the Amendment to the Parent Guaranty.

Charter Documents

The Administrative Agent shall have received the following documents, dated as of the Effective Date, each certified as indicated below:

the Officer’s Certificate of the Borrower certifying that attached thereto is a true and complete copy of the resolutions duly adopted by the board of directors (or other equivalent body) of the Borrower duly registered with São Paulo’s Board of Commerce (Junta Comercial do Estado de São Paulo): (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, delivery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment and any documents to be delivered by the Borrower under this Amendment and dispatch all documents and notices to be signed and/or dispatched by the Borrower under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and

the Officer’s Certificate of each Guarantor certifying that attached thereto is a true and complete copy of the resolutions duly adopted by the board of directors (or other equivalent body) of such Guarantor duly registered with the relevant Board of Commerce (Junta Comercial): (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, delivery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment and any documents to be delivered by the Guarantor under this Amendment and dispatch all documents and notices to be signed and/or dispatched by the Guarantor under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect.

Other Amendment Terms Summary

The Administrative Agent shall have received an Officer’s Certificate of the Borrower certifying that attached thereto is a true and complete copy of the Other Amendment Terms Summary, as such may be updated from time to time prior to the date of execution of this Amendment.

TRANSLATION AND REGISTRATION.

The Borrower shall deliver an original of this Amendment (A) sworn translated into Portuguese by a sworn translator registered with the Board of Commerce (Junta Comercial) and (B) registered with the Registry of Titles and Deeds (Cartório de Registro de Títulos e Documentos) of the city in which the Borrower and each of the Brazilian Guarantors is headquartered, on or prior to the date falling thirty (30) days after the date on which the Administrative Agent has provided to the Borrower an original of this Amendment duly notarized and legalized with the competent Brazilian consulate in China.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

The Borrower and each Guarantor (as applicable) confirms to the Administrative Agent that the Repeating Representations and the representation made under Section 4.20 (Ranking) of the Non-Sinosure Credit Agreement are true and correct on and as of the Effective Date as if made on and as of such date and as if the references to “this Agreement” in that section were references to the Non-Sinosure Credit Agreement as amended by this Amendment.

Each Guarantor agrees to the amendments contemplated by this Amendment and confirms that its obligations under the Financing Documents to which it is a party will not be released or diminished by the amendments or waivers contemplated herein.

Upon receipt of the corresponding invoice by the appropriate party, the Borrower shall promptly, in any event within ten (10) Business Days, pay or arrange for the payment of (i) an amendment fee equal to US$12,500, and (ii) all reasonable and documented costs and expenses incurred by any Financing Party (including Attorney Costs) in connection with the preparation, issuance, delivery, filing, recording and administration of this Amendment and the Parent Restructuring and any other documents which may be delivered in connection herewith or therewith. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in Brazil, the United States or China in connection with the execution, delivery, filing and recording of this Amendment or any other Financing Document, or any other document which may be delivered in connection with this Amendment, and agrees to save the Financing Parties harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

The Borrower shall, within the earlier to occur of (i) the date falling ten (10) Business Days after the Amendment No. 2 Closing Date and (ii) the Interest Payment Date or Principal Payment Date immediately following the Amendment No. 2 Closing Date, deliver to the Administrative Agent evidence satisfactory to it that (A) the ROF registered by the Borrower with the Central Bank for purposes of Section 3.1(m) (Foreign Exchange Registration) of the Non-Sinosure Credit Agreement has been cancelled (baixada) and (B) the aggregate Loans outstanding as of the Amendment No. 2 Closing Date, and the relevant fees, expenses and commissions expressly referred to in the Financing Documents, as applicable, are registered within a new ROF with the Central Bank.

Each Guarantor expressly waives any benefit it may have under Sections 363 to 366, 821, 827, 829, 830, 834, 835, 837, 838 and 839 of the Brazilian Law 10,406, enacted on 10 January 2002 (Brazilian Civil Code) and Sections 77 I, II and III and 595 of the Brazilian Law 5,869, enacted on 11 January 1973 (Brazilian Civil Procedure Code). No such waiver shall be construed so as to prejudice any right of the Lender under the Non-Sinosure Credit Agreement, which shall be absolute.

NO WAIVER.

Except as expressly provided in this Amendment, each of the Financing Documents shall remain unchanged and in full force and effect, and no provision of this Amendment shall be deemed (i) to be a consent, waiver or modification of any term or condition of the Financing Documents or any of the instruments or documents referred to therein, or (ii) to prejudice any rights or remedies which any Financing Party may have now or in the future under or in connection with any of the Financing Documents.

NO NOVATION.

The execution of this Amendment does not constitute a novation, payment, satisfaction, performance, extinction or fulfillment of any of the obligations under the Non-Sinosure Credit Agreement whatsoever, including its annexes, exhibits and schedules.

MISCELLANEOUS.

Section 10 (Miscellaneous) of the Non-Sinosure Credit Agreement, including but not limited to Section 10.20 (Governing Law; Submission to Jurisdiction; Etc.), shall be incorporated into this Amendment as if set forth in full herein, mutatis mutandis.

*                                   *                                   *

[Remainder of page intentionally left blank.]

5

ASIA 20422879 (2K)

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

NEXTEL TELECOMUNICAÇÕES LTDA., as Borrower under the Non-Sinosure Credit Agreement

Notice Address:    

Avenida das Nações Unidas No. 14,171

Crystal Tower – 30th floor

Vila Gertrudes, City of São Paulo, State of São Paulo

Brazil 04795-100

Facsimile No.: 55-11-2145-2037

Email: financial.operations@nextel.com.br

with a copy to:

NII Holdings, Inc.

1875 Explorer Street

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +703 390 7170

By:/s/ Americo Rodrigues de Figueiredo        Name: Americo Rodrigues de Figueiredo
Title: Director

By:/s/ Sultana Shamim Khan        Name: Sultana Shamim Khan
Title: Director

6

ASIA 20422879 (2K)

The Guarantors:

NEXTEL TELECOMUNICAÇÕES DE LONGA DISTÂNCIA LTDA.

NEXTEL TELECOMUNICAÇÕES SMP LTDA.

SUNBIRD PARTICIPAÇÕES LTDA.

SUNBIRD TELECOMUNICAÇÕES LTDA.

Notice Address for all Guarantors under the Non-Sinosure Credit Agreement:    

Avenida das Nações Unidas No. 14,171

Crystal Tower – 30th floor

Vila Gertrudes, City of São Paulo, State of São Paulo

Brazil 04795-100

Facsimile No.: 55-11-2145-2037

Email: financial.operations@nextel.com.br

with a copy to:

NII Holdings, Inc.

1875 Explorer Street

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +703 390 7170

On behalf of the Guarantors

By:/s/ Americo Rodrigues de Figueiredo        Name: Americo Rodrigues de Figueiredo
Title: Director

By:/s/ Sultana Shamim Khan        Name: Sultana Shamim Khan
Title: Director

7

ASIA 20422879 (2K)

CHINA DEVELOPMENT BANK CORPORATION, as Lender

Notice Address:    

Address:     14^th Floor, CITIC Tower

No. 1093 Shennan Zhong Road

Shenzhen 518031, P.R. China        
Attention:    Che Nan
Telephone No.:    +86 (755) 2594 2783
Facsimile No.:    +86 (755) 2598 7725    

By:/s/ Liu Wensheng        Name: Liu Wensheng
Title: Deputy General Manager of Shenzhen Branch

8

ASIA 20422879 (2K)

CHINA DEVELOPMENT BANK CORPORATION, as Administrative Agent

Notice Address:    

Address:     14^th Floor, CITIC Tower

No. 1093 Shennan Zhong Road

Shenzhen 518031, P.R. China        
Attention:    Che Nan
Telephone No.:    +86 (755) 2594 2783
Facsimile No.:    +86 (755) 2598 7725    

By:/s/ Liu Wensheng        Name: Liu Wensheng
Title: Deputy General Manager of Shenzhen Branch

9

ASIA 20422879 (2K)

CHINA DEVELOPMENT BANK CORPORATION, as Arranger

Notice Address:    

Address:     14^th Floor, CITIC Tower

No. 1093 Shennan Zhong Road

Shenzhen 518031, P.R. China        
Attention:    Che Nan
Telephone No.:    +86 (755) 2594 2783
Facsimile No.:    +86 (755) 2598 7725    

By:/s/ Liu Wensheng        Name: Liu Wensheng
Title: Deputy General Manager of Shenzhen Branch

10

ASIA 20422879 (2K)

WITNESSES

By:/s/ Che Nan        Name: Che Nan

ID: Deputy Director, Shenzhen Branch

By:/s/ Wang Yinan        Name: Wang Yinan

ID: Client Manager, Shenzhen Branch

11

ASIA 20422879 (2K)

12

ASIA 20422879 (2K)

Annex 1

Amendments to the Non-Sinosure Credit Agreement

Amendments to Appendix A of the Non-Sinosure Credit Agreement

The following definitions shall be added in the appropriate alphabetical positions in the Non-Sinosure Credit Agreement:

“Account Bank” shall mean each bank with which a Revenue Collection Account is opened and maintained.

“Amendment No. 2” shall mean the Amendment Agreement No. 2 dated as of 5 December 2014 entered into among the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger.

“Amendment No. 2 Closing Date” shall mean the date on which:

the Amendment No. 2 Effective Date has occurred;

the Borrower Accounts Pledge has been executed and delivered;

the Borrower has prepaid the Loans in an amount not less than the Required Prepayment Amount; and

solely in respect of the Sinosure Credit Agreement, the Borrower has paid to Sinosure all additional fees and premiums required by Sinosure to be paid for the purposes of the Borrower entering into the Amendment No.2,

provided that no Event of Default has occurred and is continuing on such date and provided further that such date shall have occurred on or prior to the earlier of (I) five (5) Business Days after the Parent Restructuring Effective Date and (II) September 30, 2015.

“Amendment No. 2 Effective Date” shall have the meaning given to it as the Effective Date in the Amendment No. 2.

“Amendment to the Parent Guaranty” shall mean the amendment to the Parent Guaranty dated as of the date of the Amendment No. 2. being 5 December 2014 and entered into among the Parent and the Administrative Agent (for the benefit of the Financing Parties) substantially in the form of Exhibit A hereto.

“Borrower Accounts Pledge” shall mean each fiduciary assignment guarantee over the Revenue Collection Accounts, entered between the Borrower, the Lender, the relevant Account Bank and the Security Agent substantially in the form of Exhibit B hereto.

“BRL” shall mean the lawful currency of Brazil.

“Chapter 11 Cases” shall mean the cases commenced on September 15, 2014 or thereafter by the Parent and certain of its affiliates under chapter 11 of title 11 of the United States

.

ASIA 20422879 (2K) 30

Code styled In re NII Holdings, Inc., et al., No. 14-12611 (SCC) in the United States Bankruptcy Court for the Southern District of New York.

“Cut-off Date” shall mean June 27, 2014.

“Excluded Revenue Collection Accounts” shall mean such revenue collection accounts of the Borrower which are subject to, or will be subject to Liens created in favor of a Person other than the Lender, the details of which are provided to the Administrative Agent on or prior to the date of the Amendment No. 2 as set forth in Exhibit C hereto.

“Other Amendment Terms” shall mean the material terms set forth in Exhibit Dhereof pursuant to any restructuring or amendment which the Borrower or any of its Subsidiaries will enter into with providers of Indebtedness to the Borrower or its Subsidiaries (other than in relation to the Financing Documents), as updated from time to time by the Borrower.

“Other Amendment Terms Summary” shall mean a summary of the Other Amendment Terms.

“Parent Change of Control” shall mean:

(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended), but excluding any employee benefit plan of such “person” or its subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan) becomes the beneficial owner, directly or indirectly, of 35% or more of the voting stock of the Parent or Successor Guarantor on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right to the extent that such option right is exercisable within 60 days after the date of determination); or

(b)    a majority of the members of the board of directors of the Parent or Successor Guarantor are not Continuing Directors;

provided that “Parent Change of Control” shall not include the Parent Restructuring Plan and the Parent Restructuring Plan shall be deemed not to result in a Parent Change of Control.

“Parent Guaranty Amendment Effective Date” shall have the meaning given to it in the Amendment to the Parent Guaranty.

“Parent Restructuring” shall mean the balance sheet restructuring of the Parent and certain of the Parent’s Subsidiaries in the Chapter 11 Cases.

“Parent Restructuring Effective Date” shall mean the date on which the Parent Restructuring Plan becomes effective.

“Parent Restructuring Plan” shall mean the plan in respect of the Parent confirmed under 11 U.S.C. § 1129 in the Chapter 11 Cases, pursuant to which, together with the chapter 11 plans of applicable affiliates, the US$4,350,000,000 notes issued by NII Capital Corp. and/or NII International Telecom S.C.A. are restructured or compromised, including, without limitation,

.

ASIA 20422879 (2K) 30

through the full or partial conversion of such notes into equity shares of the Parent and/or its Affiliates.

“Permitted Indebtedness” shall mean:

any Indebtedness permitted under the Financing Documents and which is incurred prior to the execution date of the Amendment No. 2;

Indebtedness arising under any Permitted Sale Leaseback Transaction;

any Subordinated Restricted Intercompany Indebtedness;

any other Indebtedness fully subordinated in right of payment and upon insolvency of the Borrower to the Lender, and under which no payment (including principal, interest or any other form of payment), prepayment or repayment may be made before the unconditional and irrevocable payment in full of all amounts under the Financing Documents;

Indebtedness incurred in connection with the ordinary course of business of the Borrower, provided that the aggregate outstanding amount of such Indebtedness at any time shall not exceed US$50,000,000 (or its equivalent in BRL));

Indebtedness incurred for the purpose of refinancing Indebtedness of the Borrower existing on the date of the Amendment No. 2 (without any increase in the principal amount thereof or any shortening of the average maturity of any principal amount thereof in comparison with the average maturity of the Indebtedness being refinanced); and

the amount of any liability in respect of any guaranty for any of the items referred to in paragraphs (a) to (f) above.

“Principal Payment Dates” shall mean, collectively, (i) prior to the occurrence of the Amendment No. 2 Closing Date, the first Interest Payment Date immediately following the expiry of the Availability Period and thereafter, each next succeeding Interest Payment Date, and (ii) upon the occurrence of the Amendment No. 2 Closing Date, on each date set forth below which follows the Amendment No. 2 Closing Date:

.

ASIA 20422879 (2K) 30

Principal Payment Date

August 15, 2015

February 15, 2016

August 15, 2016

February 15, 2017

August 15, 2017

February 15, 2018

August 15, 2018

February 15, 2019

August 15, 2019

February 15, 2020

August 15, 2020

February 15, 2021

August 15, 2021

December 27, 2021

provided that the last Principal Payment Date shall be the Loan Maturity Date.

“Required Prepayment Amount” shall mean an amount equal to seventeen percent (17%) of the Loans outstanding on the Cut-off Date.

“Required Revenue Collection Inflow” shall mean an aggregate cash inflow of no less than BRL200,000,000 during each six month period ending on the last day of each fiscal quarter of the Borrower, provided that only cash inflows resulting from collections that are identified as service (including any pre-paid services) and handset revenues for accounting purposes of the Borrower shall be included in the calculation of the Required Revenue Collection Inflow.

“Revenue Collection Accounts” shall mean certain revenue collection accounts of the Borrower subject to the Liens created pursuant to the Borrower Accounts Pledges, the details of which are set out more fully in the Borrower Accounts Pledges.

“Successor Guarantor” shall mean the entity which (i) becomes, or is deemed as, the legal successor of the Parent as a result of, or pursuant to, the Parent Restructuring Plan or the order of the applicable Governmental Authority in the Chapter 11 Cases confirming the Parent Restructuring Plan, but not by reason of sale (even if pursuant to the Parent Restructuring Plan or such order), and only if such succession or deemed succession shall not have occurred before the Parent Restructuring Effective Date (unless preceded by the unconditional and irrevocable repayment in full of the Guaranteed Obligations (as such term is defined in the Parent Guaranty)), and (ii) has undertaken, as of the Parent Restructuring Effective Date, the Parent’s obligations under the Shareholder Undertaking, the Subordination Agreements and the Parent Guaranty, as amended pursuant to the Amendment to the Parent Guaranty.

The following definitions shall be amended to read in its entirety as follows:

“Change of Control” shall mean:

a Parent Change of Control;

.

ASIA 20422879 (2K) 30

the Borrower ceases, directly or indirectly, to control any of the Guarantors;

Nextel Telecomunicações S.A. and McCaw International (Brazil), LLC cease to respectively own 61.86% and 38.14% of the entire issued and outstanding share capital of the Borrower; or

the Parent or the Successor Guarantor ceases, directly or indirectly, to control the Borrower,

for purposes of this definition, “control” shall mean, with respect to a Person, (i) the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise, and (ii) the ownership (directly or indirectly) of 51% of the entire issued and outstanding share capital of such Person.

“Financing Documents” shall mean, collectively, this Agreement, the Amendment No. 1., the Amendment No. 2., the Parent Guaranty, the Amendment to the Parent Guaranty, any Subordination Agreement, the Shareholder Undertaking, the Security Documents, the Fee Letter, each Notice of Borrowing and after the execution and delivery thereof pursuant to the terms of this Agreement, each Note and any other document designated from time to time as such and as agreed by the Borrower and the Administrative Agent.

“Loan Maturity Date” shall mean (i) prior to the occurrence of the Amendment No. 2 Closing Date, the date falling ten (10) years from the earlier of (x) the Closing Date and (y) June 30, 2012, except that if such date is not a Business Day, then the Loan Maturity Date shall be the Business Day immediately preceding the date falling ten (10) years from such date, or (ii) upon the occurrence of the Amendment No. 2 Closing Date, December 27, 2021.

“Parent Guaranty” shall mean the guaranty agreement dated as of September 25, 2013, entered into among the Parent, the Administrative Agent and the Sinosure Administrative Agent, for the benefit of the Financing Parties, as amended from time to time.

“Security Documents” shall mean the Borrower Accounts Pledges, the Fiduciary Assignment and any other document designated as a Security Document by the Financing Parties and the Borrower (acting reasonably).

“Waiver Period” shall mean the period commencing on the effective date of the Amendment No. 1 and ending on June 30, 2017 (inclusive).

Amendments to Section 5 (Covenants) of the Non-Sinosure Credit Agreement

Paragraph (d) of Section 5.1 (Financial Statements and Other Information) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(d)    Financial Ratio. Together with each set of financial statements delivered pursuant to Section 5.1(a) or 5.1(b) above, (i) a detailed calculation of the financial ratios set forth in Section 5.22 (Financial Ratios) as tested as of the Calculation Date immediately falling prior to the delivery of such financial statements for the period of twelve (12) months ending on such Calculation Date, certified by the chief financial officer, treasurer or financial controller of the Borrower; and (ii) a Compliance Certificate, provided that, during the Waiver Period only, the Borrower shall not be required to deliver a Compliance Certificate, provided further that, the Borrower shall not, during the period from June 30, 2015 to the Amendment No.2 Closing Date, deliver any Compliance Certificate in respect of the twelve months period ending on June 30, 2015 for purposes of effecting a release of the liabilities of the Parent Guarantor under the Parent Guaranty pursuant to Section 20 (Release of Liability of Parent Guarantor) of the Parent Guaranty. For the avoidance of doubt, any calculation of financial ratios provided on or prior to the last day of the Waiver Period shall be provided for the Lender’s information purposes only.”

A new paragraph (m) of Section 5.1 (Financial Statements and Other Information) of the Non-Sinosure Credit Agreement shall added to read in its entirety as follows:

“(m)    Restructuring and Other Amendment Terms.

(i)    As soon as available, any updates to the Other Amendment Terms Summary and the Other Amendment Terms; and

(ii)    such information with respect to the Parent Restructuring (including with respect to its process and status) as the Administrative Agent may request from time to time (acting reasonably).”

Section 5.22 (Financial Ratio) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“The Borrower shall:

(a)    maintain (i) a Net Debt to Consolidated EBITDA ratio of no greater than 2.5 to 1.0, (ii) a Net Debt to Total Net Worth ratio of no greater than 2.0 to 1.0, and (iii) a Consolidated EBITDA to Consolidated Interest Expense ratio of no less than 3.0 to 1.0., in each case, as tested as of each Calculation Date falling after the last day of the Waiver Period for the period of twelve (12) months ending on such Calculation Date; and

(b)     ensure that, as of the date after the last day of the Waiver Period, the amount of the Consolidated Cash Balance shall be (i) no less than US$100,000,000 as tested as of each Calculation Date falling in the period when the sum of the outstanding principal amount of all the Loans is more than US$100,000,000, and (ii) no less than the then outstanding principal amount of all the Loans as tested as of each Calculation Date falling after the sum of the outstanding principal amount of all the Loans falls below US$100,000,000.”

Section 5.25 (Incremental Indebtedness and Subordinated Restricted Intercompany Indebtedness) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“5.25 Incremental Indebtedness and Subordinated Restricted Intercompany Indebtedness.

During the Waiver Period, the Borrower shall not, and shall not permit any of the Guarantors to, directly or indirectly, contract, create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness.

After the last day of the Waiver Period, the Borrower shall not, and shall not permit any of the Guarantors to, directly or indirectly, contract, create, incur, assume or suffer to exist any Indebtedness (other than the Indebtedness under the Financing Documents), unless (i) no Default or Event of Default then exists or would result therefrom; and (ii) the Borrower has complied and after the incurrence thereof on a pro forma basis, is in compliance with Section 5.22 (Financial Ratio) as tested on the Calculation Date immediately preceding the proposed date of such incurrence.

No Obligor nor its Subsidiaries, shall pay, or cause to be paid, any Subordinated Restricted Intercompany Indebtedness without the prior written consent of the Administrative Agent and the Sinosure Administrative Agent.”

A new Section 5.32 (Borrower Accounts Pledge) of the Non-Sinosure Credit Agreement shall added to read in its entirety as follows:

“5.32    Borrower Accounts Pledge.

The Borrower shall:

within fifteen (15) days after each fiscal quarter of the Borrower occurring after the date of a Borrower Accounts Pledge, deliver to the Administrative Agent a statement from each relevant Account Bank setting out the details of the aggregate cash inflow of all Revenue Collection Accounts, together with an Officer’s Certificate of the Borrower (i) calculating the aggregate amount of revenue flow of all Revenue Collection Accounts represented by such account statements and (ii) certifying that the Account Bank statements are true and complete and represent the calculations (in reasonable detail) of the aggregate cash inflow of all Revenue Collection Accounts, in each case, in respect of the three-month period ending on the last day of such fiscal quarter;

within forty-five (45) days after each fiscal quarter of the Borrower occurring after the date of a Borrower Accounts Pledge, deliver to the Administrative Agent the electronic documentation in portable document format – pdf, supporting all calculations delivered pursuant to paragraph (a) above; and

if the certification delivered pursuant to paragraph (a) above provides that the aggregate cash inflow of all Revenue Collection Accounts is less than the Required Revenue Collection Inflow, promptly, and in any case within forty (40) days of the delivery of such certification referred to in paragraph (a) above, procure that additional revenue collection accounts (other than the Excluded Revenue Collection Accounts) not already subject to a Lien created by the Borrower Accounts Pledges are fiduciarily assigned in favor of the Security Agent pursuant to the terms of a Borrower Accounts Pledge, provided that if all existing revenue collection accounts of the Borrower (other than the Excluded Revenue Collection Accounts) are already subject to a Lien created by the Borrower Accounts Pledges, the Borrower shall not be required to fiduciarily assign additional revenue collection accounts pursuant to this paragraph (c).”

Amendments to Section 6 (Payment Provisions; Fees) of the Non-Sinosure Credit Agreement

Section 6.1 (Repayment of Principal) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)    Prior to the occurrence of the Amendment No. 2 Closing Date, the Borrower shall repay the aggregate principal amount of the Loans outstanding on each Principal Payment Date in fifteen (15) equal semi-annual instalments commencing on the first Interest Payment following the expiry of the Availability Period.

(b)    Upon the occurrence of the Amendment No. 2 Closing Date:

the Borrower shall repay the aggregate principal amount of the Loans outstanding on each Principal Payment Date in the amounts (expressed as a percentage of the aggregate Loans outstanding as of the Cut-off Date) as set out below:

Principal Payment Date	Amount Due (expressed as a percentage of the aggregate Loans outstanding as of the Cut-off Date)
August 15, 2015	0.28%
February 15, 2016	0.28%
August 15, 2016	0.28%
February 15, 2017	0.28%
August 15, 2017	8.19%
February 15, 2018	8.19%
August 15, 2018	8.19%
February 15, 2019	8.19%
August 15, 2019	8.19%
February 15, 2020	8.19%
August 15, 2020	8.19%
February 15, 2021	8.19%
August 15, 2021	8.19%
December 27, 2021	8.17%

any amounts repaid or prepaid by the Borrower on and from the Cut-off Date and prior to the occurrence of the Amendment No. 2 Closing Date shall be applied in the following order of priority:

1.first, towards repayment of the principal amount of the Loans on each Principal Payment Date occurring on and from the Cut-off Date and prior to the Amendment No. 2 Closing Date in accordance with paragraph (b)(i) above in chronological order;

2.second, towards prepayment of the Required Prepayment Amount; and

3.third, towards the repayment of the principal amount of the Loans outstanding in accordance with paragraph (b)(i) above on each Principal Payment Date occurring after the Amendment No.2 Closing Date in chronological order. ”

Amendments to Section 7 (Events of Default and Remedies) of the Non-Sinosure Credit Agreement

New paragraphs of Section 7.1 (Events of Default) of the Non-Sinosure Credit Agreement shall be added to read in its entirety as follows:

“(s) Borrower Accounts Pledges. The Borrower shall fail to (A) execute and deliver the Borrower Accounts Pledges to the Security Agent, which shall contain, inter alia, (i) fiduciary assignments in relation to the Revenue Collection Accounts; and (ii) powers of attorney in favor of the Lender and the Security Agent authorizing them before the Account Banks to, upon occurrence of an Event of Default, prevent any withdrawals from the Revenue Collection Accounts by the Borrower and, upon occurrence of a Non-Payment Event of Default, apply all amounts in the Revenue Collection Accounts against any overdue principal and/or interest under the Financing Documents, and (B) perfect the Liens created or intended to be created under or evidenced by the Borrower Accounts Pledges, in each case of (A) and (B), by February 28, 2015.

(t)     Parent Restructuring Plan. Upon confirmation of the Parent Restructuring Plan, either of the Parent Restructuring Plan or the order confirming it shall fail to provide in form and substance reasonably acceptable to the Administrative Agent for the terms and obligations of the Parent Guaranty, the Shareholder Undertaking and the Subordination Agreements to be undertaken by the Parent or a Successor Guarantor.

(u)    Revenue Collection Accounts. The Borrower shall fail to procure that additional revenue collection accounts (other than the Excluded Revenue Collection Accounts) are pledged or fiduciarily assigned (at the discretion of the Lender) in favour of the Security Agent in accordance with the terms of and within the time stipulated in paragraph (d) of Section 5.32 (Borrower Accounts Pledges).

(v) Amendment to the Parent Guaranty. The Amendment to the Parent Guaranty is not authorized or approved by the appropriate Governmental Authority in the Chapter 11 Cases or otherwise does not take full force and effect in accordance with the terms thereof, on the earlier of (i) the Amendment No. 2 Closing Date and (ii) September 30, 2015.

(w) Claims in the Chapter 11 Cases. The claims of the Administrative Agent and the Financing Parties for the Guaranteed Obligations (as such term is defined in the Parent Guaranty) in the Chapter 11 Cases shall for any reason be disallowed, avoided, nullified or subordinated, or any liability under the Parent Guaranty shall be released or discharged for any reason (including under Section 20 of the Parent Guaranty) other than due to (i) any affirmative act of the Administrative Agent or the Lender, (ii) the failure of the Administrative Agent or Lender to file a proof of claim in the Chapter 11 Cases in respect of any such claim (only if the filing thereof is otherwise required pursuant to an order of the relevant Governmental Authority in the Chapter 11 Cases or pursuant to the applicable Bankruptcy Law to preserve such claim) or defend any such claim against any objection thereto, or (iii) the unconditional and irrevocable repayment in full of the Guaranteed Obligations (as such term is defined in the Parent Guaranty), provided that there shall not be an Event of Default under this Section 7.1(w) (a) in the event such claims are reinstated pursuant to the Parent Restructuring Plan, or (b) so long as such claims are so reinstated, as a result of any action that is appropriate to administer and maintain the claims register in the Chapter 11 Cases.

(x) Delivery of the Compliance Certificates. The Borrower delivers the Compliance Certificates pursuant to Section 5.1 (Financial Statements and Other Information) in respect of the twelve (12) months period ending on June 30, 2015 confirming that it is in compliance with the financial ratios set out in the Non-Sinosure Credit Agreement.

(y) Shareholder Undertaking, Subordination Agreements. The Shareholder Undertaking or any Subordination Agreement shall fail to be reinstated by the appropriate Governmental Authority in the Chapter 11 Cases or the claim of the Administrative Agent and the Financing Parties under the Shareholder Undertaking or Subordination Agreements shall for any reason be disallowed, avoided, nullified or subordinated, or any liability under the Shareholder Undertaking or Subordination Agreements shall be released or discharged for any reason other than due to (i) any affirmative act of the Administrative Agent or the Lender, (ii) the failure of the Administrative Agent or Lender to file a proof of claim in the Chapter 11 Cases in respect of any such claim (only if the filing thereof is otherwise required pursuant to an order of the relevant Governmental Authority in the Chapter 11 Cases or pursuant to the applicable Bankruptcy Law to preserve such claim) or defend any such claim against any objection thereto, or (iii) the unconditional and irrevocable repayment in full of the Loans, provided that there shall not be an Event of Default under this Section 7.1(y) (a) in the event such claims are reinstated pursuant to the Parent Restructuring Plan, or (b) so long as such claims are so reinstated, as a result of any action that is appropriate to administer and maintain the claims register in the Chapter 11 Cases.

Amendments to Section 9.2 (Bankruptcy) of the Non-Sinosure Credit Agreement

Section 9.2 (Bankruptcy) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“Additionally, the Guarantors unconditionally and irrevocably, jointly and severally, guarantee the payment of any and all of the Guaranteed Obligations to the Financing Parties whether or not due or payable by the Borrower upon the occurrence of any of the events specified in Sections 7.1(e), 7.1(g) and 7.1(h), and irrevocably and unconditionally promise to pay such Guaranteed Obligations to the Financing Parties upon such occurrence.”

Amendments to Section 10.13 (Assignments, Participations, etc.) of the Non-Sinosure Credit Agreement

Paragraph (a) of Section 10.13 (Assignments, Participations, etc.) of the Non-Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)    Subject to Section 10.13(b) below, any Lender may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld or delayed or conditioned, however, it will not be considered unreasonable for the Borrower to withhold consent if any such assignment could have the effect of increasing the Borrower’s or any Guarantor’s costs under the Financing Documents, due to new or increased Taxes, or otherwise), at any time assign all or any part of its Loan Commitments or Loans and the other rights and obligations of such Lender hereunder and under the other Financing Documents, to another bank or financial institution, provided that no consent of the Borrower shall be required for any assignment by a Lender of all or any part of its Loan Commitments or Loans and other rights and obligations after the occurrence of the Amendment No. 2. Closing Date. Any partial assignment of Loan Commitments or Loans under this Section 10.13(a) shall not be less than US$10,000,000 or any integral multiple of US$5,000,000 in excess thereof.”

Exhibit A

Form of Amendment to the Parent Guaranty

Exhibit B

Form of Borrower Accounts Pledge

Exhibit C

Excluded Revenue Collection Accounts

BANCO DO BRASIL S/A

Branch: 3070

Account: 5567-0
Address: Av. Paulista, 2163 – 2º Andar - São Paulo – SP - CEP 01310-200

Phone: 55 11 2128-7314

CAIXA ECONOMICA FEDERAL 

Branch: 3150

Account: 180-4

Address: Av. Elias Alves da Costa, 485 – Centro – Vargem Grande Paulista – SP - 06730-000 

Phone: 55 11 2802-7500

Exhibit D

Other Amendment Terms

.

ASIA 20422879 (2K) 30

EX-99.14

EXECUTION VERSION

Exhibit 99.14

________________________________________________________________________

AMENDMENT AGREEMENT NO. 2

Among

NEXTEL TELECOMUNICAÇÕES LTDA.

as Borrower under the Sinosure Credit Agreement

THE GUARANTORS SIGNATORIES HERETO

as Guarantors under the Sinosure Credit Agreement

CHINA DEVELOPMENT BANK CORPORATION

as Lender, Administrative Agent and Arranger under the Sinosure Credit Agreement

Dated as of December 19, 2014

________________________________________________________________________

ASIA 20422880 (2K)

Table of Contents

Page

SECTION 1.DEFINITIONS AND RULES OF INTERPRETATION.

1.Defined Terms

2.Rules of Interpretation

SECTION 2.AMENDMENTS TO THE SINOSURE CREDIT AGREEMENT.

SECTION 3.ACKNOWLEDGMENT.

SECTION 4.EFFECTIVENESS AND TERMINATION.

SECTION 5.CONDITIONS PRECEDENT.

1.Legal Opinions

2.Charter Documents

3.Other Amendment Terms Summary.

4.Sinosure Consent Letter

SECTION 6.TRANSLATION AND REGISTRATION

SECTION 7.REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

SECTION 8.NO WAIVER.

SECTION 9.NO NOVATION.

SECTION 10.MISCELLANEOUS.

1.Amendments to Appendix A of the Sinosure Credit Agreement

2.Amendments to Section 5 (Covenants) of the Sinosure Credit Agreement

3.Amendments to Section 6 (Payment Provisions; Fees) of the Sinosure Credit Agreement

4.Amendments to Section 7 (Events of Default and Remedies) of the Sinosure Credit Agreement

5.Amendments to Section 9.2 (Bankruptcy) of the Sinosure Credit Agreement

6.Amendments to Section 10.13 (Assignments, Participations, etc.) of the Sinosure Credit Agreement

EXHIBIT A    FORM OF AMENDMENT TO THE PARENT GUARANTY

EXHIBIT B    FORM OF BORROWER ACCOUNTS PLEDGE

2

ASIA 20422880 (2K)

EXHIBIT C    EXCLUDED REVENUE COLLECTION ACCOUNTS

EXHIBIT D    OTHER AMENDMENT TERMS

3

ASIA 20422880 (2K)

AMENDMENT AGREEMENT NO. 2 (this “Amendment”), dated as of December 19, 2014, among (i) NEXTEL TELECOMUNICAÇÕES LTDA., a limited liability company (sociedade limitada)organized and existing under the laws of Brazil in its capacity as borrower (the “Borrower”) under the Sinosure Credit Agreement (as defined below), (ii) the persons listed as guarantors on the signature pages hereto in their capacities as guarantors (the “Guarantors”) under the Sinosure Credit Agreement and (iii) CHINA DEVELOPMENT BANK CORPORATION as lender (in such capacity, the “Lender”), administrative agent (in such capacity, the “Administrative Agent”) and arranger (in such capacity, the “Arranger”) under the Sinosure Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger are parties to a US$250,000,000 credit agreement dated as of April 20, 2012, as amended on September 25, 2013, and as further amended and waived from time to time, which is supported by the Sinosure Insurance (the “Sinosure Credit Agreement”);

WHEREAS, the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger are parties to a US$250,000,000 credit agreement dated as of April 20, 2012, as amended on September 25, 2013, and as further amended and waived from time to time, which is not supported by the Sinosure Insurance (the “Non-Sinosure Credit Agreement”, together with the Sinosure Credit Agreement, the “Credit Agreements”);

WHEREAS, the Borrower has notified the Administrative Agent and has requested that the Lender agree to amend certain terms and conditions of the Sinosure Credit Agreement to facilitate the balance sheet restructuring of NII Holdings, Inc. (the “Parent”) and certain of the Parent’s affiliates pursuant to which the US$4,350,000,000 notes issued by NII Capital Corp. and/or NII International Telecom S.C.A. will be restructured;

WHEREAS, the Parent and such affiliates have commenced the Chapter 11 Cases, and other affiliates may, from time to time thereafter, commence cases under chapter 11 of title 11 of the United States Code; and

WHEREAS, it is anticipated that the Parent Restructuring Plan and the order confirming it will provide that the Parent’s obligations under (i) the Shareholder Undertaking, (ii) the Subordination Agreements and (iii) the Parent Guaranty, amended as set forth in the Amendment to the Parent Guaranty, will not be discharged, but will instead continue in full force and effect, binding the Parent or a Successor Guarantor, as of the Parent Restructuring Effective Date;

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, the parties hereto agree as follows:

4

ASIA 20422880 (2K)

DEFINITIONS AND RULES OF INTERPRETATION.

Defined Terms

Except as otherwise expressly provided herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in Appendix A (Defined Terms and Rules of Interpretation) of the Sinosure Credit Agreement, as amended by Amendment No. 1 and as amended hereby.

Rules of Interpretation

The rules of interpretation set forth in Appendix A (Defined Terms and Rules of Interpretation) of the Sinosure Credit Agreement shall apply to this Amendment, mutatis mutandis.

AMENDMENTS TO THE SINOSURE CREDIT AGREEMENT.

On the Effective Date (as defined below), the terms and conditions of the Sinosure Credit Agreement shall be amended as set forth in Annex 1 hereto.

ACKNOWLEDGMENT.

Each Party to this Amendment hereby acknowledges and agrees that the terms and conditions of each of the Financing Documents in effect as of the date hereof shall continue in full force and effect unchanged except as amended and supplemented hereby or as otherwise set forth herein.

EFFECTIVENESS AND TERMINATION.

Notwithstanding anything in this Amendment to the contrary, this Amendment shall become effective on the date on which (i) this Amendment has been executed by all parties hereto and (ii) each of the conditions precedent set forth in Section 5 (Conditions Precedent) shall have been fulfilled in a manner reasonably satisfactory to the Administrative Agent or have been waived in writing by the Administrative Agent, in its sole discretion (the “Effective Date”).

In the event the formal documentation entered into by the Borrower (or any of its subsidiaries, as applicable) in connection with the Other Amendments Terms is different from those set forth in the Other Amendment Terms Summary and such differences are, in the reasonable opinion of the Lender, materially adverse to the Lender, the Administrative Agent shall, as instructed by the Lender in its sole discretion, be entitled to terminate this Amendment and all amendments contemplated herein shall be void ab initio.

CONDITIONS PRECEDENT.

On or prior to the Effective Date, the Administrative Agent shall have received the following, each of which shall be in form and substance satisfactory to the Administrative Agent (acting on the instructions of all Lenders):

Legal Opinions

The Administrative Agent shall have received a copy of the following legal opinions, which legal opinions shall be dated as of the Effective Date and addressed to each Financing Party:

the legal opinion of White & Case LLP, New York counsel to the Administrative Agent and the Lenders, as to matters of enforceability of this Amendment under New York law;

the legal opinion of Dias Carneiro, Arystóbulo, Flores, Sanches e Thomaz Bastos Advogados, Brazilian counsel to the Administrative Agent and the Lenders, as to matters of due incorporation, due authorization of the execution, delivery, and performance of this Amendment with respect to the Borrower and each Brazilian Guarantor; and

the legal opinion of Morris James LLP, Delaware counsel to the Administrative Agent and the Lenders, as to matters of execution and delivery of the Amendment to the Parent Guaranty.

Charter Documents

The Administrative Agent shall have received the following documents, dated as of the Effective Date, each certified as indicated below:

the Officer’s Certificate of the Borrower certifying that attached thereto is a true and complete copy of the resolutions duly adopted by the board of directors (or other equivalent body) of the Borrower duly registered with São Paulo’s Board of Commerce (Junta Comercial do Estado de São Paulo): (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, delivery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment and any documents to be delivered by the Borrower under this Amendment and dispatch all documents and notices to be signed and/or dispatched by the Borrower under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and

the Officer’s Certificate of each Guarantor certifying that attached thereto is a true and complete copy of the resolutions duly adopted by the board of directors (or other equivalent body) of such Guarantor duly registered with the relevant Board of Commerce (Junta Comercial): (A) approving the transactions contemplated by this Amendment; (B) authorizing the execution, delivery and performance of this Amendment; and (C) authorizing a named person or persons to execute this Amendment and any documents to be delivered by the Guarantor under this Amendment and dispatch all documents and notices to be signed and/or dispatched by the Guarantor under or in connection with this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect.

Other Amendment Terms Summary

The Administrative Agent shall have received an Officer’s Certificate of the Borrower certifying that attached thereto is a true and complete copy of the Other Amendment Terms Summary, as such may be updated from time to time prior to the date of execution of this Amendment.

Sinosure Consent Letter

The Administrative Agent shall have received written consent from Sinosure for the execution and delivery of this Amendment by the Borrower, on the terms as contemplated in this Amendment.

TRANSLATION AND REGISTRATION.

The Borrower shall deliver an original of this Amendment (A) sworn translated into Portuguese by a sworn translator registered with the Board of Commerce (Junta Comercial) and (B) registered with the Registry of Titles and Deeds (Cartório de Registro de Títulos e Documentos) of the city in which the Borrower and each of the Brazilian Guarantors is headquartered, on or prior to the date falling thirty (30) days after the date on which the Administrative Agent has provided to the Borrower an original of this Amendment duly notarized and legalized with the competent Brazilian consulate in China.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

The Borrower and each Guarantor (as applicable) confirms to the Administrative Agent that the Repeating Representations and the representation made under Section 4.20 (Ranking) of the Sinosure Credit Agreement are true and correct on and as of the Effective Date as if made on and as of such date and as if the references to “this Agreement” in that section were references to the Sinosure Credit Agreement as amended by this Amendment.

Each Guarantor agrees to the amendments contemplated by this Amendment and confirms that its obligations under the Financing Documents to which it is a party will not be released or diminished by the amendments or waivers contemplated herein.

Upon receipt of the corresponding invoice by the appropriate party, the Borrower shall promptly, in any event within ten (10) Business Days, pay or arrange for the payment of (i) an amendment fee equal to US$12,500, and (ii) all reasonable and documented costs and expenses incurred by any Financing Party (including Attorney Costs) in connection with the preparation, issuance, delivery, filing, recording and administration of this Amendment and the Parent Restructuring and any other documents which may be delivered in connection herewith or therewith. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in Brazil, the United States or China in connection with the execution, delivery, filing and recording of this Amendment or any other Financing Document, or any other document which may be delivered in connection with this Amendment, and agrees to save the Financing Parties harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

The Borrower shall, within the earlier to occur of (i) the date falling ten (10) Business Days after the Amendment No. 2 Closing Date and (ii) the Interest Payment Date or Principal Payment Date immediately following the Amendment No. 2 Closing Date, deliver to the Administrative Agent evidence satisfactory to it that (A) the ROF registered by the Borrower with the Central Bank for purposes of Section 3.1(m) (Foreign Exchange Registration) of the Sinosure Credit Agreement has been cancelled (baixada) and (B) the aggregate Loans outstanding as of the Amendment No. 2 Closing Date, and the relevant fees, expenses and commissions expressly referred to in the Financing Documents, as applicable, are registered within a new ROF with the Central Bank.

Each Guarantor expressly waives any benefit it may have under Sections 363 to 366, 821, 827, 829, 830, 834, 835, 837, 838 and 839 of the Brazilian Law 10,406, enacted on 10 January 2002 (Brazilian Civil Code) and Sections 77 I, II and III and 595 of the Brazilian Law 5,869, enacted on 11 January 1973 (Brazilian Civil Procedure Code). No such waiver shall be construed so as to prejudice any right of the Lender under the Sinosure Credit Agreement, which shall be absolute.

NO WAIVER.

Except as expressly provided in this Amendment, each of the Financing Documents shall remain unchanged and in full force and effect, and no provision of this Amendment shall be deemed (i) to be a consent, waiver or modification of any term or condition of the Financing Documents or any of the instruments or documents referred to therein, or (ii) to prejudice any rights or remedies which any Financing Party may have now or in the future under or in connection with any of the Financing Documents.

NO NOVATION.

The execution of this Amendment does not constitute a novation, payment, satisfaction, performance, extinction or fulfillment of any of the obligations under the Sinosure Credit Agreement whatsoever, including its annexes, exhibits and schedules.

MISCELLANEOUS.

Section 10 (Miscellaneous) of the Sinosure Credit Agreement, including but not limited to Section 10.20 (Governing Law; Submission to Jurisdiction; Etc.), shall be incorporated into this Amendment as if set forth in full herein, mutatis mutandis.

*                                   *                                   *

[Remainder of page intentionally left blank.]

5

ASIA 20422880 (2K)

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.

NEXTEL TELECOMUNICAÇÕES LTDA., as Borrower under the Sinosure Credit Agreement

Notice Address:    

Avenida das Nações Unidas No. 14,171

Crystal Tower – 30th floor

Vila Gertrudes, City of São Paulo, State of São Paulo

Brazil 04795-100

Facsimile No.: 55-11-2145-2037

Email: financial.operations@nextel.com.br

with a copy to:

NII Holdings, Inc.

1875 Explorer Street

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +703 390 7170

By:/s/ Americo Rodrigues de Figueiredo        Name: Americo Rodrigues de Figueiredo
Title: Director

By:/s/ Sultana Shamim Khan        Name: Sultana Shamim Khan
Title: Director

6

ASIA 20422880 (2K)

The Guarantors:

NEXTEL TELECOMUNICAÇÕES DE LONGA DISTÂNCIA LTDA.

NEXTEL TELECOMUNICAÇÕES SMP LTDA.

SUNBIRD PARTICIPAÇÕES LTDA.

SUNBIRD TELECOMUNICAÇÕES LTDA.

Notice Address for all Guarantors under the Sinosure Credit Agreement:    

Avenida das Nações Unidas No. 14,171

Crystal Tower – 30th floor

Vila Gertrudes, City of São Paulo, State of São Paulo

Brazil 04795-100

Facsimile No.: 55-11-2145-2037

Email: financial.operations@nextel.com.br

with a copy to:

NII Holdings, Inc.

1875 Explorer Street

Reston, VA 20190

Attention: Chief Commercial Counsel

Facsimile No: +703 390 7170

On behalf of the Guarantors

By:/s/ Americo Rodrigues de Figueiredo        Name: Americo Rodrigues de Figueiredo
Title: Director

By:/s/ Sultana Shamim Khan        Name: Sultana Shamim Khan
Title: Director

7

ASIA 20422880 (2K)

CHINA DEVELOPMENT BANK CORPORATION, as Lender

Notice Address:    

Address:     14th Floor, CITIC Tower

No. 1093 Shennan Zhong Road

Shenzhen 518031, P.R. China        
Attention:    Che Nan
Telephone No.:    +86 (755) 2594 2783
Facsimile No.:    +86 (755) 2598 7725    

By:/s/ Liu Wensheng        Name: Liu Wensheng
Title: Deputy General Manager of Shenzhen Branch

8

ASIA 20422880 (2K)

CHINA DEVELOPMENT BANK CORPORATION, as Administrative Agent

Notice Address:    

Address:     14th Floor, CITIC Tower

No. 1093 Shennan Zhong Road

Shenzhen 518031, P.R. China        
Attention:    Che Nan
Telephone No.:    +86 (755) 2594 2783
Facsimile No.:    +86 (755) 2598 7725    

By:/s/ Liu Wensheng        Name: Liu Wensheng
Title: Deputy General Manager of Shenzhen Branch

9

ASIA 20422880 (2K)

CHINA DEVELOPMENT BANK CORPORATION, as Arranger

Notice Address:    

Address:     14^th Floor, CITIC Tower

No. 1093 Shennan Zhong Road

Shenzhen 518031, P.R. China        
Attention:    Che Nan
Telephone No.:    +86 (755) 2594 2783
Facsimile No.:    +86 (755) 2598 7725    

By:/s/ Liu Wensheng        Name: Liu Wensheng
Title: Deputy General Manager of Shenzhen Branch

10

ASIA 20422880 (2K)

WITNESSES

By:/s/ Che Nan        Name: Che Nan

ID: Deputy Director, Shenzhen Branch

By:/s/ Wang Yinan        Name: Wang Yinan

ID: Client Manager, Shenzhen Branch

11

ASIA 20422880 (2K)

12

ASIA 20422880 (2K)

Annex 1

Amendments to the Sinosure Credit Agreement

Amendments to Appendix A of the Sinosure Credit Agreement

The following definitions shall be added in the appropriate alphabetical positions in the Sinosure Credit Agreement:

“Account Bank” shall mean each bank with which a Revenue Collection Account is opened and maintained.

“Amendment No. 2” shall mean the Amendment Agreement No. 2 dated as of 5 December 2014 entered into among the Borrower, the Guarantors, the Lender, the Administrative Agent and the Arranger.

“Amendment No. 2 Closing Date” shall mean the date on which:

the Amendment No. 2 Effective Date has occurred;

the Borrower Accounts Pledge has been executed and delivered;

the Borrower has prepaid the Loans in an amount not less than the Required Prepayment Amount; and

solely in respect of the Sinosure Credit Agreement, the Borrower has paid to Sinosure all additional fees and premiums required by Sinosure to be paid for the purposes of the Borrower entering into the Amendment No.2,

provided that no Event of Default has occurred and is continuing on such date and provided further that such date shall have occurred on or prior to the earlier of (I) five (5) Business Days after the Parent Restructuring Effective Date and (II) September 30, 2015.

“Amendment No. 2 Effective Date” shall have the meaning given to it as the Effective Date in the Amendment No. 2.

“Amendment to the Parent Guaranty” shall mean the amendment to the Parent Guaranty dated as of the date of the Amendment No. 2. being 5 December 2014 and entered into among the Parent and the Administrative Agent (for the benefit of the Financing Parties) substantially in the form of Exhibit A hereto.

“Borrower Accounts Pledge” shall mean each fiduciary assignment guarantee over the Revenue Collection Accounts, entered between the Borrower, the Lender, the relevant Account Bank and the Security Agent substantially in the form of Exhibit B hereto.

“BRL” shall mean the lawful currency of Brazil.

“Chapter 11 Cases” shall mean the cases commenced on September 15, 2014 or thereafter by the Parent and certain of its affiliates under chapter 11 of title 11 of the United States Code styled In re NII Holdings, Inc., et al., No. 14-12611 (SCC) in the United States Bankruptcy Court for the Southern District of New York.

.

ASIA 20422880 (2K) 30

“Cut-off Date” shall mean June 27, 2014.

“Excluded Revenue Collection Accounts” shall mean such revenue collection accounts of the Borrower which are subject to, or will be subject to, Liens created in favor of a Person other than the Lender, the details of which are provided to the Administrative Agent on or prior to the date of the Amendment No. 2 as set forth in Exhibit C hereto.

“Other Amendment Terms” shall mean the material terms set forth in Exhibit Dhereof pursuant to any restructuring or amendment which the Borrower or any of its Subsidiaries will enter into with providers of Indebtedness to the Borrower or its Subsidiaries (other than in relation to the Financing Documents), as updated from time to time by the Borrower.

“Other Amendment Terms Summary” shall mean a summary of the Other Amendment Terms.

“Parent Change of Control” shall mean:

(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended), but excluding any employee benefit plan of such “person” or its subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan) becomes the beneficial owner, directly or indirectly, of 35% or more of the voting stock of the Parent or Successor Guarantor on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right to the extent that such option right is exercisable within 60 days after the date of determination); or

(b)    a majority of the members of the board of directors of the Parent or Successor Guarantor are not Continuing Directors;

provided that “Parent Change of Control” shall not include the Parent Restructuring Plan and the Parent Restructuring Plan shall be deemed not to result in a Parent Change of Control.

“Parent Guaranty Amendment Effective Date” shall have the meaning given to it in the Amendment to the Parent Guaranty.

“Parent Restructuring” shall mean the balance sheet restructuring of the Parent and certain of the Parent’s Subsidiaries in the Chapter 11 Cases.

“Parent Restructuring Effective Date” shall mean the date on which the Parent Restructuring Plan becomes effective.

“Parent Restructuring Plan” shall mean the plan in respect of the Parent confirmed under 11 U.S.C. § 1129 in the Chapter 11 Cases, pursuant to which, together with the chapter 11 plans of applicable affiliates, the US$4,350,000,000 notes issued by NII Capital Corp. and/or NII International Telecom S.C.A. are restructured or compromised, including, without limitation, through the full or partial conversion of such notes into equity shares of the Parent and/or its Affiliates.

.

ASIA 20422880 (2K) 30

“Permitted Indebtedness” shall mean:

any Indebtedness permitted under the Financing Documents and which is incurred prior to the execution date of the Amendment No. 2;

Indebtedness arising under any Permitted Sale Leaseback Transaction;

any Subordinated Restricted Intercompany Indebtedness;

any other Indebtedness fully subordinated in right of payment and upon insolvency of the Borrower to the Lender, and under which no payment (including principal, interest or any other form of payment), prepayment or repayment may be made before the unconditional and irrevocable payment in full of all amounts under the Financing Documents;

Indebtedness incurred in connection with the ordinary course of business of the Borrower, provided that the aggregate outstanding amount of such Indebtedness at any time shall not exceed US$50,000,000 (or its equivalent in BRL));

Indebtedness incurred for the purpose of refinancing Indebtedness of the Borrower existing on the date of the Amendment No. 2 (without any increase in the principal amount thereof or any shortening of the average maturity of any principal amount thereof in comparison with the average maturity of the Indebtedness being refinanced); and

the amount of any liability in respect of any guaranty for any of the items referred to in paragraphs (a) to (f) above.

“Principal Payment Dates” shall mean, collectively, (i) prior to the occurrence of the Amendment No. 2 Closing Date, the first Interest Payment Date immediately following the expiry of the Availability Period and thereafter, each next succeeding Interest Payment Date, and (ii) upon the occurrence of the Amendment No. 2 Closing Date, on each date set forth below which follows the Amendment No. 2 Closing Date:

Principal Payment Date

August 15, 2015

February 15, 2016

August 15, 2016

February 15, 2017

August 15, 2017

February 15, 2018

August 15, 2018

February 15, 2019

August 15, 2019

February 15, 2020

August 15, 2020

February 15, 2021

August 15, 2021

December 27, 2021

.

ASIA 20422880 (2K) 30

provided that the last Principal Payment Date shall be the Loan Maturity Date.

“Required Prepayment Amount” shall mean an amount equal to seventeen percent (17%) of the Loans outstanding on the Cut-off Date.

“Required Revenue Collection Inflow” shall mean an aggregate cash inflow of no less than BRL200,000,000 during each six month period ending on the last day of each fiscal quarter of the Borrower, provided that only cash inflows resulting from collections that are identified as service (including any pre-paid services) and handset revenues for accounting purposes of the Borrower shall be included in the calculation of the Required Revenue Collection Inflow.

“Revenue Collection Accounts” shall mean certain revenue collection accounts of the Borrower subject to the Liens created pursuant to the Borrower Accounts Pledges, the details of which are set out more fully in the Borrower Accounts Pledges.

“Successor Guarantor” shall mean the entity which (i) becomes, or is deemed as, the legal successor of the Parent as a result of, or pursuant to, the Parent Restructuring Plan or the order of the applicable Governmental Authority in the Chapter 11 Cases confirming the Parent Restructuring Plan, but not by reason of sale (even if pursuant to the Parent Restructuring Plan or such order), and only if such succession or deemed succession shall not have occurred before the Parent Restructuring Effective Date (unless preceded by the unconditional and irrevocable repayment in full of the Guaranteed Obligations (as such term is defined in the Parent Guaranty)), and (ii) has undertaken, as of the Parent Restructuring Effective Date, the Parent’s obligations under the Shareholder Undertaking, the Subordination Agreements and the Parent Guaranty, as amended pursuant to the Amendment to the Parent Guaranty.

The following definitions shall be amended to read in its entirety as follows:

“Change of Control” shall mean:

a Parent Change of Control;

the Borrower ceases, directly or indirectly, to control any of the Guarantors;

Nextel Telecomunicações S.A. and McCaw International (Brazil), LLC cease to respectively own 61.86% and 38.14% of the entire issued and outstanding share capital of the Borrower; or

the Parent or the Successor Guarantor ceases, directly or indirectly, to control the Borrower,

for purposes of this definition, “control” shall mean, with respect to a Person, (i) the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise, and (ii) the ownership (directly or indirectly) of 51% of the entire issued and outstanding share capital of such Person.

“Financing Documents” shall mean, collectively, this Agreement, the Amendment No. 1., the Amendment No. 2., the Parent Guaranty, the Amendment to the Parent Guaranty, any Subordination Agreement, the Shareholder Undertaking, the Security Documents, the Fee Letter, each Notice of Borrowing and after the execution and delivery thereof pursuant to the terms of this

.

ASIA 20422880 (2K) 30

Agreement, each Note and any other document designated from time to time as such and as agreed by the Borrower and the Administrative Agent.

“Loan Maturity Date” shall mean (i) prior to the occurrence of the Amendment No. 2 Closing Date, the date falling ten (10) years from the earlier of (x) the Closing Date and (y) June 30, 2012, except that if such date is not a Business Day, then the Loan Maturity Date shall be the Business Day immediately preceding the date falling ten (10) years from such date, or (ii) upon the occurrence of the Amendment No. 2 Closing Date, December 27, 2021.

“Parent Guaranty” shall mean the guaranty agreement dated as of September 25, 2013, entered into among the Parent, the Administrative Agent and the Sinosure Administrative Agent, for the benefit of the Financing Parties, as amended from time to time.

“Security Documents” shall mean the Borrower Accounts Pledges, the Fiduciary Assignment and any other document designated as a Security Document by the Financing Parties and the Borrower (acting reasonably).

“Waiver Period” shall mean the period commencing on the effective date of Amendment No. 1 and ending on June 30, 2017 (inclusive).

Amendments to Section 5 (Covenants) of the Sinosure Credit Agreement

Paragraph (d) of Section 5.1 (Financial Statements and Other Information) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(d)    Financial Ratio. Together with each set of financial statements delivered pursuant to Section 5.1(a) or 5.1(b) above, (i) a detailed calculation of the financial ratios set forth in Section 5.22 (Financial Ratios) as tested as of the Calculation Date immediately falling prior to the delivery of such financial statements for the period of twelve (12) months ending on such Calculation Date, certified by the chief financial officer, treasurer or financial controller of the Borrower; and (ii) a Compliance Certificate, provided that, during the Waiver Period only, the Borrower shall not be required to deliver a Compliance Certificate, provided further that, the Borrower shall not, during the period from June 30, 2015 to the Amendment No.2 Closing Date, deliver any Compliance Certificate in respect of the twelve months period ending on June 30, 2015 for purposes of effecting a release of the liabilities of the Parent Guarantor under the Parent Guaranty pursuant to Section 20 (Release of Liability of Parent Guarantor) of the Parent Guaranty. For the avoidance of doubt, any calculation of financial ratios provided on or prior to the last day of the Waiver Period shall be provided for the Lender’s information purposes only.”

A new paragraph (n) of Section 5.1 (Financial Statements and Other Information) of the Sinosure Credit Agreement shall added to read in its entirety as follows:

“(n)    Restructuring and Other Amendment Terms.

As soon as available, any updates to the Other Amendment Terms Summary and the Other Amendment Terms; and

such information with respect to the Parent Restructuring (including with respect to its process and status) as the Administrative Agent may request from time to time (acting reasonably).”

Section 5.22 (Financial Ratio) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“The Borrower shall:

(a)    maintain (i) a Net Debt to Consolidated EBITDA ratio of no greater than 2.5 to 1.0, (ii) a Net Debt to Total Net Worth ratio of no greater than 2.0 to 1.0, and (iii) a Consolidated EBITDA to Consolidated Interest Expense ratio of no less than 3.0 to 1.0., in each case, as tested as of each Calculation Date falling after the last day of the Waiver Period for the period of twelve (12) months ending on such Calculation Date; and

(b)     ensure that, as of the date after the last day of the Waiver Period, the amount of the Consolidated Cash Balance shall be (i) no less than US$100,000,000 as tested as of each Calculation Date falling in the period when the sum of the outstanding principal amount of all the Loans is more than US$100,000,000, and (ii) no less than the then outstanding principal amount of all the Loans as tested as of each Calculation Date falling after the sum of the outstanding principal amount of all the Loans falls below US$100,000,000.”

Section 5.25 (Incremental Indebtedness and Subordinated Restricted Intercompany Indebtedness) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“5.25 Incremental Indebtedness and Subordinated Restricted Intercompany Indebtedness.

During the Waiver Period, the Borrower shall not, and shall not permit any of the Guarantors to, directly or indirectly, contract, create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness.

After the last day of the Waiver Period, the Borrower shall not, and shall not permit any of the Guarantors to, directly or indirectly, contract, create, incur, assume or suffer to exist any Indebtedness (other than the Indebtedness under the Financing Documents), unless (i) no Default or Event of Default then exists or would result therefrom; and (ii) the Borrower has complied and after the incurrence thereof on a pro forma basis, is in compliance with Section 5.22 (Financial Ratio) as tested on the Calculation Date immediately preceding the proposed date of such incurrence.

No Obligor nor its Subsidiaries, shall pay, or cause to be paid, any Subordinated Restricted Intercompany Indebtedness without the prior written consent of the Administrative Agent and the Sinosure Administrative Agent.”

A new Section 5.32 (Borrower Accounts Pledge) of the Sinosure Credit Agreement shall added to read in its entirety as follows:

“5.32    Borrower Accounts Pledge.

The Borrower shall:

within fifteen (15) days after each fiscal quarter of the Borrower occurring after the date of a Borrower Accounts Pledge, deliver to the Administrative Agent a statement from each relevant Account Bank setting out the details of the aggregate cash inflow of all Revenue Collection Accounts, together with an Officer’s Certificate of the Borrower (i) calculating the aggregate amount of revenue flow of all Revenue Collection Accounts represented by such account statements and (ii) certifying that the Account Bank statements are true and complete and represent the calculations (in reasonable detail) of the aggregate cash inflow of all Revenue Collection Accounts, in each case, in respect of the three-month period ending on the last day of such fiscal quarter;

within forty-five (45) days after each fiscal quarter of the Borrower occurring after the date of a Borrower Accounts Pledge, deliver to the Administrative Agent the electronic documentation in portable document format – pdf, supporting all calculations delivered pursuant to paragraph (a) above; and

if the certification delivered pursuant to paragraph (a) above provides that the aggregate cash inflow of all Revenue Collection Accounts is less than the Required Revenue Collection Inflow, promptly, and in any case within forty (40) days of the delivery of such certification referred to in paragraph (a) above, procure that additional revenue collection accounts (other than the Excluded Revenue Collection Accounts) not already subject to a Lien created by the Borrower Accounts Pledges are fiduciarily assigned in favor of the Security Agent pursuant to the terms of a Borrower Accounts Pledge, provided that if all existing revenue collection accounts of the Borrower (other than the Excluded Revenue Collection Accounts) are already subject to a Lien created by the Borrower Accounts Pledges, the Borrower shall not be required to fiduciarily assign additional revenue collection accounts pursuant to this paragraph (c).”

Amendments to Section 6 (Payment Provisions; Fees) of the Sinosure Credit Agreement

Section 6.1 (Repayment of Principal) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)    Prior to the occurrence of the Amendment No. 2 Closing Date, the Borrower shall repay the aggregate principal amount of the Loans outstanding on each Principal Payment Date in fifteen (15) equal semi-annual instalments commencing on the first Interest Payment following the expiry of the Availability Period.

(b)    Upon the occurrence of the Amendment No. 2 Closing Date:

the Borrower shall repay the aggregate principal amount of the Loans outstanding on each Principal Payment Date in the amounts (expressed as a percentage of the aggregate Loans outstanding as of the Cut-off Date) as set out below:

Principal Payment Date	Amount Due (expressed as a percentage of the aggregate Loans outstanding as of the Cut-off Date)
August 15, 2015	0.28%
February 15, 2016	0.28%
August 15, 2016	0.28%
February 15, 2017	0.28%
August 15, 2017	8.19%
February 15, 2018	8.19%
August 15, 2018	8.19%
February 15, 2019	8.19%
August 15, 2019	8.19%
February 15, 2020	8.19%
August 15, 2020	8.19%
February 15, 2021	8.19%
August 15, 2021	8.19%
December 27, 2021	8.17%

any amounts repaid or prepaid by the Borrower on and from the Cut-off Date and prior to the occurrence of the Amendment No. 2 Closing Date shall be applied in the following order of priority:

1.first, towards repayment of the principal amount of the Loans on each Principal Payment Date occurring on and from the Cut-off Date and prior to the Amendment No. 2 Closing Date in accordance with paragraph (b)(i) above in chronological order;

2.second, towards prepayment of the Required Prepayment Amount; and

3.third, towards the repayment of the principal amount of the Loans outstanding in accordance with paragraph (b)(i) above on each Principal Payment Date occurring after the Amendment No.2. Closing Date in chronological order. ”

Amendments to Section 7 (Events of Default and Remedies) of the Sinosure Credit Agreement

New paragraphs of Section 7.1 (Events of Default) of the Sinosure Credit Agreement shall be added to read in its entirety as follows:

“(s) Borrower Accounts Pledges. The Borrower shall fail to (A) execute and deliver the Borrower Accounts Pledges to the Security Agent, which shall contain, inter alia, (i) fiduciary assignments in relation to the Revenue Collection Accounts; and (ii) powers of attorney in favor of the Lender and the Security Agent authorizing them before the Account Banks to, upon occurrence of an Event of Default, prevent any withdrawals from the Revenue Collection Accounts by the Borrower and, upon occurrence of a Non-Payment Event of Default, apply all amounts in the Revenue Collection Accounts against any overdue principal and/or interest under the Financing Documents, and (B) perfect the Liens created or intended to be created under or evidenced by the Borrower Accounts Pledges, in each case of (A) and (B), by February 28, 2015.

(t)     Parent Restructuring Plan. Upon confirmation of the Parent Restructuring Plan, either of the Parent Restructuring Plan or the order confirming it shall fail to provide in form and substance reasonably acceptable to the Administrative Agent for the terms and obligations of the Parent Guaranty, the Shareholder Undertaking and the Subordination Agreements to be undertaken by the Parent or a Successor Guarantor.

(u)    Revenue Collection Accounts. The Borrower shall fail to procure that additional revenue collection accounts (other than the Excluded Revenue Collection Accounts) are pledged or fiduciarily assigned (at the discretion of the Lender) in favour of the Security Agent in accordance with the terms of and within the time stipulated in paragraph (d) of Section 5.32 (Borrower Accounts Pledges).

(v) Amendment to the Parent Guaranty. The Amendment to the Parent Guaranty is not authorized or approved by the appropriate Governmental Authority in the Chapter 11 Cases or otherwise does not take full force and effect in accordance with the terms thereof, on the earlier of (i) the Amendment No. 2. Closing Date and (ii) September 30, 2015.

(w) Claims in the Chapter 11 Cases. The claims of the Administrative Agent and the Financing Parties for the Guaranteed Obligations (as such term is defined in the Parent Guaranty) in the Chapter 11 Cases shall for any reason be disallowed, avoided, nullified or subordinated, or any liability under the Parent Guaranty shall be released or discharged for any reason (including under Section 20 of the Parent Guaranty) other than due to (i) any affirmative act of the Administrative Agent or the Lender, (ii) the failure of the Administrative Agent or Lender to file a proof of claim in the Chapter 11 Cases in respect of any such claim (only if the filing thereof is otherwise required pursuant to an order of the relevant Governmental Authority in the Chapter 11 Cases or pursuant to the applicable Bankruptcy Law to preserve such claim) or defend any such claim against any objection thereto, or (iii) the unconditional and irrevocable repayment in full of the Guaranteed Obligations (as such term is defined in the Parent Guaranty), provided that there shall not be an Event of Default under this Section 7.1(w) (a) in the event such claims are reinstated pursuant to the Parent Restructuring Plan, or (b) so long as such claims are so reinstated, as a result of any action that is appropriate to administer and maintain the claims register in the Chapter 11 Cases.

(x) Delivery of the Compliance Certificates. The Borrower delivers the Compliance Certificates pursuant to Section 5.1 (Financial Statements and Other Information) in respect of the twelve (12) months period ending on June 30, 2015 confirming that it is in compliance with the financial ratios set out in the Sinosure Credit Agreement.

(y) Shareholder Undertaking, Subordination Agreements. The Shareholder Undertaking or any Subordination Agreement shall fail to be reinstated by the appropriate Governmental Authority in the Chapter 11 Cases or the claim of the Administrative Agent and the Financing Parties under the Shareholder Undertaking or Subordination Agreements shall for any reason be disallowed, avoided, nullified or subordinated, or any liability under the Shareholder Undertaking or Subordination Agreements shall be released or discharged for any reason other than due to (i) any affirmative act of the Administrative Agent or the Lender, (ii) the failure of the Administrative Agent or Lender to file a proof of claim in the Chapter 11 Cases in respect of any such claim (only if the filing thereof is otherwise required pursuant to an order of the relevant Governmental Authority in the Chapter 11 Cases or pursuant to the applicable Bankruptcy Law to preserve such claim) or defend any such claim against any objection thereto, or (iii) the unconditional and irrevocable repayment in full of the Loans, provided that there shall not be an Event of Default under this Section 7.1(y) (a) in the event such claims are reinstated pursuant to the Parent Restructuring Plan, or (b) so long as such claims are so reinstated, as a result of any action that is appropriate to administer and maintain the claims register in the Chapter 11 Cases.

Amendments to Section 9.2 (Bankruptcy) of the Sinosure Credit Agreement

Section 9.2 (Bankruptcy) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“Additionally, the Guarantors unconditionally and irrevocably, jointly and severally, guarantee the payment of any and all of the Guaranteed Obligations to the Financing Parties whether or not due or payable by the Borrower upon the occurrence of any of the events specified in Sections 7.1(e), 7.1(g) and 7.1(h), and irrevocably and unconditionally promise to pay such Guaranteed Obligations to the Financing Parties upon such occurrence.”

Amendments to Section 10.13 (Assignments, Participations, etc.) of the Sinosure Credit Agreement

Paragraph (a) of Section 10.13 (Assignments, Participations, etc.) of the Sinosure Credit Agreement shall be amended to read in its entirety as follows:

“(a)    Subject to Section 10.13(b) below, any Lender may, with the prior consent of the Borrower (which consent shall not be unreasonably withheld or delayed or conditioned, however, it will not be considered unreasonable for the Borrower to withhold consent if any such assignment could have the effect of increasing the Borrower’s or any Guarantor’s costs under the Financing Documents, due to new or increased Taxes, or otherwise), at any time assign all or any part of its Loan Commitments or Loans and the other rights and obligations of such Lender hereunder and under the other Financing Documents, to another bank or financial institution, provided that no consent of the Borrower shall be required for any assignment by a Lender of all or any part of its Loan Commitments or Loans and other rights and obligations after the occurrence of the Amendment No. 2. Closing Date. Any partial assignment of Loan Commitments or Loans under this Section 10.13(a) shall not be less than US$10,000,000 or any integral multiple of US$5,000,000 in excess thereof.”

Exhibit A

Form of Amendment to the Parent Guaranty

Exhibit B

Form of Borrower Accounts Pledge

Exhibit C

Excluded Revenue Collection Accounts

BANCO DO BRASIL S/A

Branch: 3070

Account: 5567-0
Address: Av. Paulista, 2163 – 2º Andar - São Paulo – SP - CEP 01310-200

Phone: 55 11 2128-7314

CAIXA ECONOMICA FEDERAL 

Branch: 3150

Account: 180-4

Address: Av. Elias Alves da Costa, 485 – Centro – Vargem Grande Paulista – SP - 06730-000 

Phone: 55 11 2802-7500

Exhibit D

Other Amendment Terms

.

ASIA 20422880 (2K) 30

EX-99.15

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Aditamento 001 à Cédula de Crédito Bancário nº	Vencimento:	Valor - R$
21.3150.777.0000001-97	08/12/2018	640.000.000,00

I - CREDORA - A CAIXA ECONÔMICA FEDERAL, instituição financeira sob a forma de empresa pública, criada nos termos do Decreto-Lei nº 759, de 12 de agosto de 1969, vinculada ao Ministério da Fazenda, regendo-se pelo seu estatuto vigente na data da presente contratação, com sede no Setor Bancário Sul, Quadra 4, lotes 3/4, em Brasília/DF, inscrita no CNPJ/MF sob nº 00.360.305/0001-04, Superintendência Regional Osasco/SP, por seu representante legal ao fim assinado, doravante designada CAIXA ou CREDORA.

II - EMITENTE - A empresa NEXTEL TELECOMUNICAÇÕES LTDA, com sede na cidade de São Paulo, Av. das Nações Unidas, 14.171, 32º andar, Rochavera Crystal Tower, inscrita no CNPJ/MF sob o nº. 66.970.229/0001-67, neste ato representada na forma de seu estatuto social, pelos representantes abaixo indicados, doravante designada CREDITADA.

III – CARACTERÍSTICAS DO CRÉDITO:

1 – CREDITADA/EMITENTE	2 – CNPJ
NEXTEL TELECOMUNICAÇÕES LTDA	66.970.229/0001-67

3 - Conta de não livre movimentação				4 - Conta corrente de livre movimentação
Agência	Op.	Conta	DV	Agência	Op.	Conta	DV

5 – Tipo de Operação

Investimento – CDI - Pós

777 – Crédito Especial Empresa – Grandes Corporações - Investimentos

6 – Valor Total do Crédito

R$ 640.000.000,00 (seiscentos e quarenta milhões de reais)

7 - Encargos Financeiros

115% (cento e quinze por cento) CDI CETIP ao ano, calculados de acordo com a Cláusula Terceira

8 – Prazo e Sistema de Amortização

Prazo: 84 (oitenta e quatro) meses

(a)nos primeiros 24 meses haverá carência do Principal, com o pagamento apenas dos Encargos Financeiros em periodicidade trimestral.

(b)nos 60 meses subsequentes, haverá amortização do Principal, devidamente acrescido dos Encargos Financeiros, em periodicidade trimestral.

SAC – Sistema de Amortização Constante.

1

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

9 – Praça para Pagamento

São Paulo/SP

10 – Avalista	CNPJ
Nextel Telecomunicações S.A.	00.169.369/0001-22

IV – ALTERAÇÕES OBJETO DESTE ADITAMENTO

3 - Conta de não livre movimentação				4 - Conta corrente de livre movimentação
Op.	Conta	DV	Agência	Op.	Conta	DV
3	180	4	3150	3	1859	6

7 - Encargos Financeiros

139,54% (cento e trinta e nove vírgula cinquenta e quatro por cento) CDI CETIP ao ano

11 – Garantia	Valor Mínimo
Cessão Fiduciária de Direitos Creditórios sobre Convênio de Arrecadação CAIXA (SICAP)	Fluxo médio mensal mínimo no valor de R$ 70.000.000,00

CONSIDERANDO:

I – Nos termos da Cédula de Crédito Bancário nº 21.3150.777.0000001-97, emitida em 08 de dezembro de 2011, a CREDORA concedeu empréstimo à CREDITADA,cujas características originais serão alteradas pelo Primeiro Aditamento à Cédula de Crédito Bancário (“Primeiro Aditamento”), conforme as características descritas no Quadro III acima (“Cédula”);

II – Neste ato, as partes desejam repactuar a taxa da operação, bem como incluir a garantia de Cessão Fiduciária de Direitos Creditórios sobre Convênio de Arrecadação CAIXA (SICAP), alterar as hipóteses de vencimento antecipado e de cessão da Cédula.

Resolvem as partes aditar a Cédula por meio do presente Primeiro Aditamento, de acordo com as seguintes cláusulas e condições:

DO PRIMEIRO ADITAMENTO À CÉDULA

CLÁUSULA PRIMEIRA – As partes resolvem alterar os encargos financeiros da Cédula ora aditada, conforme parâmetros descritos no Quadro IV do Preâmbulo deste Primeiro Aditamento.

Parágrafo Único – Todas as cláusulas e condições da Cédula e do Primeiro Aditamento que mencionam os termos ora alterados ficam expressamente aditadas para refletir os novos parâmetros acordados, nos termos deste Primeiro Aditamento.

CLÁUSULA SEGUNDA – DA INCLUSÃO DE GARANTIA

Em razão da inclusão da garantia referente à Cessão Fiduciária de Direitos Creditórios sobre Convênio de Arrecadação CAIXA (SICAP), é incluída nova Cláusula Décima na Cédula ora aditada passará a ter a seguinte redação, sendo as demais sucessivamente renumeradas:

CLÁUSULA DÉCIMA – CONSTITUIÇÃO DE GARANTIA – Para assegurar o cumprimento das obrigações assumidas na Cédula (“Obrigações Garantidas”), a CREDITADAcede e transfere

2

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

fiduciariamente à CAIXA, em caráter irrevogável e irretratável, por este ato e na melhor forma de direito, nos termos do § 3º do artigo 66-B da Lei nº 4.728/65, com a redação dada pela Lei nº 10.931/04, dos artigos 18 a 20 da Lei nº 9.514/97, e do Decreto Lei nº 911/69 e posteriores alterações, e no que for aplicável dos artigos 1.361 e seguintes do Código Civil, a titularidade, o domínio resolúvel e a posse direta e indireta da integralidade dos direitos creditórios sobre os recebíveis, presentes e futuros, decorrentes da prestação de serviços de telecomunicações realizada pela CREDITADAaos seus clientes, abrangendo toda a receita proveniente dos valores recebidos a esse título, os quais sejam arrecadados pela CAIXA (“Recebíveis”), nos termos abaixo descritos, bem como dos recursos depositados ou mantidos na Conta Vinculada (“Direitos Cedidos”).

PARÁGRAFO PRIMEIRO – Os valores relativos a parte dos Recebíveis são recebidos pela CAIXA por meio de arrecadação de guias não compensáveis e débito automático, de acordo com o Convênio de Arrecadação, celebrado entre a CREDITADA e a CAIXA (nº 400089) (“Convênio de Arrecadação”).

PARÁGRAFO SEGUNDO – Doravante, os valores recebidos diariamente no âmbito do Convênio de Arrecadação (“Valores Arrecadados”), representativos de parcela dos Recebíveis e de quaisquer outros créditos, passarão a ser creditados na conta nº 180-4, Agência nº 3150, Operação 003, de movimentação exclusiva da CAIXA, vinculada à liquidação das obrigações decorrentes da Cédula (“Conta Vinculada”), cujo saldo e valores nela creditados diariamente também são ora cedidos fiduciariamente pela CREDITADA à CAIXA, integrando-se, para todos os efeitos, aos Direitos Cedidos, nos termos do Caput desta Cláusula. A CREDITADA se compromete a, em caráter irrevogável e irretratável, (i) não tomar medidas que visem a receber diretamente qualquer quantia referente aos Recebíveis; (ii) não alterar, de maneira material, os procedimentos e formas de cobrança dos Recebíveis atualmente em vigor, bem como tomar qualquer medida, ou deixar de tomar, quando aplicável, que vise a ou tenha como efeito diminuir a arrecadação dos Recebíveis pela CAIXA, até a satisfação integral das obrigações da CREDITADA previstas na Cédula; (iii) durante a vigência da Cédula, manter em vigor o Convênio de Arrecadação; e (iv) não ceder, alienar, transferir, vender, onerar, caucionar, emprenhar ou gravar ou por qualquer forma negociar os Direitos Cedidos, sem o prévio e expresso consentimento da CAIXA.

PARÁGRAFO TERCEIRO – Fica convencionado que o montante mensal médio dos Valores Arrecadados que transitarão pela Conta Vinculada nos três meses imediatamente anteriores à apuração pela CAIXA em cada trimestre (“Período”), a ser realizada nos dias 31 de março, 30 de junho, 30 de setembro e 31 de dezembro de cada ano deverá perfazer – e a CREDITADAse obriga a adotar todas as medidas necessárias para que perfaça – o valor mínimo equivalente a R$ 70.000.000,00 (setenta milhões de reais) (“Valor Médio Mínimo”), calculado pelo valor total dos recursos que vierem a ser depositados na Conta Vinculado durante cada Período, divido por 3 (três). Caso em determinado Período o Valor Médio Mínimo não seja verificado pela CAIXA, a CAIXA poderá, a seu exclusivo critério, declarar imediatamente vencidas, de pleno direito, as obrigações da CREDITADA no âmbito da Cédula. Não obstante, e sem prejuízo ao seu direito avençado no âmbito da presente Cláusula, a CAIXA poderá, a seu exclusivo critério, alternativamente à declaração de vencimento antecipado das obrigações da CREDITADA na presente Cédula, exigir que a CREDITADA no prazo de 10 (dez) dias, a contar da solicitação da CAIXA nesse sentido, deposite na Conta Vinculada um valor equivalente à diferença entre o Valor Médio Mínimo e o montante mensal médio efetivamente apurado pela CAIXA nos termos da presente Cláusula (“Valor do Déficit”). Nesse caso, o Valor do Déficit ficará retido na Conta Vinculada até que o Valor Médio Mínimo apurado pela CAIXAem uma data de apuraçãonos termos da presente cláusula tenha sido reestabelecido.

PARÁGRAFO QUARTO – Sem prejuízo do disposto no parágrafo a seguir, fica a CAIXA, a partir deste ato, legalmente identificado como o único e legítimo titular, em caráter fiduciário, dos Direitos Cedidos, cuja condição perdurará até o integral adimplemento de todas as obrigações assumidas pela CREDITADA na Cédula, de modo que, ocorrendo o seu cumprimento pela CREDITADA, conforme atestado pela CAIXA, resolver-se-á a propriedade fiduciária da CAIXA, retornando os Direitos Cedidos à propriedade plena da CREDITADA.

3

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

PARÁGRAFO QUINTO – Ressalvada a hipótese de retenção do Valor do Déficit, os Valores Arrecadados serão, diariamente, até às 14h00, liberados à conta de livre movimentação da CREDITADA, após a necessária verificação da CAIXA nas respectivas datas avençadas, e desde que a CREDITADAnão tenha ocorrido um evento de vencimento antecipado, hipótese de pagamento antecipado obrigatório ou descumprimento de obrigação pecuniária pela CREDITADA.

PARÁGRAFO SEXTO – A CREDITADA declara neste ato que:

(i)está autorizada, nos termos da lei e de seu estatuto social, a ceder os Direitos Cedidos de que é titular, bem como cumprir as disposições deste instrumento;

(ii)a celebração deste instrumento não viola nenhuma disposição de seu estatuto social, assim como não infringe ou viola qualquer disposição legal e regulamentos a que está sujeita;

(iii)os Direitos Cedidos estão livres e desembaraçados de quaisquer ônus, encargos, pendências judiciais ou extrajudiciais de qualquer natureza, inclusive fiscais, dúvidas, dívidas e/ou gravames de qualquer natureza, exceto a presente cessão fiduciária de direitos creditórios;

(iv)inexiste impedimento legal contido em avenças de que a CREDITADA seja parte, que vede a presente cessão fiduciária dos Direitos Cedidos ora convencionados, em favor da CAIXA; e

(v)teve prévio conhecimento, de forma clara e suficiente, das atribuições a ela impostas, e que anui a todos os termos do instrumento, e que decidiu, livre e espontaneamente, sem qualquer vício de vontade e consentimento, ceder fiduciariamente os Direitos Cedidos em garantia indivisível, irrevogável e irretratável.

PARÁGRAFO SÉTIMO – A CREDITADA será responsável por todos e quaisquer prejuízos causados à CAIXA que decorram da falsidade ou inexatidão das declarações e garantias aqui prestadas.

PARÁGRAFO OITAVO – Verificada a ocorrência de um evento de inadimplemento em relação às obrigações pecuniárias assumidas pela CREDITADA na Cédula, observados os respectivos prazos de cura, conforme aplicáveis todos os valores relativos aos Direitos Cedidos passarão a ser retidos pela CAIXA na Conta Vinculada e, ocorrendo a decretação do vencimento antecipado da dívida ou hipótese de pagamento antecipado obrigatório nos termos desta Cédula, poderão ser utilizados na amortização das referidas obrigações da CREDITADA, até a sua integral liquidação, nos termos da Cédula, até o limite das Obrigações Garantidas.

PARÁGRAFO NONO – Ocorrendo a decretação do vencimento antecipado da dívida nos termos desta Cédula, a CAIXA poderá, independentemente de qualquer notificação, promover a imediata utilização dos Direitos Cedidos para satisfazer as obrigações garantidas então vencidas e não liquidadas, mediante a excussão judicial ou venda amigável dos Recebíveis, conforme seja aplicável, ou, no caso dos Valores Arrecadados, simplesmente aplicá-los no pagamento das Obrigações Garantidas, nos termos da lei e em conformidade com os termos da Cédula, até o total adimplemento das obrigações. Neste sentido, a CAIXA terá o direito de imediatamente exercer sobre os Direitos Cedidos todos os poderes que lhe são assegurados pela legislação vigente, nos termos da Cédula, podendo dispor de, cobrar, receber, realizar, vender, ou ceder, inclusive de forma particular, total ou parcialmente, os Recebíveis, nos termos e condições que a CAIXA considere apropriado, dar quitação e assinar quaisquer documentos ou termos por mais especiais que sejam, necessários à prática dos atos aqui referidos, independentemente de qualquer comunicação e/ou autorização adicional da CREDITADA. Todo valor que sobejar às Obrigações Garantidas deverá ser devolvido à CREDITADA.

PARÁGRAFO DÉCIMO – A CREDITADA renuncia neste ato a qualquer direito ou privilégio legal ou contratual que possa afetar a livre e integral exequibilidade e transferência dos Direitos Cedidos no caso de sua excussão, observados os termos e condições previstos nesta Cédula.

PARÁGRAFO DÉCIMOPRIMEIRO– Sem prejuízo do disposto na Cédula, e para os fins do artigo 1.362 do Código Civil Brasileiro, da Lei 9.514/97, conforme alterada, e da Lei 4.728/65, conforme alterada, as Obrigações Garantidas podem ser resumidamente descritas da seguinte forma:

4

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

(i)Valor estimado de principal da dívida: R$512.000.000,00 (quinhentos e doze milhões de reais);

(ii)Prazo e condições de pagamento: pagamento do principal, após 24 (vinte e quatro) meses da data de assinatura da Cédula, em 20 (vinte) parcelas trimestrais de R$32.000.000,00 (trinta e dois milhões de reais) com datas de vencimento em março, junho, setembro e dezembro de cada ano e pagamento trimestral dos encargos financeiros, a partir da data de assinatura da Cédula, em março, junho, setembro e dezembro de cada ano;

(iii)Taxa de juros: 139,54% do CDI;

(iv)Juros de mora: CDI mais 2% ao mês; e

(v)Cláusula penal: 2% sobre o valor devido.

PARÁGRAFO DÉCIMOSEGUNDO – As partes têm conhecimento e concordam que a CREDITADA não possui sistema de individualização de recebíveis capaz de identificar clientes, valores e faturas que serão efetivamente depositadas na Conta Vinculada e, da mesma forma, exceto se de outra forma expressamente indicada nesta Cédula, não assume nenhuma obrigação de realizar tal individualização.

CLÁUSULA TERCEIRA – A Cláusula Terceira da Cédula, que trata dos ENCARGOS, passa a viger com a seguinte redação:

DOS ENCARGOS

CLÁUSULA TERCEIRA – Sobre o valor contratado incidirão encargos financeiros correspondentes a 139,54% (cento e trinta e nove inteiros e cinquenta e quatro centésimos pontos percentuais) da taxa média diária do CDI Over (Certificados de Depósitos lnterbancários), divulgada diariamente pela CETIP S.A. – Mercados Organizados (“CDI CETIP"), capitalizados diariamente.

Parágrafo Primeiro – A taxa média diária dos Certificados de Depósitos lnterbancários – CDI utilizada na correção do saldo devedor é aquela posicionada no segundo dia útil anterior à data de aplicação da correção.

Parágrafo Segundo – Na extinção do índice CDI CETIP, a CAIXA utilizará automaticamente em seu lugar aquele que vier a ser estabelecido pelas autoridades competentes. Na falta de determinação legal ou regulamentar, utilizar-se-á a base de remuneração que estiver sendo praticada nas operações de crédito dos bancos comerciais, no mercado financeiro.

Parágrafo Terceiro – Os referidos Encargos Financeiros, calculados por dias úteis, serão cobrados trimestralmente.

Parágrafo Quarto – Nos casos de pagamento, amortização extraordinária ou liquidação antecipada em épocas diferentes daquelas indicadas na Cláusula Segunda, será feita a aplicação "pro-rata” dia útil, devendo ser comunicado à CAIXA, por escrito, com 3 (três) dias úteis de antecedência.

CLÁUSULA QUARTA – O caput da atual Cláusula Vigésima Segunda da Cédula, que trata das hipóteses de VENCIMENTO ANTECIPADO, passa a viger com a seguinte redação, mantendo-se a redação de seus parágrafos:

DO VENCIMENTO ANTECIPADO

CLÁUSULA VIGÉSIMA SEGUNDA - São motivos de vencimento antecipado da dívida e imediata execução desta Cédula, independentemente de notificação judicial ou extrajudicial, além dos casos previstos em lei:

I)inadimplemento, pela CREDITADA, de qualquer obrigação de natureza pecuniária assumida nesta Cédula, que não seja sanado no prazo de 1 (um) dia útil, contado da data de vencimento original;

5

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

II)inadimplemento, pela CREDITADA, de qualquer obrigação não pecuniária prevista nesta Cédula, que não seja sanado no prazo de 30 (trinta) dias contados da comunicação que lhe for enviada pela CAIXA a respeito do fato;

III)descumprimento, falsidade, imprecisão, incorreção ou omissão material imputável à CREDITADA, em qualquer declaração, garantia, informação ou documento material que houver sido firmado, prestado ou entregue pela CREDITADA relativo a esta operação de crédito, desde que não sanados no prazo de 10 (dez) dias úteis;

IV)vencimento antecipado ou inadimplemento de qualquer obrigação pecuniária da CREDITADA ou de qualquer Afiliada Brasileira, excluindo obrigações exclusivamente entre a CREDITADA e a Avalista,, em valor unitário ou agregado, que seja igual ou superior a R$ 10.000.000,00 (dez milhões de reais), que não seja sanado no prazo de 10 (dez) dias úteis, contados da notificação enviada pela CAIXA, ressalvados os casos em que tais obrigações estejam com seu pagamento suspenso em razão de decisão administrativa ou judicial ou em que tenha sido garantido o Juízo;

V)vencimento antecipado de qualquer outra obrigação pecuniária da CREDITADA com a CAIXA desde que não sanada nos prazos estabelecidos nos respectivos instrumentos;

VI)protesto cambiário contra a CREDITADA em valor unitário ou agregado igual ou superior a R$ 10.000.000,00 (dez milhões de reais), que não seja sanado no prazo de 30 (trinta) dias após o aviso por escrito enviado pela CAIXA, ou que venha a se transformar em procedimento judicial e que se encontre com o pagamento suspenso por meio de decisão judicial, ou que tenha sido garantido o Juízo;

VII)(a) pedido de autofalência pela CREDITADA e/ou de qualquer Afiliada Brasileira; (b) pedido de falência da CREDITADA e/ou de qualquer Afiliada Brasileira formulado por terceiro e não elidido no prazo legal; (c) decretação de falência ou liquidação da CREDITADA e/ou de qualquer Afiliada Brasileira; (d) pedido de recuperação judicial ou extrajudicial pela CREDITADA e/ou de qualquer Afiliada Brasileira;

VIII)liquidação, dissolução ou extinção da CREDITADA;

IX)caso a CREDITADA ou qualquer de suas Afiliadas Brasileiras seja declarada insolvente por decisão judicial, ou reconheça publicamente ou perante a CAIXA, sua impossibilidade de satisfazer suas obrigações pecuniárias ou caso tal impossibilidade seja notória, em ambos os casos no valor global superior a R$10.000.000,00 (dez milhões de reais);

X)realização, pela CREDITADA, uma redução do seu capital social, resgate, amortização, reembolso, ou compra de participação societária, desde que tais operações impliquem pagamento (em espécie ou in natura) aos seus sócios, ou, caso o índice financeiro indicado na Cláusula Décima Segunda seja superior a 2,5 (dois e meio), distribuição de lucros ou juros sobre o capital próprio, ainda que já declarados, aos seus sócios;

XI)alienação, pela CREDITADA, no individual ou no agregado, de qualquer de seus bens ou ativos, sem a prévia e expressa anuência por escrito da CAIXA, exceto, neste caso, (i) antecipação de receitas com cartão de crédito, (ii) venda de recebíveis vencidos e não pagos, (iii) alienação de mercadorias no curso ordinário de negócios, (iv) transferências de ativos obsoletos ou bens móveis de baixo valor agregado, (v) transferências no contexto de permuta por ativos similares de valor igual ou superior; e (vi) venda de torres na modalidade ‘sale leaseback’, neste caso, sujeito à aprovação prévia da CAIXA, a qual deverá ser manifestada dentro do período de 45 (quarenta e cinco) dias contados da tal questionamento formulado mediante notificação escrita, desde que comprovado o recebimento de tal notificação pela CAIXA, sendo certo que a não manifestação por parte da CAIXA não implicará aprovação tácita;

6

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

XII)pagamento, pela CREDITADA ou por qualquer Afiliada Brasileira, de qualquer obrigação, antes da integral quitação de todas as obrigações desta Cédula, às Partes Relacionadas, inclusive na hipótese de falência, liquidação ou dissolução da CREDITADA, exceto quaisquer pagamentos entre a CREDITADA e a Avalista;

XIII)outorga e/ou constituição, pela CREDITADA ou por qualquer Afiliada Brasileira, de qualquer ônus ou gravame ou outro direito real de garantia, ou garantia fidejussória, em favor de terceiro (incluindo suas Afiliadas e controladora direta ou indireta), exceto (i) aquelas constituídas nos termos desta Cédula ou previamente a data do Primeiro Aditivo, ou (ii) pela (a) outorga de garantias reais como contragarantia em contratações de seguros e seguros garantias em geral; (b) outorga de garantias reais como contragarantia em nova fiança bancária para garantia judicial ou realização de novos depósitos judiciais limitadas, no caso das garantias outorgadas nos termos desse item (b) ao valor global de R$150.000.000,00 (cento e cinquenta milhões de reais); (c) outorga de garantias reais ou pessoais em contratos de locação de sites; (d) outorga de garantias reais ou pessoais em contratos de collocation (i.e. contratos com outras operadoras para instalação de equipamentos em torres), (e) financiamentos concedidos pela Agência Nacional de Telecomunicações - ANATEL, incluindo suas renovações, (f) garantias em favor da ANATEL, (g) garantias reais outorgadas como contragarantia para emissão de novas performance bonds em favor da ANATEL, neste caso, sujeito à aprovação prévia da CAIXA, as quais deverão ser manifestadas dentro do período de 45 (quarenta e cinco) dias contados de tal questionamento formulado mediante notificação escrita, desde que comprovado o recebimento de tal notificação pela CAIXA, sendo certo que a não manifestação por parte da CAIXA não implicará aprovação tácita e (h) renovações das operações já detidas pela CREDITADA ou suas Afiliadas Brasileira identificadas no Anexo Anexo 22(xiii)(1) desta Cédula, sendo que as garantias a serem outorgadas nos termos desse item (h) deverão estar limitadas ao valor garantido pela fiança e/ou performance bond, conforme indicado em tal anexo, observadas as mesmas garantias em vigor na presente data, sendo que as garantias reais outorgadas nos termos dos itens (a), (c) e (d) acima estão limitados ao valor global de R$50.000.000,00 (cinquenta milhões de reais). A CREDITADA declara, para os fins da presente Cédula, que o Anexo 22(xiii)(2) contém a totalidade das operações que contam com garantia real;

XIV)não utilização dos recursos para a finalidade indicada na Cláusula Sétima;

XV)não observância do Valor Mínimo por 1 (um) Período, observados os termos da Cláusula Décima, Parágrafo Terceiro, desta Cédula;

XVI)execução de qualquer garantia prestada a qualquer credor da CREDITADA ou de qualquer Afiliada Brasileira no valor, igual ou superior, a R$ 10.000.000,00 (um dez milhões de reais), e desde que não seja sanado no prazo de 10 (dez) dias úteis, contados da notificação enviada pela CAIXA, ressalvados os casos em que tal execução esteja suspensa em razão de decisão administrativa ou judicial;

XVII)publicação de ato regulatório cujos efeitos não tenham sido suspensos nos prazos legais, quando aplicável, que (i) afete de maneira adversa a capacidade da CREDITADA de honrar suas obrigações perante a CAIXA; ou (ii) inviabilize as atividades da CREDITADA ou parte significativa destas, ou de qualquer forma, impacte, de maneira adversa, a situação financeira (em ambos os casos, assim entendida como atividades que respondam por 10% (dez por cento) ou mais do faturamento anual da CREDITADA); ou (iii) resulte em uma aplicação de multa, sanção ou penalidade final e irrecorrível que impacte a situação financeira da CREDITADA e/ou suas Afiliadas Brasileiras em valor igual ou superior a R$100.000.000,00 (cem milhões de reais) em um mesmo exercício fiscal;

XVIII)adoção de política pela CREDITADA que importe em discriminação de raça ou gênero ou assédio moral ou sexual, (ii) a comprovação por sentença judicial transitada em julgado ou decisão administrativa final sancionadora, exarada por autoridade ou órgão competente, (I) de que as

7

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

atividades da CREDITADA geram danos ao meio ambiente, ou (II) que a CREDITADA (a) utiliza mão de obra em situação análoga à condição de trabalho escravo, conforme previsto na Portaria Interministerial nº 2, de 12 de maio de 2011, (b) utiliza trabalho infantil de forma não regulamentada, (c) explora a prostituição ou (d) exerce atividades ilegais, constando ou não no Cadastro de Empregadores;

XIX)repasse, cassação ou suspensão da Concessão obtida junto à ANATEL para exploração de frequências da terceira geração (tecnologia 3G) e GSM sem prévia anuência da CAIXA, que não poderá ser injustificadamente negada;

XX)caso o índice obtido pela divisão da Dívida Líquida pelo EBITDA seja superior a 2,5 (dois e meio), a ser calculado nos termos da Cláusula Décima Segunda;

XXI)caso a CREDITADA não mantenha em caixa, em cada Data de Verificação em recursos imediatamente disponíveis ou em aplicações financeiras, o Saldo Mínimo;

XXII)não observância da obrigação de subordinação prevista na Cláusula Décima Quarta desta Cédula;

XXIII)transferência ou cessão a terceiros, a qualquer título, no todo ou em parte, dos direitos e obrigações decorrentes desta Cédula, total ou parcial, sem prévio e expresso consentimento da CAIXA;

XXIV)não efetivação do(s) registro(s) cartorários previstos nesta Cédula, no prazo de 72 (setenta e duas) horas, contados a partir da assinatura deste instrumento, seja por ato de vontade ou ainda por qualquer outro óbice legal ou convencional;

XXV)inexistência de saldo, em qualquer das contas de titularidade da CREDITADA que atenda ao pagamento dos compromissos assumidos por meio desta Cédula nas respectivas Datas de Pagamento e não sanados no prazo de 1 (um) dia útil; e

XXVI)descumprimento de quaisquer das obrigações estabelecidas na Cláusula Décima, Parágrafo Segundo deste instrumento.

Ainda, para os fins do disposto nesta Cédula, define-se:

“Afiliada” de qualquer Pessoa significa outra Pessoa que, direta ou indiretamente, por meio de um ou mais intermediários, Controle, seja Controlada, ou esteja sob o Controle comum com essa primeira Pessoa. Adicionalmente, no caso de uma Pessoa que seja um fundo de investimentos ou cujo acionista Controlador seja um fundo de investimentos, também será considerada uma “Afiliada”: (i) o gestor ou o quotista ou uma Afiliada do gestor ou do quotista desse fundo de investimento, (ii) outro fundo de investimento administrado ou gerido pelo gestor ou quotista ou uma Afiliada do gestor ou quotista desse fundo de investimento, e (iii) qualquer Pessoa que seja, direta ou indiretamente, Controlada, ou esteja sob o Controle comum desse fundo de investimento, seja individualmente ou em conjunto com outra Afiliada, ou qualquer das outras Pessoas acima expostas.

“Afiliada Brasileira” significa com relação a qualquer Pessoa uma Afiliada domiciliada no Brasil;

“Controle” (incluindo seus significados correlatos) significa, de acordo com o Artigo 116 da Lei nº 6.404, de 15.12.1976, (a) o poder para eleger a maioria do conselho de administração, ou órgão semelhante, da Pessoa controlada ou, de outro modo, conduzir os negócios ou políticas dessa Pessoa (por contrato ou de outro modo), e (b) a posse direta ou indireta de direitos que concedam à Pessoa Controladora a maioria dos votos na assembleia geral de acionistas ou reunião similar, da Pessoa Controlada.

8

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

“Parte Relacionada” de qualquer Pessoa especificada terá o significado descrito na Deliberação nº 642 de 7 de outubro de 2010 emitida pela Comissão de Valores Mobiliários, e também incluirá, na medida em que não seja repetido, (i) qualquer Afiliada dessa Pessoa, (ii) qualquer diretor, conselheiro, quotista, acionista, funcionário ou administrador dessa Pessoa ou uma Afiliada dessa Pessoa, (iii) qualquer cônjuge, ex-cônjuge, ascendente, descendente ou parente colateral até o segundo grau dessa Pessoa, uma Afiliada dessa Pessoa ou qualquer diretor, conselheiro, quotista, acionista, funcionário ou administrador dessa Pessoa ou uma Afiliada dessa Pessoa, e (iv) qualquer Afiliada dos acima expostos.

“Pessoa” significa qualquer entidade governamental ou qualquer pessoa física, firma, parceria, sociedade, sociedade de responsabilidade limitada, joint venture, associação, fundos, fundos de investimento, agente fiduciário, organização sem personalidade jurídica, ou outra entidade organização, quer seja uma pessoa jurídica ou não.

CLÁUSULA QUINTA – Incluir o Anexo 22(xiii)(1) e Anexo 22(xiii)(2) à Cédula nos exatos termos dos Anexo A e Anexo B respectivamente deste aditivo.

CLÁUSULA SEXTA –– A atual Cláusula Décima Segunda da Cédula, que trata da obrigação de manter um índice financeiro, passa a viger com a seguinte redação:

CLÁUSULA DÉCIMA SEGUNDA - Para fins do disposto na Cláusula Décima Segunda, o índice obtido pela divisão da Dívida Líquida pelo EBITDA será apurado da seguinte forma: (i) semestralmente, com base nos balancetes não auditados encerrados em 30 de junho de cada ano; (ii) anualmente, pelas demonstrações financeiras encerradas em 31 de dezembro de cada ano, consolidadas e auditadas por empresa de auditoria de renome no mercado.

Obrigamo-nos a entregar à CAIXA, durante a vigência desta Cédula, a declaração de cumprimento do índice nos termos do Anexo II, (i) os balancetes semestrais não auditados encerrados em 30 de junho até o dia 15 de agosto de cada ano, e (ii) as demonstrações financeiras encerradas em 31 de dezembro, consolidadas e auditadas, até o dia 5 de maio de cada ano.

Caso em determinado período de verificação das obrigações de que trata esta Cláusula, a CREDITADA não cumprir com o índice acima estabelecido, a CREDITADA poderá independentemente de qualquer notificação ou prazo de cura, declarar o vencimento antecipado de todas as obrigações assumidas pela CREDITADA e/ou pela Avalista.

Ainda para os fins do disposto na Cláusula Décima Primeira:

a)“Dívida Líquida” significa o valor calculado em bases consolidadas, na respectiva data de verificação, determinado de acordo com os princípios contábeis geralmente aceitos no Brasil, igual (a) à soma dos Passivos junto a instituições financeiras, dos títulos e valores mobiliários representativos de dívida emitidos, e do saldo líquido de operações de derivativos (passivos menos ativos de operações com derivativos); diminuído (b) das disponibilidades (caixa, bancos, aplicações de liquidez imediata ou aplicações de curto prazo, títulos e valores mobiliários de própria emissão ou de terceiros, e títulos públicos e privados de qualquer natureza) e (c) dos efeitos da marcação a mercado das operações de derivativos;

b) “EBITDA” significa o lucro operacional da CREDITADA, em bases consolidadas, relativo aos 12 (doze) últimos meses, somado às despesas de depreciação e amortização, todos determinados de acordo com os princípios contábeis geralmente aceitos no Brasil; e

c) “Passivo(s)” significa o valor principal dos títulos e valores mobiliários representativos de dívida emitidos junto a instituições financeiras registrados no balanço consolidado da CREDITADA nas datas de medição, todos determinados de acordo com os princípios contábeis geralmente aceitos no Brasil.”

9

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

CLÁUSULA SÉTIMA –– Em razão da previsão de hipóteses de pagamento antecipado obrigatório, a Cláusula Décima Terceira da Cédula ora aditada passará a ter a seguinte redação, sendo as demais sucessivamente renumeradas:

PAGAMENTO ANTECIPADO OBRIGATÓRIO

CLÁUSULA DÉCIMA TERCEIRA – Obrigamo-nos a liquidar antecipadamente a totalidade dos valores devidos nos termos desta Cédula, aí incluídos os valores de Principal e Encargos Financeiros, na hipótese da ocorrência de qualquer dos seguintes eventos, mediante solicitação prévia com, no mínimo, 5 (cinco) dias úteis de antecedência, por escrito, da CAIXA:

a)mudança no nosso objeto social de forma a alterar as atuais atividades principais ou a agregar a essas atividades novos negócios que tenham prevalência ou possam representar desvios em relação às atividades atualmente desenvolvidas sem prévia anuência da CAIXA, a qual não deverá ser negada sem justificativa;

b)realização de qualquer tipo de reestruturação societária, tais como fusão, incorporação ou cisão, salvo se a cisão for parcial e não for superior a 10% do nosso patrimônio líquido, sem a prévia anuência da CAIXA, a qual não deverá ser negada sem justificativa, excetuado se dentro do grupo econômico;

c)aquisição do controle acionário de sociedades que resulte na alteração do nosso objeto principal, de forma a alterar as atuais atividades principais ou a agregar a essas atividades novos negócios que tenham prevalência ou possam representar desvios em relação às atividades atualmente desenvolvidas, sem a prévia anuência da CAIXA, a qual não deverá ser negada sem justificativa;

d)alteração direta ou indireta do controle acionário da CREDITADA ou de qualquer controlada, sem a prévia anuência da CAIXA, com definição da expressão controle acionário extraída do artigo 116 da Lei nº 6.404, de 15.12.1976 e/ou celebração ou assunção de obrigação (condicional ou de outra forma) por parte da CREDITADA ou de seus acionistas diretos ou indiretos, para fazê-lo, exceto no âmbito do processo de recuperação judicial (Chapter 11 proceeding) da NII Holdings, Inc., desde que os novos controladores sejam umas ou mais das Pessoas identificadas no Anexo 13(d).

CLÁUSULA OITAVA –– Incluir o Anexo 13(d) à Cédula nos exatos termos do Anexo C deste aditivo.

CLÁUSULA NONA –– Em razão da inclusão da subordinação das obrigações assumidas pela CREDITADA perante qualquer de suas partes relacionadas e da obrigação da CREDITADA em manter em caixa, em cada data de verificação, recursos imediatamente disponíveis ou em aplicações financeiras com liquidez imediata, as Cláusulas Décima Quarta e Décima Quinta da Cédula ora aditada passarão a ter a seguinte redação, sendo as demais sucessivamente renumeradas:

SUBORDINAÇÃO

CLÁUSULA DÉCIMA QUARTA – A CREDITADA concorda expressamente que todas e quaisquer obrigações assumidas pela CREDITADA perante quaisquer de suas Partes Relacionadas são subordinadas às obrigações previstas nesta Cédula. Da mesma forma, a CREDITADA concorda que nenhum valor será pago a suas Partes Relacionadas antes da liquidação integral das obrigações previstas nesta Cédula, inclusive na hipótese de falência, liquidação ou dissolução da CREDITADA, exceto quaisquer pagamentos realizados entre a CREDITADA e a Avalista.

SALDO MÍNIMO

CLÁUSULA DÉCIMA QUINTA – A CREDITADA deverá manter em caixa, em cada Data de Verificação, recursos imediatamente disponíveis ou aplicações financeiras, no valor mínimo de R$200.000.000,00 (duzentos milhões de reais) (“Saldo Mínimo”), e deverá comprovar à CAIXA, por meio de (i) balancetes semestrais não auditados encerrados em 30 de junho entregues à CAIXA até o dia 15 de agosto de cada ano; e (ii) demonstrações financeiras encerradas em 31 de dezembro, consolidadas e auditadas,

10

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

entregues à CAIXA até o dia 5 de maio de cada ano. Para fins desta Cédula, considera-se “Data de Verificação” as datas de 30 de junho e 31 de dezembro de cada ano.

CLÁUSULA DÉCIMA – A atual Cláusula Trigésima Primeira da Cédula passa a viger com a seguinte redação:

“CESSÃO

CLÁSULA TRIGÉSIMA PRIMEIRA -Esta Cédula poderá ser objeto de cessão e endosso por parte da CAIXA, no todo ou em parte, mediante aviso prévio (com 10 (dez) dias úteis de antecedência) à CREDITADA, nos termos da legislação civil e comercial, ressalvado que, até a 15 de setembro de 2015, a presente Cédula somente poderá ser cedida e/ou endossada mediante o consentimento expresso e por escrito da CREDITADA.”

CLÁUSULA DÉCIMA PRIMEIRA - É devida a Tarifa de Customização de Operação de Crédito, cujo pagamento pela CREDITADA é realizado na data de assinatura deste Primeiro Aditamento, no percentual de 0,60% (sessenta centésimos por cento) do valor repactuado, equivalente ao valor de R$3.146.008,88 (três milhões, cento e quarenta e seis mil e oito reais e oitenta e oito centavos) referente ao dia 13 de fevereiro de 2013 a ser atualizada na data da celebração deste Primeiro Aditamento.

CLÁUSULA DÉCIMASEGUNDA - A CREDITADA declara, nesta data, o saldo devedor da Cédula, como dívida líquida e certa, e promete pagá-la nas datas e nos termos previstos em referido instrumento, conforme aditado por este Primeiro Aditamento.

CLÁUSULA DÉCIMA TERCEIRA – A CREDITADA levará o presente instrumento a registro no Registro de Títulos e Documentos da Comarca de São Paulo, Capital. As despesas relativas ao referido registro serão suportadas pela CREDITADA, que, desde já, autoriza o débito dos respectivos valores em sua conta de depósito nº 1859-6, Operação 003, mantida na agência nº 3150 da CAIXA.

CLÁUSULA DÉCIMAQUARTA – Todas as demais cláusulas e condições da Cédula, conforme aditada pelo seu Primeiro Aditamento, que não tenham sido expressamente alteradas pelo presente Primeiro Aditamento, ficam ratificadas permanecendo íntegras e em vigor para todos os efeitos de direito.

E, por estarem de perfeito acordo, a CREDITADA emite o presente Primeiro Aditamento à Cédula, devidamente assinado e em 4 (quatro) vias de igual teor, sendo somente a primeira delas (a via do banco) negociável, que passa a fazer parte integrante e indissociável da Cédula.

São Paulo, 13 de fevereiro de 2015.

11

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

CREDITADA:

/s/ Sultana Shamim Kahn	/s/ Gokul V. Hemmady
Assinatura da CREDITADA	Assinatura da CREDITADA
NEXTEL TELECOMUNICAÇÕES LTDA.	NEXTEL TELECOMUNICAÇÕES LTDA.
CNPJ: 66.970.229/0001-67	CNPJ: 66.970.229/0001-67
Representante Legal: Sultana Shamim Kahn	Representante Legal: Gokul V. Hemmady
CPF:	CPF:
Cargo:	Cargo:

AVALISTA:

/s/ Sultana Shamim Kahn	/s/ Gokul V. Hemmady
Assinatura da AVALISTA	Assinatura da AVALISTA
NEXTEL TELECOMUNICAÇÕES S.A.	NEXTEL TELECOMUNICAÇÕES S.A.
CNPJ: 00.169.369/0001-22	CNPJ: 00.169.369/0001-22
Representante Legal: Sultana Shamim Kahn	Representante Legal: Gokul V. Hemmady
CPF:	CPF:
Cargo:	Cargo:

Identificação do Gerente Concessor/Conferência de Assinaturas - Termo de Aditamento - Investimentos

Nº. da Cédula	Nº. do Termo de Aditamento	Valor - R$	Data do Termo de Aditamento
21.3150.777.0000001- 97	1	R$ 640.000.000,00 (seiscentos e quarenta milhões de reais)	13/02/2015

Nome do gerente	Matrícula
Fernando Ciotti	C053011.7

Atesto que as assinaturas constantes da Cédula referenciada são verdadeiras e que foram devidamente conferidas pelo empregado habilitado abaixo assinado, que reconheceu como válidas as assinaturas da CREDITADA de acordo com Ficha de Abertura e Autógrafos ou documento original de identificação (RG e CPF).

/s/ Marcelo Santana Da Silva	/s/ Fernando Ciotti
Assinatura, sob carimbo, do caixa Caixa Econômica Federal	Assinatura, sob carimbo, do gerente concessor Caixa Econômica Federal

12

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

CAIXA:

/s/ Luiz Gustavo Silva Portela	/s/ Flavia Silva Nogueira
Assinatura da CAIXA	Assinatura da CAIXA
CAIXA ECONÔMICA FEDERAL	CAIXA ECONÔMICA FEDERAL
CNPJ: 00.360.305/0001-04	CNPJ: 00.360.305/0001-04
Representante Legal: Superintendente Executivo	Representante Legal: Superintendente Regional S.E.
CPF:	CPF:
Cargo:	Cargo:

13

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

ANEXO A

Anatel Bonds

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
Fator Seguradora	107750002008	22/05/2015	31.953.196,80	10.333.851,80	Anatel	Performance
Fator Seguradora	107750002007	22/05/2015	106.981.056,00	92.262.140,80	Anatel	Performance
Fator Seguradora	107750002009	22/05/2015	12.034.668,80	3.892.082,68	Anatel	Performance
Fator Seguradora	107750002010	22/05/2015	78.678.521,60	25.445.096,69	Anatel	Performance
Fator Seguradora	107750002011	22/05/2015	102.360.137,60	88.276.988,28	Anatel	Performance
Austral	207750007111	01/08/2015	124.008.416,00	65.649.503,39	Anatel	Performance
Austral	207750007112	01/08/2015	78.412.768,00	41.511.370,31	Anatel	Performance
ABC Brasil	3234214	22/05/2015	3.608.505,60	2.728.442,72	Anatel	Performance
ABC Brasil	3234314	22/05/2015	6.615.884,80	5.002.365,17	Anatel	Performance
ABC Brasil	3234514	22/05/2015	3.226.832,00	2.439.853,85	Anatel	Performance
ABC Brasil	3234614	22/05/2015	4.091.046,40	3.093.298,72	Anatel	Performance
ABC Brasil	3234814	22/05/2015	196.000,00	148.198,40	Anatel	Performance

14

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Garantias Judiciais

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
J.Malucelli	02-0750-0153113	16/09/2015	21.138,87	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0172306	12/04/2017	2.895.905,52	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176534	18/06/2015	76.729,88	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176537	18/06/2015	78.422,32	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176530	18/06/2015	1.257.834,06	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176531	18/06/2015	23.500,50	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176532	18/06/2015	1.177.852,22	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176515	18/06/2015	21.345,34	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176516	18/06/2015	88.434,96	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176506	18/06/2015	456.063,94	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176509	18/06/2015	276.283,07	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176517	18/06/2015	14.438,48	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176518	18/06/2015	136.949,70	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176514	18/06/2015	223.402,69	R$ -	Judicial	Fiscal

15

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

J.Malucelli	02-0775-0176520	18/06/2015	92.065,36	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176521	18/06/2015	1.750.218,72	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176522	18/06/2015	71.460,17	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176523	18/06/2015	47.121,37	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176524	18/06/2015	360.720,38	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176542	18/06/2015	333.166,30	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176553	18/06/2015	8.940,89	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176556	18/06/2015	811.395,28	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176560	18/06/2015	21.998,00	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176557	18/06/2015	92.826,79	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176562	18/06/2015	260.876,12	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176563	18/06/2015	29.785,74	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176564	18/06/2015	30.740,50	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176569	18/06/2015	254.434,11	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176572	18/06/2015	8.824,19	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176575	18/06/2015	1.296.866,18	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176540	18/06/2015	15.251,54	R$ -	Judicial	Fiscal

16

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

J.Malucelli	02-0775-0176535	18/06/2015	1.295.938,55	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176519	18/06/2015	20.199.768,82	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176558	18/06/2015	42.620,54	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0177267	27/06/2015	409.674,13	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0177686	03/07/2015	5.309.016,52	R$ -	Judicial	Cível
J.Malucelli	02-0775-0177861	05/07/2015	164.164,66	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178391	12/07/2015	127.564,71	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178389	12/07/2015	101.439,09	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178403	12/07/2015	621.692,33	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178406	12/07/2015	156.235,72	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178374	12/07/2015	275.000,10	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178375	12/07/2015	212.592,26	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178373	12/07/2015	8.667,96	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178387	12/07/2015	20.920,53	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178400	12/07/2015	11.732,88	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178782	17/07/2015	226.270,84	R$ -	Judicial	Cível
J.Malucelli	02-0775-0180237	07/08/2015	134.947,72	R$ -	Judicial	Cível

17

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

J.Malucelli	02-0775-0181853	28/08/2015	47.034,28	R$ -	Judicial	Cível
J.Malucelli	02-0775-0182434	06/09/2015	97.500,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0182988	12/09/2015	29.120,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0184951	09/10/2015	7.551,21	R$ -	Judicial	Cível
Austral	207750002557	22/11/2015	1.097.676,50	R$ -	Judicial	Fiscal
Austral	207750002558	22/11/2015	904.905,15	R$ -	Judicial	Fiscal
Austral	207750002559	22/11/2015	180.207,80	R$ -	Judicial	Fiscal
Austral	207750002592	06/12/2015	1.980.865,67	R$ -	Judicial	Fiscal
Austral	207760000700	07/12/2015	26.520,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0189993	12/12/2015	26.137,42	R$ -	Judicial	Cível
J.Malucelli	02-0775-0192902	17/01/2016	14.170,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0195357	25/02/2016	27.047,80	R$ -	Judicial	Cível
J.Malucelli	02-0775-0194208	06/02/2018	185.024,63	R$ -	Judicial	Fiscal
Austral	207750003098	02/04/2016	1.445.356,78	R$ -	Judicial	Fiscal
Austral	207750003101	04/04/2016	32.235.939,45	R$ -	Judicial	Fiscal
Austral	207750003057	25/03/2016	5.018.419,22	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0240720	12/06/2016	2.487.364,30	R$ -	Judicial	Fiscal

18

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Austral	207760001007	02/04/2016	17.725,27	R$ -	Judicial	Cível
Austral	207760001042	30/04/2016	27.120,00	R$ -	Judicial	Cível
Austral	207750003439	17/05/2016	2.133,27	R$ -	Judicial	Fiscal
Austral	207750003448	17/05/2016	2.176,93	R$ -	Judicial	Fiscal
Austral	207750003440	17/05/2016	7.276,00	R$ -	Judicial	Fiscal
Austral	207750003494	17/05/2016	16.390,94	R$ -	Judicial	Fiscal
Austral	207750003443	17/05/2016	19.719,22	R$ -	Judicial	Fiscal
Austral	207750003447	17/05/2016	36.751,03	R$ -	Judicial	Fiscal
Austral	207750003434	17/05/2016	38.680,14	R$ -	Judicial	Fiscal
Austral	207750003449	17/05/2016	108.774,80	R$ -	Judicial	Fiscal
Austral	207750003445	17/05/2016	124.340,12	R$ -	Judicial	Fiscal
Austral	207750003442	17/05/2016	302.352,18	R$ -	Judicial	Fiscal
Austral	207750003444	17/05/2016	325.548,35	R$ -	Judicial	Fiscal
Austral	207750003441	17/05/2016	382.094,86	R$ -	Judicial	Fiscal
Austral	207750003435	17/05/2016	704.006,80	R$ -	Judicial	Fiscal
Austral	207750003437	17/05/2016	759.528,65	R$ -	Judicial	Fiscal
Austral	207750003436	17/05/2016	911.966,24	R$ -	Judicial	Fiscal

19

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Austral	207750003438	17/05/2016	3.738.083,37	R$ -	Judicial	Fiscal
Austral	207760001075	17/05/2016	236.046,95	R$ -	Judicial	Fiscal
Austral	207760001076	17/05/2016	1.355.034,00	R$ -	Judicial	Cível
Austral	207750003501	17/05/2016	224.355,62	R$ -	Judicial	Fiscal
Austral	207750003499	17/05/2016	328.657,17	R$ -	Judicial	Fiscal
Austral	207750003500	17/05/2016	10.722,22	R$ -	Judicial	Fiscal
Austral	207550003498	17/05/2016	53.759,75	R$ -	Judicial	Fiscal
Austral	207750003497	17/05/2016	97.665,75	R$ -	Judicial	Fiscal
Austral	207750003558	07/06/2018	511.602,98	R$ -	Judicial	Fiscal
Austral	207760001107	07/06/2016	21.320,00	R$ -	Judicial	Cível
Austral	207750003578	10/06/2016	183.410,46	R$ -	Judicial	Fiscal
Austral	207750003580	10/06/2016	14.334,57	R$ -	Judicial	Fiscal
Austral	207760001120	19/06/2016	29.856,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0197717	03/03/2016	961.621,81	R$ -	Judicial	Fiscal
J.Malucelli	207750208489	30/07/2016	428.433,59	R$ -	Judicial	Fiscal
Austral	207750004034	05/09/2016	69.255,10	R$ -	Judicial	Cível
Austral	207750004148	23/09/2016	70.769,16	R$ -	Judicial	Fiscal

20

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Austral	207750004150	23/09/2016	3.979,27	R$ -	Judicial	Fiscal
Austral	207750004146	23/09/2016	5.526,80	R$ -	Judicial	Fiscal
Austral	207750004147	23/09/2016	2.711,62	R$ -	Judicial	Fiscal
Austral	207750004145	23/09/2016	7.636,74	R$ -	Judicial	Fiscal
Austral	207760001306	01/10/2016	26.126.13	R$ -	Judicial	Cível
Austral	207750005249	06/12/2015	562.418,41	R$ -	Judicial	Fiscal
Austral	207750005248	22/11/2015	199.202,55	R$ -	Judicial	Fiscal
Austral	207750005251	22/11/2015	72.072,42	R$ -	Judicial	Fiscal
Austral	207750005250	22/11/2015	130.423,91	R$ -	Judicial	Fiscal
Ace Seguros	17.75.0000654.12	18/02/2017	69.255,10	R$ -	Judicial	Cível
Ace Seguros	17.75.0000684.12	01/04/2017	2.134.282,67	R$ -	Judicial	Cível
Ace Seguros	17.75.0000746.12	09/05/2017	133.705,00	R$ -	Judicial	Cível
Ace Seguros	17.75.0000747.12	09/05/2017	142.211,89	R$ -	Judicial	Cível
Austral	20776001487	07/12/2015	1.531,61	R$ -	Judicial	Trabalhista
Itaú BBA	KH4.04/04	Indeterminado	8.731.962,57	9.530.947,21	Judicial	Fiscal
Santander	180766506	Indeterminado	4.407.770,67	R$ -	Judicial	Fiscal
Bradesco	2.029.910-P	Indeterminado	1.427.788,00	R$ -	Judicial	Fiscal

21

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Bradesco	2.032.715-4	Indeterminado	271.096,13	R$ -	Judicial	Fiscal
Bradesco	2.034.604-3	Indeterminado	1.008.244,00	R$ -	Judicial	Fiscal
Bradesco	2.040.906-1	14/09/2015	233.784,00	R$ -	Judicial	Trabalhista
Bradesco	2.042.526-1	Indeterminado	647.720,81	R$ -	Judicial	Fiscal
Bradesco	2.043.461-9	Indeterminado	3.982.922,59	R$ -	Judicial	Fiscal
Bradesco	2.043.325-6	Indeterminado	1.304.356,12	R$ -	Judicial	Fiscal
Bradesco	2.045.058-4	Indeterminado	586.218,01	R$ -	Judicial	Fiscal
Bradesco	2.046.903-P	Indeterminado	1.091.596,02	R$ -	Judicial	Fiscal
Bradesco	2.047.296-0	Indeterminado	2.229.530,43	R$ -	Judicial	Ambiental
Bradesco	2.047.609-5	Indeterminado	16.364,00	R$ -	Judicial	Fiscal
Bradesco	2.047.808-p	Indeterminado	2.958.345,56	R$ -	Judicial	Fiscal
Bradesco	2.053.184-3	Indeterminado	778.511,95	R$ -	Judicial	Fiscal
Bradesco	2.054.290-p	Indeterminado	11.580.289,00	R$ -	Judicial	Fiscal
Bradesco	2.053.185-1	Indeterminado	21.773.289,00	R$ -	Judicial	Fiscal
Bradesco	2.053.186-p	Indeterminado	26.699.435,32	R$ -	Judicial	Fiscal
Bradesco	2.053.246-7	Indeterminado	82.824,35	R$ -	Judicial	Fiscal
Bradesco	2.058.354-1	Indeterminado	37.809.554,62	R$ -	Judicial	Fiscal

22

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Bradesco	2.059.775-5	Indeterminado	136.779,87	R$ -	Judicial	Trabalhista
Bradesco	2.060.546-4	Indeterminado	1.415.522,58	R$ -	Judicial	Fiscal
Bradesco	2.060.544-8	Indeterminado	257.399,77	R$ -	Judicial	Fiscal
Bradesco	2.060.545-6	Indeterminado	2.656.570,48	R$ -	Judicial	Fiscal
Caixa Geral	0061/12	Indeterminado	9.700.359,77	13.248.861,10	Judicial	Fiscal
HSBC	04540476736/001	31/07/2015	4.823.318,15	R$ -	Judicial	Fiscal
HSBC	04540482388/001	24/08/2015	2.812.489,04	R$ -	Judicial	Fiscal
HSBC	4540487584/001	10/09/2015	737.532,37	R$ -	Judicial	Fiscal
ABC Brasil	3258414	Indeterminado	1.259.491,51	1.342.719,90	Judicial	Fiscal

23

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Outras Garantias

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
J.Malucelli	02-0750-0153112	02/09/2015	60.507,96	R$ -	Outros	Concessão de Uso
J.Malucelli	02-0775-0244382	04/07/2015	12.923,64	R$ -	Outros	Concessão de Uso
Bradesco	2.027.032-2	27/12/2017	562.930,36	R$ -	Outros	Concessão de Uso
Safra	307.136-1	09/02/2015	2.409.968,88	R$ -	Outros	Fiança Locatícia
Safra	307.561-7	02/01/2015	1.470.426,57	R$ -	Outros	Fiança Locatícia

Garantia em Juízo

	Bloqueio	Deposito Judicial	Bens em Garantia
TOTAL	4.364.578,71	118.277.753,26	86.116.309

24

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

ANEXO B

Anatel Bonds

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
Fator Seguradora	107750002008	22/05/2015	31.953.196,80	10.333.851,80	Anatel	Performance
Fator Seguradora	107750002007	22/05/2015	106.981.056,00	92.262.140,80	Anatel	Performance
Fator Seguradora	107750002009	22/05/2015	12.034.668,80	3.892.082,68	Anatel	Performance
Fator Seguradora	107750002010	22/05/2015	78.678.521,60	25.445.096,69	Anatel	Performance
Fator Seguradora	107750002011	22/05/2015	102.360.137,60	88.276.988,28	Anatel	Performance
Austral	207750007111	01/08/2015	124.008.416,00	65.649.503,39	Anatel	Performance
Austral	207750007112	01/08/2015	78.412.768,00	41.511.370,31	Anatel	Performance
ABC Brasil	3234214	22/05/2015	3.608.505,60	2.728.442,72	Anatel	Performance
ABC Brasil	3234314	22/05/2015	6.615.884,80	5.002.365,17	Anatel	Performance
ABC Brasil	3234514	22/05/2015	3.226.832,00	2.439.853,85	Anatel	Performance
ABC Brasil	3234614	22/05/2015	4.091.046,40	3.093.298,72	Anatel	Performance
ABC Brasil	3234814	22/05/2015	196.000,00	148.198,40	Anatel	Performance

25

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Garantias Judiciais

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
J.Malucelli	02-0750-0153113	16/09/2015	21.138,87	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0172306	12/04/2017	2.895.905,52	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176534	18/06/2015	76.729,88	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176537	18/06/2015	78.422,32	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176530	18/06/2015	1.257.834,06	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176531	18/06/2015	23.500,50	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176532	18/06/2015	1.177.852,22	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176515	18/06/2015	21.345,34	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176516	18/06/2015	88.434,96	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176506	18/06/2015	456.063,94	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176509	18/06/2015	276.283,07	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176517	18/06/2015	14.438,48	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176518	18/06/2015	136.949,70	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176514	18/06/2015	223.402,69	R$ -	Judicial	Fiscal

26

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

J.Malucelli	02-0775-0176520	18/06/2015	92.065,36	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176521	18/06/2015	1.750.218,72	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176522	18/06/2015	71.460,17	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176523	18/06/2015	47.121,37	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176524	18/06/2015	360.720,38	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176542	18/06/2015	333.166,30	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176553	18/06/2015	8.940,89	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176556	18/06/2015	811.395,28	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176560	18/06/2015	21.998,00	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176557	18/06/2015	92.826,79	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176562	18/06/2015	260.876,12	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176563	18/06/2015	29.785,74	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176564	18/06/2015	30.740,50	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176569	18/06/2015	254.434,11	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176572	18/06/2015	8.824,19	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176575	18/06/2015	1.296.866,18	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176540	18/06/2015	15.251,54	R$ -	Judicial	Fiscal

27

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

J.Malucelli	02-0775-0176535	18/06/2015	1.295.938,55	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176519	18/06/2015	20.199.768,82	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176558	18/06/2015	42.620,54	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0177267	27/06/2015	409.674,13	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0177686	03/07/2015	5.309.016,52	R$ -	Judicial	Cível
J.Malucelli	02-0775-0177861	05/07/2015	164.164,66	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178391	12/07/2015	127.564,71	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178389	12/07/2015	101.439,09	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178403	12/07/2015	621.692,33	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178406	12/07/2015	156.235,72	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178374	12/07/2015	275.000,10	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178375	12/07/2015	212.592,26	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178373	12/07/2015	8.667,96	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178387	12/07/2015	20.920,53	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178400	12/07/2015	11.732,88	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178782	17/07/2015	226.270,84	R$ -	Judicial	Cível
J.Malucelli	02-0775-0180237	07/08/2015	134.947,72	R$ -	Judicial	Cível

28

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

J.Malucelli	02-0775-0181853	28/08/2015	47.034,28	R$ -	Judicial	Cível
J.Malucelli	02-0775-0182434	06/09/2015	97.500,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0182988	12/09/2015	29.120,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0184951	09/10/2015	7.551,21	R$ -	Judicial	Cível
Austral	207750002557	22/11/2015	1.097.676,50	R$ -	Judicial	Fiscal
Austral	207750002558	22/11/2015	904.905,15	R$ -	Judicial	Fiscal
Austral	207750002559	22/11/2015	180.207,80	R$ -	Judicial	Fiscal
Austral	207750002592	06/12/2015	1.980.865,67	R$ -	Judicial	Fiscal
Austral	207760000700	07/12/2015	26.520,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0189993	12/12/2015	26.137,42	R$ -	Judicial	Cível
J.Malucelli	02-0775-0192902	17/01/2016	14.170,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0195357	25/02/2016	27.047,80	R$ -	Judicial	Cível
J.Malucelli	02-0775-0194208	06/02/2018	185.024,63	R$ -	Judicial	Fiscal
Austral	207750003098	02/04/2016	1.445.356,78	R$ -	Judicial	Fiscal
Austral	207750003101	04/04/2016	32.235.939,45	R$ -	Judicial	Fiscal
Austral	207750003057	25/03/2016	5.018.419,22	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0240720	12/06/2016	2.487.364,30	R$ -	Judicial	Fiscal

29

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Austral	207760001007	02/04/2016	17.725,27	R$ -	Judicial	Cível
Austral	207760001042	30/04/2016	27.120,00	R$ -	Judicial	Cível
Austral	207750003439	17/05/2016	2.133,27	R$ -	Judicial	Fiscal
Austral	207750003448	17/05/2016	2.176,93	R$ -	Judicial	Fiscal
Austral	207750003440	17/05/2016	7.276,00	R$ -	Judicial	Fiscal
Austral	207750003494	17/05/2016	16.390,94	R$ -	Judicial	Fiscal
Austral	207750003443	17/05/2016	19.719,22	R$ -	Judicial	Fiscal
Austral	207750003447	17/05/2016	36.751,03	R$ -	Judicial	Fiscal
Austral	207750003434	17/05/2016	38.680,14	R$ -	Judicial	Fiscal
Austral	207750003449	17/05/2016	108.774,80	R$ -	Judicial	Fiscal
Austral	207750003445	17/05/2016	124.340,12	R$ -	Judicial	Fiscal
Austral	207750003442	17/05/2016	302.352,18	R$ -	Judicial	Fiscal
Austral	207750003444	17/05/2016	325.548,35	R$ -	Judicial	Fiscal
Austral	207750003441	17/05/2016	382.094,86	R$ -	Judicial	Fiscal
Austral	207750003435	17/05/2016	704.006,80	R$ -	Judicial	Fiscal
Austral	207750003437	17/05/2016	759.528,65	R$ -	Judicial	Fiscal
Austral	207750003436	17/05/2016	911.966,24	R$ -	Judicial	Fiscal

30

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Austral	207750003438	17/05/2016	3.738.083,37	R$ -	Judicial	Fiscal
Austral	207760001075	17/05/2016	236.046,95	R$ -	Judicial	Fiscal
Austral	207760001076	17/05/2016	1.355.034,00	R$ -	Judicial	Cível
Austral	207750003501	17/05/2016	224.355,62	R$ -	Judicial	Fiscal
Austral	207750003499	17/05/2016	328.657,17	R$ -	Judicial	Fiscal
Austral	207750003500	17/05/2016	10.722,22	R$ -	Judicial	Fiscal
Austral	207550003498	17/05/2016	53.759,75	R$ -	Judicial	Fiscal
Austral	207750003497	17/05/2016	97.665,75	R$ -	Judicial	Fiscal
Austral	207750003558	07/06/2018	511.602,98	R$ -	Judicial	Fiscal
Austral	207760001107	07/06/2016	21.320,00	R$ -	Judicial	Cível
Austral	207750003578	10/06/2016	183.410,46	R$ -	Judicial	Fiscal
Austral	207750003580	10/06/2016	14.334,57	R$ -	Judicial	Fiscal
Austral	207760001120	19/06/2016	29.856,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0197717	03/03/2016	961.621,81	R$ -	Judicial	Fiscal
J.Malucelli	207750208489	30/07/2016	428.433,59	R$ -	Judicial	Fiscal
Austral	207750004034	05/09/2016	69.255,10	R$ -	Judicial	Cível
Austral	207750004148	23/09/2016	70.769,16	R$ -	Judicial	Fiscal

31

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Austral	207750004150	23/09/2016	3.979,27	R$ -	Judicial	Fiscal
Austral	207750004146	23/09/2016	5.526,80	R$ -	Judicial	Fiscal
Austral	207750004147	23/09/2016	2.711,62	R$ -	Judicial	Fiscal
Austral	207750004145	23/09/2016	7.636,74	R$ -	Judicial	Fiscal
Austral	207760001306	01/10/2016	26.126.13	R$ -	Judicial	Cível
Austral	207750005249	06/12/2015	562.418,41	R$ -	Judicial	Fiscal
Austral	207750005248	22/11/2015	199.202,55	R$ -	Judicial	Fiscal
Austral	207750005251	22/11/2015	72.072,42	R$ -	Judicial	Fiscal
Austral	207750005250	22/11/2015	130.423,91	R$ -	Judicial	Fiscal
Ace Seguros	17.75.0000654.12	18/02/2017	69.255,10	R$ -	Judicial	Cível
Ace Seguros	17.75.0000684.12	01/04/2017	2.134.282,67	R$ -	Judicial	Cível
Ace Seguros	17.75.0000746.12	09/05/2017	133.705,00	R$ -	Judicial	Cível
Ace Seguros	17.75.0000747.12	09/05/2017	142.211,89	R$ -	Judicial	Cível
Austral	20776001487	07/12/2015	1.531,61	R$ -	Judicial	Trabalhista
Itaú BBA	KH4.04/04	Indeterminado	8.731.962,57	9.530.947,21	Judicial	Fiscal
Santander	180766506	Indeterminado	4.407.770,67	R$ -	Judicial	Fiscal
Bradesco	2.029.910-P	Indeterminado	1.427.788,00	R$ -	Judicial	Fiscal

32

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Bradesco	2.032.715-4	Indeterminado	271.096,13	R$ -	Judicial	Fiscal
Bradesco	2.034.604-3	Indeterminado	1.008.244,00	R$ -	Judicial	Fiscal
Bradesco	2.040.906-1	14/09/2015	233.784,00	R$ -	Judicial	Trabalhista
Bradesco	2.042.526-1	Indeterminado	647.720,81	R$ -	Judicial	Fiscal
Bradesco	2.043.461-9	Indeterminado	3.982.922,59	R$ -	Judicial	Fiscal
Bradesco	2.043.325-6	Indeterminado	1.304.356,12	R$ -	Judicial	Fiscal
Bradesco	2.045.058-4	Indeterminado	586.218,01	R$ -	Judicial	Fiscal
Bradesco	2.046.903-P	Indeterminado	1.091.596,02	R$ -	Judicial	Fiscal
Bradesco	2.047.296-0	Indeterminado	2.229.530,43	R$ -	Judicial	Ambiental
Bradesco	2.047.609-5	Indeterminado	16.364,00	R$ -	Judicial	Fiscal
Bradesco	2.047.808-p	Indeterminado	2.958.345,56	R$ -	Judicial	Fiscal
Bradesco	2.053.184-3	Indeterminado	778.511,95	R$ -	Judicial	Fiscal
Bradesco	2.054.290-p	Indeterminado	11.580.289,00	R$ -	Judicial	Fiscal
Bradesco	2.053.185-1	Indeterminado	21.773.289,00	R$ -	Judicial	Fiscal
Bradesco	2.053.186-p	Indeterminado	26.699.435,32	R$ -	Judicial	Fiscal
Bradesco	2.053.246-7	Indeterminado	82.824,35	R$ -	Judicial	Fiscal
Bradesco	2.058.354-1	Indeterminado	37.809.554,62	R$ -	Judicial	Fiscal

33

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Bradesco	2.059.775-5	Indeterminado	136.779,87	R$ -	Judicial	Trabalhista
Bradesco	2.060.546-4	Indeterminado	1.415.522,58	R$ -	Judicial	Fiscal
Bradesco	2.060.544-8	Indeterminado	257.399,77	R$ -	Judicial	Fiscal
Bradesco	2.060.545-6	Indeterminado	2.656.570,48	R$ -	Judicial	Fiscal
Caixa Geral	0061/12	Indeterminado	9.700.359,77	13.248.861,10	Judicial	Fiscal
HSBC	04540476736/001	31/07/2015	4.823.318,15	R$ -	Judicial	Fiscal
HSBC	04540482388/001	24/08/2015	2.812.489,04	R$ -	Judicial	Fiscal
HSBC	4540487584/001	10/09/2015	737.532,37	R$ -	Judicial	Fiscal
ABC Brasil	3258414	Indeterminado	1.259.491,51	1.342.719,90	Judicial	Fiscal

34

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Outras Garantias

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
J.Malucelli	02-0750-0153112	02/09/2015	60.507,96	R$ -	Outros	Concessão de Uso
J.Malucelli	02-0775-0244382	04/07/2015	12.923,64	R$ -	Outros	Concessão de Uso
Bradesco	2.027.032-2	27/12/2017	562.930,36	R$ -	Outros	Concessão de Uso
Safra	307.136-1	09/02/2015	2.409.968,88	R$ -	Outros	Fiança Locatícia
Safra	307.561-7	02/01/2015	1.470.426,57	R$ -	Outros	Fiança Locatícia

Garantia em Juízo

	Bloqueio	Deposito Judicial	Bens em Garantia
TOTAL	4.364.578,71	118.277.753,26	86.116.309

35

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

Exhibit 99.15

PRIMEIRO ADITAMENTO À CÉDULA DE CRÉDITO BANCÁRIO Nº 21.3150.777.0000001- 97 – INVESTIMENTOS

Financiamentos

BANCO	NÚMERO DO CONTRATO	DATA DA CONTRATAÇÃO	VALOR DO CONTRATO	TIPO
Banco do Brasil	307.001.181	31/10/2012	400.000.000,00	CCB
Caixa Econômica Federal	21.3150.777.0000001-97	08/12/2011	640.000.000,00	CCB
China Development Bank	Non-Sinosure	20/04/2012	250.000.000,00	Empréstimo
China Development Bank	Sinosure	20/04/2012	250.000.000,00	Empréstimo
Banco do Brasil	21/00631-8	20/12/2010	927.040,00	FINAME
Banco do Brasil	40/009 01-7 / 40/008 96-7	27/06/2013	136.061,98	FINAME
Banco do Brasil	40/009 02-5	13/08/2013	107.434,56	FINAME
Banco do Brasil	40/009 01-7	18/02/2014	829.154,53	FINAME
Banco do Brasil	40/009 02-5	21/03/2014	176.265,77	FINAME
Banco do Brasil	40/008 96-7	21/03/2014	68.439,48	FINAME
Banco do Brasil	40/008 97-5	25/06/2013	9.661,50	FINAME

ANEXO C

1)    Capital Research and Management Co.;

2)    Aurelius Capital Management, LP;

3)    JP Morgan Asset Management;

4)    GoldenTree Asset Management;

5)    Empyrean Capital Partners;

6)    Whitebox Advisors;

7)    JMB Capital;

8)    Benefit Street Partners;

9)    Credit Suisse Securities; ou

10)    qualquer das Afiliadas das empresas descritas nos itens (1) a (9), acima.

36

SAC CAIXA: 0800 726 0101 (informações, reclamações, sugestões e elogios)

Para pessoas com deficiência auditiva ou de fala: 0800 726 2492

Ouvidoria: 0800 725 7474

EX-99.16

Exhibit 99.16

PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA., EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

PREÂMBULO:

-----------------------------------------------------------------------------------------------------------------

EMITENTE – NEXTEL TELECOMUNICAÇÕES LTDA., sociedade empresária limitada, com sede na Av. das Nações Unidas, 14.171, 32º andar, Rochavera Crystal Tower, São Paulo (SP), inscrita no CNPJ/MF sob o nº 66.970.229/0001-67, neste ato representada pelos senhores abaixo assinados e qualificados.

-----------------------------------------------------------------------------------------------------------------

CREDOR – BANCO DO BRASIL S.A., sociedade de economia mista, com sede em Brasília, Capital Federal, na SBS Quadra 01, Bloco C, Lote 32 – Setor Bancário Sul, inscrita no CNPJ sob o nº 00.000.000/0001-91, por sua filial, Agência Large Corporate 3070 (SP), localizada na cidade de São Paulo, Estado de São Paulo, na Av. Paulista, 2.300, 2º andar, Cerqueira César, inscrita no CNPJ/MF sob o nº 00.000.000/1947-00, representado pelo Senhor João Marcos Mizobuti, brasileiro, casado, bancário, residente e domiciliado em Atibaia (SP), portador da carteira nacional de habilitação nº 03228530867, emitida por DETRAN/SP, inscrito no CPF/MF sob o nº 059.052.748-78 e pela Senhora Eliane Aparecida Scarponi Sartorelli, brasileira, solteira, bancária, residente e domiciliada em São Caetano do Sul (SP), portador da carteira de identidade nº 22.077.941, emitida por SSP/SP, inscrito no CPF/MF sob o nº 174.173.148-80, abaixo assinados.

-----------------------------------------------------------------------------------------------------------------

CONSIDERANDO QUE, em 31 de outubro de 2012, a EMITENTE emitiu em favor do CREDOR a Cédula de Crédito Bancário No. 307.001.181 no valor de principal de R$400.000.000,00 (quatrocentos milhões de reais) (a “Cédula”); e

CONSIDERANDO QUE a EMITENTE e o CREDOR pretendem aditar a Cédula de forma a alterar a taxa de juros incidente sobre os saldos devedores verificados na Conta de Empréstimo e incluir garantia real e fidejussória adicionais ao cumprimento das obrigações nela constantes, dentre outras disposições;

RESOLVEM, as partes do presente instrumento, celebrar o presente Primeiro Aditivo à Cédula de Crédito Bancário No. 307.001.181, mediante as seguintes cláusulas e condições.

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 2

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

CLÁUSULA PRIMEIRA – ENCARGOS FINANCEIROS –O item 1.2 do Preâmbulo e a Cláusula 4 da Cédula passam a viger com as seguinte redações:

“1.2 DADOS DA OPERAÇÃO DE CRÉDITO:

Valor: R$400.000.000,00 (quatrocentos milhões de reais) (“Principal”)

Vencimento Final: 31/10/2017

Datas de Pagamento dos Encargos Financeiros: março, junho, setembro e dezembro de cada ano (“Datas de Pagamento dos Encargos”)

Número de vias desta Cédula de Crédito Bancário: 1 (uma) via negociável e 3 (três) vias não negociáveis

4. ENCARGOS FINANCEIROS - Sobre os saldos devedores verificados na Conta de Empréstimo, decorrentes do lançamento do valor do Principal, bem assim das quantias dele oriundas, devidas a título de acessórios, taxas e despesas, incidirão encargos financeiros equivalentes a 139,54% (cento e trinta e nove inteiros e cinquenta e quatro centésimos pontos percentuais) da taxa média dos Certificados de Depósitos Interbancários (CDI) (“Encargos Financeiros”), capitalizados diariamente. Referidos Encargos Financeiros, calculados por dias úteis, serão mensalmente levados a débito da Conta de Empréstimo e será exigido integralmente o seu pagamento, trimestralmente, na correspondente Data de Pagamento dos Encargos, conforme definição do item 1.2 do Preâmbulo, no vencimento e na liquidação da dívida. Para fins desta Cédula, a “Conta de Empréstimo” é uma conta vinculada gerida pelo CREDOR para fins de demonstração dos valores devidos pela EMITENTE, observados os débitos e créditos correspondentes aos lançamentos contábeis relativos às movimentações realizadas nos termos desta Cédula.

4.1. Para fins do disposto nesta Cédula, entende-se por (a) “dias úteis” todos os dias, exceto sábados, domingos e feriados bancários nacionais; e por “CDI”, a taxa média dos Certificados de Depósitos Interbancários, over, extragrupo, divulgada pela CETIP S.A. – Mercados Organizados.

4.2. Em caso de extinção, não divulgação ou impossibilidade, por qualquer razão, de utilização das taxas médias diárias do CDI, durante o período em que não for possível a utilização das taxas médias diárias do CDI, será utilizada taxa substitutiva com base

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 3

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

na variação da Taxa Selic do Banco Central do Brasil (Bacen), publicada pela ANDIMA - Associação Nacional das Instituições do Mercado Financeiro ou outra que venha a ser definida em comum acordo entre o CREDOR e a EMITENTE.”

CLÁUSULA SEGUNDA – CONSTITUIÇÃO DE GARANTIA – Para assegurar o cumprimento das obrigações assumidas na Cédula (“Obrigações Garantidas”), a EMITENTE cede e transfere fiduciariamente ao CREDOR, em caráter irrevogável e irretratável, por este ato e na melhor forma de direito, nos termos do § 3º do artigo 66-B da Lei n.º 4.728/65, com a redação dada pela Lei n.º 10.931/04, dos artigos 18 a 20 da Lei n.º 9.514/97, e do Decreto Lei n.º 911/69 e posteriores alterações, e no que for aplicável dos artigos 1.361 e seguintes do Código Civil, a titularidade, o domínio resolúvel e a posse direta e indireta da integralidade dos direitos creditórios sobre os recebíveis, presentes e futuros, decorrentes da prestação de serviços de telecomunicações realizada pela EMITENTE aos seus clientes, abrangendo toda a receita proveniente dos valores recebidos a esse título, os quais sejam arrecadados pelo CREDOR (“Recebíveis”), nos termos abaixo descritos, bem como sobre os recursos depositados ou mantidos na Conta Vinculada (“Direitos Cedidos”).

PARÁGRAFO PRIMEIRO – Os valores relativos a parte dos Recebíveis de que trata o Caput são recebidos pelo CREDOR por meio de arrecadação de guias não compensáveis e débito automático, de acordo com o Termo de Adesão às Cláusulas Gerais do Contrato Único de Prestação de Serviços, celebrado entre o CREDOR e a EMITENTE em 11/12/2014 (“Contrato de Arrecadação”).

PARÁGRAFO SEGUNDO – Doravante, os valores recebidos diariamente no âmbito do Contrato de Arrecadação (“Valores Arrecadados”), representativos de parcela dos Recebíveis e de quaisquer outros créditos, passarão a ser creditados na conta nº 300.003-6, agência 3070-8, de movimentação exclusiva do CREDOR, vinculada à liquidação das obrigações decorrentes da CCB (“Conta Vinculada”), cujo saldo e valores nela creditados diariamente também são ora cedidos fiduciariamente pela EMITENTE ao CREDOR, integrando-se, para todos os efeitos, aos Direitos Cedidos, nos termos do Caput desta Cláusula. A EMITENTE se compromete a, em caráter irrevogável e irretratável, (i) não tomar medidas que visem a receber diretamente qualquer quantia

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 4

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

referente aos Recebíveis; (ii) não alterar, de maneira material, os procedimentos e formas de cobrança dos Recebíveis atualmente em vigor, bem como tomar qualquer medida, ou deixar de tomar, quando aplicável, que vise a ou tenha como efeito diminuir a arrecadação dos Recebíveis pelo CREDOR até a satisfação integral das obrigações da EMITENTE previstas na Cédula; (iii) durante a vigência da Cédula, manter em vigor o Contrato de Arrecadação; e (iv) não ceder, alienar, transferir, vender, onerar, caucionar, empenhar ou gravar ou por qualquer forma negociar os Direitos Cedidos, sem o prévio e expresso consentimento do CREDOR.

PARÁGRAFO TERCEIRO – Fica convencionado que o montante médio mensal dos Valores Arrecadados que transitarão pela Conta Vinculada nos três meses imediatamente anteriores à apuração pelo CREDOR em cada trimestre (“Período”), a ser realizada nos dias 31 de março, 30 de junho, 30 de setembro e 31 de dezembro de cada ano deverá perfazer – e a EMITENTE se obriga a adotar todas as medidas necessárias para que perfaça – o valor mínimo equivalente a R$ 30.000.000,00 (trinta milhões de reais) (“Valor Médio Mínimo”), calculado pelo valor total dos recursos que vierem a ser depositados na Conta Vinculada durante cada Período, dividido por 3 (três). Caso, em determinado Período, o Valor Médio Mínimo não seja verificado pelo CREDOR, o CREDOR poderá, a seu exclusivo critério, declarar imediatamente vencidas, de pleno direito, as obrigações da EMITENTE no âmbito da Cédula. Não obstante, e sem prejuízo ao seu direito avençado no âmbito da presente Cláusula, o CREDOR poderá, a seu exclusivo critério, alternativamente à declaração de vencimento antecipado das obrigações da EMITENTE na presente Cédula, exigir que a EMITENTE,no prazo de 10 (dez) dias a contar da solicitação do CREDOR nesse sentido, deposite na Conta Vinculada, um valor equivalente à diferença entre o Valor Médio Mínimo e o montante mensal médio efetivamente apurado pelo CREDOR nos termos da presente Cláusula (“Valor do Déficit”). Nesse caso, o Valor do Déficit ficará retido na Conta Vinculada até que o Valor Médio Mínimo apurado pelo CREDOR em uma data de apuraçãonos termos da presente cláusula tenha sido reestabelecido.

PARÁGRAFO QUARTO – Sem prejuízo do disposto no parágrafo a seguir, fica o CREDOR, a partir deste ato, legalmente identificado como o único e legítimo titular, em caráter fiduciário, dos Direitos Cedidos, cuja condição perdurará até o integral

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 5

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

adimplemento de todas as obrigações assumidas pela EMITENTE na Cédula, de modo que, ocorrendo o seu cumprimento pela EMITENTE, conforme atestado pelo CREDOR, resolver-se-á a propriedade fiduciária do CREDOR, retornando os Direitos Cedidos à propriedade plena da EMITENTE.

PARÁGRAFO QUINTO – Ressalvada a hipótese de retenção do Valor do Déficit acima contemplada, os Valores Arrecadados serão, diariamente, até às 14h00, liberados à conta de livre movimentação da EMITENTE, após a necessária verificação do CREDOR nas respectivas datas avençadas, e desde que não tenha ocorrido um evento de vencimento antecipado, hipótese de pagamento antecipado obrigatório ou descumprimento de obrigação pecuniária pela EMITENTE.

PARÁGRAFO SEXTO – A EMITENTE declara, neste ato, que:

(i)está autorizada, nos termos da lei e de seu estatuto social, a ceder os Direitos Cedidos de que é titular, bem como cumprir as disposições deste instrumento;

(ii)a celebração deste instrumento não viola nenhuma disposição de seu estatuto social, assim como não infringe ou viola qualquer disposição legal e regulamentos a que está sujeita;

(iii)os Direitos Cedidos estão livres e desembaraçados de quaisquer ônus, encargos, pendências judiciais ou extrajudiciais de qualquer natureza, inclusive fiscais, dúvidas, dívidas e/ou gravames de qualquer natureza, exceto a presente cessão fiduciária de direitos creditórios;

(iv)inexiste impedimento legal contido em avenças de que a EMITENTE seja parte, que vede a presente cessão fiduciária dos Direitos Cedidos ora convencionados, em favor do CREDOR; e

(v)teve prévio conhecimento, de forma clara e suficiente, das atribuições a ela impostas, e que anui a todos os termos do instrumento, e que decidiu, livre e espontaneamente, sem qualquer vício de vontade e consentimento, ceder fiduciariamente os Direitos Cedidos em garantia indivisível, irrevogável e irretratável.

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 6

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

PARÁGRAFO SÉTIMO – A EMITENTE será responsável por todos e quaisquer prejuízos causados ao CREDOR que decorram da falsidade ou inexatidão das declarações e garantias aqui prestadas.

PARÁGRAFO OITAVO – Verificada a ocorrência de um evento de inadimplemento em relação às obrigações pecuniárias assumidas pela EMITENTE na Cédula, observados os respectivos prazos de cura, conforme aplicáveis, todos os valores relativos aos Direitos Cedidos passarão a ser retidos pelo CREDOR na Conta Vinculada e, ocorrendo a decretação do vencimento antecipado da dívida ou hipótese de pagamento antecipado obrigatório nos termos desta Cédula, poderão ser utilizados na amortização das referidas obrigações da EMITENTE, até a sua integral liquidação, nos termos da Cédula, até o limite das Obrigações Garantidas.

PARÁGRAFO NONO – Ocorrendo a decretação do vencimento antecipado da dívida nos termos desta Cédula, o CREDOR poderá, independentemente de qualquer notificação, promover a imediata utilização dos Direitos Cedidos para satisfazer as obrigações garantidas então vencidas e não liquidadas, mediante a excussão judicial ou venda amigável dos Recebíveis, conforme seja aplicável, ou, no caso dos Valores Arrecadados, simplesmente aplicá-los no pagamento das Obrigações Garantidas, nos termos da lei e em conformidade com os termos da Cédula, até o total adimplemento das obrigações. Neste sentido, o CREDOR terá o direito de imediatamente exercer sobre os Direitos Cedidos todos os poderes que lhe são assegurados pela legislação vigente, nos termos da Cédula, podendo dispor de, cobrar, receber, realizar, vender, ou ceder, inclusive de forma particular, total ou parcialmente, os Recebíveis, nos termos e condições que o CREDOR considere apropriado, dar quitação e assinar quaisquer documentos ou termos por mais especiais que sejam, necessários à prática dos atos aqui referidos, independentemente de qualquer comunicação e/ou autorização adicional da EMITENTE. Todo valor que sobejar às Obrigações Garantidas deverá ser devolvido à EMITENTE.

PARÁGRAFO DÉCIMO – A EMITENTE renuncia neste ato a qualquer direito ou privilégio legal ou contratual que possa afetar a livre e integral exequibilidade e

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 7

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

transferência dos Direitos Cedidos no caso de sua excussão, observados os termos e condições previstos nesta Cédula.

PARÁGRAFO DÉCIMOPRIMEIRO– Sem prejuízo do disposto na Cédula, e para os fins do artigo 1.362 do Código Civil Brasileiro, da Lei 9.514/97, conforme alterada, e da Lei 4.728/65, conforme alterada, as Obrigações Garantidas podem ser resumidamente descritas da seguinte forma:

(i)Valor estimado de principal da dívida: R$400.000.000,00 (quatrocentos milhões de reais);

(ii)Prazo e condições de pagamento: pagamento do principal em três parcelas de R$133.333.333,33 com datas de vencimento em 31/10/2015, 31/10/2016 e 31/10/2017 e pagamento semestral dos encargos financeiros em 31/10 e 01/05 de cada ano;

(iii)Taxa de juros: 139,54% do CDI; e

(iv)Encargos de inadimplemento: juros de mora: CDI mais 1% ao mês, acrescido de 1% ao ano; e cláusula penal: 2% sobre o valor devido.

PARÁGRAFO DÉCIMOSEGUNDO – As Partes têm conhecimento e concordam que a EMITENTE não possui sistema de individualização de recebíveis capaz de identificar clientes, valores e faturas que serão efetivamente depositadas na Conta Vinculada e, da mesma forma, exceto se de outra forma expressamente indicada nesta Cédula não assume nenhuma obrigação de realizar tal individualização.

CLÁUSULA TERCEIRA – AVAL – A NEXTEL TELECOMUNICAÇÔES S.A., sociedade anônima, com sede na Av. das Nações Unidas, 14.171, 32º andar, Rochavera Crystal Tower, na Cidade de São Paulo, Estado de São Paulo, inscrita no CNPJ/MF sob o nº 00.169.369/0001-22 (“AVALISTA”), presta aval em favor da EMITENTE obrigando-se como principal pagadora e solidariamente responsável pelo pagamento das Obrigações Garantidas.

CLÁUSULA QUARTA – VENCIMENTO ANTECIPADO – A Cláusula 10 da CCB passa a viger com a seguinte redação:

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 8

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

“10. VENCIMENTO ANTECIPADO E OUTRAS DISPOSIÇÕES:

10.1. Poderá o CREDOR considerar vencidas antecipadamente, de pleno direito, as obrigações assumidas nesta Cédula e exigir o total da dívida aqui representada, mediante envio de notificação prévia à EMITENTE com 2 (dois) dias úteis de antecedência com o extrato da dívida, quando a nós for imputada a ocorrência de qualquer das situações a seguir:

a)inadimplemento, pela EMITENTE, de qualquer obrigação de natureza pecuniária assumida nesta Cédula, que não seja sanado no prazo de 1 (um) dia útil, contado da data de vencimento original;

b)inadimplemento, pela EMITENTE, de qualquer obrigação não pecuniária prevista nesta Cédula, que não seja sanado no prazo de 30 (trinta) dias contados da comunicação que lhe for enviada pelo CREDOR a respeito do fato;

c)descumprimento, falsidade, imprecisão, incorreção ou omissão material imputável à EMITENTE, em qualquer declaração, garantia, informação prestada na presente Cédula ou em qualquer documento material que houver sido firmado, prestado ou entregue pela EMITENTE relativo a esta operação de crédito, desde que não sanados no prazo de 10 (dez) dias úteis;

d)vencimento antecipado ou inadimplemento de qualquer obrigação pecuniária da EMITENTE ou de qualquer Afiliada Brasileira, excluindo obrigações exclusivamente entre a EMITENTE e a AVALISTA, em valor unitário ou agregado, que seja igual ou superior a R$ 10.000.000,00 (dez milhões de reais), que não seja sanado no prazo de 10 (dez) dias úteis, contados da notificação enviada pelo CREDOR, ressalvados os casos em que tais obrigações estejam com seu pagamento suspenso em razão de decisão administrativa ou judicial ou em que tenha sido garantido o Juízo;

e)vencimento antecipado de qualquer outra obrigação pecuniária da EMITENTE com o CREDOR desde que não sanada nos prazos estabelecidos nos respectivos instrumentos;

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 9

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

f)protesto cambiário contra a EMITENTE em valor unitário ou agregado igual ou superior a R$ 10.000.000,00 (dez milhões de reais), que não seja sanado no prazo de 30 (trinta) dias após o aviso por escrito enviado pelo CREDOR, ou que venha a se transformar em procedimento judicial e que se encontre com o pagamento suspenso por meio de decisão judicial, ou que tenha sido garantido o Juízo;

g)(i) pedido de autofalência pela EMITENTE e/ou de qualquer Afiliada Brasileira; (ii) pedido de falência da EMITENTE e/ou de qualquer Afiliada Brasileira formulado por terceiro e não elidido no prazo legal; (iii) decretação de falência ou liquidação da EMITENTE e/ou de qualquer Afiliada Brasileira; (iv) pedido de recuperação judicial ou extrajudicial pela EMITENTE e/ou de qualquer Afiliada Brasileira;

h)liquidação, dissolução ou extinção da EMITENTE;

i)caso a EMITENTE ou qualquer de suas Afiliadas Brasileiras seja declarada insolventepor decisão judicial, ou reconheça publicamente ou perante o CREDOR, sua impossibilidade de satisfazer suas obrigações pecuniárias , ou caso tal impossibilidade seja notória, em ambos os casos no valor global superior a R$10.000.000,00 (dez milhões de reais);

j)realização, pela EMITENTE, uma redução do seu capital social, resgate, amortização, reembolso, ou compra de participação societária, desde que tais operações impliquem pagamento (em espécie ou in natura) aos seus sócios, ou, caso o índice financeiro indicado no item “t” abaixo seja superior a 2,5 (dois e meio), distribuição de lucros ou juros sobre o capital próprio, ainda que já declarados, aos seus sócios;

k)alienação, pela EMITENTE, no individual ou no agregado, de qualquer de seus bens ou ativos, sem a prévia e expressa anuência por escrito do CREDOR, exceto, neste caso, (i) antecipação de receitas com cartão de crédito, (ii) venda de recebíveis vencidos e não pagos, (iii) alienação de mercadorias no curso ordinário de negócios, (iv) transferências de ativos obsoletos ou bens móveis de baixo valor agregado; (v) transferências no contexto de permuta por ativos similares de valor igual ou superior; e (vi) venda de torres na modalidade ‘sale leaseback’, neste caso, sujeito à aprovação

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 10

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

prévia do CREDOR, a qual deverá ser manifestada dentro do período de 45 (quarenta e cinco) dias contados de tal questionamento formulado mediante notificação escrita, desde que comprovado o recebimento de tal notificação pelo CREDOR, sendo certo que a não manifestação por parte do CREDOR não implicará aprovação tácita;

l)pagamento, pela EMITENTE ou por qualquer Afiliada Brasileira, de qualquer obrigação, antes da integral quitação de todas as obrigações desta Cédula, às Partes Relacionadas, inclusive na hipótese de falência, liquidação ou dissolução da EMITENTE, exceto quaisquer pagamentos entre a EMITENTE e a AVALISTA;

m)outorga e/ou constituição, pela EMITENTE ou por qualquer Afiliada Brasileira, de qualquer ônus ou gravame ou outro direito real de garantia, ou garantia fidejussória, em favor de terceiro (incluindo suas Afiliadas e controladora direta ou indireta), exceto (i) aquelas constituídas nos termos desta Cédula ou previamente a data do Primeiro Aditivo, ou (ii) pela (a) outorga de garantias reais como contragarantia em contratações de seguros e seguros garantias em geral; (b) outorga de garantias reais como contragarantia em nova fiança bancária para garantia judicial ou realização de novos depósitos judiciais limitadas, no caso das garantias outorgadas nos termos desse item (b) ao valor global de R$150.000.000,00 (cento e cinquenta milhões de reais); (c) outorga de garantias reais ou pessoais em contratos de locação de sites; (d) outorga de garantias reais ou pessoais em contratos de collocation (i.e. contratos com outras operadoras para instalação de equipamentos em torres), (e) financiamentos concedidos pela Agência Nacional de Telecomunicações - ANATEL, incluindo suas renovações, (f) garantias em favor da ANATEL, (g) garantias reais outorgadas como contragarantia para emissão de novas performance bonds em favor da ANATEL, neste caso, sujeito à aprovação prévia do CREDOR, as quais deverão ser manifestadas dentro do período de 45 (quarenta e cinco) dias contados de tal questionamento formulado mediante notificação escrita, desde que comprovado o recebimento de tal notificação pelo CREDOR, sendo certo que a não manifestação por parte do CREDOR não implicará aprovação tácita e (h) renovações das operações já detidas pela EMITENTE ou suas Afiliadas Brasileira identificadas no Anexo 10.1(m)(1) desta Cédula, sendo que as garantias a serem outorgadas nos termos desse item (h) deverão estar limitadas ao valor garantido pela fiança e/ou performance bond, conforme indicado em

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 11

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

tal anexo, observadas as mesmas garantias em vigor na presente data, sendo que as garantias reais outorgadas nos termos dos itens (a), (c) e (d) acima estão limitados ao valor global de R$50.000.000,00 (cinquenta milhões de reais). A EMITENTE declara, para os fins da presente Cédula, que o Anexo 10.1(m)(2) contém a totalidade das operações que contam com garantia real;

n)não utilização dos recursos para a finalidade indicada na Cláusula Finalidade e Liberação do Crédito;

o)execução de qualquer garantia prestada a qualquer credor da EMITENTE ou de qualquer Afiliada Brasileira no valor, igual ou superior, a R$ 10.000.000,00 (dez milhões de reais), e desde que não seja sanado no prazo de 10 (dez) dias úteis, contados da notificação enviada pelo CREDOR, ressalvados os casos em que tal execução esteja suspensa em razão de decisão administrativa ou judicial;

p)não observância do Valor Médio Mínimo por, pelo menos, 1 (um) Período;

q)publicação de ato regulatório cujos efeitos não tenham sido suspensos nos prazos legais, quando aplicável, que (i) afete de maneira adversa a capacidade da EMITENTE de honrar suas obrigações perante o CREDOR; ou (ii) inviabilize as atividades da EMITENTE ou parte significativa destas ou, de qualquer outra forma, impacte, de maneira adversa, a situação financeira (em ambos os casos, assim entendida como atividades que respondam por 10% (dez por cento) ou mais do faturamento anual da EMITENTE); ou (iii) resulte em uma aplicação de multa, sanção ou penalidade final e irrecorrível que impacte a situação financeira da EMITENTE e/ou suas Afiliadas Brasileiras em valor igual ou superior a R$100.000.000,00 (cem milhões de reais) em um mesmo exercício fiscal;

r)adoção de política pela EMITENTE que importe em discriminação de raça ou gênero ou assédio moral ou sexual, (ii) a comprovação por sentença judicial transitada em julgado ou decisão administrativa final sancionadora, exarada por autoridade ou órgão competente, (I) de que as atividades da EMITENTE geram danos ao meio ambiente, ou (II) que a EMITENTE (a) utiliza mão de obra em situação análoga à

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 12

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

condição de trabalho escravo, conforme previsto na Portaria Interministerial nº 2, de 12 de maio de 2011, (b) utiliza trabalho infantil de forma não regulamentada, (c) explora a prostituição ou (d) exerce atividades ilegais, constando ou não no Cadastro de Empregadores;

s)repasse, cassação ou suspensão da Concessão obtida junto à ANATEL para exploração de frequências da terceira geração (tecnologia 3G) e GSM sem prévia anuência do CREDOR, que não poderá ser injustificadamente negada;

t)caso o índice obtido pela divisão da Dívida Líquida pelo EBITDA seja superior a 2,5 (dois e meio), a ser calculado nos termos da cláusula 10.2, observados os termos das cláusulas 10.4 e 10.5;

u)caso a EMITENTE não mantenha em caixa, em cada Data de Verificação em recursos imediatamente disponíveis ou em aplicações financeiras,o Saldo Mínimo;

v)não observância da obrigação de subordinação prevista na Cláusula 15 desta Cédula;

w)transferência ou cessão a terceiros, a qualquer título, no todo ou em parte, dos direitos e obrigações decorrentes desta Cédula, total ou parcial, sem prévio e expresso consentimento do CREDOR;

x)inexistência de saldo, em qualquer das contas de titularidade da EMITENTE que atenda ao pagamento dos compromissos assumidos por meio desta Cédula nas respectivas datas de pagamento e não sanados no prazo de 1 (um) dia útil; e

y)descumprimento de quaisquer das obrigações estabelecidas na Cláusula Segunda, Parágrafo Segundo, do primeiro aditamento a esta Cédula.

10.2. Para fins do disposto na Cláusula 10.1, alínea “t”, o índice obtido pela divisão da Dívida Líquida pelo EBITDA será apurado da seguinte forma: (i) semestralmente, com base nos balancetes não auditados encerrados em 30 de junho de cada ano; (ii)

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 13

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

anualmente, pelas demonstrações financeiras encerradas em 31 de dezembro de cada ano, consolidadas e auditadas por empresa de auditoria de renome no mercado.

10.3. Obrigamo-nos a entregar ao CREDOR, durante a vigência desta Cédula, a declaração de cumprimento do índice nos termos do Anexo II, (i) os balancetes semestrais não auditados encerrados em 30 de junho até o dia 15 de agosto de cada ano, e (ii) as demonstrações financeiras encerradas em 31 de dezembro, consolidadas e auditadas, até o dia 5 de maio de cada ano.

10.4 Caso em determinado período de verificação das obrigações de que trata esta Cláusula, a EMITENTE não cumprir com o índice acima estabelecido no item “t”, o CREDOR poderá independentemente de qualquer notificação ou prazo de cura, declarar o vencimento antecipado de todas as obrigações assumidas pela EMITENTE e/ou pela Avalista.

10.5. Ainda para os fins do disposto na Cláusula 10.1, alínea “t”:

a)"Dívida Líquida" significa o valor calculado em bases consolidadas, na respectiva data de verificação, determinado de acordo com os princípios contábeis geralmente aceitos no Brasil, igual (a) à soma dos Passivos junto a instituições financeiras, dos títulos e valores mobiliários representativos de dívida emitidos, e do saldo líquido de operações de derivativos (passivos menos ativos de operações com derivativos); diminuído (b) das disponibilidades (caixa, bancos, aplicações de liquidez imediata ou aplicações de curto prazo, títulos e valores mobiliários de própria emissão ou de terceiros, e títulos públicos e privados de qualquer natureza) e (c) dos efeitos da marcação a mercado das operações de derivativos;

b) "EBITDA" significa o lucro operacional da EMITENTE, em bases consolidadas, relativo aos 12 (doze) últimos meses, somado às despesas de depreciação e amortização, todos determinados de acordo com os princípios contábeis geralmente aceitos no Brasil; e

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 14

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

c) “Passivo(s)” significa o valor principal dos títulos e valores mobiliários representativos de dívida emitidos junto a instituições financeiras registrados no balanço consolidado da EMITENTE nas datas de medição, todos determinados de acordo com os princípios contábeis geralmente aceitos no Brasil.”

10.5. Ainda, para os fins do disposto nesta Cédula, define-se:

“Afiliada” de qualquer Pessoa significa outra Pessoa que, direta ou indiretamente, por meio de um ou mais intermediários, Controle, seja Controlada, ou esteja sob o Controle comum com essa primeira Pessoa. Adicionalmente, no caso de uma Pessoa que seja um fundo de investimentos ou cujo acionista Controlador seja um fundo de investimentos, também será considerada uma “Afiliada”: (i) o gestor ou o quotista ou uma Afiliada do gestor ou do quotista desse fundo de investimento, (ii) outro fundo de investimento administrado ou gerido pelo gestor ou quotista ou uma Afiliada do gestor ou quotista desse fundo de investimento, e (iii) qualquer Pessoa que seja, direta ou indiretamente, Controlada, ou esteja sob o Controle comum desse fundo de investimento, seja individualmente ou em conjunto com outra Afiliada, ou qualquer das outras Pessoas acima expostas.

“Afiliada Brasileira” significa com relação a qualquer Pessoa uma Afiliada domiciliada no Brasil;

“Controle” (incluindo seus significados correlatos) significa, de acordo com o Artigo 116 da Lei nº 6.404, de 15.12.1976, (a) o poder para eleger a maioria do conselho de administração, ou órgão semelhante, da Pessoa controlada ou, de outro modo, conduzir os negócios ou políticas dessa Pessoa (por contrato ou de outro modo), e (b) a posse direta ou indireta de direitos que concedam à Pessoa Controladora a maioria dos votos na assembleia geral de acionistas ou reunião similar, da Pessoa Controlada

“Parte Relacionada” de qualquer Pessoa especificada terá o significado descrito na Deliberação nº 642 de 7 de outubro de 2010 emitida pela Comissão de Valores Mobiliários, e também incluirá, na medida em que não seja repetido, (i) qualquer Afiliada dessa Pessoa, (ii) qualquer diretor, conselheiro, quotista, acionista, funcionário ou

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 15

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

administrador dessa Pessoa ou uma Afiliada dessa Pessoa, (iii) qualquer cônjuge, ex-cônjuge, ascendente, descendente ou parente colateral até o segundo grau dessa Pessoa, uma Afiliada dessa Pessoa ou qualquer diretor, conselheiro, quotista, acionista, funcionário ou administrador dessa Pessoa ou uma Afiliada dessa Pessoa, e (iv) qualquer Afiliada dos acima expostos.

“Pessoa” significa qualquer entidade governamental ou qualquer pessoa física, firma, parceria, sociedade, sociedade de responsabilidade limitada, joint venture, associação, fundos, fundos de investimento, agente fiduciário, organização sem personalidade jurídica, ou outra entidade organização, quer seja uma pessoa jurídica ou não.

CLÁUSULA QUINTA – LISTA DE GARANTIAS – Incluir o Anexo 10.1(m)(1) e 10.1(m)(2) à Cédula nos exatos termos dos Anexo A e Anexo B respectivamente deste aditivo.

CLÁUSULA SEXTA – PAGAMENTO ANTECIPADO OBRIGATÓRIO – A Cláusula 11 da Cédula passa a viger com a seguinte redação:

“11. PAGAMENTO ANTECIPADO OBRIGATÓRIO

11.1. Obrigamo-nos a liquidar antecipadamente a totalidade dos valores devidos nos termos desta Cédula, aí incluídos os valores de Principal e Encargos Financeiros, na hipótese da ocorrência de qualquer dos seguintes eventos, mediante solicitação prévia com, no mínimo, 5 (cinco) dias úteis de antecedência, por escrito, do CREDOR:

a)mudança no nosso objeto social de forma a alterar as atuais atividades principais ou a agregar a essas atividades novos negócios que tenham prevalência ou possam representar desvios em relação às atividades atualmente desenvolvidas, sem prévia anuência do CREDOR, a qual não deverá ser negada sem justificativa;

b)realização de qualquer tipo de reestruturação societária, tais como fusão, incorporação ou cisão, salvo se a cisão for parcial e não for superior a 10% do nosso patrimônio líquido, sem a prévia anuência do CREDOR, a qual não deverá ser negada sem justificativa, excetuado se dentro do grupo econômico;

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 16

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

c)aquisição do controle acionário de sociedades que resulte na alteração do nosso objeto principal, de forma a alterar as atuais atividades principais ou a agregar a essas atividades novos negócios que tenham prevalência ou possam representar desvios em relação às atividades atualmente desenvolvidas, sem a prévia anuência do CREDOR, a qual não deverá ser negada sem justificativa;

d)alteração direta ou indireta do controle acionário da EMITENTE ou de qualquer controlada, sem a prévia anuência do CREDOR, com definição da expressão controle acionário extraída do artigo 116 da Lei nº 6.404, de 15.12.1976 e/ou celebração ou assunção de obrigação (condicional ou de outra forma) por parte da EMITENTE ou de seus acionistas diretos ou indiretos, para fazê-lo, exceto no âmbito do processo de recuperação judicial (Chapter 11 proceeding) da NII Holdings, Inc., desde que os novos controladores sejam uma ou mais pessoas identificadas no Anexo 11.1(d), os quais estão previamente aprovados pelo CREDOR.”

CLÁUSULA SÉTIMA – LISTA DE CONTROLADORES – Incluir o Anexo 11.1(d) à Cédula nos exatos termos do Anexo C deste aditivo.

CLÁUSULA OITAVA – SUBORDINAÇÃO E SALDO MÍNIMO – Em razão da inclusão da subordinação das obrigações assumidas pela EMITENTE perante qualquer de suas partes relacionadas e da obrigação da EMITENTE em manter em caixa, em cada Data de Verificação, recursos imediatamente disponíveis ou em aplicações financeiras com liquidez imediata, as Cláusulas Décima Quinta e Décima Sexta da Cédula de Crédito Bancário ora aditada passarão a ter a seguinte redação, sendo as demais sucessivamente renumeradas:

“15. SUBORDINAÇÃO – A EMITENTE declara e garante para todos os efeitos que todas e quaisquer obrigações assumidas pela EMITENTE perante quaisquer de suas Partes Relacionadas são subordinadas às obrigações previstas nesta Cédula. Da mesma forma, a EMITENTE concorda que nenhum valor será pago a suas Partes Relacionadas antes da liquidação integral das obrigações previstas nesta Cédula, inclusive na hipótese de falência, liquidação ou dissolução da EMITENTE, exceto quaisquer pagamentos realizados entre a EMITENTE e a AVALISTA.

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 17

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

16. SALDO MÍNIMO – A EMITENTE deverá manter em caixa, em cada Data de Verificação, em recursos imediatamente disponíveis ou em aplicações financeiras com liquidez imediata, o valor mínimo de R$200.000.000,00 (duzentos milhões de reais) (“Saldo Mínimo”), e deverá comprovar ao CREDOR, por meio de (i) balancetes semestrais não auditados encerrados em 30 de junho entregues ao CREDOR até o dia 15 de agosto de cada ano; e (ii) demonstrações financeiras encerradas em 31 de dezembro, consolidadas e auditadas, entregues ao CREDOR até o dia 5 de maio de cada ano. Para fins desta Cédula, considera-se “Data de Verificação” as datas de 30 de junho e 31 de dezembro de cada ano.”

CLÁUSULA NONA – CESSÃO – A atual Cláusula 17 da Cédula, que dispõe sobre a cessão, passa a viger com a seguinte redação:

“Esta Cédula poderá ser objeto de cessão e endosso por parte do CREDOR, mediante aviso prévio (com 10 (dez) dias úteis de antecedência) à EMITENTE, nos termos da legislação civil e comercial, não havendo necessidade de o cessionário/endossatário ser instituição financeira ou entidade a ela equiparada, ressalvado que, até a 15 de setembro de 2015, a presente Cédula somente poderá ser cedida e/ou endossada mediante o consentimento expresso e por escrito da EMITENTE.”

CLÁUSULA DÉCIMA – REGISTRO – O CREDOR levará a registro no Registro de Títulos e Documentos da Comarca de São Paulo, Capital, a Cédula e o presente aditivo. As despesas relativas ao referido registro serão suportadas pela EMITENTE, que, desde já, autoriza o débito dos respectivos valores em sua conta de depósito nº 5567-0, mantida na agência 3070-8 do CREDOR.

CLÁUSULA DÉCIMA PRIMEIRA – PAGAMENTO DOS ENCARGOS FINANCEIROS – A EMITENTE compromete-se a liquidar, na data de assinatura deste aditamento, os Encargos Financeiros, à taxa de juros vigente imediatamente anterior à celebração deste aditamento, previstos para Dezembro/2014, acumulados desde a última Data de Pagamento dos Encargos até a presente data.

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 18

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

CLÁUSULA DÉCIMA SEGUNDA – TARIFA DE RENEGOCIAÇÃO – É devida a tarifa de renegociação, cujo pagamento pela EMITENTE é realizado na data de assinatura deste aditamento, no percentual de 0,60% (sessenta centésimos por cento) do valor repactuado, equivalente ao valor de R$2.400.000,00 (dois milhões e quatrocentos mil reais). O pagamento da tarifa de renegociação deverá ser acrescido dos valores relativos a todos e quaisquer tributos incidentes sobre tal tarifa, incluindo quaisquer juros, adicionais de impostos, multas ou penalidades correlatas que porventura venham a incidir sobre as operações da espécie, bem como quaisquer majorações das alíquotas já existentes, de forma que o CREDOR receba os valores a que teria direito caso tais tributos não fossem incidentes. Se a dedução, retenção ou pagamento de tais tributos for requerida por lei, em relação ao pagamento, a EMITENTE concorda, desde já, com o aumento do montante devido a título de tarifa (gross up).

CLÁUSULA DÉCIMATERCEIRA – PROMESSA DE PAGAMENTO - A EMITENTE declara, nesta data, o saldo devedor da Cédula, como dívida líquida e certa, e promete pagá-la nas datas e nos termos previstos em referido instrumento, conforme aditado por este Primeiro Aditamento.

Assim ajustados, o CREDOR, a EMITENTE e o AVALISTA, declarando não haver intenção de novar, ratificam a Cédula de Crédito Bancário ora aditada em todos os seus termos, cláusulas e condições não expressamente alterados neste documento, que àquela se integra, formando um todo único e indivisível para todos os fins de direito.

O presente instrumento é emitido em 4 (quatro) vias de igual teor, sendo que somente a primeira delas será negociável. As demais vias contêm a expressão “via não negociável”.

São Paulo (SP), 13 de fevereiro de 2015

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 19

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

CREDOR

BANCO DO BRASIL S.A.

Agência Large Corporate 3070 (SP)

Assinatura /s/ Eliane Ap. Scarponi Sartorelli            Rubrica

Assinatura /s/ Joao Marcos Mizobuti                Rubrica

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 20

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

EMITENTE

NEXTEL TELECOMUNICAÇÕES LTDA.

CNPJ: 66.970.229/0001-67

	/s/ Sultana Shamim Kahn		/s/ Gokul V. Hemmady
Rubrica	Nome:	Rubrica	Nome:
	Profissão:		Profissão:
	Estado Civil:		Estado Civil:
	Nacionalidade:		Nacionalidade:
	Residente em:		Residente em:
	Identidade nº		Identidade nº
	CPF/MF N.º		CPF/MF N.º

AVALISTA

NEXTEL TELECOMUNICAÇÕES S.A.

CNPJ: 00.169.369/0001-22

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 21

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

	/s/ Sultana Shamim Kahn		/s/ Gokul V. Hemmady
Rubrica	Nome:	Rubrica	Nome:
	Profissão:		Profissão:
	Estado Civil:		Estado Civil:
	Nacionalidade:		Nacionalidade:
	Residente em:		Residente em:
	Identidade nº		Identidade nº
	CPF/MF N.º		CPF/MF N.º

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Exhibit 99.16

PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA., EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

ANEXO A

Anatel Bonds

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
Fator Seguradora	107750002008	22/05/2015	31.953.196,80	10.333.851,80	Anatel	Performance
Fator Seguradora	107750002007	22/05/2015	106.981.056,00	92.262.140,80	Anatel	Performance
Fator Seguradora	107750002009	22/05/2015	12.034.668,80	3.892.082,68	Anatel	Performance
Fator Seguradora	107750002010	22/05/2015	78.678.521,60	25.445.096,69	Anatel	Performance
Fator Seguradora	107750002011	22/05/2015	102.360.137,60	88.276.988,28	Anatel	Performance
Austral	207750007111	01/08/2015	124.008.416,00	65.649.503,39	Anatel	Performance
Austral	207750007112	01/08/2015	78.412.768,00	41.511.370,31	Anatel	Performance
ABC Brasil	3234214	22/05/2015	3.608.505,60	2.728.442,72	Anatel	Performance
ABC Brasil	3234314	22/05/2015	6.615.884,80	5.002.365,17	Anatel	Performance
ABC Brasil	3234514	22/05/2015	3.226.832,00	2.439.853,85	Anatel	Performance
ABC Brasil	3234614	22/05/2015	4.091.046,40	3.093.298,72	Anatel	Performance
ABC Brasil	3234814	22/05/2015	196.000,00	148.198,40	Anatel	Performance

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 23

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

Garantias Judiciais

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
J.Malucelli	02-0750-0153113	16/09/2015	21.138,87	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0172306	12/04/2017	2.895.905,52	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176534	18/06/2015	76.729,88	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176537	18/06/2015	78.422,32	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176530	18/06/2015	1.257.834,06	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176531	18/06/2015	23.500,50	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176532	18/06/2015	1.177.852,22	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176515	18/06/2015	21.345,34	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176516	18/06/2015	88.434,96	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176506	18/06/2015	456.063,94	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176509	18/06/2015	276.283,07	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176517	18/06/2015	14.438,48	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176518	18/06/2015	136.949,70	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176514	18/06/2015	223.402,69	R$ -	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 24

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

J.Malucelli	02-0775-0176520	18/06/2015	92.065,36	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176521	18/06/2015	1.750.218,72	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176522	18/06/2015	71.460,17	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176523	18/06/2015	47.121,37	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176524	18/06/2015	360.720,38	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176542	18/06/2015	333.166,30	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176553	18/06/2015	8.940,89	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176556	18/06/2015	811.395,28	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176560	18/06/2015	21.998,00	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176557	18/06/2015	92.826,79	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176562	18/06/2015	260.876,12	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176563	18/06/2015	29.785,74	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176564	18/06/2015	30.740,50	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176569	18/06/2015	254.434,11	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176572	18/06/2015	8.824,19	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176575	18/06/2015	1.296.866,18	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176540	18/06/2015	15.251,54	R$ -	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 25

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

J.Malucelli	02-0775-0176535	18/06/2015	1.295.938,55	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176519	18/06/2015	20.199.768,82	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176558	18/06/2015	42.620,54	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0177267	27/06/2015	409.674,13	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0177686	03/07/2015	5.309.016,52	R$ -	Judicial	Cível
J.Malucelli	02-0775-0177861	05/07/2015	164.164,66	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178391	12/07/2015	127.564,71	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178389	12/07/2015	101.439,09	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178403	12/07/2015	621.692,33	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178406	12/07/2015	156.235,72	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178374	12/07/2015	275.000,10	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178375	12/07/2015	212.592,26	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178373	12/07/2015	8.667,96	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178387	12/07/2015	20.920,53	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178400	12/07/2015	11.732,88	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178782	17/07/2015	226.270,84	R$ -	Judicial	Cível
J.Malucelli	02-0775-0180237	07/08/2015	134.947,72	R$ -	Judicial	Cível

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 26

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

J.Malucelli	02-0775-0181853	28/08/2015	47.034,28	R$ -	Judicial	Cível
J.Malucelli	02-0775-0182434	06/09/2015	97.500,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0182988	12/09/2015	29.120,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0184951	09/10/2015	7.551,21	R$ -	Judicial	Cível
Austral	207750002557	22/11/2015	1.097.676,50	R$ -	Judicial	Fiscal
Austral	207750002558	22/11/2015	904.905,15	R$ -	Judicial	Fiscal
Austral	207750002559	22/11/2015	180.207,80	R$ -	Judicial	Fiscal
Austral	207750002592	06/12/2015	1.980.865,67	R$ -	Judicial	Fiscal
Austral	207760000700	07/12/2015	26.520,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0189993	12/12/2015	26.137,42	R$ -	Judicial	Cível
J.Malucelli	02-0775-0192902	17/01/2016	14.170,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0195357	25/02/2016	27.047,80	R$ -	Judicial	Cível
J.Malucelli	02-0775-0194208	06/02/2018	185.024,63	R$ -	Judicial	Fiscal
Austral	207750003098	02/04/2016	1.445.356,78	R$ -	Judicial	Fiscal
Austral	207750003101	04/04/2016	32.235.939,45	R$ -	Judicial	Fiscal
Austral	207750003057	25/03/2016	5.018.419,22	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0240720	12/06/2016	2.487.364,30	R$ -	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 27

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

Austral	207760001007	02/04/2016	17.725,27	R$ -	Judicial	Cível
Austral	207760001042	30/04/2016	27.120,00	R$ -	Judicial	Cível
Austral	207750003439	17/05/2016	2.133,27	R$ -	Judicial	Fiscal
Austral	207750003448	17/05/2016	2.176,93	R$ -	Judicial	Fiscal
Austral	207750003440	17/05/2016	7.276,00	R$ -	Judicial	Fiscal
Austral	207750003494	17/05/2016	16.390,94	R$ -	Judicial	Fiscal
Austral	207750003443	17/05/2016	19.719,22	R$ -	Judicial	Fiscal
Austral	207750003447	17/05/2016	36.751,03	R$ -	Judicial	Fiscal
Austral	207750003434	17/05/2016	38.680,14	R$ -	Judicial	Fiscal
Austral	207750003449	17/05/2016	108.774,80	R$ -	Judicial	Fiscal
Austral	207750003445	17/05/2016	124.340,12	R$ -	Judicial	Fiscal
Austral	207750003442	17/05/2016	302.352,18	R$ -	Judicial	Fiscal
Austral	207750003444	17/05/2016	325.548,35	R$ -	Judicial	Fiscal
Austral	207750003441	17/05/2016	382.094,86	R$ -	Judicial	Fiscal
Austral	207750003435	17/05/2016	704.006,80	R$ -	Judicial	Fiscal
Austral	207750003437	17/05/2016	759.528,65	R$ -	Judicial	Fiscal
Austral	207750003436	17/05/2016	911.966,24	R$ -	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 28

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

Austral	207750003438	17/05/2016	3.738.083,37	R$ -	Judicial	Fiscal
Austral	207760001075	17/05/2016	236.046,95	R$ -	Judicial	Fiscal
Austral	207760001076	17/05/2016	1.355.034,00	R$ -	Judicial	Cível
Austral	207750003501	17/05/2016	224.355,62	R$ -	Judicial	Fiscal
Austral	207750003499	17/05/2016	328.657,17	R$ -	Judicial	Fiscal
Austral	207750003500	17/05/2016	10.722,22	R$ -	Judicial	Fiscal
Austral	207550003498	17/05/2016	53.759,75	R$ -	Judicial	Fiscal
Austral	207750003497	17/05/2016	97.665,75	R$ -	Judicial	Fiscal
Austral	207750003558	07/06/2018	511.602,98	R$ -	Judicial	Fiscal
Austral	207760001107	07/06/2016	21.320,00	R$ -	Judicial	Cível
Austral	207750003578	10/06/2016	183.410,46	R$ -	Judicial	Fiscal
Austral	207750003580	10/06/2016	14.334,57	R$ -	Judicial	Fiscal
Austral	207760001120	19/06/2016	29.856,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0197717	03/03/2016	961.621,81	R$ -	Judicial	Fiscal
J.Malucelli	207750208489	30/07/2016	428.433,59	R$ -	Judicial	Fiscal
Austral	207750004034	05/09/2016	69.255,10	R$ -	Judicial	Cível
Austral	207750004148	23/09/2016	70.769,16	R$ -	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 29

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

Austral	207750004150	23/09/2016	3.979,27	R$ -	Judicial	Fiscal
Austral	207750004146	23/09/2016	5.526,80	R$ -	Judicial	Fiscal
Austral	207750004147	23/09/2016	2.711,62	R$ -	Judicial	Fiscal
Austral	207750004145	23/09/2016	7.636,74	R$ -	Judicial	Fiscal
Austral	207760001306	01/10/2016	26.126.13	R$ -	Judicial	Cível
Austral	207750005249	06/12/2015	562.418,41	R$ -	Judicial	Fiscal
Austral	207750005248	22/11/2015	199.202,55	R$ -	Judicial	Fiscal
Austral	207750005251	22/11/2015	72.072,42	R$ -	Judicial	Fiscal
Austral	207750005250	22/11/2015	130.423,91	R$ -	Judicial	Fiscal
Ace Seguros	17.75.0000654.12	18/02/2017	69.255,10	R$ -	Judicial	Cível
Ace Seguros	17.75.0000684.12	01/04/2017	2.134.282,67	R$ -	Judicial	Cível
Ace Seguros	17.75.0000746.12	09/05/2017	133.705,00	R$ -	Judicial	Cível
Ace Seguros	17.75.0000747.12	09/05/2017	142.211,89	R$ -	Judicial	Cível
Austral	20776001487	07/12/2015	1.531,61	R$ -	Judicial	Trabalhista
Itaú BBA	KH4.04/04	Indeterminado	8.731.962,57	9.530.947,21	Judicial	Fiscal
Santander	180766506	Indeterminado	4.407.770,67	R$ -	Judicial	Fiscal
Bradesco	2.029.910-P	Indeterminado	1.427.788,00	R$ -	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 30

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

Bradesco	2.032.715-4	Indeterminado	271.096,13	R$ -	Judicial	Fiscal
Bradesco	2.034.604-3	Indeterminado	1.008.244,00	R$ -	Judicial	Fiscal
Bradesco	2.040.906-1	14/09/2015	233.784,00	R$ -	Judicial	Trabalhista
Bradesco	2.042.526-1	Indeterminado	647.720,81	R$ -	Judicial	Fiscal
Bradesco	2.043.461-9	Indeterminado	3.982.922,59	R$ -	Judicial	Fiscal
Bradesco	2.043.325-6	Indeterminado	1.304.356,12	R$ -	Judicial	Fiscal
Bradesco	2.045.058-4	Indeterminado	586.218,01	R$ -	Judicial	Fiscal
Bradesco	2.046.903-P	Indeterminado	1.091.596,02	R$ -	Judicial	Fiscal
Bradesco	2.047.296-0	Indeterminado	2.229.530,43	R$ -	Judicial	Ambiental
Bradesco	2.047.609-5	Indeterminado	16.364,00	R$ -	Judicial	Fiscal
Bradesco	2.047.808-p	Indeterminado	2.958.345,56	R$ -	Judicial	Fiscal
Bradesco	2.053.184-3	Indeterminado	778.511,95	R$ -	Judicial	Fiscal
Bradesco	2.054.290-p	Indeterminado	11.580.289,00	R$ -	Judicial	Fiscal
Bradesco	2.053.185-1	Indeterminado	21.773.289,00	R$ -	Judicial	Fiscal
Bradesco	2.053.186-p	Indeterminado	26.699.435,32	R$ -	Judicial	Fiscal
Bradesco	2.053.246-7	Indeterminado	82.824,35	R$ -	Judicial	Fiscal
Bradesco	2.058.354-1	Indeterminado	37.809.554,62	R$ -	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 31

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

Bradesco	2.059.775-5	Indeterminado	136.779,87	R$ -	Judicial	Trabalhista
Bradesco	2.060.546-4	Indeterminado	1.415.522,58	R$ -	Judicial	Fiscal
Bradesco	2.060.544-8	Indeterminado	257.399,77	R$ -	Judicial	Fiscal
Bradesco	2.060.545-6	Indeterminado	2.656.570,48	R$ -	Judicial	Fiscal
Caixa Geral	0061/12	Indeterminado	9.700.359,77	13.248.861,10	Judicial	Fiscal
HSBC	04540476736/001	31/07/2015	4.823.318,15	R$ -	Judicial	Fiscal
HSBC	04540482388/001	24/08/2015	2.812.489,04	R$ -	Judicial	Fiscal
HSBC	4540487584/001	10/09/2015	737.532,37	R$ -	Judicial	Fiscal
ABC Brasil	3258414	Indeterminado	1.259.491,51	1.342.719,90	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 32

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

Outras Garantias

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
J.Malucelli	02-0750-0153112	02/09/2015	60.507,96	R$ -	Outros	Concessão de Uso
J.Malucelli	02-0775-0244382	04/07/2015	12.923,64	R$ -	Outros	Concessão de Uso
Bradesco	2.027.032-2	27/12/2017	562.930,36	R$ -	Outros	Concessão de Uso
Safra	307.136-1	09/02/2015	2.409.968,88	R$ -	Outros	Fiança Locatícia
Safra	307.561-7	02/01/2015	1.470.426,57	R$ -	Outros	Fiança Locatícia

Garantia em Juízo

	Bloqueio	Deposito Judicial	Bens em Garantia
TOTAL	4.364.578,71	118.277.753,26	86.116.309

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 33

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

ANEXO B

Anatel Bonds

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
Fator Seguradora	107750002008	22/05/2015	31.953.196,80	10.333.851,80	Anatel	Performance
Fator Seguradora	107750002007	22/05/2015	106.981.056,00	92.262.140,80	Anatel	Performance
Fator Seguradora	107750002009	22/05/2015	12.034.668,80	3.892.082,68	Anatel	Performance
Fator Seguradora	107750002010	22/05/2015	78.678.521,60	25.445.096,69	Anatel	Performance
Fator Seguradora	107750002011	22/05/2015	102.360.137,60	88.276.988,28	Anatel	Performance
Austral	207750007111	01/08/2015	124.008.416,00	65.649.503,39	Anatel	Performance
Austral	207750007112	01/08/2015	78.412.768,00	41.511.370,31	Anatel	Performance
ABC Brasil	3234214	22/05/2015	3.608.505,60	2.728.442,72	Anatel	Performance
ABC Brasil	3234314	22/05/2015	6.615.884,80	5.002.365,17	Anatel	Performance
ABC Brasil	3234514	22/05/2015	3.226.832,00	2.439.853,85	Anatel	Performance
ABC Brasil	3234614	22/05/2015	4.091.046,40	3.093.298,72	Anatel	Performance
ABC Brasil	3234814	22/05/2015	196.000,00	148.198,40	Anatel	Performance

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 34

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

Garantias Judiciais

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
J.Malucelli	02-0750-0153113	16/09/2015	21.138,87	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0172306	12/04/2017	2.895.905,52	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176534	18/06/2015	76.729,88	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176537	18/06/2015	78.422,32	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176530	18/06/2015	1.257.834,06	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176531	18/06/2015	23.500,50	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176532	18/06/2015	1.177.852,22	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176515	18/06/2015	21.345,34	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176516	18/06/2015	88.434,96	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176506	18/06/2015	456.063,94	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176509	18/06/2015	276.283,07	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176517	18/06/2015	14.438,48	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176518	18/06/2015	136.949,70	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176514	18/06/2015	223.402,69	R$ -	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 35

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

J.Malucelli	02-0775-0176520	18/06/2015	92.065,36	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176521	18/06/2015	1.750.218,72	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176522	18/06/2015	71.460,17	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176523	18/06/2015	47.121,37	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176524	18/06/2015	360.720,38	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176542	18/06/2015	333.166,30	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176553	18/06/2015	8.940,89	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176556	18/06/2015	811.395,28	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176560	18/06/2015	21.998,00	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176557	18/06/2015	92.826,79	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176562	18/06/2015	260.876,12	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176563	18/06/2015	29.785,74	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176564	18/06/2015	30.740,50	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176569	18/06/2015	254.434,11	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176572	18/06/2015	8.824,19	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176575	18/06/2015	1.296.866,18	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176540	18/06/2015	15.251,54	R$ -	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 36

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

J.Malucelli	02-0775-0176535	18/06/2015	1.295.938,55	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176519	18/06/2015	20.199.768,82	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176558	18/06/2015	42.620,54	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0177267	27/06/2015	409.674,13	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0177686	03/07/2015	5.309.016,52	R$ -	Judicial	Cível
J.Malucelli	02-0775-0177861	05/07/2015	164.164,66	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178391	12/07/2015	127.564,71	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178389	12/07/2015	101.439,09	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178403	12/07/2015	621.692,33	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178406	12/07/2015	156.235,72	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178374	12/07/2015	275.000,10	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178375	12/07/2015	212.592,26	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178373	12/07/2015	8.667,96	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178387	12/07/2015	20.920,53	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178400	12/07/2015	11.732,88	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178782	17/07/2015	226.270,84	R$ -	Judicial	Cível
J.Malucelli	02-0775-0180237	07/08/2015	134.947,72	R$ -	Judicial	Cível

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 37

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

J.Malucelli	02-0775-0181853	28/08/2015	47.034,28	R$ -	Judicial	Cível
J.Malucelli	02-0775-0182434	06/09/2015	97.500,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0182988	12/09/2015	29.120,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0184951	09/10/2015	7.551,21	R$ -	Judicial	Cível
Austral	207750002557	22/11/2015	1.097.676,50	R$ -	Judicial	Fiscal
Austral	207750002558	22/11/2015	904.905,15	R$ -	Judicial	Fiscal
Austral	207750002559	22/11/2015	180.207,80	R$ -	Judicial	Fiscal
Austral	207750002592	06/12/2015	1.980.865,67	R$ -	Judicial	Fiscal
Austral	207760000700	07/12/2015	26.520,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0189993	12/12/2015	26.137,42	R$ -	Judicial	Cível
J.Malucelli	02-0775-0192902	17/01/2016	14.170,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0195357	25/02/2016	27.047,80	R$ -	Judicial	Cível
J.Malucelli	02-0775-0194208	06/02/2018	185.024,63	R$ -	Judicial	Fiscal
Austral	207750003098	02/04/2016	1.445.356,78	R$ -	Judicial	Fiscal
Austral	207750003101	04/04/2016	32.235.939,45	R$ -	Judicial	Fiscal
Austral	207750003057	25/03/2016	5.018.419,22	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0240720	12/06/2016	2.487.364,30	R$ -	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 38

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

Austral	207760001007	02/04/2016	17.725,27	R$ -	Judicial	Cível
Austral	207760001042	30/04/2016	27.120,00	R$ -	Judicial	Cível
Austral	207750003439	17/05/2016	2.133,27	R$ -	Judicial	Fiscal
Austral	207750003448	17/05/2016	2.176,93	R$ -	Judicial	Fiscal
Austral	207750003440	17/05/2016	7.276,00	R$ -	Judicial	Fiscal
Austral	207750003494	17/05/2016	16.390,94	R$ -	Judicial	Fiscal
Austral	207750003443	17/05/2016	19.719,22	R$ -	Judicial	Fiscal
Austral	207750003447	17/05/2016	36.751,03	R$ -	Judicial	Fiscal
Austral	207750003434	17/05/2016	38.680,14	R$ -	Judicial	Fiscal
Austral	207750003449	17/05/2016	108.774,80	R$ -	Judicial	Fiscal
Austral	207750003445	17/05/2016	124.340,12	R$ -	Judicial	Fiscal
Austral	207750003442	17/05/2016	302.352,18	R$ -	Judicial	Fiscal
Austral	207750003444	17/05/2016	325.548,35	R$ -	Judicial	Fiscal
Austral	207750003441	17/05/2016	382.094,86	R$ -	Judicial	Fiscal
Austral	207750003435	17/05/2016	704.006,80	R$ -	Judicial	Fiscal
Austral	207750003437	17/05/2016	759.528,65	R$ -	Judicial	Fiscal
Austral	207750003436	17/05/2016	911.966,24	R$ -	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 39

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

Austral	207750003438	17/05/2016	3.738.083,37	R$ -	Judicial	Fiscal
Austral	207760001075	17/05/2016	236.046,95	R$ -	Judicial	Fiscal
Austral	207760001076	17/05/2016	1.355.034,00	R$ -	Judicial	Cível
Austral	207750003501	17/05/2016	224.355,62	R$ -	Judicial	Fiscal
Austral	207750003499	17/05/2016	328.657,17	R$ -	Judicial	Fiscal
Austral	207750003500	17/05/2016	10.722,22	R$ -	Judicial	Fiscal
Austral	207550003498	17/05/2016	53.759,75	R$ -	Judicial	Fiscal
Austral	207750003497	17/05/2016	97.665,75	R$ -	Judicial	Fiscal
Austral	207750003558	07/06/2018	511.602,98	R$ -	Judicial	Fiscal
Austral	207760001107	07/06/2016	21.320,00	R$ -	Judicial	Cível
Austral	207750003578	10/06/2016	183.410,46	R$ -	Judicial	Fiscal
Austral	207750003580	10/06/2016	14.334,57	R$ -	Judicial	Fiscal
Austral	207760001120	19/06/2016	29.856,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0197717	03/03/2016	961.621,81	R$ -	Judicial	Fiscal
J.Malucelli	207750208489	30/07/2016	428.433,59	R$ -	Judicial	Fiscal
Austral	207750004034	05/09/2016	69.255,10	R$ -	Judicial	Cível
Austral	207750004148	23/09/2016	70.769,16	R$ -	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 40

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

Austral	207750004150	23/09/2016	3.979,27	R$ -	Judicial	Fiscal
Austral	207750004146	23/09/2016	5.526,80	R$ -	Judicial	Fiscal
Austral	207750004147	23/09/2016	2.711,62	R$ -	Judicial	Fiscal
Austral	207750004145	23/09/2016	7.636,74	R$ -	Judicial	Fiscal
Austral	207760001306	01/10/2016	26.126.13	R$ -	Judicial	Cível
Austral	207750005249	06/12/2015	562.418,41	R$ -	Judicial	Fiscal
Austral	207750005248	22/11/2015	199.202,55	R$ -	Judicial	Fiscal
Austral	207750005251	22/11/2015	72.072,42	R$ -	Judicial	Fiscal
Austral	207750005250	22/11/2015	130.423,91	R$ -	Judicial	Fiscal
Ace Seguros	17.75.0000654.12	18/02/2017	69.255,10	R$ -	Judicial	Cível
Ace Seguros	17.75.0000684.12	01/04/2017	2.134.282,67	R$ -	Judicial	Cível
Ace Seguros	17.75.0000746.12	09/05/2017	133.705,00	R$ -	Judicial	Cível
Ace Seguros	17.75.0000747.12	09/05/2017	142.211,89	R$ -	Judicial	Cível
Austral	20776001487	07/12/2015	1.531,61	R$ -	Judicial	Trabalhista
Itaú BBA	KH4.04/04	Indeterminado	8.731.962,57	9.530.947,21	Judicial	Fiscal
Santander	180766506	Indeterminado	4.407.770,67	R$ -	Judicial	Fiscal
Bradesco	2.029.910-P	Indeterminado	1.427.788,00	R$ -	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 41

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

Bradesco	2.032.715-4	Indeterminado	271.096,13	R$ -	Judicial	Fiscal
Bradesco	2.034.604-3	Indeterminado	1.008.244,00	R$ -	Judicial	Fiscal
Bradesco	2.040.906-1	14/09/2015	233.784,00	R$ -	Judicial	Trabalhista
Bradesco	2.042.526-1	Indeterminado	647.720,81	R$ -	Judicial	Fiscal
Bradesco	2.043.461-9	Indeterminado	3.982.922,59	R$ -	Judicial	Fiscal
Bradesco	2.043.325-6	Indeterminado	1.304.356,12	R$ -	Judicial	Fiscal
Bradesco	2.045.058-4	Indeterminado	586.218,01	R$ -	Judicial	Fiscal
Bradesco	2.046.903-P	Indeterminado	1.091.596,02	R$ -	Judicial	Fiscal
Bradesco	2.047.296-0	Indeterminado	2.229.530,43	R$ -	Judicial	Ambiental
Bradesco	2.047.609-5	Indeterminado	16.364,00	R$ -	Judicial	Fiscal
Bradesco	2.047.808-p	Indeterminado	2.958.345,56	R$ -	Judicial	Fiscal
Bradesco	2.053.184-3	Indeterminado	778.511,95	R$ -	Judicial	Fiscal
Bradesco	2.054.290-p	Indeterminado	11.580.289,00	R$ -	Judicial	Fiscal
Bradesco	2.053.185-1	Indeterminado	21.773.289,00	R$ -	Judicial	Fiscal
Bradesco	2.053.186-p	Indeterminado	26.699.435,32	R$ -	Judicial	Fiscal
Bradesco	2.053.246-7	Indeterminado	82.824,35	R$ -	Judicial	Fiscal
Bradesco	2.058.354-1	Indeterminado	37.809.554,62	R$ -	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 42

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

Bradesco	2.059.775-5	Indeterminado	136.779,87	R$ -	Judicial	Trabalhista
Bradesco	2.060.546-4	Indeterminado	1.415.522,58	R$ -	Judicial	Fiscal
Bradesco	2.060.544-8	Indeterminado	257.399,77	R$ -	Judicial	Fiscal
Bradesco	2.060.545-6	Indeterminado	2.656.570,48	R$ -	Judicial	Fiscal
Caixa Geral	0061/12	Indeterminado	9.700.359,77	13.248.861,10	Judicial	Fiscal
HSBC	04540476736/001	31/07/2015	4.823.318,15	R$ -	Judicial	Fiscal
HSBC	04540482388/001	24/08/2015	2.812.489,04	R$ -	Judicial	Fiscal
HSBC	4540487584/001	10/09/2015	737.532,37	R$ -	Judicial	Fiscal
ABC Brasil	3258414	Indeterminado	1.259.491,51	1.342.719,90	Judicial	Fiscal

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 43

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

Outras Garantias

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
J.Malucelli	02-0750-0153112	02/09/2015	60.507,96	R$ -	Outros	Concessão de Uso
J.Malucelli	02-0775-0244382	04/07/2015	12.923,64	R$ -	Outros	Concessão de Uso
Bradesco	2.027.032-2	27/12/2017	562.930,36	R$ -	Outros	Concessão de Uso
Safra	307.136-1	09/02/2015	2.409.968,88	R$ -	Outros	Fiança Locatícia
Safra	307.561-7	02/01/2015	1.470.426,57	R$ -	Outros	Fiança Locatícia

Garantia em Juízo

	Bloqueio	Deposito Judicial	Bens em Garantia
TOTAL	4.364.578,71	118.277.753,26	86.116.309

Financiamentos

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Página 44

Continuação do PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA. EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

BANCO	NÚMERO DO CONTRATO	DATA DA CONTRATAÇÃO	VALOR DO CONTRATO	TIPO
Banco do Brasil	307.001.181	31/10/2012	400.000.000,00	CCB
Caixa Econômica Federal	21.3150.777.0000001-97	08/12/2011	640.000.000,00	CCB
China Development Bank	Non-Sinosure	20/04/2012	250.000.000,00	Empréstimo
China Development Bank	Sinosure	20/04/2012	250.000.000,00	Empréstimo
Banco do Brasil	21/00631-8	20/12/2010	927.040,00	FINAME
Banco do Brasil	40/009 01-7 / 40/008 96-7	27/06/2013	136.061,98	FINAME
Banco do Brasil	40/009 02-5	13/08/2013	107.434,56	FINAME
Banco do Brasil	40/009 01-7	18/02/2014	829.154,53	FINAME
Banco do Brasil	40/009 02-5	21/03/2014	176.265,77	FINAME
Banco do Brasil	40/008 96-7	21/03/2014	68.439,48	FINAME
Banco do Brasil	40/008 97-5	25/06/2013	9.661,50	FINAME

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

Exhibit 99.16

PRIMEIRO ADITIVO À CÉDULA DE CRÉDITO BANCÁRIO Nº 307.001.181, EMITIDA POR NEXTEL TELECOMUNICAÇÕES LTDA., EM 31/10/2012, EM FAVOR DO BANCO DO BRASIL S.A., NO VALOR DE R$ 400.000.000,00 (QUATROCENTOS MILHÕES DE REAIS).

----------------------------------------------------------------------------------------------------------------------------------------

ANEXO C

1)    Capital Research and Management Co.;

2)    Aurelius Capital Management, LP;

3)    JP Morgan Asset Management;

4)    GoldenTree Asset Management;

5)    Empyrean Capital Partners;

6)    Whitebox Advisors;

7)    JMB Capital;

8)    Benefit Street Partners;

9)    Credit Suisse Securities; ou

10)    qualquer das Afiliadas das empresas descritas nos itens (1) a (9), acima.

CENTRAIS DE ATENDIMENTO TELEFÔNICO - Para eventuais informações, sugestões, reclamações ou quaisquer outros esclarecimentos que se fizerem necessários a respeito deste Primeiro Aditivo à Cédula de Crédito Bancário nº 307.001.181, o Banco coloca à minha (nossa) disposição os seguintes telefones:Central de Atendimento BB-CABB: (i) Para capitais e regiões metropolitanas: 4004 0001; (ii) Demais regiões: 0800 729 0001; SAC - Serviço de Atendimento ao Consumidor: 0800 729 0722; Central de Atendimento a pessoas com deficiência auditiva ou de fala: 0800 729 0088; Ouvidoria BB: 0800 729 5678

EX-99.17

Exhibit 99.17

INSTRUMENTO DE ASSUNÇÃO MÚTUA DE OBRIGAÇÃO DE NÃO FAZER E OUTRAS AVENÇAS

As seguintes partes (as “Partes”), a saber:

(a)BANCO DO BRASIL S.A., sociedade de economia mista, com sede em Brasília, Distrito Federal, na SBS Quadra 01, Bloco C, Lote 32 – Setor Bancário Sul, inscrita no CNPJ/MF sob o nº 00.000.000/0001-91, por sua filial, Agência Large Corporate 3070 (SP), localizada na cidade de São Paulo, Estado de São Paulo, na Av. Paulista, 2.300, 2º andar, Cerqueira César, inscrita no CNPJ/MF sob o nº 00.000.000/1947-00, neste ato representada na forma de seu estatuto social (“Banco do Brasil”); e

(b)CAIXA ECONÔMICA FEDERAL, instituição financeira sob a forma de empresa pública, criada nos termos do Decreto-lei nº 759, de 12 de agosto de 1969, vinculada ao Ministério da Fazenda, com sede em Brasília, Distrito Federal, por sua Superintendência Regional de Osasco, com endereço em Brasília, Distrito Federal, no Setor Bancário Sul, Quadra 4, Lotes 3 e 4, inscrita no CNPJ/MF sob o nº 00.360.305/0001-04, neste ato representada na forma de seu estatuto social (“CEF” e, em conjunto com o Banco do Brasil, os “Credores”);

(c)NEXTEL TELECOMUNICAÇÕES LTDA., sociedade empresária limitada, com sede em São Paulo, Estado de São Paulo, na Av. das Nações Unidas, 14.171, 32º andar, Rochavera Crystal Tower, inscrita no CNPJ/MF sob o nº 66.970.229/0001-67, neste ato representada na forma de seu contrato social (“Nextel”); e

(d)NEXTEL TELECOMUNICAÇÕES S.A., sociedade por ações de capital aberto, com sede em São Paulo, Estado de São Paulo, na Av. das Nações Unidas, 14.171, 32º andar, Rochavera Crystal Tower, inscrita no CNPJ/MF sob o nº 00.169.369/0001-22, neste ato representada de seu estatuto social (“Nextel S.A.”).

CONSIDERANDO QUE:

(i) a Nextel emitiu (i) em 8 de dezembro de 2011, em favor da CEF, a Cédula de Crédito Bancário nº 21.3150.777.0000001-97, no valor de R$640.000.000,00 (seiscentos e quarenta milhões de reais) (conforme aditada nesta data, “CCB CEF”); e (ii) em 31 de outubro de 2012, em

favor do Banco do Brasil, a Cédula de Crédito Bancário nº 307.001.181, no valor de R$400.000.000,00 (quatrocentos milhões de reais) (nesta data, “CCB BB” e, em conjunto com a CCB CEF, as “CCBs”); e

(ii) em razão da não obtenção, pela Nextel, do índice obtido pela divisão de sua Dívida Líquida pelo EBTIDA igual ou inferior a 2,50 (dois inteiros e cinquenta centésimos), nos termos da Cláusula 10.1(i) da CCB BB e da Cláusula Décima Primeira da CCB CEF, com relação aos períodos compreendidos entre o primeiro e o segundo semestre de 2014, a Nextel e os Credores pretendem promover a reestruturação das dívidas representadas pelas CCBs (“Dívidas”). Para tanto, (a) a Nextel outorgou aos Credores garantia real às Dívidas, consistente na cessão fiduciária de recebíveis representados por faturas de prestação de serviços de telecomunicação e recursos depositados ou mantidos nas Contas Vinculadas (conforme definidas nas CCBs), nos termos dos aditamentos às CCBs celebrados nesta data; (b) os Credores pretendem suspender, por certo período, nos termos do presente instrumento, a exigibilidade do principal das Dívidas e de certas obrigações da Nextel previstas nas CCBs, sujeitas a certas condições resolutivas; e (c) as Partes pretendem estabelecer os termos e condições da reestruturação das Dívidas, a ser formalizada por meio de aditamentos às CCBs, cuja celebração estará sujeita a certas condições suspensivas;

RESOLVEM celebrar o presente Instrumento de Assunção Mútua de Obrigação de Não Fazer e outras Avenças (o “Contrato), que se regerá de acordo com as seguintes cláusulas e condições:

1.Definições

1.1.Sempre que forem empregados no presente Contrato, a menos que o contexto exija de outra forma, os termos não definidos no presente Contrato terão os mesmos significados a eles atribuídos nas CCBs.

1.2.Ademais, para efeitos de interpretação e execução do presente Contrato:

“Afiliada” de qualquer Pessoa significa outra Pessoa que, direta ou indiretamente, por meio de um ou mais intermediários, Controle, seja Controlada, ou esteja sob o Controle comum com essa primeira Pessoa. Adicionalmente, no caso de uma Pessoa que seja um fundo de investimentos ou cujo acionista Controlador seja um fundo de investimentos, também será considerada uma “Afiliada”: (i) o gestor

ou o quotista ou uma Afiliada do gestor ou do quotista desse fundo de investimento, (ii) outro fundo de investimento administrado ou gerido pelo gestor ou quotista ou uma Afiliada do gestor ou quotista desse fundo de investimento, e (iii) qualquer Pessoa que seja, direta ou indiretamente, Controlada, ou esteja sob o Controle comum desse fundo de investimento, seja individualmente ou em conjunto com outra Afiliada, ou qualquer das outras Pessoas acima expostas.

“Afiliada Brasileira” significa com relação a qualquer Pessoa uma Afiliada domiciliada no Brasil.

“Controle” (incluindo seus significados correlatos) significa, de acordo com o Artigo 116 da Lei das S.A., (a) o poder para eleger a maioria do conselho de administração, ou órgão semelhante, da Pessoa controlada ou, de outro modo, conduzir os negócios ou políticas dessa Pessoa (por contrato ou de outro modo), e (b) a posse direta ou indireta de direitos que concedam à Pessoa Controladora a maioria dos votos na assembleia geral de acionistas ou reunião similar, da Pessoa Controlada.

“Dívida Líquida” significa o valor calculado em bases consolidadas, na respectiva data de verificação, determinado de acordo com os princípios contábeis geralmente aceitos no Brasil, igual (a) à soma dos Passivos junto a instituições financeiras, dos títulos e valores mobiliários representativos de dívida emitidos, e do saldo líquido de operações de derivativos (passivos menos ativos de operações com derivativos); diminuído (b) das disponibilidades (caixa, bancos, aplicações de liquidez imediata ou aplicações de curto prazo, títulos e valores mobiliários de própria emissão ou de terceiros, e títulos públicos e privados de qualquer natureza) e (c) dos efeitos da marcação a mercado das operações de derivativos.

“EBTIDA” significa o lucro operacional da Nextel, em bases consolidadas, relativo aos 12 (doze) últimos meses, somado às despesas de depreciação e amortização, todos determinados de acordo com os princípios contábeis geralmente aceitos no Brasil.

“Parte Relacionada” de qualquer Pessoa especificada terá o significado descrito na Deliberação nº 642 de 7 de outubro de 2010 emitida pela Comissão de Valores Mobiliários, e também incluirá, na medida em que não seja repetido, (i) qualquer Afiliada dessa Pessoa, (ii) qualquer diretor, conselheiro, quotista, acionista, funcionário ou administrador dessa Pessoa ou uma Afiliada dessa Pessoa, (iii) qualquer cônjuge, ex-cônjuge, ascendente, descendente ou parente colateral até o segundo grau dessa Pessoa, uma Afiliada dessa Pessoa ou qualquer diretor, conselheiro, quotista, acionista, funcionário

ou administrador dessa Pessoa ou uma Afiliada dessa Pessoa, e (iv) qualquer Afiliada dos acima expostos.

“Passivo” significa o valor principal dos títulos e valores mobiliários representativos de dívida emitidos junto a instituições financeiras registrados no balanço consolidado da Nextel nas datas de medição, todos determinados de acordo com os princípios contábeis geralmente aceitos no Brasil.

“Pessoa” significa qualquer entidade governamental ou qualquer pessoa física, firma, parceria, sociedade, sociedade de responsabilidade limitada, joint venture, associação, fundos, fundos de investimento, agente fiduciário, organização sem personalidade jurídica, ou outra entidade ou organização, quer seja uma pessoa jurídica ou não.

1.3.Exceto quando o contexto não permitir tal interpretação:

(i)palavras que denotam o singular incluirão o plural e vice-versa;

(ii)referências ao Contrato ou a qualquer outro documento devem incluir eventuais alterações e aditivos que venham a ser celebrados entre as Partes;

(iii)referências a diplomas legais devem ser interpretadas de acordo com tais diplomas legais, conforme alterados; e

(iv)os títulos dos capítulos e das cláusulas do Contrato e de seus Anexos não devem ser usados na sua aplicação ou interpretação.

2.Suspensão de Exigibilidade

2.1.Suspensão de Exigibilidade. Pelo presente Contrato, e sujeito às condições resolutivas constantes no presente Contrato, os Credores concordam que, até 15 de setembro de 2015 (“Período de Suspensão”), (i) não será devido qualquer pagamento das parcelas de principal no âmbito da Cláusula Segunda, alínea (b), incisos (V) e (VI) da CCB CEF, não obstante o originalmente constante em tais Cláusulas; e (ii) não será exigível a obrigação de manutenção do índice financeiro, conforme determina a Cláusula 10.1(i) da CCB BB e a Cláusula Décima Primeira da CCB CEF com relação aos períodos de 30 de junho de 2014, 31 de dezembro de 2014 e 30 de junho de 2015, não obstante

o originalmente constante em tais Cláusulas (“Suspensão de Exigibilidade”). Não obstante, fica preservada a obrigação de reportar (i) os balancetes semestrais não auditados encerrados em 30 de junho até o dia 15 de agosto de cada ano, e (ii) as demonstrações financeiras encerradas em 31 de dezembro, consolidadas e auditadas, até o dia 5 de maio de cada ano, nos termos da Cláusula 10.3 da CCB BB e da Cláusula Décima Primeira da CCB CEF.

2.2.Efeitos da Suspensão de Exigibilidade. A Suspensão de Exigibilidade não implica nem será interpretada (i) como novação ou renúncia, provisória ou definitiva, por parte de quaisquer dos Credores, acerca dos direitos suspensos nos termos da Suspensão de Exigibilidade; e (ii) como novação, suspensão ou renúncia, provisória ou definitiva, por parte de quaisquer dos Credores, acerca de quaisquer outros direitos que lhes sejam conferidos por lei ou pelos instrumentos contratuais dos quais são parte, exceto conforme expressamente constante na Cláusula 2.1 acima. A Suspensão de Exigibilidade não ensejará, em nenhuma hipótese, a liberação ou desoneração das garantias outorgadas pela Nextel em favor dos Credores em relação às Dívidas, que permanecerão válidas e eficazes, inclusive durante o Período de Suspensão, para todos os fins de direito.

3.Obrigações da Nextel

3.1.Acesso à Informação. Os Credores terão acesso amplo e irrestrito à situação financeira, bem como acesso às informações do negócio, da Nextel, e quaisquer Afiliadas Brasileiras, bem como sobre o processo de recuperação judicial (Chapter 11 proceeding) da NII Holdings, Inc. (“Processo de Recuperação”), sempre que de forma razoável solicitar, sendo que a Nextel e suas Afiliadas manterão os Credores atualizados sobre o Processo de Recuperação conforme meios próprios utilizados para divulgação, quais sejam, informações divulgadas pelo “Diretor de Relação com Investidores” da NII Holdings, Inc. e pelo site https://cases.primeclerk.com/nii/, sem prejuízo das demais informações que quaisquer dos Credores venham a solicitar de forma razoável. Ainda, a Nextel ou suas Afiliadas informarão prontamente aos Credores sobre toda e qualquer informação que venha a afetar diversamente de forma material seus negócios ou suas operações.

3.2.Acordo com credores. Nenhum contrato, acordo ou entendimento com credores da Nextel ou de suas Afiliadas poderá ser celebrado a partir dessa data, sem prévia e expressa anuência dos Credores (i) para oferecer ou criar quaisquer ônus, gravames ou garantias sobre bens e ativos da Nextel ou de suas Afiliadas Brasileiras; ou (ii) que contenha termos e condições mais favoráveis aos credores em comparação com as obrigações originalmente pactuadas com tais credores ou com as obrigações para com os Credores, incluindo, sem limitação, pagamento de quaisquer de suas

obrigações com credores de forma que o cronograma de pagamento seja diferente daquele originalmente pactuado. As obrigações constantes da presente Cláusula não serão aplicáveis (a) outorga de garantias reais como contragarantia em contratações de seguros e seguros garantias em geral; (b) outorga de garantias reais como contragarantia em nova fiança bancária para garantia judicial ou realização de novos depósitos judiciais limitadas, no caso das garantias outorgadas nos termos desse item (b) ao valor global de R$150.000.000,00 (cento e cinquenta milhões de reais); (c) outorga de garantias reais ou pessoais em contratos de locação de sites; (d) outorga de garantias reais ou pessoais em contratos de collocation (i.e. contratos com outras operadoras para instalação de equipamentos em torres); (e) financiamentos concedidos pela Agência Nacional de Telecomunicações - ANATEL (“ANATEL”), incluindo suas renovações, (f) garantias em favor da ANATEL, (g) garantias reais outorgadas como contragarantia para emissão de novas performance bonds em favor da ANATEL, neste caso, sujeito à aprovação prévia dos Credores, as quais deverão ser manifestadas dentro do período de 45 (quarenta e cinco) dias contados de tal questionamento formulado mediante notificação escrita, desde que comprovado o recebimento de tal notificação pelo CREDOR, sendo certo que a não manifestação por parte de ambos os Credores não implicará aprovação tácita e (h) renovações de quaisquer operações já detidas pela Nextel ou suas Afiliadas Brasileiras identificadas no Anexo I deste Contrato, sendo que as garantias a serem outorgadas nos termos desse item (h) deverão estar limitadas ao valor garantido pela fiança e/ou performance bond, conforme indicado em tal anexo; sendo que as garantias reais outorgadas nos termos dos itens (a), (c) e (d) acima estão limitadas ao valor global de R$50.000.000,00 (cinquenta milhões de reais).

3.3.Não Ação. Durante o Período de Suspensão, a Nextel, por si e por suas Afiliadas, se obriga a: (i) não tomar nenhuma medida judicial, arbitral ou extrajudicial visando a questionar, anular ou invalidar quaisquer disposições contidas nos instrumentos constitutivos das CCBs ou das garantias das Dívidas; e (ii) não discutir a eficácia ou, de qualquer forma, questionar quaisquer outros créditos que a Nextel ou qualquer de suas Afiliadas detenha ou venha a deter contra os Credores, exceto se, com relação a cada CCB, o respectivo Credor estiver inadimplente com suas obrigações constantes na Cláusula 2.1 acima, levando-se em conta o disposto na Cláusula 4.1 deste Contrato.

3.3.1.Sem prejuízo do disposto na Cláusula 3.3, a Nextel, por si e por suas Afiliadas, assegura aos Credores que, durante ou após o Período de Suspensão, não tomará nenhuma medida judicial, arbitral ou extrajudicial visando a, sob qualquer forma questionar, disputar ou recuperar recursos já disponibilizados ou garantias prestadas aos Credores no âmbito das CCBs e, no caso das Afiliadas, no âmbito de quaisquer outros contratos celebrados com os

Credores, exceto se, com relação a cada CCB, o respectivo Credor tenha cumprido com suas obrigações constantes na Cláusula 2.1 acima, levando-se em conta o disposto na Cláusula 4.1 deste Contrato.

4.Condições Resolutivas à Suspensão de Exigibilidade

4.1.Condições Resolutivas. Caso quaisquer das condições resolutivas abaixo listadas (as “Condições Resolutivas”) ocorram, a Suspensão de Exigibilidade estará automaticamente resolvida, de pleno direito, independentemente de qualquer notificação ou outra formalidade, nos termos do artigo 127 da Lei 10.406/2002:

(i)ocorrência de qualquer hipótese de vencimento antecipado prevista na Cláusula Quarta do Primeiro Aditamento à CCB CEF, com exceção das obrigações cuja exigibilidade estão suspensas nos termos da Cláusula 2.1 do presente Contrato, ou de qualquer hipótese de pagamento antecipado obrigatório prevista na Cláusula Décima Terceira da CCB CEF sem que o respectivo pagamento seja realizado;

(ii)ocorrência de qualquer hipótese de vencimento antecipado prevista na Cláusula 10.1 da CCB BB (com exceção das obrigações cuja exigibilidade estão suspensas nos termos da Cláusula 2.1do presente Contrato) ou de qualquer hipótese de pagamento antecipado obrigatório prevista na Cláusula 11.1 da CCB BB sem que o respectivo pagamento seja realizado;

(iii)inadimplemento, pela Nextel ou pela Nextel S.A., de qualquer obrigação prevista no presente Contrato não sanado no prazo de 5 (cinco) dias a contar de sua ocorrência;

(iv)falsidade, erro ou incorreção material das declarações da Nextel prestadas no presente Contrato;

(v)caso a Nextel ou qualquer de suas Afiliadas Brasileiras seja declarada insolvente por decisão judicial, ou reconheça publicamente ou perante qualquer um dos Credores, sua impossibilidade de satisfazer suas obrigações pecuniárias, ou caso tal impossibilidade seja notória, em ambos os casos no valor global de R$10.000.000,00 (dez milhões de reais); e

(vi)liquidação da NII Holdings, Inc. ou rejeição definitiva do plano de recuperação judicial (reorganization plan) no contexto do Processo de Recuperação.

4.2.Efeitos da Resolução da Suspensão de Exigibilidade. Caso qualquer das Condições Resolutivas se verifique, a Suspensão de Exigibilidade será resolvida e os Credores ficarão livres para o exercício de seus direitos em face da Nextel e seus garantidores, observados os termos constantes das CCBs.

5.Reestruturação das Dívidas

5.1.Condições Suspensivas. As Partes se obrigam a celebrar os aditamentos às CCBs, na forma da Cláusula 5.2, tão logo sejam satisfeitas as seguintes condições suspensivas (as “Condições Suspensivas”):

(i)o plano de recuperação no âmbito do Processo de Recuperação tenha sido efetivado (i.e. não sujeito a condição material de qualquer natureza) pelo juízo falimentar competente, nos termos da legislação aplicável (a “Aprovação”);

(ii)o plano de recuperação objeto da Aprovação (a) não implique, direta ou indiretamente, a incapacidade da Nextel ou da Nextel S.A. de cumprir com suas obrigações no âmbito do presente Contrato e das CCBs e/ou (b) não contemple a assunção, por parte das Afiliadas Brasileiras, de nenhuma obrigação ou ônus em desacordo ou inconsistente com o previsto nesse Contrato ou nas CCBs;

(iii)a Aprovação ocorra antes do fim do Período de Suspensão;

(iv)não tenha ocorrido um evento de vencimento antecipado ou hipótese de pagamento antecipado obrigatório no âmbito das CCBs, bem como a Nextel e a Nextel S.A. não tenham descumprido nenhuma das disposições das CCBs ou deste Contrato, exceto, com relação às CCBs, às obrigações sujeitas à Suspensão de Exigibilidade;

(v)a NII Holdings, Inc., bem como qualquer outra Parte Relacionada que detenha ou venha a deter créditos contra qualquer das Afiliadas Brasileiras, tenha celebrado com as Partes contrato de subordinação de seus créditos às obrigações constantes das CCBs, em forma e substância satisfatórias aos Credores (“Contrato de Subordinação”); e

(vi)os Credores tenham recebido parecer legal (legal opinion) dos advogados externos da NII Holdings, Inc. atestando capacidade e autoridade para celebração do Contrato de Subordinação, bem

como a validade e eficácia de seus termos com relação a tal parte, em termos satisfatórios aos Credores.

5.2.Celebração das CCBs. Caso todas as Condições Suspensivas descritas na Cláusula 5.1 sejam satisfeitas, no prazo de 5 (cinco) dias úteis a contar da data da Aprovação e/ou da confirmação de cumprimento de todas tais condições, o que ocorrer por último, (i) a Nextel e o Banco do Brasil se obrigam a celebrar o aditamento à CCB BB, substancialmente na forma da minuta constante do Anexo 5.2(i) ao presente Contrato; e (ii) a Nextel e a CEF se obrigam a celebrar o aditamento à CCB CEF, substancialmente na forma da minuta constante do Anexo 5.2(ii) ao presente Contrato.

5.3.Obrigação de Informar. A Nextel compromete-se a comunicar imediatamente os Credores sobre a obtenção da Aprovação.

6.Vigência

6.1.Vigência. O presente Contrato vigerá a partir da data de assinatura deste Contrato até o fim do Período de Suspensão, ressalvadas as disposições das Cláusulas 3.1, 3.3.1, 7.1, 8.1 e 9.5, que vigorarão até o pagamento integral e irrevogável das CCBs.

7.Foro

7.1.Foro. Este Contrato será regido e interpretado de acordo com as leis da República Federativa do Brasil. As Partes elegem o Foro da Cidade de São Paulo, Estado de São Paulo, como competente para julgar quaisquer disputas ou controvérsias oriundas do presente Contrato, com a exclusão de qualquer outro, por mais privilegiado que seja.

8.Comunicações e Notificações

8.1.Notificações. Todas as notificações, comunicações e avisos exigidos ou permitidos de acordo com este Contrato deverão ser feitos por escrito e entregues pessoalmente com protocolo de recebimento, enviados por carta registrada com aviso de recebimento e porte pago ou enviados por fac-símile ou comunicação eletrônica (e-mail) e serão considerados recebidos na data do efetivo recebimento pela Parte notificada, em seu endereço, quando entregues pessoalmente, 3 (três) dias após a postagem, se postados, ou, imediatamente após a confirmação de entrega se enviados por fac-símile ou comunicação eletrônica (por e-mail). As notificações serão enviadas aos endereços abaixo

indicados ou para outro endereço conforme diversamente informado por uma Parte às demais, observadas as formalidades previstas na presente Cláusula:

Para a Nextel:

NEXTEL TELECOMUNICAÇÕES LTDA.

Endereço: Avenida das Nações Unidas, 14171 – 32º andar, Torre Crystal

São Paulo, Brasil, CEP 04794-000

E-mail: financial.operations@nextel.com.br

A/C: Felipe Osmo e Renata Cunha

com cópia para (que não constitui uma notificação):

Motta, Fernandes Rocha - Advogados

Endereço: Alameda Santos, 2335, 10º andar

São Paulo, Brasil, CEP 01451-101

At.: Luis Wielewicki ou Bruno Furiati

Tel/Fax: (11) 3082-9398/ 3082-3272

Email: lwielewicki@mfra.com.br ou bfuriati@mfra.com.br

Se para os Credores:

BANCO DO BRASIL S.A.

Endereço: Avenida Paulista, 2300 – 1º andar, Cerqueira César, Edifício São Luis Gonzaga, CEP 01310-300, São Paulo, SP

E-mail: age3070@bb.com.br / msfneves@bb.com.br

A/C: Maurício Simões de Freitas Neves ou Herick R. S. C. Barbosa

CAIXA ECONÔMICA FEDERAL

Endereço: Avenida Paulista, 1842 – Torre Sul – 2º andar, Bela Vista

CEP01311-200, São Paulo, SP

E-mail: sge5824rj@caixa.gov.br

A/C: Luiz Gustavo Silva Portela ou Fernando Ciotti

com cópia para (que não constitui uma notificação):

Machado, Meyer, Sendacz e Opice Advogados

Endereço: Av. Brigadeiro Faria Lima, 3,144, 11^o andar

São Paulo, Brasil, CEP 01451-000

At.: José Prado ou Renato G. R. Maggio

Tel/Fax: (11) 3150 7000 / 3150 7071

Email: jprado@machadomeyer.com.br ou rmaggio@machadomeyer.com.br

9.Disposições Gerais

9.1.Efeito Vinculante. Este Contrato é celebrado em caráter irrevogável e irretratável, obrigando as Partes, seus sucessores e cessionários permitidos a qualquer título.

9.2.Cessão. Este Contrato não poderá ser alterado ou cedido por qualquer das Partes sem o consentimento prévio, por escrito, das demais Partes. Este Contrato obrigará e beneficiará as Partes e seus respectivos sucessores e cessionários que vierem a ser autorizados.

9.3.Aditamento; Tolerância; Anuência. Este Contrato só poderá ser alterado, substituído, cancelado, renovado ou prorrogado, e só poderá haver renúncia aos termos deste Contrato, por instrumento escrito assinado por todas as Partes ou, em caso de renúncia, pela Parte que estiver renunciando ao direito relevante. Nenhum atraso ou omissão de qualquer das Partes em exercer qualquer direito nos termos deste Contrato deverá operar como uma renúncia a esse direito ou novação, nem impedir o exercício posterior ou subsequente deste.

9.4.Acordo Integral. Este Contrato constitui o acordo integral das Partes acerca das matérias relacionadas à Suspensão da Exigibilidade, substituindo todos os acordos e entendimentos anteriores entre as mesmas, verbais ou por escrito, no que se refere ao seu objeto.

9.5.Cumprimento Específico. As Partes reconhecem e concordam que indenizações em dinheiro podem ser remédios inadequados em caso de descumprimento de qualquer disposição prevista neste Contrato. Dessa forma, o cumprimento de quaisquer obrigações aqui constantes poderá vir a ser exigido na forma específica pela Parte credora da obrigação, nos termos do disposto nos Artigos

466-A e seguintes do Código de Processo Civil, respondendo a Parte infratora pelas perdas e danos a que der causa. Esse remédio não deverá ser considerado como remédio exclusivo para o descumprimento deste Contrato, mas tão somente um recurso adicional a outros remédios disponíveis.

9.6.Despesas. Cada parte será responsável pelo integral pagamento de todas as custas e honorários dos seus respectivos advogados.

9.7.Independência das Disposições. Qualquer termo ou disposição deste Contrato que seja declarado inválido ou inexequível deverá ser considerado ineficaz somente na medida de tal invalidade ou inexequibilidade, sem tornar inválido ou inexequível os termos e disposições remanescentes deste Contrato.

E, POR ESTAREM ASSIM JUSTAS E CONTRATADAS, as Partes firmam o presente Contrato em 4 (quatro) vias de igual teor e forma, para um só efeito, na presença das duas testemunhas abaixo.

São Paulo, 13 de fevereiro de 2015

[Restante da página deixada intencionalmente em branco]

Página de Assinaturas do Instrumento de Assunção Mútua de Obrigação de Não Fazer e Outras Avenças celebrado entre Banco do Brasil S.A., Caixa Econômica Federal, Nextel Telecomunicações Ltda. e Nextel Telecomunicações S.A. em 13 de fevereiro de 2015.

BANCO DO BRASIL S.A.

/s/ Elaine Ap. Scarponi Sartorelli Nome: Elaine Ap. Scarponi Sartorelli Cargo: Gerente de Area UA /s/ Joao Marcos Mizobuti Nome: Joao Marcos Mizobuti Cargo: Gerente de Area UA

CAIXA ECONÔMICA FEDERAL

/s/ Luiz Gustavo Silva Portela Nome: Luiz Gustavo Silva Portela Cargo: Superintendente Executivo /s/ Flavia Silva Nogueira Nome: Flavia Silva Nogueira Cargo: Superintendente Regional S.E.

NEXTEL TELECOMUNICAÇÕES LTDA.

/s/ Sultana Shamim Kahn Nome: Sultana Shamim Kahn Cargo: Vice Presidente de Financas /s/ Gokul V. Hemmady Nome: Gokul V. Hemmady Cargo: Director Presidente

NEXTEL TELECOMUNICAÇÕES S.A.

/s/ Sultana Shamim Kahn Nome: Sultana Shamim Kahn Cargo: Vice Presidente de Financas /s/ Gokul V. Hemmady Nome: Gokul V. Hemmady Cargo: Director Presidente

Testemunhas:

1./s/ Diego da costa Dantas Amaral        2. /s/ Marta Rodrigues            
Nome:    Diego da Costa Dantas Amaral        Nome: Marta Rodrigues
CPF:                        CPF

ANEXO I

Anatel Bonds

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
Fator Seguradora	107750002008	22/05/2015	31.953.196,80	10.333.851,80	Anatel	Performance
Fator Seguradora	107750002007	22/05/2015	106.981.056,00	92.262.140,80	Anatel	Performance
Fator Seguradora	107750002009	22/05/2015	12.034.668,80	3.892.082,68	Anatel	Performance
Fator Seguradora	107750002010	22/05/2015	78.678.521,60	25.445.096,69	Anatel	Performance
Fator Seguradora	107750002011	22/05/2015	102.360.137,60	88.276.988,28	Anatel	Performance
Austral	207750007111	01/08/2015	124.008.416,00	65.649.503,39	Anatel	Performance
Austral	207750007112	01/08/2015	78.412.768,00	41.511.370,31	Anatel	Performance
ABC Brasil	3234214	22/05/2015	3.608.505,60	2.728.442,72	Anatel	Performance
ABC Brasil	3234314	22/05/2015	6.615.884,80	5.002.365,17	Anatel	Performance
ABC Brasil	3234514	22/05/2015	3.226.832,00	2.439.853,85	Anatel	Performance
ABC Brasil	3234614	22/05/2015	4.091.046,40	3.093.298,72	Anatel	Performance
ABC Brasil	3234814	22/05/2015	196.000,00	148.198,40	Anatel	Performance

Garantias Judiciais

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
J.Malucelli	02-0750-0153113	16/09/2015	21.138,87	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0172306	12/04/2017	2.895.905,52	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176534	18/06/2015	76.729,88	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176537	18/06/2015	78.422,32	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176530	18/06/2015	1.257.834,06	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176531	18/06/2015	23.500,50	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176532	18/06/2015	1.177.852,22	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176515	18/06/2015	21.345,34	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176516	18/06/2015	88.434,96	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176506	18/06/2015	456.063,94	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176509	18/06/2015	276.283,07	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176517	18/06/2015	14.438,48	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176518	18/06/2015	136.949,70	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176514	18/06/2015	223.402,69	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176520	18/06/2015	92.065,36	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176521	18/06/2015	1.750.218,72	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176522	18/06/2015	71.460,17	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176523	18/06/2015	47.121,37	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176524	18/06/2015	360.720,38	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176542	18/06/2015	333.166,30	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176553	18/06/2015	8.940,89	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176556	18/06/2015	811.395,28	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176560	18/06/2015	21.998,00	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176557	18/06/2015	92.826,79	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176562	18/06/2015	260.876,12	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176563	18/06/2015	29.785,74	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176564	18/06/2015	30.740,50	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176569	18/06/2015	254.434,11	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176572	18/06/2015	8.824,19	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176575	18/06/2015	1.296.866,18	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176540	18/06/2015	15.251,54	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176535	18/06/2015	1.295.938,55	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176519	18/06/2015	20.199.768,82	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0176558	18/06/2015	42.620,54	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0177267	27/06/2015	409.674,13	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0177686	03/07/2015	5.309.016,52	R$ -	Judicial	Cível
J.Malucelli	02-0775-0177861	05/07/2015	164.164,66	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178391	12/07/2015	127.564,71	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178389	12/07/2015	101.439,09	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178403	12/07/2015	621.692,33	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178406	12/07/2015	156.235,72	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178374	12/07/2015	275.000,10	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178375	12/07/2015	212.592,26	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178373	12/07/2015	8.667,96	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178387	12/07/2015	20.920,53	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178400	12/07/2015	11.732,88	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0178782	17/07/2015	226.270,84	R$ -	Judicial	Cível
J.Malucelli	02-0775-0180237	07/08/2015	134.947,72	R$ -	Judicial	Cível
J.Malucelli	02-0775-0181853	28/08/2015	47.034,28	R$ -	Judicial	Cível
J.Malucelli	02-0775-0182434	06/09/2015	97.500,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0182988	12/09/2015	29.120,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0184951	09/10/2015	7.551,21	R$ -	Judicial	Cível
Austral	207750002557	22/11/2015	1.097.676,50	R$ -	Judicial	Fiscal
Austral	207750002558	22/11/2015	904.905,15	R$ -	Judicial	Fiscal
Austral	207750002559	22/11/2015	180.207,80	R$ -	Judicial	Fiscal
Austral	207750002592	06/12/2015	1.980.865,67	R$ -	Judicial	Fiscal
Austral	207760000700	07/12/2015	26.520,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0189993	12/12/2015	26.137,42	R$ -	Judicial	Cível
J.Malucelli	02-0775-0192902	17/01/2016	14.170,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0195357	25/02/2016	27.047,80	R$ -	Judicial	Cível
J.Malucelli	02-0775-0194208	06/02/2018	185.024,63	R$ -	Judicial	Fiscal
Austral	207750003098	02/04/2016	1.445.356,78	R$ -	Judicial	Fiscal
Austral	207750003101	04/04/2016	32.235.939,45	R$ -	Judicial	Fiscal
Austral	207750003057	25/03/2016	5.018.419,22	R$ -	Judicial	Fiscal
J.Malucelli	02-0775-0240720	12/06/2016	2.487.364,30	R$ -	Judicial	Fiscal
Austral	207760001007	02/04/2016	17.725,27	R$ -	Judicial	Cível
Austral	207760001042	30/04/2016	27.120,00	R$ -	Judicial	Cível
Austral	207750003439	17/05/2016	2.133,27	R$ -	Judicial	Fiscal
Austral	207750003448	17/05/2016	2.176,93	R$ -	Judicial	Fiscal
Austral	207750003440	17/05/2016	7.276,00	R$ -	Judicial	Fiscal
Austral	207750003494	17/05/2016	16.390,94	R$ -	Judicial	Fiscal
Austral	207750003443	17/05/2016	19.719,22	R$ -	Judicial	Fiscal
Austral	207750003447	17/05/2016	36.751,03	R$ -	Judicial	Fiscal
Austral	207750003434	17/05/2016	38.680,14	R$ -	Judicial	Fiscal
Austral	207750003449	17/05/2016	108.774,80	R$ -	Judicial	Fiscal
Austral	207750003445	17/05/2016	124.340,12	R$ -	Judicial	Fiscal
Austral	207750003442	17/05/2016	302.352,18	R$ -	Judicial	Fiscal
Austral	207750003444	17/05/2016	325.548,35	R$ -	Judicial	Fiscal
Austral	207750003441	17/05/2016	382.094,86	R$ -	Judicial	Fiscal
Austral	207750003435	17/05/2016	704.006,80	R$ -	Judicial	Fiscal
Austral	207750003437	17/05/2016	759.528,65	R$ -	Judicial	Fiscal
Austral	207750003436	17/05/2016	911.966,24	R$ -	Judicial	Fiscal
Austral	207750003438	17/05/2016	3.738.083,37	R$ -	Judicial	Fiscal
Austral	207760001075	17/05/2016	236.046,95	R$ -	Judicial	Fiscal
Austral	207760001076	17/05/2016	1.355.034,00	R$ -	Judicial	Cível
Austral	207750003501	17/05/2016	224.355,62	R$ -	Judicial	Fiscal
Austral	207750003499	17/05/2016	328.657,17	R$ -	Judicial	Fiscal
Austral	207750003500	17/05/2016	10.722,22	R$ -	Judicial	Fiscal
Austral	207550003498	17/05/2016	53.759,75	R$ -	Judicial	Fiscal
Austral	207750003497	17/05/2016	97.665,75	R$ -	Judicial	Fiscal
Austral	207750003558	07/06/2018	511.602,98	R$ -	Judicial	Fiscal
Austral	207760001107	07/06/2016	21.320,00	R$ -	Judicial	Cível
Austral	207750003578	10/06/2016	183.410,46	R$ -	Judicial	Fiscal
Austral	207750003580	10/06/2016	14.334,57	R$ -	Judicial	Fiscal
Austral	207760001120	19/06/2016	29.856,00	R$ -	Judicial	Cível
J.Malucelli	02-0775-0197717	03/03/2016	961.621,81	R$ -	Judicial	Fiscal
J.Malucelli	207750208489	30/07/2016	428.433,59	R$ -	Judicial	Fiscal
Austral	207750004034	05/09/2016	69.255,10	R$ -	Judicial	Cível
Austral	207750004148	23/09/2016	70.769,16	R$ -	Judicial	Fiscal
Austral	207750004150	23/09/2016	3.979,27	R$ -	Judicial	Fiscal
Austral	207750004146	23/09/2016	5.526,80	R$ -	Judicial	Fiscal
Austral	207750004147	23/09/2016	2.711,62	R$ -	Judicial	Fiscal
Austral	207750004145	23/09/2016	7.636,74	R$ -	Judicial	Fiscal
Austral	207760001306	01/10/2016	26.126.13	R$ -	Judicial	Cível
Austral	207750005249	06/12/2015	562.418,41	R$ -	Judicial	Fiscal
Austral	207750005248	22/11/2015	199.202,55	R$ -	Judicial	Fiscal
Austral	207750005251	22/11/2015	72.072,42	R$ -	Judicial	Fiscal
Austral	207750005250	22/11/2015	130.423,91	R$ -	Judicial	Fiscal
Ace Seguros	17.75.0000654.12	18/02/2017	69.255,10	R$ -	Judicial	Cível
Ace Seguros	17.75.0000684.12	01/04/2017	2.134.282,67	R$ -	Judicial	Cível
Ace Seguros	17.75.0000746.12	09/05/2017	133.705,00	R$ -	Judicial	Cível
Ace Seguros	17.75.0000747.12	09/05/2017	142.211,89	R$ -	Judicial	Cível
Austral	20776001487	07/12/2015	1.531,61	R$ -	Judicial	Trabalhista
Itaú BBA	KH4.04/04	Indeterminado	8.731.962,57	9.530.947,21	Judicial	Fiscal
Santander	180766506	Indeterminado	4.407.770,67	R$ -	Judicial	Fiscal
Bradesco	2.029.910-P	Indeterminado	1.427.788,00	R$ -	Judicial	Fiscal
Bradesco	2.032.715-4	Indeterminado	271.096,13	R$ -	Judicial	Fiscal
Bradesco	2.034.604-3	Indeterminado	1.008.244,00	R$ -	Judicial	Fiscal
Bradesco	2.040.906-1	14/09/2015	233.784,00	R$ -	Judicial	Trabalhista
Bradesco	2.042.526-1	Indeterminado	647.720,81	R$ -	Judicial	Fiscal
Bradesco	2.043.461-9	Indeterminado	3.982.922,59	R$ -	Judicial	Fiscal
Bradesco	2.043.325-6	Indeterminado	1.304.356,12	R$ -	Judicial	Fiscal
Bradesco	2.045.058-4	Indeterminado	586.218,01	R$ -	Judicial	Fiscal
Bradesco	2.046.903-P	Indeterminado	1.091.596,02	R$ -	Judicial	Fiscal
Bradesco	2.047.296-0	Indeterminado	2.229.530,43	R$ -	Judicial	Ambiental
Bradesco	2.047.609-5	Indeterminado	16.364,00	R$ -	Judicial	Fiscal
Bradesco	2.047.808-p	Indeterminado	2.958.345,56	R$ -	Judicial	Fiscal
Bradesco	2.053.184-3	Indeterminado	778.511,95	R$ -	Judicial	Fiscal
Bradesco	2.054.290-p	Indeterminado	11.580.289,00	R$ -	Judicial	Fiscal
Bradesco	2.053.185-1	Indeterminado	21.773.289,00	R$ -	Judicial	Fiscal
Bradesco	2.053.186-p	Indeterminado	26.699.435,32	R$ -	Judicial	Fiscal
Bradesco	2.053.246-7	Indeterminado	82.824,35	R$ -	Judicial	Fiscal
Bradesco	2.058.354-1	Indeterminado	37.809.554,62	R$ -	Judicial	Fiscal
Bradesco	2.059.775-5	Indeterminado	136.779,87	R$ -	Judicial	Trabalhista
Bradesco	2.060.546-4	Indeterminado	1.415.522,58	R$ -	Judicial	Fiscal
Bradesco	2.060.544-8	Indeterminado	257.399,77	R$ -	Judicial	Fiscal
Bradesco	2.060.545-6	Indeterminado	2.656.570,48	R$ -	Judicial	Fiscal
Caixa Geral	0061/12	Indeterminado	9.700.359,77	13.248.861,10	Judicial	Fiscal
HSBC	04540476736/001	31/07/2015	4.823.318,15	R$ -	Judicial	Fiscal
HSBC	04540482388/001	24/08/2015	2.812.489,04	R$ -	Judicial	Fiscal
HSBC	4540487584/001	10/09/2015	737.532,37	R$ -	Judicial	Fiscal
ABC Brasil	3258414	Indeterminado	1.259.491,51	1.342.719,90	Judicial	Fiscal

Outras Garantias

SEGURADORA / BANCO	NÚMERO DA APÓLICE / CONTRATO	FINAL DE VIGÊNCIA / PRAZO	IMPORTÂNCIA SEGURADA -R$/US$ / VALOR DO CONTRATO	VALOR EM GARANTIA COLATERAL	TIPO	Processo
J.Malucelli	02-0750-0153112	02/09/2015	60.507,96	R$ -	Outros	Concessão de Uso
J.Malucelli	02-0775-0244382	04/07/2015	12.923,64	R$ -	Outros	Concessão de Uso
Bradesco	2.027.032-2	27/12/2017	562.930,36	R$ -	Outros	Concessão de Uso
Safra	307.136-1	09/02/2015	2.409.968,88	R$ -	Outros	Fiança Locatícia
Safra	307.561-7	02/01/2015	1.470.426,57	R$ -	Outros	Fiança Locatícia

Garantia em Juízo

	Bloqueio	Deposito Judicial	Bens em Garantia
TOTAL	4.364.578,71	118.277.753,26	86.116.309

Financiamentos

BANCO	NÚMERO DO CONTRATO	DATA DA CONTRATAÇÃO	VALOR DO CONTRATO	TIPO
Banco do Brasil	307.001.181	31/10/2012	400.000.000,00	CCB
Caixa Econômica Federal	21.3150.777.0000001-97	08/12/2011	640.000.000,00	CCB
China Development Bank	Non-Sinosure	20/04/2012	250.000.000,00	Empréstimo
China Development Bank	Sinosure	20/04/2012	250.000.000,00	Empréstimo
Banco do Brasil	21/00631-8	20/12/2010	927.040,00	FINAME
Banco do Brasil	40/009 01-7 / 40/008 96-7	27/06/2013	136.061,98	FINAME
Banco do Brasil	40/009 02-5	13/08/2013	107.434,56	FINAME
Banco do Brasil	40/009 01-7	18/02/2014	829.154,53	FINAME
Banco do Brasil	40/009 02-5	21/03/2014	176.265,77	FINAME
Banco do Brasil	40/008 96-7	21/03/2014	68.439,48	FINAME
Banco do Brasil	40/008 97-5	25/06/2013	9.661,50	FINAME

ANEXO 5.2(i)

MINUTA DO 2^o ADITIVO CCB BB

PREÂMBULO:

-----------------------------------------------------------------------------------------------------------------

EMITENTE – NEXTEL TELECOMUNICAÇÕES LTDA., sociedade empresária limitada, com sede na Av. das Nações Unidas, 14.171, 32º andar, Rochavera Crystal Tower, São Paulo (SP), inscrita no CNPJ/MF sob o nº 66.970.229/0001-67, neste ato representada pelos senhores abaixo assinados e qualificados.

-----------------------------------------------------------------------------------------------------------------

CREDOR – BANCO DO BRASIL S.A., sociedade de economia mista, com sede em Brasília, Capital Federal, na SBS Quadra 01, Bloco C, Lote 32 – Setor Bancário Sul, inscrita no CNPJ sob o nº 00.000.000/0001-91, por sua filial, Agência Large Corporate 3070 (SP), localizada na cidade de São Paulo, Estado de São Paulo, na Av. Paulista, 2.300, 2º andar, Cerqueira César, inscrita no CNPJ/MF sob o nº 00.000.000/1947-00, representada pelo Senhor [•], brasileiro, casado, bancário, residente e domiciliado em São Paulo (SP), portador da carteira de identidade nº [•], emitida por [•], inscrito no CPF/MF sob o nº 404.785.641-04 e pelo Senhor [•], brasileiro, casado, bancário, residente e domiciliado em São Paulo (SP), portador da carteira de identidade nº [•], emitida por [•], inscrito no CPF/MF sob o nº [•], abaixo assinados.

-----------------------------------------------------------------------------------------------------------------

AVALISTA - NEXTEL TELECOMUNICAÇÕES S.A., sociedade anônima, com sede na Av. das Nações Unidas, 14.171, 32º andar, Rochavera Crystal Tower na Cidade de São Paulo, Estado de São Paulo, inscrita no CNPJ/MF sob o nº 00.169.369/0001-22, neste ato representada pelos senhores abaixo assinados e qualificados.

-----------------------------------------------------------------------------------------------------------------

CONSIDERANDO QUE, em 31 de outubro de 2012, a Emitente emitiu em favor do Credor a Cédula de Crédito Bancário No. 307.001.181 no valor de principal de R$400.000.000,00 (quatrocentos milhões de reais) (a “Cédula”);

CONSIDERANDO QUE, em 13 de fevereiro de 2015, a Emitente e o Credor celebraram o primeiro aditivo à Cédula de Crédito Bancário No. 307.001.181 alterando, dentre outras condições, a taxa de juros incidente sobre os saldos devedores verificados na Conta de

Empréstimo e incluindo garantia real e fidejussória adicionais ao cumprimento das obrigações nela constantes (o “Primeiro Aditamento” e, em conjunto com a Cédula, a “CCB”);

CONSIDERANDO QUE a Emitente e o Credor pretendem aditar, sem intenção de novar, a Cédula de forma a alterar certas disposições;

RESOLVEM, as partes, celebrar o presente Segundo Aditamento à Cédula de Crédito Bancário nº 307.001.181, mediante as seguintes cláusulas e condições.

CLÁUSULA PRIMEIRA – INTRODUÇÃO –A Introdução da CCB passa a viger com a seguinte redação:

“1. INTRODUÇÃO:

1.1. - EMITENTE:

Razão social: NEXTEL TELECOMUNICAÇÕES LTDA. (“Emitente”)

CNPJ: 66.970.229/0001-67

Endereço: Alameda Santos 2356/2364, Cerqueira César

Cidade: São Paulo     UF: SP

CEP: 01.418-200

Agência: Large Corporate SP 3070 (SP)

Conta-corrente: 5.567-0 (“Conta-Corrente”)

1.2. - DADOS DA OPERAÇÃO DE CRÉDITO:

Valor: R$ 400.000.000,00 (quatrocentos milhões de reais) (“Principal”)

Vencimento Final: [31/10/2019]

Datas de Pagamento dos Encargos Financeiros: (i) [--], [--], [--] e [--] de cada ano até [--] (inclusive) e (ii) dia [--] de cada mês a partir de [--] (exclusive) (“Datas de Pagamento dos Encargos”)

Número de vias desta Cédula de Crédito Bancário: 1 (uma) negociável e 2 (duas) vias não negociáveis“

CLÁUSULA SEGUNDA – CRÉDITO –A Cláusula 1 da CCB passa a viger com a seguinte redação:

“1. CRÉDITO – Nas datas de pagamento constantes na Cláusula 9 abaixo, até [31 de outubro] de 2019, pagaremos, em moeda corrente nacional, por esta Cédula de Crédito Bancário (“Cédula”), cujas características estão descritas no quadro preambular, ao BANCO DO BRASIL S.A. (“Credor”), instituição financeira com sede na cidade de Brasília, Distrito Federal, na SBS Quadra 01, Bloco C, Lote 32 – Setor Bancário Sul, inscrito no CNPJ sob o nº 00.000.000/0001-91, representado por sua filial, Agência Large Corporate SP 3070 (SP), localizada na cidade do São Paulo, Estado de São Paulo, na Av. Paulista, 2.300, 2º andar, Cerqueira César, inscrita no CNPJ/MF sob o nº 00.000.000/1947-00, ou à sua ordem, na praça de pagamento indicada na Cláusula Local de Pagamento, a dívida líquida, certa e exigível, correspondente ao valor constante no item 1.2 do preâmbulo (“Principal”), acrescido dos Encargos Financeiros, na forma prevista nesta Cédula.”

CLÁUSULA TERCEIRA – FORMA DE PAGAMENTO – A Cláusula 9 da CCB passa a viger com a seguinte redação:

“9.FORMA DE PAGAMENTO – Sem prejuízo do vencimento retroestipulado e das exigibilidades previstas nas demais Cláusulas, obrigamo-nos a pagar ao Credor os valores relativos à presente Cédula, da seguinte forma: a) Principal será pago em parcelas, com os vencimentos e valores nominais descritos no cronograma de pagamento constante do Anexo I à presente Cédula, sendo a primeira parcela devida em [30/06/2016] e a última parcela devida em [31/10/2019] (cada uma das datas indicadas no Anexo I, uma “Data de Pagamento de Principal”); e b) Encargos Financeiros: trimestralmente, até [--] (inclusive) e mensalmente, a partir de [--] (exclusive), em cada Data de Pagamento de Encargos, de acordo com a Cláusula 1.2 do Preâmbulo desta Cédula, obrigando-nos a liquidar com a última parcela do Principal, em [31/10/2019], todas as obrigações pecuniárias resultantes desta Cédula. Qualquer recebimento das prestações fora dos prazos avençados constituirá mera tolerância, que não afetará de forma alguma as datas de seus vencimentos ou as demais Cláusulas e condições desta Cédula, nem importará novação ou modificação do ajustado, inclusive quanto aos encargos resultantes da mora.”

CLÁUSULA QUARTA – VENCIMENTO ANTECIPADO – A alínea (t) da Cláusula 10 da CCB passa a viger com a seguinte redação, bem como a Cláusula 10 passa a viger com a alínea (aa) adicional abaixo:

“(t)    caso o índice obtido pela divisão da Dívida Líquida pelo EBITDA seja superior a 4,0 (quatro) com relação ao primeiro semestre de 2016, 3,5 (três e meio), no segundo semestre de 2016 e 2,5 (dois e meio) a partir do primeiro semestre de 2017 (inclusive), a ser calculado nos termos da Cláusula 10.2, observados os termos das Cláusulas 10.4 e 10.5.

(aa) (i) uma vez efetivo, alteração no plano de recuperação judicial da NII Holdings, Inc. que (a) possa implicar, direta ou indiretamente, a incapacidade da Nextel ou da Nextel S.A. de cumprir com suas obrigações no âmbito da Cédula, e/ou (b) contemple a assunção, por parte das Afiliadas Brasileiras, de nenhuma obrigação ou ônus em desacordo ou inconsistente com o previsto nessa Cédula; ou (ii) alteração ou revogação na decisão judicial competente que vier a confirmar o plano de recuperação da NII Holding, Inc.”

CLÁUSULA QUINTA – ÍNDICE FINANCEIRO – As Cláusula 10.4 da CCB passa a viger com a seguinte redação:

10.4. Caso em determinado período de verificação das obrigações de que trata esta Cláusula, a EMITENTE não cumprir com o índice acima estabelecido, a EMITENTE terá um prazo adicional de 10 (dez) úteis, a contar da notificação que lhe fizer o CREDOR neste sentido, para sanar o respectivo inadimplemento, mediante qualquer operação por meio da qual o referido índice possa ser restabelecido, incluindo, mas não se limitando a aumento de capital na EMITENTE para redução da Dívida Líquida, com ou sem o pagamento parcial da presente Cédula. Nessa hipótese, este restabelecimento, desde que efetivado no prazo de até 10 (dez) dias úteis e aceito pelo CREDOR mediante manifestação escrita neste sentido, deverá ser entendido como efetivado na data de determinação do respectivo índice, sem qualquer penalidade para a EMITENTE.

CLÁUSULA SEXTA – CESSÃO – A Cláusula que dispõe sobre a cessão da CCB passa a viger com a seguinte redação:

“17. CESSÃO – Esta Cédula poderá ser objeto de cessão e endosso por parte do CREDOR, mediante aviso prévio (com 10 (dez) dias úteis de antecedência) à EMITENTE, nos termos da legislação civil e comercial, não havendo necessidade de o cessionário/endossatário ser instituição financeira ou entidade a ela equiparada.”

CLÁUSULA SÉTIMA – REGISTRO

O CREDOR levará o presente aditamento a registro no Registro de Títulos e Documentos da Comarca de São Paulo, Capital. As despesas relativas ao referido registro serão suportadas pela EMITENTE, que, desde já, autoriza o débito dos respectivos valores em sua conta de depósito nº [--], mantida na agência [--] do CREDOR.

Assim ajustados, o CREDOR, a EMITENTE e o AVALISTA, declarando não haver intenção de novar, ratificam a Cédula de Crédito Bancário ora aditada em todos os seus termos, cláusulas e condições não expressamente alterados neste documento, que àquela se integra, formando um todo único e indivisível para todos os fins de direito.

E por ser de nossa livre e espontânea vontade, assinamos esta Cédula de Crédito Bancário em 4 (quatro) vias de igual teor, sendo apenas uma negociável, para todos os fins de direito.

São Paulo (SP), [--] de [--] de 2015

EMITENTE:

NEXTEL TELECOMUNICAÇÕES LTDA., sociedade empresária limitada, com sede em São Paulo (SP), na Alameda Santos nº 2.356/2.364, Cerqueira César, CEP: 01.418-200, inscrita no CNPJ/MF sob o nº 66.970.229/0001-67, nesta ato representada por:

Rubrica	Nome:	Rubrica	Nome:
	Profissão:		Profissão:
	Estado Civil:		Estado Civil:
	Nacionalidade:		Nacionalidade:
	Residente em:		Residente em:
	Identidade nº		Identidade nº
	CPF/MF N.º		CPF/MF N.º

AVALISTA:

NEXTEL TELECOMUNICAÇÕES S.A., sociedade anônima, com sede na Alameda Santos, nº 2356, 7º andar, Cerqueira Cesar, CEP 01418-200, na Cidade de São Paulo, Estado de São Paulo, inscrita no CNPJ/MF sob o nº 00.169.369/0001-22, neste ato representada por:

Rubrica	Nome:	Rubrica	Nome:
	Profissão:		Profissão:
	Estado Civil:		Estado Civil:
	Nacionalidade:		Nacionalidade:
	Residente em:		Residente em:
	Identidade nº		Identidade nº
	CPF/MF N.º		CPF/MF N.º

CREDOR:

BANCO DO BRASIL S.A.

Rubrica	Nome:	Rubrica	Nome:
	Profissão:		Profissão:
	Estado Civil:		Estado Civil:
	Nacionalidade:		Nacionalidade:
	Residente em:		Residente em:
	Identidade nº		Identidade nº
	CPF/MF N.º		CPF/MF N.º

Anexo I

CRONOGRAMA DE PAGAMENTO

Ano	Período	Pagamento	Saldo
2016			400.000.000,00
	Junho	9.259.402,30	390.740.597,70
	Julho	9.259.402,30	381.481.195,39
	Agosto	9.259.402,30	372.221.793,09
	Setembro	9.259.402,30	362.962.390,78
	Outubro	9.259.402,30	353.702.988,48
	Novembro	9.259.402,30	344.443.586,17
	Dezembro	9.259.402,30	335.184.183,87
2017	Janeiro	9.259.402,30	325.924.781,56
	Fevereiro	9.259.402,30	316.665.379,26
	Março	9.259.402,30	307.405.976,95
	Abril	9.259.402,30	298.146.574,65
	Maio	9.259.402,30	288.887.172,34
	Junho	9.259.402,30	279.627.770,04
	Julho	9.259.402,30	270.368.367,73
	Agosto	9.259.402,30	261.108.965,43
	Setembro	9.259.402,30	251.849.563,12
	Outubro	9.259.402,30	242.590.160,82
	Novembro	10.692.724,17	231.897.436,65
	Dezembro	10.692.724,17	221.204.712,48
2018	Janeiro	10.207.768,03	210.996.944,45
	Fevereiro	10.207.768,03	200.789.176,42
	Março	10.207.768,03	190.581.408,38
	Abril	10.207.768,03	180.373.640,35
	Maio	10.207.768,03	170.165.872,32
	Junho	10.207.768,03	159.958.104,29
	Julho	10.207.768,03	149.750.336,26
	Agosto	10.207.768,03	139.542.568,23
	Setembro	10.207.768,03	129.334.800,20
	Outubro	10.207.768,04	119.127.032,16
	Novembro	10.207.768,03	108.919.264,13
	Dezembro	10.207.768,03	98.711.496,10
2019	Janeiro	10.207.768,03	88.503.728,07
	Fevereiro	10.207.768,03	78.295.960,04
	Março	10.207.768,03	68.088.192,01
	Abril	10.207.768,03	57.880.423,98
	Maio	10.207.768,03	47.672.655,95
	Junho	10.207.768,03	37.464.887,91
	Julho	10.207.768,03	27.257.119,88
	Agosto	10.207.768,03	17.049.351,85
	Setembro	10.207.768,03	6.841.583,82
	Outubro	6.841.583,82	R$ -

ANEXO 5.2(ii)

MINUTA DO 2^o ADITIVO CCB CEF

PREÂMBULO:

CREDORA:

CAIXA ECONÔMICA FEDERAL, instituição financeira sob a forma de empresa pública, criada nos termos do Decreto-lei n.º 759, de 12 de agosto de 1969, vinculada ao Ministério da Fazenda, regendo-se pelo Estatuto vigente na data da presente contratação, doravante designada CAIXA ou CREDORA.

Endereço: Setor Bancário Sul, Quadra 4, lotes 3/4 - Brasília/DF

CNPJ: 00.360.305/0001-04

Superintendência Regional: Osasco – [--]

EMITENTE/CREDITADA: NEXTEL TELECOMUNICAÇÕES LTDA.

Endereço: Av. das Nações Unidas, 14.171, 32º andar, Rochavera Crystal Tower São Paulo – SP

CNPJ: 66.970.229/0001-67

CONSIDERANDO QUE, em 8 de dezembro de 2011, a CREDITADA emitiu em favor da CAIXA a Cédula de Crédito Bancário No. 21.3150.777.0000001-97, no valor de principal de R$640.000.000,00 (seiscentos e quarenta milhões de reais) (a “Cédula”);

CONSIDERANDO QUE, em 13 de fevereiro de 20115, a CREDITADA e a CAIXA celebraram o primeiro aditamento à Cédula de Crédito Bancário No. 21.3150.777.0000001-97 alterando, dentre outros aspectos, a taxa de juros incidente sobre os saldos devedores e incluindo garantia real adicional ao cumprimento das obrigações nela constantes (o “Primeiro Aditamento” e, em conjunto com a Cédula, a “CCB”);

CONSIDERANDO QUE, a CREDITADA realizou, até a presente data, amortizações de principal no valor correspondente a [R$128.000.000,00] (cento e vinte e oito milhões de reais) no âmbito da CCB;

CONSIDERANDO QUE a CREDITADA e a CAIXA pretendem aditar, sem intenção de novar, a CCB de forma a alterar certas disposições (“Segundo Aditamento”);

RESOLVEM, as partes, aditar a CCB por meio do presente Segundo Aditamento, de acordo com os seguintes termos e condições.

CLÁUSULA PRIMEIRA – As Características do Crédito passam a viger com a seguinte redação:

CARACTERÍSTICAS DO CRÉDITO:

1 – Número da CCB: 21.3150.777.0000001-97 2 – Vencimento final em: 08.10.2019

3 – Valor Total do Crédito (“Principal”):

[R$ 512.000.000,00 (quinhentos e doze milhões de reais)]

4 – Tipo de Operação

Investimentos – CDI – Pós

777 – Crédito Especial Empresa – Grandes Corporações

5 – Encargos Financeiros:

[139,54%] do CDI CETIP a.a., calculados de acordo com a Cláusula Terceira

6 – Prazo e Sistema de Amortização e Pagamento:

Prazo: 58 meses, a contar da efetiva data de assinatura deste aditamento à Cédula, tudo nos termos e condições do Anexo I, observado o que segue:

(a) nos primeiros 17 meses haverá carência do Principal, com o pagamento apenas dos Encargos Financeiros em periodicidade trimestral.

(b) nos 41 meses subsequentes, haverá amortização do Principal, devidamente acrescido dos Encargos Financeiros, em periodicidade mensal.

Sistema de Amortização Constante - SAC

7 – Conta de Não Livre Movimentação:

Agência 3150 Op. 003 Conta 180 DV 4

8 – Conta de Livre Movimentação:

Agência 3150 Op. 003 Conta 1859 DV 6

9 – Praça para Pagamento:

São Paulo, SP

10 – Avalista:

Avalista	CNPJ
Nextel Telecomunicações S.A.	00.169.369/0001-22

Nas Datas de Pagamento indicadas na Cláusula Segunda abaixo, até data de vencimento prevista no Campo 2 desta Cédula, em moeda corrente do País nesta cidade, eu, CREDITADA, na condição de emitente/ou eu AVALISTA, pagaremos(mos) à CAIXA ou à sua ordem, por esta Cédula que juntamente com os extratos de conta corrente e/ou planilha de cálculo fica reconhecida como título representativo da dívida certa, líquida e exigível, decorrente da utilização dos recursos colocados à disposição da CREDITADA e acréscimos dos Encargos Financeiros pactuados nesta Cédula;

A dívida representada por esta Cédula compreende os valores de amortização mensal, conforme indicado Campo 6 desta Cédula, com os respectivos Encargos Financeiros, apurados considerando a taxa efetiva mensal de juros, incidentes trimestralmente ou em cada parcela mensal, conforme indicado Campo 6 desta Cédula, devendo o extrato da operação ou a planilha, que complementa esta Cédula, expressar os valores e os respectivos percentuais de Encargos Financeiros, nos termos da Lei nº. 10.931 de 02/08/2004, e demais legislações vigentes.

CLÁUSULA SEGUNDA – A Cláusula Segunda da Cédula passa a viger com a seguinte redação:

DO PRAZO

CLÁUSULA SEGUNDA – A presente Cédula é celebrada pelo prazo de 58 (cinquenta e oito) meses, a contar da efetiva data de assinatura do presente aditamento à Cédula, observado o seguinte cronograma de pagamentos e amortizações:

(a) nos primeiros 17 meses haverá carência do Principal ("Período de Carência"), com o pagamento apenas dos Encargos Financeiros em periodicidade trimestral; e

(b) nos 41 meses subsequentes, haverá amortização do Principal, devidamente acrescido dos Encargos Financeiros, com termo inicial em [08/06/2016], em 41 (quarenta e uma) parcelas com periodicidade mensal, conforme segue (cada uma das datas de pagamento indicadas abaixo, uma “Data de Pagamento”):

Ano	Mês	Pagamento	Saldo
2016	Maio	R$ -	512.000.000,00
	Junho	11.852.034,95	500.147.965,05
	Julho	11.852.034,95	488.295.930,10
	Agosto	11.852.034,95	476.443.895,15
	Setembro	11.852.034,95	464.591.860,20
	Outubro	11.852.034,95	452.739.825,25
	Novembro	11.852.034,95	440.887.790,30
	Dezembro	11.852.034,95	429.035.755,35
2017	Janeiro	11.852.034,95	417.183.720,40
	Fevereiro	11.852.034,95	405.331.685,45
	Março	11.852.034,95	393.479.650,50
	Abril	11.852.034,95	381.627.615,55
	Maio	11.852.034,95	369.775.580,60
	Junho	11.852.034,95	357.923.545,65
	Julho	11.852.034,95	346.071.510,70
	Agosto	11.852.034,95	334.219.475,75
	Setembro	11.852.034,95	322.367.440,80
	Outubro	11.852.034,95	310.515.405,85
	Novembro	13.686.686,94	296.828.718,91
	Dezembro	13.686.686,94	283.142.031,97
2018	Janeiro	13.065.943,08	270.076.088,89
	Fevereiro	13.065.943,08	257.010.145,81
	Março	13.065.943,08	243.944.202,73
	Abril	13.065.943,08	230.878.259,65
	Maio	13.065.943,08	217.812.316,57
	Junho	13.065.943,08	204.746.373,49
	Julho	13.065.943,08	191.680.430,41
	Agosto	13.065.943,08	178.614.487,33
	Setembro	13.065.943,08	165.548.544,25
	Outubro	13.065.943,08	152.482.601,17
	Novembro	13.065.943,08	139.416.658,09
	Dezembro	13.065.943,08	126.350.715,01
2019	Janeiro	13.065.943,08	113.284.771,93
	Fevereiro	13.065.943,08	100.218.828,85
	Março	13.065.943,08	87.152.885,77
	Abril	13.065.943,08	74.086.942,69
	Maio	13.065.943,08	61.020.999,61
	Junho	13.065.943,08	47.955.056,53
	Julho	13.065.943,08	34.889.113,45
	Agosto	13.065.943,08	21.823.170,37
	Setembro	13.065.943,08	8.757.227,29
	Outubro	8.757.227,29	R$ -

CLÁUSULA TERCEIRA – A Cláusula Oitava da CCB passa a viger com a seguinte redação:

DA FORMA DE PAGAMENTO

CLÁUSULA OITAVA – Como forma e meio de efetivo pagamento da dívida resultante desta Cédula, que se compõe do Principal devidamente acrescido dos Encargos Financeiros, a CREDITADA autoriza a CAIXA a debitar na Conta de Livre Movimentação mencionada no Campo 8, nas respectivas Datas de Pagamento, em caráter irrevogável e irretratável, os valores suficientes e exigíveis em cada uma delas conforme aplicável.

Parágrafo Primeiro – Durante os primeiros 17 (dezessete) meses a contar data de assinatura do presente aditamento à Cédula, denominado período de carência, a CREDITADA obriga-se ao pagamento trimestral dos Encargos Financeiros, descritos na Cláusula Terceira, com primeiro vencimento em [08/03/2015], vencendo-se as demais em [08/03, 08/06, 08/09 e 08/12] de cada ano.

Parágrafo Segundo – Após o Período de Carência, a CREDITADA obriga-se ao pagamento do Principal, devidamente acrescido dos Encargos Financeiros, em [41] prestações mensais, nos termos da Cláusula Segunda desta Cédula.

Parágrafo Terceiro – Na hipótese em que qualquer Data de Pagamento não for dia útil, o respectivo pagamento vencerá no 1° dia útil subsequente. Para efeitos do disposto nesta Cédula, entende-se por dia útil segunda a sexta-feira, exceto feriados de âmbito nacional ou dias em que, por qualquer motivo, não houver expediente bancário ou não funcionar o mercado financeiro na sede da CREDITADA.

Parágrafo Quarto – A CREDITADA autoriza a CAIXA, independentemente de prévio aviso, a utilizar o saldo que encontrar depositado em quaisquer contas por elas tituladas, em qualquer unidade da CAIXA, bem como outras que porventura sejam abertas, seja para liquidação ou para amortização parcial do débito apurado com base nesta Cédula, na hipótese de não ser verificado o pagamento na forma do caput desta Cláusula.

Parágrafo Quinto – São devidas prestações mensais calculadas de acordo com o Sistema de Amortização Constante – SAC, observadas as disposições da Cláusula Segunda, e encargos de acordo com a Cláusula Terceira.

CLÁUSULA QUARTA – A Cláusula Décima Segunda da CCB passa a viger com a seguinte redação:

DAS OBRIGAÇÕES ESPECIAIS

CLÁUSULA DÉCIMA SEGUNDA – A CREDlTADA se compromete, a partir do primeiro semestre de 2016 (inclusive), a entregar documento que comprove que o índice obtido pela divisão da Dívida Líquida pelo EBITDA seja igual ou inferior a 4,0 (quatro) com relação ao primeiro semestre de 2016, 3,5 (três e meio), no segundo semestre de 2016 e 2,5 (dois e meio) a partir do primeiro semestre de 2017 (inclusive), devendo este índice ser apurado semestralmente pela CREDITADA (i) até o dia 15 de agosto com base no fechamento contábil de 30 de junho; (ii) até o dia 5º dia útil após o prazo máximo previsto pela regulamentação aplicável para a divulgação das demonstrações financeiras e das demonstrações contábeis da CREDITADA; e (iii) com base nas demonstrações financeiras consolidadas da CREDITADA.

Parágrafo Primeiro – Para efeitos de apuração dos índices financeiros constantes desta Cláusula, a serem calculados de acordo com os padrões contábeis geralmente aceitos no Brasil, deverão ser adotadas as seguintes definições e critérios:

“Dívida Líquida” significa o valor calculado em bases consolidadas na CREDITADA igual (a) à soma dos Passivos junto a instituições financeiras, dos títulos e valores mobiliários representativos de dívida emitidos e do saldo líquido de operações de derivativos (passivos menos ativos de operações com derivativos); diminuído (b) das disponibilidades (caixa, bancos, aplicações de liquidez imediata ou aplicações de curto prazo, títulos e valores mobiliários de própria emissão ou de terceiros, e títulos públicos e privados de qualquer natureza e (e) dos efeitos da marcação a mercado das operações de derivativos;

“EBITDA" significa o lucro operacional da CREDITADA, em bases consolidadas, relativo aos 12 (doze) últimos meses, somado às despesas de depreciação e amortização; e

"Passivo(s)” significa o valor principal dos títulos e valores mobiliários representativos de dívida emitidos junto a instituições financeiras registrados no balanço consolidado da CREDITADA nas datas de medição.

Parágrafo Segundo – Caso em determinado período de verificação das obrigações que tratam esta cláusula, a CREDITADA não cumpra com o índice acima estabelecido, a CREDITADA terá um prazo adicional de 10 (dez) dias úteis, a contar da notificação que lhe fizer a CAIXA neste sentido, para sanar o respectivo inadimplemento mediante qualquer operação por meio da qual o referido índice seja restabelecido, incluindo, mas não se limitando a, aumento de capital na CREDITADA para redução da Dívida Líquida, com ou sem o pagamento parcial da presente Cédula. Nessa hipótese, esse restabelecimento, desde que efetivado no prazo de até 10 (dez) dias úteis e aceito pela CAIXA mediante manifestação escrita neste sentido, deverá ser entendido como efetivado na data de determinação do respectivo índice, sem qualquer penalidade para a CREDITADA.

CLÁUSULA QUINTA – A Cláusula Vigésima Segunda CCB passa a viger com a alínea XXVII adicional abaixo:

XXVII)    (i) uma vez efetivo, alteração no plano de recuperação judicial da NII Holdings, Inc. que (a) possa implicar, direta ou indiretamente, a incapacidade da Nextel ou da Nextel S.A. de cumprir com suas obrigações no âmbito da Cédula, e/ou (b) contemple a assunção, por parte das Afiliadas Brasileiras, de nenhuma obrigação ou ônus em desacordo ou inconsistente com o previsto nessa Cédula; ou (ii) alteração ou revogação na decisão judicial competente que vier a confirmar o plano de recuperação da NII Holding, Inc.

CLÁUSULA SEXTA – A CREDITADA levará a registro no Registro de Títulos e Documentos da Comarca de São Paulo, Capital, o presente Segundo Aditamento. As despesas relativas ao referido registro serão suportadas pela CREDITADA, que, desde já, autoriza o débito dos respectivos valores em sua conta de depósito nº [--], mantida na agência [--] da CAIXA.

CLÁUSULA SÉTIMA – Todas as demais cláusulas e condições da CCB, conforme aditada pelo seu Primeiro e Segundo Aditamentos, que não tenham sido expressamente alteradas pelo presente Segundo Aditamento, ficam ratificadas permanecendo íntegras e em vigor para todos os efeitos de direito.

E, por estarem de perfeito acordo, a CREDITADA emite a presente Cédula de Crédito Bancário devidamente assinada e em 4 (quatro) vias de igual teor, sendo somente a primeira delas (a via do banco) negociável.

São Paulo, [--] de [--] de 201[--]

EMITENTE:

NEXTEL TELECOMUNICAÇÕES LTDA.

AVALISTA:

NEXTEL TELECOMUNICAÇÕES S.A.

CREDOR:

CAIXA ECONÔMICA FEDERAL

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Taxes [Abstract]

Income Tax Provision

	Year Ended December 31,
	2014			2013			2012
Current:
Federal	$	—		$	—		$	727
State, net of Federal tax benefit	—			—			—
Foreign	(25,638		)	(63,982		)	(176,748		)
Total current income tax provision	(25,638		)	(63,982		)	(176,021		)
Deferred:
Federal	(1,846		)	(1,310		)	895
State, net of Federal tax benefit	(205		)	(146		)	100
Foreign	(46,402		)	(380,614		)	16,882
Total deferred income tax (provision) benefit	(48,453		)	(382,070		)	17,877
Total income tax provision	$	(74,091	)	$	(446,052	)	$	(158,144	)

Reconciliation of the U.S. Statutory Federal Income Tax Rate to Effective Tax Rate

A reconciliation of the U.S. statutory Federal income tax rate to our effective tax rate as a percentage of (loss) income from continuing operations before reorganization items and income tax provision is as follows:

	Year Ended December 31,
	2014	2013	2012
Statutory Federal tax rate	35%	35%	35%
Effect of foreign operations	(3)	(3)	7
Change in deferred tax asset valuation allowance	(36)	(81)	160
Intercompany transactions	(1)	(3)	9
Tax on subpart F income	—	—	11
Withholding tax	—	(2)	42
Deductible dividends	—	3	(42)
Inflation adjustments	1	1	(17)
Income tax credits	—	—	(3)
Local statutory investment loss	—	6	—
Other nondeductible expenses	(1)	—	6
Other	1	(1)	(1)
Effective tax rate	(4)%	(45)%	207%

Deferred Tax Assets and Liabilities

components of our deferred tax assets and liabilities consist of the following:

	December 31,
	2014			2013
	(in thousands)
Deferred tax assets:
Net operating losses and capital loss carryforwards	$	4,354,474		$	3,922,944
Allowance for doubtful accounts	41,724			34,587
Accrued expenses	193,251			151,131
Accrual for contingent liabilities	21,944			22,117
Property, plant and equipment	153,036			36,784
Capital lease obligations	175,498			300,141
Deferred revenue	37,730			35,179
Equity compensation	69,172			71,171
Inventory reserve	25,642			22,548
Debt discount	16,511			—
Other	52,016			41,116
	5,140,998			4,637,718
Valuation allowance	(4,868,504		)	(4,335,913		)
Total deferred tax asset	272,494			301,805
Deferred tax liabilities:
Intangible assets	42,036			48,162
Unremitted foreign earnings	54,386			54,386
Deferred revenue	39,492			44,126
Property, plant and equipment	33,915			96,613
Capital lease obligation	107,491			—
Other	2,773			15,123
Total deferred tax liability	280,093			258,410
Net deferred tax (liability) asset	$	(7,599	)	$	43,395

Deferred Tax Asset Valuation Allowance

December 31, 2014 and 2013 are as follows:

	2014		2013
	(in millions)
Argentina	$	49.1	$	—
Brazil	584.1		419.1
U.S.	480.3		363.8
Luxembourg	3,169.2		3,131.4
Mexico	318.2		190.7
Spain	267.6		230.9
Total	$	4,868.5	$	4,335.9

Unrecognized Tax Benefits

2014, 2013 and 2012 (in thousands):

	Year Ended December 31,
	2014			2013			2012
Unrecognized tax benefits at January 1	$	8,686		$	35,639		$	35,572
Additions for current year tax positions	—			—			3,118
Reductions for current year tax positions	—			—			(551		)
Reductions for prior year tax positions	—			(26,519		)	(2,197		)
Foreign currency translation adjustment	(350		)	(434		)	(303		)
Unrecognized tax benefits at December 31	$	8,336		$	8,686		$	35,639

XML

Summary of Significant Accounting Policies Asset Retirement Obligations (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Asset Retirement Obligation Disclosure [Abstract]
Asset Retirement Obligation	$ 43,538	$ 49,879	$ 102,465
Asset Retirement Obligation, Liabilities Incurred	8,718	18,292
Asset Retirement Obligation, Revision of Estimate	(2,096)	(75,900)
Asset Retirement Obligation, Accretion Expense	6,531	17,171
Asset Retirement Obligation, Liabilities Settled	(9,844)	323
Asset Retirement Obligation, Foreign Currency Translation	$ (9,650)	$ (12,472)

XML

Chapter 11 Bankruptcy Proceedings Combined Balance Sheet (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash and Cash Equivalents, at Carrying Value	$ 573,600	$ 1,730,335	$ 1,364,953	$ 2,282,155
Short-term intercompany receivables	0	0
Other Assets, Current	74,293	40,461
Total current assets	1,713,412	3,748,186
Property, plant and equipment, net	2,432,933	3,337,545
Long-term intercompany receivables	0	0
Other assets	456,355	477,306
Total assets	5,430,591	8,679,954
Accounts payable	279,804	346,128
Other Accrued Liabilities, Current	230,165	244,610
Total current liabilities	1,709,380	2,286,590
Total liabilities	2,801,862
External Liabilities Subject To Compromise	4,593,493
Intercompany Liabilities Subject To Compromise	0
Total liabilities	2,801,862	8,324,567
Stockholders' Equity Attributable to Parent	(1,964,764)	355,387
Total liabilities and stockholders' equity	5,430,591	8,679,954
Chapter 11 Entities [Member]
Cash and Cash Equivalents, at Carrying Value	321,690	1,133,276
Short-term intercompany receivables	127,215
Other Assets, Current	16,584
Total current assets	465,489
Property, plant and equipment, net	48,167
Intangible Assets, Net (Including Goodwill)	18,000
Investments In And Advances To Non-Debtor Subsidiaries	423,163
Long-term intercompany receivables	1,712,199
Other assets	1,339
Total assets	2,668,357
Accounts payable	1,996
Other Accrued Liabilities, Current	20,257
Total current liabilities	22,253
Liabilities, Noncurrent	4,805
Total liabilities	27,058
External Liabilities Subject To Compromise	4,593,493
Intercompany Liabilities Subject To Compromise	12,570
Total liabilities	4,633,121
Stockholders' Equity Attributable to Parent	(1,964,764)
Total liabilities and stockholders' equity	$ 2,668,357

XML

Fair Value Measurements (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Sep. 30, 2013	Dec. 31, 2014	Dec. 31, 2013
Available number of funds		2
Sale Of Certificates Of Deposit	$ 150.0
Amount Transfered From Short Term To Available-For-Sale	167.2
Amount Transferred From Held To Maturity To Available-For-Sale	31.4
Short-term Investments [Member] | Nextel Brazil [Member]
Available for sale securities		110.1	418.6
ARGENTINA
Money Market Funds, at Carrying Value		43.5

XML

Impairments and Restructuring Charges (Details) (USD $)	3 Months Ended				12 Months Ended			3 Months Ended		1 Months Ended	3 Months Ended
	Sep. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2014	Jun. 30, 2014	Aug. 31, 2013	Sep. 30, 2013	Dec. 31, 2012
Impairments and Restructuring Charges [Line Items]
Accrued Restructuring Charges			$ 15,410,000		$ 8,250,000	$ 15,410,000		$ 8,250,000
Asset impairment charges	47,900,000	38,200,000		85,300,000			22,800,000
Severance Costs					48,400,000
Restructuring charges		3,200,000	30,100,000		56,260,000
Payments for Restructuring					(63,420,000)
Restructuring, Settlement and Impairment Provisions					220,742,000	168,543,000	30,401,000
Nextel Brazil And Nextel Mexico [Member]
Impairments and Restructuring Charges [Line Items]
Asset impairment charges					25,500,000
ARGENTINA
Impairments and Restructuring Charges [Line Items]
Number of Employees Severed					20
Asset impairment charges								84,700,000
Restructuring, Settlement and Impairment Provisions					89,601,000	7,908,000	73,000
MEXICO
Impairments and Restructuring Charges [Line Items]
Number of Employees Severed					1,170	800			800
Asset impairment charges	5,100,000			9,000,000
Restructuring, Settlement and Impairment Provisions					26,256,000	39,057,000	439,000
BRAZIL
Impairments and Restructuring Charges [Line Items]
Number of Employees Severed					800
Asset impairment charges	4,500,000
Restructuring, Settlement and Impairment Provisions					41,492,000	24,515,000	2,437,000
Corporate Segment [Member]
Impairments and Restructuring Charges [Line Items]
Number of Employees Severed					85		50
Loss on contract termination										6,800,000
Asset impairment charges				76,300,000					6,400,000		5,900,000
Restructuring charges												7,600,000
Restructuring, Settlement and Impairment Provisions					$ 63,393,000	$ 97,063,000	$ 27,452,000

XML

Income Taxes (Deferred Tax Assets and Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Income Taxes [Abstract]
Net operating losses and capital loss carryforwards	$ 4,354,474	$ 3,922,944
Allowance for doubtful accounts	41,724	34,587
Accrued expenses	193,251	151,131
Accrual for contingent liabilities	21,944	22,117
Property, plant and equipment	153,036	36,784
Capital lease obligations	175,498	300,141
Deferred revenue	37,730	35,179
Equity compensation	69,172	71,171
Inventory reserve	25,642	22,548
Deferred Tax Assets Debt Discount	16,511	0
Other	52,016	41,116
Total deferred tax asset before allowances	5,140,998	4,637,718
Valuation allowance	(4,868,504)	(4,335,913)
Total deferred tax asset	272,494	301,805
Intangible assets	42,036	48,162
Deferred Tax Liabilities, Undistributed Foreign Earnings	54,386	54,386
Deferred revenue	39,492	44,126
Property, plant and equipment	33,915	96,613
Deferred Tax Liabilities Capital Lease Obligations	107,491	0
Other	2,773	15,123
Total deferred tax liability	280,093	258,410
Net deferred tax asset	$ (7,599)	$ 43,395

XML

Chapter 11 Bankruptcy Proceedings (Details) (USD $)	3 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Liabilities Subject to Compromise, Debt		$ 4,350,000,000
Liabilities Subject to Compromise, Interest		203,010,000
Liabilities Subject to Compromise, Accounts Payable		3,644,000
Liabilities Subject to Compromise, Accrued Liabilities and Other		36,839,000
Liabilities Subject to Compromise		4,593,493,000	0
Debtor Reorganization Items, Write-off of Deferred Financing Costs	48,200,000
Debtor Reorganization Items, Write-off of Debt Discounts (Premiums)	8,600,000
Post-Petition Unaccrued Interest		119,600,000
Debtor Reorganization Items, Legal and Advisory Professional Fees		14,800,000
7.625% Senior Notes Due 2021 [Member]
Liabilities Subject to Compromise, Debt		1,450,000,000
8.875% Senior Notes Due 2019 [Member]
Liabilities Subject to Compromise, Debt		500,000,000
10.0% Senior Notes Due 2016 [Member]
Liabilities Subject to Compromise, Debt		800,000,000
7.875% Senior Notes Due 2019 [Member]
Liabilities Subject to Compromise, Debt		700,000,000
Eleven Point Three Seven Five Percent Senior Notes Due Two Zero One Nine [Domain]
Liabilities Subject to Compromise, Debt		$ 900,000,000

XML

Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Components

The components of our property, plant and equipment are as follows:

	December 31,
	2014			2013
	(in thousands)
Land	$	6,777		$	7,663
Building and leasehold improvements	137,235			190,258
Network equipment, communication towers and network software	4,074,786			4,735,361
Software, office equipment, furniture and fixtures and other	678,300			753,665
Corporate aircraft	—			42,747
Less: Accumulated depreciation and amortization	(2,669,566		)	(2,907,939		)
	2,227,532			2,821,755
Construction in progress	205,401			515,790
	$	2,432,933		$	3,337,545

XML

Income Taxes (Deferred Tax Asset Valuation Allowance) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Valuation Allowance, Deferred Tax Asset, Change in Amount	$ 532,600,000
Deferred Tax Assets, Valuation Allowance	4,868,504,000	4,335,913,000
ARGENTINA
Deferred Tax Assets, Valuation Allowance	49,100,000	0
Mexico [Member]
Deferred Tax Assets, Valuation Allowance	318,200,000	190,700,000
Brazil [Member]
Deferred Tax Assets, Valuation Allowance	584,100,000	419,100,000
U.S. [Member]
Deferred Tax Assets, Valuation Allowance	480,300,000	363,800,000
Luxembourg [Member]
Deferred Tax Assets, Valuation Allowance	3,169,200,000	3,131,400,000
Spain [Member]
Deferred Tax Assets, Valuation Allowance	$ 267,600,000	$ 230,900,000

XML

Commitments and Contingencies (Future Minimum Payments for Capital and Operating Lease Obligations) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Commitments and Contingencies [Abstract]
Capital lease in 2012	$ 166,655
Capital lease in 2013	168,602
Capital lease in 2014	170,590
Capital lease in 2015	139,081
Capital lease in 2016	119,774
Capital lease Thereafter	1,581,487
Total minimum capital lease payments	2,346,189
Imputed interest capital lease	(1,868,897)
Total minimum net capital lease payments	477,292
Operating lease in 2012	219,767
Operating lease in 2013	225,041
Operating lease in 2014	189,730
Operating lease in 2015	163,151
Operating lease in 2016	141,833
Operating lease Thereafter	1,025,445
Total minimum operating lease payments	1,964,967
Imputed interest operating lease	0
Total minimum net operating lease payments	1,964,967
Minimum payments for 2012, Total	386,422
Minimum payments for 2013, Total	393,643
Minimum payments for 2014, Total	360,320
Minimum payments for 2015, Total	302,232
Minimum payments for 2016, Total	261,607
Minimum payments Thereafter, Total	2,606,932
Total minimum lease payments	4,311,156
Imputed interest, Total	1,868,897
Total leases net minimum payments	$ 2,442,259

XML

Condensed Consolidating Financial Statements (Narrative) (Details) (USD $)	12 Months Ended			1 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Aug. 31, 2009	Dec. 31, 2009	Mar. 31, 2011	Dec. 31, 2011
Net Cash Provided by (Used in) Investing Activities	$ (347,538,000)	$ (177,612,000)	$ (1,055,160,000)
Net cash (used in) provided by operating activities	(628,716,000)	(192,451,000)	353,183,000
Net Cash Provided by (Used in) Financing Activities	(128,272,000)	776,591,000	(238,295,000)
NII Holdings Inc. (Parent) [Member]
Net Cash Provided by (Used in) Investing Activities	(153,556,000)	(206,031,000)	(94,619,000)
Net cash (used in) provided by operating activities	(95,925,000)	(171,667,000)	3,293,000
Net Cash Provided by (Used in) Financing Activities	(86,000)	(1,010,000)	(216,010,000)
Guarantor Subsidiaries [Member]
Net Cash Provided by (Used in) Investing Activities	25,378,000	(15,492,000)	(92,574,000)
Net cash (used in) provided by operating activities	(152,715,000)	(159,744,000)	(108,934,000)
Net Cash Provided by (Used in) Financing Activities	136,256,000	174,353,000	199,561,000
7.875% Senior Notes Due 2019 [Member]
Notes interest rate	7.875%
7.625% Senior Notes Due 2021 [Member]
Principal amount	1,450,000,000
Notes interest rate						7.625%
10.0% and 8.875% Senior Notes Due 2019 and 2016 [Member]
Senior Notes	$ 1,300,000,000
10.0% Senior Notes Due 2016 [Member]
Notes interest rate				10.00%
Maturity Date				August 15, 2016
8.875% Senior Notes Due 2019 [Member]
Notes interest rate							8.875%
Maturity Date					December 15, 2019

XML

Discontinued Operations (Details) (USD $)	3 Months Ended			12 Months Ended			9 Months Ended	3 Months Ended
	Sep. 30, 2014	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2014	Dec. 31, 2014	Aug. 31, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax				$ 33,885,000	$ 0	$ 0
Asset Impairment Charges	47,900,000	38,200,000	85,300,000			22,800,000
CHILE
ASSETS
Cash and cash equivalents					3,448,000
Accounts receivable, net of allowance for doubtful accounts of $6,762					11,157,000
Handset and accessory inventory					5,965,000
Prepaid expenses and other					38,526,000
Property, plant and equipment, net					50,515,000
Intangible assets, net					13,300,000
Other assets					46,020,000
Total assets					168,931,000
LIABILITIES
Accounts payable					22,928,000
Accrued expenses and other					13,841,000
Other long-term liabilities					5,326,000
Total liabilities					42,095,000
Allowance for doubtful accounts					6,762,000
Nextel Peru [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal group, sale price									405,500,000
Disposal group, sale price, escrow deposit									50,000,000
Gain (loss) on disposal of Nextel Chile and Nextel Peru				(29,585,000)	2,848,000	0
Operating revenues				38,596,000	265,979,000	393,227,000
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Operating revenues				38,596,000	265,979,000	393,227,000
Operating expenses				(228,578,000)	(443,166,000)	(1,010,229,000)
Other expense, net				(19,989,000)	(34,576,000)	(2,443,000)
Loss before income tax provision				(209,971,000)	(211,763,000)	(619,445,000)
Income tax provision				0	(900,000)	(63,965,000)
Loss from discontinued operations, before loss on disposal, net of income taxes				(209,971,000)	(212,663,000)	(683,410,000)
Gain (loss) on disposal of Nextel Chile and Nextel Peru				(29,585,000)	2,848,000	0
Loss from discontinued operations, net of income taxes				(180,386,000)	(215,511,000)	(683,410,000)
Release Of Consideration				2,000,000			7,500,000
CHILE
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Asset Impairment Charges								127,500,000
Gain (loss) on disposal of Nextel Chile and Nextel Peru				(32,700,000)
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Gain (loss) on disposal of Nextel Chile and Nextel Peru				(32,700,000)
ASSETS
Total assets					$ 168,900,000

XML

Income Taxes (Income Tax Provision) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Taxes [Abstract]
Federal	$ 0	$ 0	$ 727
State, net of Federal tax benefit	0	0	0
Foreign	(25,638)	(63,982)	(176,748)
Total current income tax Provision	(25,638)	(63,982)	(176,021)
Federal	(1,846)	(1,310)	895
State, net of Federal tax benefit	(205)	(146)	100
Foreign	(46,402)	(380,614)	16,882
Total deferred income tax provision	(48,453)	(382,070)	17,877
Income tax provision	$ (74,091)	$ (446,052)	$ (158,144)

XML

Segment Information (Segment Reporting Information) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Restructuring, Settlement and Impairment Provisions									$ (220,742)	$ (168,543)	$ (30,401)
Gain (Loss) on Sale of Assets and Asset Impairment Charges									74,631	0	0
Operating revenues	854,231	926,727	951,981	955,781	1,063,767	1,085,633	1,245,451	1,316,716	3,688,720	4,711,567	5,693,235
Operating Income Loss Before Depreciation And Amortization									(292,664)	492,865	1,129,304
Segment earnings (losses)									(292,664)	492,865	1,129,304
Less: Depreciation and amortization									(672,705)	(692,927)	(605,161)
Foreign currency transaction losses, net									(130,499)	(123,369)	(63,330)
Interest expense and other, net									(389,641)	(496,062)	(354,107)
(Loss) income from continuing operations before reorganization items and income tax provision									(1,631,620)	(988,036)	76,305
Capital expenditures									428,420	872,094	1,305,696
Identifiable assets	5,430,591				8,679,954				5,430,591	8,679,954
CHILE
Assets of Disposal Group, Including Discontinued Operation					168,900					168,900
MEXICO
Restructuring, Settlement and Impairment Provisions									(26,256)	(39,057)	(439)
Gain (Loss) on Sale of Assets and Asset Impairment Charges		(75,400)
Brazil [Member]
Operating revenues									1,848,918	2,208,034	2,902,350
Operating Income Loss Before Depreciation And Amortization									(133,691)	311,129	674,632
Segment earnings (losses)									(133,691)	311,129	674,632
Capital expenditures									218,855	461,458	632,796
Identifiable assets	2,991,959				3,705,642				2,991,959	3,705,642
Mexico [Member]
Operating revenues									1,417,163	1,872,697	2,109,573
Operating Income Loss Before Depreciation And Amortization									(90,481)	179,896	561,059
Segment earnings (losses)									(90,481)	179,896	561,059
Capital expenditures									168,750	375,522	523,555
Identifiable assets	1,721,710				2,695,091				1,721,710	2,695,091
Argentina [Member]
Operating revenues									424,972	636,448	685,201
Operating Income Loss Before Depreciation And Amortization									76,241	179,418	180,956
Segment earnings (losses)									76,241	179,418	180,956
Capital expenditures									26,308	21,183	56,825
Identifiable assets	279,714				451,041				279,714	451,041
Corporate and Eliminations [Member]
Operating revenues									(2,333)	(5,612)	(3,889)
Operating Income Loss Before Depreciation And Amortization									(144,733)	(177,578)	(287,343)
Segment earnings (losses)									(144,733)	(177,578)	(287,343)
Capital expenditures									14,507	13,931	92,520
Identifiable assets	$ 437,208				$ 1,828,180				$ 437,208	$ 1,828,180

XML

Income Taxes (Income from Continuing Operations Before Income Taxes) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Taxes [Abstract]
Income (Loss) from Continuing Operations before Income Taxes, Domestic	$ (368,667)	$ (377,502)	$ (311,575)
Income (Loss) from Continuing Operations before Income Taxes, Foreign	(1,334,554)	(610,534)	387,880
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest, Reorganization Items, Total	$ (1,703,221)	$ (988,036)	$ 76,305

XML

Quarterly Financial Data (Unaudited) (Quarterly Financial Data) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Quarterly Financial Information Disclosure [Abstract]
Operating revenues	$ 854,231	$ 926,727	$ 951,981	$ 955,781	$ 1,063,767	$ 1,085,633	$ 1,245,451	$ 1,316,716	$ 3,688,720	$ 4,711,567	$ 5,693,235
Operating income (loss)	(335,737)	(212,900)	(350,553)	(212,290)	(155,666)	(127,889)	(40,653)	(44,397)	(1,111,480)	(368,605)	493,742
Net loss from continuing operations	(507,306)	(456,753)	(474,983)	(338,270)	(705,460)	(259,507)	(316,018)	(153,103)	(1,777,312)	(1,434,088)	(81,839)
Net (loss) income from discontinued operations	$ (7,555)	$ 13,306	$ (148,329)	$ (37,808)	$ (40,343)	$ (40,434)	$ (80,334)	$ (54,400)	$ (180,386)	$ (215,511)	$ (683,410)
Net loss from continuing operations, per common share, basic and diluted	$ (2.95)	$ (2.65)	$ (2.76)	$ (1.97)					$ (10.31)	$ (8.34)	$ (0.48)
Net loss from continuing operations, per common share, basic and diluted					$ (4.10)	$ (1.51)	$ (1.83)	$ (0.89)	$ (1.05)	$ (1.26)	$ (3.98)
Net (loss) income from discontinued operations, per common share, basic and diluted	$ (0.04)	$ 0.08	$ (0.86)	$ (0.22)	$ (0.23)	$ (0.23)	$ (0.47)	$ (0.32)

XML

Income Taxes (Reconciliation of the U.S. Statutory Federal Income Tax Rate to Effective Tax Rate) (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Taxes [Abstract]
Statutory Federal tax rate	35.00%	35.00%	35.00%
Effect of foreign operations	(3.00%)	(3.00%)	7.00%
Change in deferred tax asset valuation allowance	(36.00%)	(81.00%)	160.00%
Intercompany transactions	(1.00%)	(3.00%)	9.00%
Tax on subpart F income	0.00%	0.00%	11.00%
Withholding tax	0.00%	(2.00%)	42.00%
Tax - deductible dividends	0.00%	3.00%	(42.00%)
Inflation adjustments	1.00%	1.00%	(17.00%)
Income tax credits	0.00%	0.00%	(3.00%)
Local Statutory Investment Loss	0.00%	6.00%	0.00%
Other nondeductible expenses	(1.00%)	0.00%	6.00%
Other	1.00%	(1.00%)	(1.00%)
Income tax rate	(4.00%)	(45.00%)	207.00%

XML

Fair Value Measurements (Carrying Amounts and Estimated Fair Values of Long-Term Debt Instrument) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Carrying amount	$ 5,385,099	$ 5,441,009
Long-term estimated fair value	2,710,778	3,493,289
Equipment Financing [Member]
Carrying amount	689,930	653,557
Long-term estimated fair value	620,125	620,173
NII Capital Corp [Member]
Carrying amount	2,750,000	2,729,321
Long-term estimated fair value	648,500	1,227,950
Convertible Notes [Member]
Carrying amount	345,169	448,169
Long-term estimated fair value	275,653	373,796
NII International Telecom [Member]
Carrying amount	1,600,000	1,609,962
Long-term estimated fair value	$ 1,166,500	$ 1,271,370

XML

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2014

Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

	Balance at Beginning of Period		Charged to Costs and Expenses		Deductions and Other Adjustments (1)			Balance at End of Period
Year Ended December 31, 2014
Allowance for doubtful accounts	$	54,531	$	114,784	$	(114,300	)	$	55,015
Valuation allowance for deferred tax assets	$	4,335,913	$	610,467	$	(77,876	)	$	4,868,504
Year Ended December 31, 2013
Allowance for doubtful accounts	$	104,897	$	111,460	$	(161,826	)	$	54,531
Valuation allowance for deferred tax assets	$	330,739	$	4,052,410	$	(47,236	)	$	4,335,913
Year Ended December 31, 2012
Allowance for doubtful accounts	$	62,030	$	214,454	$	(171,587	)	$	104,897
Valuation allowance for deferred tax assets	$	180,545	$	151,286	$	(1,092	)	$	330,739

_______________________________________

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

XML

Chapter 11 Bankruptcy Proceedings Combined Cash Flow (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net loss	$ (1,957,698)	$ (1,649,599)	$ (765,249)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,391,565	1,621,281	1,328,968
Net cash (used in) provided by operating activities	(628,716)	(192,451)	353,183
Payments to Acquire Property, Plant, and Equipment	(612,161)	(620,895)	(953,882)
(Payments) proceeds related to 2013 sale of towers, net	(39,618)	721,404	0
Payments for (Proceeds from) Investments	(1,637,913)	(2,360,529)	(1,678,918)
Transfers To Restricted Cash		41,709	11,969
Net cash used in investing activities	(347,538)	(177,612)	(1,055,160)
Other, net	(632)	(27,950)	(124,723)
Net cash (used in) provided by financing activities	(128,272)	776,591	(238,295)
Cash and Cash Equivalents, Period Increase (Decrease)	(1,156,735)	365,382	(917,202)
Cash and Cash Equivalents, at Carrying Value	573,600	1,730,335	1,364,953	2,282,155
Chapter 11 Entities [Member]
Net loss	(1,957,698)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,606,769
Net cash (used in) provided by operating activities	(350,929)
Payments to Acquire Property, Plant, and Equipment	(7,012)
(Payments) proceeds related to 2013 sale of towers, net	32,390
Payments for (Proceeds from) Investments	198,007
Intercompany Payments, Investing Activities	(542,000)
Investments In And Advances To Non-Debtor Subsidiaries	(124,532)
Transfers from restricted cash	25,300
Net cash used in investing activities	(417,847)
Repayments of Long-term Capital Lease Obligations	(42,414)
Other, net	(396)
Net cash (used in) provided by financing activities	(42,810)
Cash and Cash Equivalents, Period Increase (Decrease)	(811,586)
Cash and Cash Equivalents, at Carrying Value	$ 321,690	$ 1,133,276

XML

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data

	First			Second			Third			Fourth
	(in thousands, except per share amounts)
2014
Operating revenues	$	955,781		$	951,981		$	926,727		$	854,231
Operating loss	(212,290		)	(350,553		)	(212,900		)	(335,737		)
Net loss from continuing operations	(338,270		)	(474,983		)	(456,753		)	(507,306		)
Net (loss) income from discontinued operations	(37,808		)	(148,329		)	13,306			(7,555		)
Net loss from continuing operations, per common share, basic and diluted	$	(1.97	)	$	(2.76	)	$	(2.65	)	$	(2.95	)
Net (loss) income from discontinued operations, per common share, basic and diluted	$	(0.22	)	$	(0.86	)	$	0.08		$	(0.04	)

	First			Second			Third			Fourth
	(in thousands, except per share amounts)
2013
Operating revenues	$	1,316,716		$	1,245,451		$	1,085,633		$	1,063,767
Operating loss	(44,397		)	(40,653		)	(127,889		)	(155,666		)
Net loss from continuing operations	(153,103		)	(316,018		)	(259,507		)	(705,460		)
Net loss from discontinued operations	(54,400		)	(80,334		)	(40,434		)	(40,343		)
Net loss from continuing operations, per common share, basic and diluted	$	(0.89	)	$	(1.83	)	$	(1.51	)	$	(4.10	)
Net loss from discontinued operations, per common share, basic and diluted	$	(0.32	)	$	(0.47	)	$	(0.23	)	$	(0.23	)

XML

Income Taxes (Narrative) (Details) (USD $)	12 Months Ended				0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2010	Jan. 02, 2014	Dec. 31, 2011	Dec. 31, 2009
Unrecorded Deferred Tax Liability on Unrealized Foreign Currency Gain		$ 41,400,000
Deferred Tax Assets, Valuation Allowance	4,868,504,000	4,335,913,000
Deferred Tax Assets, Gross	5,140,998,000	4,637,718,000
Provision in deferred tax liability	54,386,000	54,386,000
Deferred tax liability	280,093,000	258,410,000
Net operating loss carryforwards		10,800,000,000
Taxable income before net operating loss deduction		30.00%
Unrecognized tax benefits that reduce future effective tax rate		1,800,000				2,100,000	4,800,000
Change in Future Unrecognized Tax Benefits	4,800,000
Interest and penalties		200,000	200,000	300,000
Unrecognized Tax Benefits Due to Change in Facts		26,500,000
Unrecognized tax benefit interest and penalties expired			2,700,000
Accrued interest and penalties		2,400,000	2,300,000
Deferred Tax Assets, Valuation Allowance, Current	281,500,000
Deferred Tax Assets, Valuation Allowance, Noncurrent	4,600,000,000
Valuation Allowance, Deferred Tax Asset, Change in Amount	532,600,000
Nextel Mexico [Member]
Net operating loss carryforwards		764,000,000
U.S. Operations [Member]
Net operating loss carryforwards		210,300,000
Nextel Brazil [Member]
Net operating loss carryforwards		816,400,000
Domestic, State, And Local Jurisdiction [Member]
Net operating loss carryforwards		1,300,000,000
MEXICO
Revised Income Tax Rate					30.00%
ARGENTINA
Deferred Tax Assets, Valuation Allowance	49,100,000	0
Brazil [Member]
Unrecorded Deferred Tax Liability on Unrealized Foreign Currency Gain	36,000,000
Deferred Tax Assets, Valuation Allowance	584,100,000	419,100,000
Luxembourg [Member]
Deferred Tax Assets, Valuation Allowance	3,169,200,000	3,131,400,000
Spain [Member]
Deferred Tax Assets, Valuation Allowance	267,600,000	230,900,000
Net operating loss carryforwards		844,000,000
Net operating loss carryforwards, expiration period		18 years
Netherlands [Member]
Net operating loss carryforwards		$ 300,000
Net operating loss carryforwards, expiration period		9 years

XML

Schedule I - Condensed Financial Information of Registrant Table (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Condensed Financial Information of Parent Company Only Disclosure [Abstract]
Cash Dividends Paid to Parent Company	$ 49.9	$ 151.2

XML

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2014

Fair Value Measurements

Debt

The carrying amounts and estimated fair values of our debt instruments are as follows:

	December 31,
	2014				2013
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(in thousands)
NII Capital Corp. senior notes, net (1)	$	2,750,000	$	648,500	$	2,729,321	$	1,227,950
NII International Telecom, S.C.A. senior notes, net (1)	1,600,000		1,166,500		1,609,962		1,271,370
Equipment financing	689,930		620,125		653,557		620,173
Bank loans and other	345,169		275,653		448,169		373,796
	$	5,385,099	$	2,710,778	$	5,441,009	$	3,493,289

XML

Summary of Significant Accounting Policies Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Statement of Comprehensive Income [Abstract]
Foreign currency translation adjustment	$ (340,847)	$ (334,893)	$ (97,589)
Total comprehensive loss	$ (2,332,974)	$ (1,982,235)	$ (864,640)

XML

Debt (Debt and Equity Components Recognized for Convertible Notes) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Principal amount of convertible notes	$ 5,385,099	$ 5,441,009

XML

Balance Sheet Details (Accrued Expenses and Other) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	$ (1,326,003)	$ (951,271)
Prepaid Value Added Tax	137,699	207,951
Prepaid Income Tax	19,632	59,054
Other Prepaid Expense, Current	97,573	90,108
Other Assets, Current	74,293	40,461
Capital expenditure	106,295	290,036
Network system and information technology	62,229	92,109
Payroll related items and commissions	66,598	89,435
Accrual for Taxes Other than Income Taxes	87,127	114,360
Accrued interest	10,574	128,509
Other	230,165	244,610
Accrued expenses and other	562,988	959,059
Prepaid expenses and other	329,197	397,574
MEXICO
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	400,300
ARGENTINA
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	262,800
BRAZIL
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	$ 672,400

XML

Chapter 11 Bankruptcy Proceedings Liabilities Subject to Compromise (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Liabilities Subject to Compromise, Interest	$ 203,010
Liabilities Subject to Compromise, Debt	4,350,000
Liabilities Subject to Compromise, Accounts Payable	3,644
Liabilities Subject to Compromise, Accrued Liabilities and Other	36,839
Liabilities Subject to Compromise	4,593,493	0
Eleven Point Three Seven Five Percent Senior Notes Due Two Zero One Nine [Domain]
Liabilities Subject to Compromise, Debt	900,000
7.625% Senior Notes Due 2021 [Member]
Liabilities Subject to Compromise, Debt	1,450,000
8.875% Senior Notes Due 2019 [Member]
Liabilities Subject to Compromise, Debt	500,000
10.0% Senior Notes Due 2016 [Member]
Liabilities Subject to Compromise, Debt	800,000
7.875% Senior Notes Due 2019 [Member]
Liabilities Subject to Compromise, Debt	$ 700,000

XML

Impairments and Restructuring Charges

12 Months Ended

Dec. 31, 2014

Asset Impairment, Restructuring And Related Activities [Abstract]

Impairment and Restructuring Charges

Impairment and Restructuring Charges

Asset Impairments.

In accordance with the FASB's authoritative guidance on the impairment and disposal of long-lived assets, we review our long-lived assets for impairment whenever events and circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. The recoverability of an asset or asset group held and used is measured by a comparison of the carrying amount of the asset or asset group to the estimated and undiscounted future cash flows expected to be generated by the asset or asset group.

Although we plan to continue to support our operations in Argentina, we are also exploring various strategic options for this market, such as partnerships, service arrangements and asset sales, to maximize the value of Nextel Argentina and generate additional liquidity. As a result of the review of our long-lived assets and our exploration of strategic options for Nextel Argentina in 2014, we determined that the carrying value of Nextel Argentina's asset group, which includes all of the operating assets and liabilities held by our Argentine segment, was not recoverable. Accordingly, we recorded a non-cash asset impairment charge of $84.7 million to reduce the carrying amount of the asset group to its estimated fair value. We estimated the fair value of Nextel Argentina's asset group using assumed proceeds from a potential disposition, which is a Level 3 input within the fair value hierarchy under the FASB's authoritative guidance on fair value measurements. During 2014, we also tested the long-lived assets in our Nextel Brazil and Nextel Mexico segments for recoverability and, based on our estimates of undiscounted cash flows, determined the carrying values to be recoverable. Our estimates of undiscounted cash flows for each asset group exceeded the carrying value of the respective asset groups.

In 2014, we evaluated strategic options for the next generation of our push-to-talk services and determined that, for one of these options, further development was no longer probable. As a result, we recognized a $47.9 million asset impairment charge, $5.1 million of which was recognized by Nextel Mexico and the remainder of which was recognized at the corporate level.

We recognized a $6.4 million asset impairment charge at the corporate level related to the sale of our corporate aircraft in 2014.

During 2014, we also recognized $25.5 million in asset impairment charges, the majority of which related to the shutdown or abandonment of approximately 300 transmitter and receiver sites in Brazil and Mexico and about 50 retail store closures in Brazil related to the realignment of our distribution channels.

In 2013, we discontinued the use of software previously developed to support our customer relationship management systems. As a result of this evaluation, in the first quarter of 2013, we recognized an asset impairment charge of $85.3 million related to the discontinuation of this software, of which $76.3 million was recognized at the corporate level and $9.0 million was recognized by Nextel Mexico.

We recognized a $5.9 million asset impairment at the corporate level in 2013 related to the discontinuation of the development of certain network features.

During 2012, we recognized $22.8 million in asset impairment charges, the majority of which related to the write-off of certain information technology projects at the corporate level.

Restructuring Charges.

During 2014, we recognized $48.4 million in severance and related costs as a result of the termination of employees at the corporate level and in our markets. These actions included the separation of:

• approximately 85 employees at the corporate level, all of whom were severed in the second quarter of 2014;

• approximately 800 employees in Brazil, all of whom were severed in the third quarter of 2014;

• approximately 1,170 employees in Mexico, 800 of whom were severed in the second quarter of 2014 and the remainder of whom were severed in the third quarter of 2014; and

• about 20 employees in Argentina, all of whom were severed in the second half of 2014.

We terminated these employees in an effort to streamline our organizational structure and reduce general and administrative expenses.

In 2009, we outsourced our network operations to a third party. During 2013, we restructured and amended this agreement, reduced the scope of the services provided, added terms to facilitate the transition of those services to us and established the terms on which further transitions of services and the termination of the arrangements could be implemented in each of our markets. Under the outsourcing agreements in effect prior to this restructuring, we classified a portion of the base contractual fees as a prepayment and were recognizing this prepayment over the life of the previous agreement. As a result of this restructuring, we recognized a non-cash charge of $38.2 million relating to the write-off of the remainder of the prepayment during 2013. In 2014, we settled certain refund claims related to this outsourcing agreement, which resulted in a restructuring benefit of $3.2 million.

During 2014, we recognized a $4.5 million charge related to the cessation of our utilization of certain network services in Brazil.

In 2013, we recognized $30.1 million in restructuring charges, the majority of which was related to the separation of approximately 800 employees at the corporate level and in Mexico, in connection with an organizational realignment plan that we designed to simplify the roles and responsibilities of both our headquarters and market organizations and to reduce general and administrative expenses.

During 2013, we recognized $6.8 million in contract termination costs incurred in connection with the sublease of certain excess space located in one of our corporate office buildings.

During 2012, we recognized $7.6 million in restructuring charges at the corporate level, primarily related to the separation of approximately 50 employees in conjunction with certain actions taken to realign resources and roles between our corporate headquarters and operating segments.

Total impairment and restructuring charges for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands):

	December 31,
	2014		2013		2012
Brazil	$	41,492	$	24,515	$	2,437
Mexico	26,256		39,057		439
Argentina	89,601		7,908		73
Corporate	63,393		97,063		27,452
Total impairment and restructuring charges	$	220,742	$	168,543	$	30,401

As of December 31, 2014, the total of our accrued restructuring charges that we expect to pay in 2015 were as follows (in thousands):

Balance, January 1, 2014	$	15,410
Restructuring charges	56,260
Cash payments	(63,420		)
Balance, December 31, 2014	$	8,250

XML

Balance Sheet Details Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Supplemental Income Statement Elements [Abstract]
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	$ (1,326,003)	$ (951,271)
Accumulated other comprehensive loss	(1,331,353)	(956,077)
Accumulated Other Comprehensive Income, Other	(5,350)	(4,806)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax	33,885	0	0
BRAZIL
Supplemental Income Statement Elements [Abstract]
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	672,400
MEXICO
Supplemental Income Statement Elements [Abstract]
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	400,300
ARGENTINA
Supplemental Income Statement Elements [Abstract]
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	$ 262,800

XML

Condensed Consolidating Financial Statements (Tables)

12 Months Ended

Dec. 31, 2014

Condensed Consolidating Financial Statements

Condensed Consolidating Balance Sheet

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2014

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)(1)		Guarantor Subsidiaries(2)			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	106,747		$	25,170	$	14,505		$	427,178		$	—		$	573,600
Short-term investments	—			—		—			153,612			—			153,612
Accounts receivable, net	—			—		290			398,388			—			398,678
Short-term intercompany receivables	27,803			65,130		99,459			7,030			(199,422		)	—
Handset and accessory inventory	—			—		—			207,633			—			207,633
Deferred income taxes, net	—			—		857			49,835			—			50,692
Prepaid expenses and other	7,942			—		8,352			312,903			—			329,197
Total current assets	142,492			90,300		123,463			1,556,579			(199,422		)	1,713,412
Property, plant and equipment,   net	—			—		48,168			2,384,765			—			2,432,933
Intangible assets, net	18,000			—		—			804,124			—			822,124
Deferred income taxes, net	—			13,561		—			5,772			(13,566		)	5,767
Long-term intercompany receivables	1,393,109			3,488,284		342,883			1,354			(5,225,630		)	—
Other assets	947			—		392			455,016			—			456,355
Total assets	$	1,554,548		$	3,592,145	$	514,906		$	5,207,610		$	(5,438,618	)	$	5,430,591
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Liabilities not subject to compromise
Current liabilities
Accounts payable	$	—		$	—	$	1,995		$	277,809		$	—		$	279,804
Short-term intercompany payables	—			9,764		4,958			182,239			(196,961		)	—
Accrued expenses and other	—			—		18,993			544,528			(533		)	562,988
Deferred revenues	—			—		—			89,019			—			89,019
Current portion of long-term debt	—			—		—			777,569			—			777,569
Total current liabilities	—			9,764		25,946			1,871,164			(197,494		)	1,709,380
Long-term debt	—			—		—			734,823			—			734,823
Deferred income tax liabilities	1,529			—		14,524			55,601			(13,566		)	58,088
Long-term intercompany payables	—			—		—			139,206			(139,206		)	—
Other long-term liabilities	100			—		2,217			297,254			—			299,571
Total liabilities not subject to       compromise	1,629			9,764		42,687			3,098,048			(350,266		)	2,801,862
Liabilities subject to compromise	30,584			2,858,128		9,899			1,694,882			—			4,593,493
Intercompany liabilities subject to compromise	3,487,099			115,458		1,492,946			709,392			(5,804,895		)	—
Total liabilities subject to compromise	3,517,683			2,973,586		1,502,845			2,404,274			(5,804,895		)	4,593,493
Total stockholders’ (deficit) equity	(1,964,764		)	608,795		(1,030,626		)	(294,712		)	716,543			(1,964,764		)
Total liabilities and stockholders’ (deficit) equity	$	1,554,548		$	3,592,145	$	514,906		$	5,207,610		$	(5,438,618	)	$	5,430,591

_______________________________________

(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.

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2013

	NII Holdings, Inc. (Parent and Guarantor)		NII Capital Corp. (Issuer)		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	356,314	$	—	$	5,586	$	1,368,435	$	—		$	1,730,335
Short-term investments	—		—		—		585,760		—			585,760
Accounts receivable, net	—		—		627		510,779		—			511,406
Short-term intercompany receivables	31,803		129,810		72,595		4,779		(238,987		)	—
Handset and accessory inventory	—		—		—		336,620		—			336,620
Deferred income taxes, net	—		—		1,145		126,250		—			127,395
Prepaid expenses and other	6,832		—		7,914		382,828		—			397,574
Assets related to discontinued operations	—		—		—		59,096		—			59,096
Total current assets	394,949		129,810		87,867		3,374,547		(238,987		)	3,748,186
Property, plant and equipment, net	—		—		130,729		3,207,103		(287		)	3,337,545
Investments in and advances to affiliates	1,867,753		1,503,202		1,562,080		—		(4,933,035		)	—
Intangible assets, net	18,000		—		—		962,369		—			980,369
Deferred income taxes, net	16,025		—		—		26,716		(16,028		)	26,713
Long-term intercompany receivables	1,474,658		3,714,760		701,680		1,354		(5,892,452		)	—
Other assets	29,381		32,556		15,383		399,986		—			477,306
Assets related to discontinued operations	—		—		—		109,835		—			109,835
Total assets	$	3,800,766	$	5,380,328	$	2,497,739	$	8,081,910	$	(11,080,789	)	$	8,679,954
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	—	$	—	$	727	$	345,401	$	—		$	346,128
Short-term intercompany payables	464,798		132,007		1,485,835		159,322		(2,241,962		)	—
Accrued expenses and other	—		59,490		26,089		873,702		(222		)	959,059
Deferred revenues	—		—		—		127,782		—			127,782
Current portion of long-term debt	—		—		1,871		94,968		—			96,839
Deposits related to 2013 sale of towers	—		—		—		720,013		—			720,013
Liabilities related to discontinued operations	—		—		—		36,769		—			36,769
Total current liabilities	464,798		191,497		1,514,522		2,357,957		(2,242,184		)	2,286,590
Long-term debt	23		2,729,321		33,864		2,933,424		—			5,696,632
Deferred income tax liabilities	3		2,950		15,384		106,682		(16,028		)	108,991
Long-term intercompany payables	2,950,226		—		10,390		929,990		(3,890,606		)	—
Other long-term liabilities	30,329		—		10,248		186,451		—			227,028
Liabilities related to discontinued operations	—		—		—		5,326		—			5,326
Total liabilities	3,445,379		2,923,768		1,584,408		6,519,830		(6,148,818		)	8,324,567
Total stockholders’ equity	355,387		2,456,560		913,331		1,562,080		(4,931,971		)	355,387
Total liabilities and stockholders’ equity	$	3,800,766	$	5,380,328	$	2,497,739	$	8,081,910	$	(11,080,789	)	$	8,679,954

Condensed Consolidating Statement Of Operations

For the Year Ended December 31, 2014

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Operating revenues	$	—		$	—		$	2,143		$	3,688,369		$	(1,792	)	$	3,688,720
Operating expenses
Cost of revenues (exclusive of   depreciation and amortization   included below)	—			—			—			2,282,326			—			2,282,326
Selling, general and administrative	2,145			2,567			140,119			1,561,410			(7,183		)	1,699,058
Impairment and restructuring   charges	—			—			63,393			157,349			—			220,742
Gain on sale of towers	—			—			—			(74,631		)	—			(74,631		)
Management fee and other	—			—			(48,852		)	51,672			(2,820		)	—
Depreciation and amortization	—			—			19,309			653,396			—			672,705
	2,145			2,567			173,969			4,631,522			(10,003		)	4,800,200
Operating loss	(2,145		)	(2,567		)	(171,826		)	(943,153		)	8,211			(1,111,480		)
Other (expense) income
Interest expense, net	(570		)	(171,646		)	(543		)	(478,784		)	202,198			(449,345		)
Intercompany interest expense	(165,324		)	—			(50		)	165,374			—			—
Interest income	280			1			9			66,135			—			66,425
Intercompany interest income	411			200,467			1,317			3			(202,198		)	—
Foreign currency transaction   losses, net	—			—			—			(130,499		)	—			(130,499		)
Equity in loss of affiliates	(1,805,438		)	(1,593,607		)	(1,589,367		)	—			4,988,412			—
Other income (expense), net	8,212			—			(2		)	(7,706		)	(7,225		)	(6,721		)
	(1,962,429		)	(1,564,785		)	(1,588,636		)	(385,477		)	4,981,187			(520,140		)
Loss from continuing operations before reorganization items and income tax benefit (provision)	(1,964,574		)	(1,567,352		)	(1,760,462		)	(1,328,630		)	4,989,398			(1,631,620		)
Reorganization items	(291		)	(45,652		)	(13,932		)	(11,726		)	—			(71,601		)
Income tax benefit (provision)	7,167			6,747			(18,678		)	(69,327		)	—			(74,091		)
Net loss from continuing operations	(1,957,698		)	(1,606,257		)	(1,793,072		)	(1,409,683		)	4,989,398			(1,777,312		)
Loss from discontinued operations, net of income taxes	—			—			—			(179,686		)	(700		)	(180,386		)
Net loss	$	(1,957,698	)	$	(1,606,257	)	$	(1,793,072	)	$	(1,589,369	)	$	4,988,698		$	(1,957,698	)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment	$	(340,847	)	$	(342,432	)	$	(342,432	)	$	(342,432	)	$	1,027,296		$	(340,847	)
Reclassification adjustment for     sale of Nextel Chile	(33,885		)	(33,885		)	(33,885		)	(33,885		)	101,655			(33,885		)
Other	(544		)	(544		)	(544		)	(544		)	1,632			(544		)
Other comprehensive loss	(375,276		)	(376,861		)	(376,861		)	(376,861		)	1,130,583			(375,276		)
Net loss	(1,957,698		)	(1,606,257		)	(1,793,072		)	(1,589,369		)	4,988,698			(1,957,698		)
Total comprehensive loss	$	(2,332,974	)	$	(1,983,118	)	$	(2,169,933	)	$	(1,966,230	)	$	6,119,281		$	(2,332,974	)

For the Year Ended December 31, 2013

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Operating revenues	$	—		$	—		$	3,114		$	4,711,525		$	(3,072	)	$	4,711,567
Operating expenses
Cost of revenues (exclusive of   depreciation and amortization   included below)	—			—			—			2,276,929			—			2,276,929
Selling, general and administrative	3,136			—			167,180			1,779,719			(8,262		)	1,941,773
Impairments and restructuring   charges	—			—			97,063			71,480			—			168,543
Management fee and other	—			—			(75,116		)	106,264			(31,148		)	—
Depreciation and amortization	—			—			28,055			664,872			—			692,927
	3,136			—			217,182			4,899,264			(39,410		)	5,080,172
Operating loss	(3,136		)	—			(214,068		)	(187,739		)	36,338			(368,605		)
Other (expense) income
Interest expense, net	(562		)	(240,132		)	(1,379		)	(284,457		)	—			(526,530		)
Intercompany interest expense	(234,799		)	—			(59		)	(51,740		)	286,598			—
Interest income	913			—			9			42,405			—			43,327
Intercompany interest income	1,340			284,709			549			—			(286,598		)	—
Foreign currency transaction   losses, net	—			—			—			(123,369		)	—			(123,369		)
Equity in loss of affiliates	(1,473,856		)	(1,274,274		)	(1,269,438		)	—			4,017,568			—
Other income (expense), net	36,017			—			612			(13,150		)	(36,338		)	(12,859		)
	(1,670,947		)	(1,229,697		)	(1,269,706		)	(430,311		)	3,981,230			(619,431		)
Loss from continuing operations before income tax benefit (provision)	(1,674,083		)	(1,229,697		)	(1,483,774		)	(618,050		)	4,017,568			(988,036		)
Income tax benefit (provision)	24,484			(16,548		)	(18,111		)	(435,877		)	—			(446,052		)
Net loss from continuing operations	(1,649,599		)	(1,246,245		)	(1,501,885		)	(1,053,927		)	4,017,568			(1,434,088		)
Loss from discontinued operations, net of income taxes	—			—			—			(215,511		)	—			(215,511		)
Net loss	$	(1,649,599	)	$	(1,246,245	)	$	(1,501,885	)	$	(1,269,438	)	$	4,017,568		$	(1,649,599	)
Comprehensive loss, net of income taxes
Foreign currency translation      adjustment	$	(334,893	)	$	(335,183	)	$	(335,183	)	$	(335,183	)	$	1,005,549		$	(334,893	)
Other	2,257			2,257			2,257			2,257			(6,771		)	2,257
Other comprehensive loss	(332,636		)	(332,926		)	(332,926		)	(332,926		)	998,778			(332,636		)
Net loss	(1,649,599		)	(1,246,245		)	(1,501,885		)	(1,269,438		)	4,017,568			(1,649,599		)
Total comprehensive loss	$	(1,982,235	)	$	(1,579,171	)	$	(1,834,811	)	$	(1,602,364	)	$	5,016,346		$	(1,982,235	)

For the Year Ended December 31, 2012

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Operating revenues	$	—		$	—		$	3,071		$	5,694,718		$	(4,554	)	$	5,693,235
Operating expenses
Cost of revenues (exclusive of depreciation and amortization included below)	—			—			73			2,303,419			(1,483		)	2,302,009
Selling, general and administrative	3,180			2			309,680			1,962,033			(12,973		)	2,261,922
Impairment and restructuring charges	—			—			—			30,401			—			30,401
Management fee and other	—			—			(126,971		)	225,202			(98,231		)	—
Depreciation and amortization	—			—			36,079			569,082			—			605,161
	3,180			2			218,861			5,090,137			(112,687		)	5,199,493
Operating (loss) income	(3,180		)	(2		)	(215,790		)	604,581			108,133			493,742
Other (expense) income
Interest expense, net	(23,646		)	(229,652		)	(2,072		)	(104,425		)	—			(359,795		)
Intercompany interest expense	(215,501		)	—			—			(84,202		)	299,703			—
Interest income	15,292			24,181			801			(6,489		)	—			33,785
Intercompany interest income	1			261,352			186			38,164			(299,703		)	—
Foreign currency transaction losses	—			—			—			(63,330		)	—			(63,330		)
Equity in loss of affiliates	(639,902		)	(443,294		)	(434,443		)	—			1,517,639			—
Other income (expense), net	86,324			—			101			(6,389		)	(108,133		)	(28,097		)
	(777,432		)	(387,413		)	(435,427		)	(226,671		)	1,409,506			(417,437		)
(Loss) income before income tax benefit (provision)	(780,612		)	(387,415		)	(651,217		)	377,910			1,517,639			76,305
Income tax benefit (provision)	15,363			(19,731		)	(24,833		)	(128,943		)	—			(158,144		)
Net (loss) income from continuing operations	(765,249		)	(407,146		)	(676,050		)	248,967			1,517,639			(81,839		)
Loss from discontinued operations, net of income taxes	—			—			—			(683,410		)	—			(683,410		)
Net loss	$	(765,249	)	$	(407,146	)	$	(676,050	)	$	(434,443	)	$	1,517,639		$	(765,249	)
Comprehensive loss, net of income taxes
Foreign currency translation      adjustment	$	(97,589	)	$	(96,593	)	$	(96,593	)	$	(96,593	)	$	289,779		$	(97,589	)
Other	(1,802		)	(1,802		)	(1,802		)	(1,802		)	5,406			(1,802		)
Other comprehensive loss	(99,391		)	(98,395		)	(98,395		)	(98,395		)	295,185			(99,391		)
Net loss	(765,249		)	(407,146		)	(676,050		)	(434,443		)	1,517,639			(765,249		)
Total comprehensive loss	$	(864,640	)	$	(505,541	)	$	(774,445	)	$	(532,838	)	$	1,812,824		$	(864,640	)

Condensed Consolidating Statement Of Cash Flows

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2014

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Cash flows from operating activities:
Net loss	$	(1,957,698	)	$	(1,606,257	)	$	(1,793,072	)	$	(1,589,369	)	$	4,988,698		$	(1,957,698	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,861,773			1,631,873			1,640,357			1,246,260			(4,988,698		)	1,391,565
Total operating cash (used in) provided by continuing operations	(95,925		)	25,616			(152,715		)	(343,109		)	—			(566,133		)
Total operating cash used in discontinued operations	—			—			—			(62,583		)	—			(62,583		)
Net cash (used in) provided by operating activities	(95,925		)	25,616			(152,715		)	(405,692		)	—			(628,716		)
Cash flows from investing activities:
Capital expenditures	—			—			(7,012		)	(605,149		)	—			(612,161		)
Purchases of investments	—			—			—			(1,637,913		)	—			(1,637,913		)
Proceeds from sales of investments	—			—			—			2,092,459			—			2,092,459
Changes in restricted cash and escrow accounts	25,300			—			—			(163,127		)	—			(137,827		)
Investment in subsidiaries	(180,712		)	(446		)	—			—			181,158			—
Other, net	1,856			—			32,390			(70,488		)	(1,856		)	(38,098		)
Total investing cash (used in) provided by continuing operations	(153,556		)	(446		)	25,378			(384,218		)	179,302			(333,540		)
Total investing cash used in discontinued operations	—			—			—			(13,998		)	—			(13,998		)
Net cash (used in) provided by investing activities	(153,556		)	(446		)	25,378			(398,216		)	179,302			(347,538		)
Cash flows from financing activities:
Borrowings under equipment financing and other	—			—			—			14,590			—			14,590
Repayments under capital leases	—			—			(42,414		)	(6,506		)	—			(48,920		)
Repayments under equipment financing and other borrowings	—			—			—			(39,243		)	—			(39,243		)
Payment of line of credit	—			—			—			(54,067		)	—			(54,067		)
Capital contributions	—			20			180,525			613			(181,158		)	—
Other, net	(86		)	(20		)	(1,855		)	(527		)	1,856			(632		)
Net cash (used in) provided by financing activities	(86		)	—			136,256			(85,140		)	(179,302		)	(128,272		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(55,657		)	—			(55,657		)
Change in cash and cash equivalents related to discontinued operations	—			—			—			3,448			—			3,448
Net (decrease) increase in cash and cash equivalents	(249,567		)	25,170			8,919			(941,257		)	—			(1,156,735		)
Cash and cash equivalents, beginning of year	356,314			—			5,586			1,368,435			—			1,730,335
Cash and cash equivalents, end of year	$	106,747		$	25,170		$	14,505		$	427,178		$	—		$	573,600

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2013

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Cash flows from operating activities:
Net loss	$	(1,649,599	)	$	(1,246,245	)	$	(1,501,885	)	$	(1,269,438	)	$	4,017,568		$	(1,649,599	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,477,932			1,298,129			1,340,701			1,571,997			(4,067,478		)	1,621,281
Total operating cash (used in) provided by continuing operations	(171,667		)	51,884			(161,184		)	302,559			(49,910		)	(28,318		)
Total operating cash provided by (used in) discontinued operations	—			—			1,440			(165,573		)	—			(164,133		)
Net cash (used in) provided by operating activities	(171,667		)	51,884			(159,744		)	136,986			(49,910		)	(192,451		)
Cash flows from investing activities:
Capital expenditures	—			—			(14,232		)	(606,663		)	—			(620,895		)
Purchases of licenses	—			—			—			(53,066		)	—			(53,066		)
Purchases of investments	—			—			—			(2,360,529		)	—			(2,360,529		)
Proceeds from sales of investments	—			—			—			1,942,886			—			1,942,886
Proceeds from 2013 sale of towers, net	—			—			—			721,404			—			721,404
Transfers to restricted cash	(15,050		)	—			—			(26,659		)	—			(41,709		)
Transfers from restricted cash	—			—			—			2,273			—			2,273
Investment in subsidiaries	(191,526		)	(1,974		)	(1,260		)	—			194,760			—
Other, net	545			—			—			191			(529		)	207
Total investing cash used in continuing operations	(206,031		)	(1,974		)	(15,492		)	(380,163		)	194,231			(409,429		)
Total investing cash provided by discontinued operations	—			—			—			231,817			—			231,817
Net cash used in investing activities	(206,031		)	(1,974		)	(15,492		)	(148,346		)	194,231			(177,612		)
Cash flows from financing activities:
Gross proceeds from issuance of senior notes	—			—			—			1,600,000			—			1,600,000
Borrowings under equipment financing and other	—			—			—			145,077			—			145,077
Repayments under syndicated loan facilities	—			—			—			(323,919		)	—			(323,919		)
Repayments of import financing	—			—			—			(37,422		)	—			(37,422		)
Repayments under tower financing and other borrowings	—			—			(16,608		)	(46,887		)	—			(63,495		)
Payment of line of credit	—			—			—			(362,735		)	—			(362,735		)
Intercompany dividends	—			(49,910		)	—			—			49,910			—
Capital contributions	—			20			191,506			3,234			(194,760		)	—
Other, net	(1,010		)	(20		)	(545		)	(26,904		)	529			(27,950		)
Total financing cash (used in) provided by continuing operations	(1,010		)	(49,910		)	174,353			950,444			(144,321		)	929,556
Total financing cash used in discontinued operations	—			—			—			(152,965		)	—			(152,965		)
Net cash (used in) provided by financing activities	(1,010		)	(49,910		)	174,353			797,479			(144,321		)	776,591
Effect of exchange rate changes   on cash and cash equivalents	—			—			—			(56,236		)	—			(56,236		)
Change in cash and cash equivalents related to discontinued operations	—			—			—			15,090			—			15,090
Net (decrease) increase in cash and cash equivalents	(378,708		)	—			(883		)	744,973			—			365,382
Cash and cash equivalents, beginning of year	735,022			—			6,469			623,462			—			1,364,953
Cash and cash equivalents, end of year	$	356,314		$	—		$	5,586		$	1,368,435		$	—		$	1,730,335

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2012

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Cash flows from operating activities:
Net loss	$	(765,249	)	$	(407,146	)	$	(676,050	)	$	(434,443	)	$	1,517,639		$	(765,249	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities	768,542			567,599			564,974			1,296,998			(1,869,145		)	1,328,968
Total operating cash provided by (used in) continuing operations	3,293			160,453			(111,076		)	862,555			(351,506		)	563,719
Total operating cash provided by (used in) discontinued operations	—			—			2,142			(212,678		)	—			(210,536		)
Net cash provided by (used in) operating activities	3,293			160,453			(108,934		)	649,877			(351,506		)	353,183
Cash flows from investing activities:
Capital expenditures	—			—			(92,574		)	(861,308		)	—			(953,882		)
Purchases of licenses	—			—			—			(100,185		)	—			(100,185		)
Purchases of investments	—			—			—			(1,678,918		)	—			(1,678,918		)
Proceeds from sales of investments	224,330			—			—			1,589,453			—			1,813,783
Transfers to restricted cash	—			—			—			(11,969		)	—			(11,969		)
Transfers from restricted cash	—			—			—			7,882			—			7,882
Intercompany borrowings	—			—			—			(300		)	300			—
Investment in subsidiaries	(318,949		)	(9,445		)	—			—			328,394			—
Other, net	—			—			—			1,018			—			1,018
Total investing cash used in continuing operations	(94,619		)	(9,445		)	(92,574		)	(1,054,327		)	328,694			(922,271		)
Total investing cash used in discontinued operations	—			—			—			(132,889		)	—			(132,889		)
Net cash used in investing activities	(94,619		)	(9,445		)	(92,574		)	(1,187,216		)	328,694			(1,055,160		)
Cash flows from financing activities:
Borrowings under line of credit	—			—			—			212,770			—			212,770
Borrowings under equipment financing	—			—			—			233,776			—			233,776
Repayments under syndicated loan facilities	—			—			—			(97,403		)	—			(97,403		)
Repayments of import financing	—			—			—			(175,923		)	—			(175,923		)
Capital contributions	—			—			318,949			9,445			(328,394		)	—
Proceeds from intercompany long-term loan	—			—			300			—			(300		)	—
Purchases of convertible notes	(212,782		)	—			—			—			—			(212,782		)
Intercompany dividends	—			(151,186		)	(100,320		)	(100,000		)	351,506			—
Other, net	(3,228		)	(778		)	(19,368		)	(101,349		)	—			(124,723		)
Total financing cash (used in) provided by continuing operations	(216,010		)	(151,964		)	199,561			(18,684		)	22,812			(164,285		)
Total financing cash used in discontinued operations	—			—			—			(74,010		)	—			(74,010		)
Net cash (used in) provided by financing activities	(216,010		)	(151,964		)	199,561			(92,694		)	22,812			(238,295		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			844			—			844
Change in cash and cash equivalents related to discontinued operations	—			—			—			22,226			—			22,226
Net decrease in cash and cash equivalents	(307,336		)	(956		)	(1,947		)	(606,963		)	—			(917,202		)
Cash and cash equivalents, beginning of year	1,042,358			956			8,416			1,230,425			—			2,282,155
Cash and cash equivalents, end of year	$	735,022		$	—		$	6,469		$	623,462		$	—		$	1,364,953

XML

Summary of Significant Accounting Policies Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2014

Supplemental Cash Flow Elements [Abstract]

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

Supplemental Cash Flow Information.

	Year Ended December 31,
	2014			2013		2012
	(in thousands)
Capital expenditures
Cash paid for capital expenditures, including capitalized interest	$	612,161		$	620,895	$	953,882
Change in capital expenditures accrued and unpaid or financed, including   accreted interest capitalized	(183,741		)	251,199		351,814
	$	428,420		$	872,094	$	1,305,696
Interest costs
Interest expense, net	$	449,345		$	526,530	$	359,795
Interest capitalized	32,541			78,254		127,189
	$	481,886		$	604,784	$	486,984
Acquisitions of assets and business combinations
Fair value of licenses and other assets acquired	$	31,861		$	53,066	$	100,185
Less: liabilities assumed and deferred tax liabilities incurred	—			—		—
Less: cash acquired	—			—		—
	$	31,861		$	53,066	$	100,185
Cash paid for interest, net of amounts capitalized	$	310,230		$	389,064	$	290,131
Cash paid for income taxes	$	24,544		$	39,292	$	269,597

For the year ended December 31, 2014, we had $319.6 million in non-cash financing, primarily related to capital lease obligations recognized in Brazil and Mexico in connection with the leaseback of communication towers and borrowings under our equipment financing facility in Mexico. For the year ended December 31, 2013 and 2012, we had $213.5 million and $194.5 million, respectively, in non-cash financing, primarily related to borrowings under our equipment financing facilities in Mexico, the short-term financing of imported handsets and infrastructure in Brazil and co-location capital lease obligations on our communication towers in Brazil and Mexico.

XML

Chapter 11 Bankruptcy Proceedings Chapter 11 Proceedings (Tables)

12 Months Ended

Dec. 31, 2014

Text Block [Abstract]

Condensed Combined Statement Of Cash Flows [Table Text Block]

NII HOLDINGS, INC. AND CERTAIN SUBSIDIARIES (DEBTORS-IN-POSSESSION) (1) CONDENSED COMBINED STATEMENT OF CASH FLOWS (in thousands)
	Year Ended December 31,
	2014
Cash flows from operating activities:
Net loss	$	(1,957,698	)
Adjustments to reconcile net loss to net cash used in operating activities	1,606,769
Net cash used in operating activities	(350,929		)
Cash flows from investing activities:
Capital expenditures	(7,012		)
Proceeds from sales of fixed assets	32,390
Proceeds from sales of investments	198,007
Intercompany long-term loans	(542,000		)
Investments in and advances to non-debtor subsidiaries	(124,532		)
Changes in restricted cash	25,300
Net cash used in investing activities	(417,847		)
Cash flows from financing activities:
Repayments under capital lease and other	(42,414		)
Other, net	(396		)
Net cash used in financing activities	(42,810		)
Net decrease in cash and cash equivalents	(811,586		)
Cash and cash equivalents, beginning of year	1,133,276
Cash and cash equivalents, end of year	$	321,690

Condensed Combined Statement Of Comprehensive Loss [Table Text Block]

NII HOLDINGS, INC. AND CERTAIN SUBSIDIARIES (DEBTORS-IN-POSSESSION) (1) CONDENSED COMBINED STATEMENT OF COMPREHENSIVE LOSS (in thousands)
	Year Ended December 31,
	2014
Operating revenues	$	351
Operating expenses
Selling, general and administrative	148,538
Impairment and restructuring charges	63,393
Management fee and other	(49,010		)
Depreciation and amortization	19,309
	182,230
Operating loss	(181,879		)
Other expense
Interest expense, net	(287,630		)
Intercompany interest expense	(50		)
Interest income	900
Intercompany interest income	34,507
Equity in losses of non-debtor subsidiaries	(1,460,247		)
Other income, net	8,302
	(1,704,218		)
Loss before reorganization items and income tax provision	(1,886,097		)
Reorganization items	(71,601		)
Income tax provision	—
Net loss	$	(1,957,698	)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment	$	(340,847	)
Reclassification adjustment for sale of Nextel Chile	(33,885		)
Other	(544		)
Other comprehensive loss	(375,276		)
Net loss	(1,957,698		)
Total comprehensive loss	$	(2,332,974	)

Condensed Combined Balance Sheet [Table Text Block]

NII HOLDINGS, INC. AND CERTAIN SUBSIDIARIES (DEBTORS-IN-POSSESSION) (1) CONDENSED COMBINED BALANCE SHEET (in thousands)
	December 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	321,690
Short-term intercompany receivables	127,215
Accounts receivable, prepaid expenses and other	16,584
Total current assets	465,489
Property, plant and equipment, net	48,167
Intangible assets, net	18,000
Investments in and advances to non-debtor subsidiaries	423,163
Long-term intercompany receivables	1,712,199
Other assets	1,339
Total assets	$	2,668,357
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities not subject to compromise
Current liabilities
Accounts payable	$	1,996
Accrued expenses and other	20,257
Total current liabilities	22,253
Other long-term liabilities	4,805
Total liabilities not subject to compromise	27,058
Liabilities subject to compromise	4,593,493
Intercompany liabilities subject to compromise	12,570
Total liabilities	4,633,121
Total stockholders’ deficit	(1,964,764		)
Total liabilities and stockholders’ deficit	$	2,668,357

Liabilities Subject to Compromise, Description

The components of our liabilities subject to compromise are as follows (in thousands):

	December 31, 2014
7.625% Capital Corp. senior notes due 2021	$	1,450,000
8.875% Capital Corp. senior notes due 2019	500,000
10.0% Capital Corp. senior notes due 2016	800,000
7.875% NII International Telecom S.C.A. senior notes due 2019	700,000
11.375% NII International Telecom S.C.A. senior notes due 2019	900,000
Total debt subject to compromise	4,350,000
Accrued interest on debt subject to compromise	203,010
Accounts payable	3,644
Accrued expenses and other	36,839
Total liabilities subject to compromise	$	4,593,493

XML

Impairments and Restructuring Charges Restructuring Charges (Details) (USD $)	3 Months Ended				12 Months Ended			3 Months Ended
	Sep. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jun. 30, 2014	Sep. 30, 2013	Dec. 31, 2012	Dec. 31, 2014
Restructuring Cost and Reserve [Line Items]
Accrued Restructuring Charges			$ 15,410,000		$ 8,250,000	$ 15,410,000					$ 8,250,000
Restructuring charges		3,200,000	30,100,000		56,260,000
Total impairment and restructuring charges					220,742,000	168,543,000	30,401,000
Asset Impairment Charges	47,900,000	38,200,000		85,300,000			22,800,000
Severance Costs					48,400,000
Payments for Restructuring					63,420,000
Corporate Segment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges										7,600,000
Total impairment and restructuring charges					63,393,000	97,063,000	27,452,000
Asset Impairment Charges				76,300,000				6,400,000	5,900,000
Number of Employees Severed					85		50
ARGENTINA
Restructuring Cost and Reserve [Line Items]
Total impairment and restructuring charges					89,601,000	7,908,000	73,000
Asset Impairment Charges											84,700,000
Number of Employees Severed					20
MEXICO
Restructuring Cost and Reserve [Line Items]
Total impairment and restructuring charges					26,256,000	39,057,000	439,000
Asset Impairment Charges	5,100,000			9,000,000
Number of Employees Severed					1,170	800		800
BRAZIL
Restructuring Cost and Reserve [Line Items]
Total impairment and restructuring charges					41,492,000	24,515,000	2,437,000
Asset Impairment Charges	$ 4,500,000
Number of Employees Severed					800

XML

Schedule I - Condensed Financial Information of Registrant (Tables)

12 Months Ended

Dec. 31, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Balance Sheet [Table Text Block]

NII HOLDINGS, INC. CONDENSED BALANCE SHEETS (PARENT COMPANY ONLY) (in thousands)
	December 31, 2014			December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	106,747		$	356,314
Short-term intercompany receivables	27,803			31,803
Prepaid expenses and other	7,942			6,832
Total current assets	142,492			394,949
Investments in and advances to affiliates	—			1,867,753
Intangible assets, net	18,000			18,000
Deferred income taxes, net	—			16,025
Long-term intercompany receivables	1,393,109			1,474,658
Other assets	947			29,381
Total assets	$	1,554,548		$	3,800,766
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Liabilities not subject to compromise
Current liabilities
Short-term intercompany payables	$	—		$	464,798
Total current liabilities	—			464,798
Long-term intercompany payables	—			2,950,226
Other long-term liabilities	1,629			30,355
Total liabilities not subject to compromise	1,629			3,445,379
Liabilities subject to compromise	30,584			—
Intercompany liabilities subject to compromise	3,487,099			—
Total liabilities subject to compromise	3,517,683			—
Total stockholders’ (deficit) equity	(1,964,764		)	355,387
Total liabilities and stockholders’ (deficit) equity	$	1,554,548		$	3,800,766

Condensed Income Statement [Table Text Block]

NII HOLDINGS, INC. CONDENSED STATEMENTS OF COMPREHENSIVE LOSS (PARENT COMPANY ONLY) (in thousands)
	Year Ended December 31,
	2014			2013			2012
Operating revenues	$	—		$	—		$	—
Operating expenses
Selling, general and administrative	2,145			3,136			3,180
	2,145			3,136			3,180
Operating loss	(2,145		)	(3,136		)	(3,180		)
Other (expense) income
Interest expense, net	(570		)	(562		)	(23,646		)
Intercompany interest expense	(165,324		)	(234,799		)	(215,501		)
Interest income	280			913			15,292
Intercompany interest income	411			1,340			1
Equity in loss of affiliates	(1,805,438		)	(1,473,856		)	(639,902		)
Other income, net	8,212			36,017			86,324
	(1,962,429		)	(1,670,947		)	(777,432		)
Loss before reorganization items and income tax benefit	(1,964,574		)	(1,674,083		)	(780,612		)
Reorganization items	(291		)	—			—
Income tax benefit	7,167			24,484			15,363
Net loss	$	(1,957,698	)	$	(1,649,599	)	$	(765,249	)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment	$	(340,847	)	$	(334,893	)	$	(97,589	)
Reclassification adjustment for sale of Nextel Chile	(33,885		)	—			—
Other	(544		)	2,257			(1,802		)
Other comprehensive loss	(375,276		)	(332,636		)	(99,391		)
Net loss	(1,957,698		)	(1,649,599		)	(765,249		)
Total comprehensive loss	$	(2,332,974	)	$	(1,982,235	)	$	(864,640	)

Condensed Cash Flow Statement [Table Text Block]

NII HOLDINGS, INC. CONDENSED STATEMENTS OF CASH FLOWS (PARENT COMPANY ONLY) (in thousands)
	Year Ended December 31,
	2014			2013			2012
Cash flows from operating activities:
Net loss	$	(1,957,698	)	$	(1,649,599	)	$	(765,249	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,861,773			1,477,932			768,542
Net cash (used in) provided by operating activities	(95,925		)	(171,667		)	3,293
Cash flows from investing activities:
Proceeds from sales of long-term and short-term investments	—			—			224,330
Changes in restricted cash and escrow accounts	25,300			(15,050		)	—
Investments in subsidiaries	(180,712		)	(191,526		)	(318,949		)
Other, net	1,856			545			—
Net cash used in investing activities	(153,556		)	(206,031		)	(94,619		)
Cash flows from financing activities:
Purchases of convertible notes	—			—			(212,782		)
Other, net	(86		)	(1,010		)	(3,228		)
Net cash used in financing activities	(86		)	(1,010		)	(216,010		)
Net decrease in cash and cash equivalents	(249,567		)	(378,708		)	(307,336		)
Cash and cash equivalents, beginning of year	356,314			735,022			1,042,358
Cash and cash equivalents, end of year	$	106,747		$	356,314		$	735,022

XML

Summary of Significant Accounting Policies Asset Retirement Obligations (Tables)

12 Months Ended

Dec. 31, 2014

Asset Retirement Obligation Disclosure [Abstract]

Schedule of Asset Retirement Obligations [Table Text Block]

As of December 31, 2014 and 2013, our asset retirement obligations were as follows (in thousands):

	2014			2013
Balance, January 1	$	49,879		$	102,465
New asset retirement obligations	8,718			18,292
Change in assumptions	(2,096		)	(75,900		)
Accretion	6,531			17,171
Settlement of asset retirement obligations	(9,844		)	323
Foreign currency translation and other	(9,650		)	(12,472		)
Balance, December 31	$	43,538		$	49,879

XML

Impairments and Restructuring Charges (Tables)

12 Months Ended

Dec. 31, 2014

Asset Impairment, Restructuring And Related Activities [Abstract]

Impairment and Restructuring Charges

Total impairment and restructuring charges for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands):

	December 31,
	2014		2013		2012
Brazil	$	41,492	$	24,515	$	2,437
Mexico	26,256		39,057		439
Argentina	89,601		7,908		73
Corporate	63,393		97,063		27,452
Total impairment and restructuring charges	$	220,742	$	168,543	$	30,401

Restructuring and Related Costs [Table Text Block]

As of December 31, 2014, the total of our accrued restructuring charges that we expect to pay in 2015 were as follows (in thousands):

Balance, January 1, 2014	$	15,410
Restructuring charges	56,260
Cash payments	(63,420		)
Balance, December 31, 2014	$	8,250

XML

Chapter 11 Bankruptcy Proceedings Chapter 11 Proceedings

12 Months Ended

Dec. 31, 2014

Text Block [Abstract]

Reorganization under Chapter 11 of US Bankruptcy Code Disclosure [Text Block]

.    Chapter 11 Filing

Overview.

On September 15, 2014, NII Holdings, Inc. and eight of its U.S. and Luxembourg-domiciled subsidiaries, including NII Capital Corp. and Nextel International Telecom, S.C.A, or NIIT, filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the United States Bankruptcy Code, which we refer to as Chapter 11, in the United States Bankruptcy Court for the Southern District of New York, which we refer to as the Bankruptcy Court. Since September 15, 2014, five additional subsidiaries of NII Holdings, Inc. have filed voluntary petitions seeking relief under Chapter 11 in the Bankruptcy Court, with four subsidiaries filing on October 8, 2014 and one subsidiary filing on January 25, 2015. The entities that have filed petitions seeking relief under Chapter 11, which we refer to collectively as the debtors, continue to operate as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Our operating subsidiaries in Brazil, Mexico and Argentina are not debtors in the Chapter 11 cases.

Under Chapter 11, we are permitted to continue to operate our business and manage our properties in the ordinary course of business without prior approval from the Bankruptcy Court. Transactions outside the ordinary course of business proposed to be undertaken by any of the debtors, including certain types of capital expenditures, as well as certain sales of assets, certain requests for additional financings and certain other arrangements, including material changes to agreements and employee compensation arrangements, require approval by the Bankruptcy Court. There can be no assurance that the Bankruptcy Court will grant any requests for such approvals. On October 14, 2014, the Bankruptcy Court issued a final order permitting us to pay pre-petition salaries, wages and benefits to all employees of our debtor entities and authorized the payment of certain other pre-petition claims, in limited circumstances, to avoid undue disruption to our operations.

On November 24, 2014, certain of the holders of the senior notes issued by NII Capital Corp. and NIIT, certain other creditors and the official committee of unsecured creditors appointed in the Chapter 11 cases, which we refer to as the Committee, reached agreement regarding the terms of a plan of reorganization, which we refer to as the Original Plan, and the debtors, consenting parties and the Committee entered into a plan support agreement, which we refer to as the Original PSA, that governed the respective parties' obligations in connection with the formulation and filing of, and the solicitation of votes with respect to, the Original Plan. The Original Plan and a related disclosure statement were filed with the Bankruptcy Court on December 22, 2014. As described below, on January 26, 2015, NII Holdings, Inc. and certain of its subsidiaries entered into a purchase and sale agreement with an indirect subsidiary of AT&T, Inc., or AT&T, for the sale of our Mexico operations, which we refer to as Nextel Mexico. The agreement to sell Nextel Mexico is inconsistent with the terms of the Original PSA and the Original Plan, and as a result, NII Holdings, Inc. exercised its right to terminate the Original PSA.

On March 5, 2015, certain of the debtors, holders of approximately $1.93 billion, or 70%, of the senior notes issued by NII Capital Corp. and approximately $1.15 billion, or 72%, of the senior notes issued by NIIT, which we refer to collectively as the Consenting Creditors, and the Committee reached agreement regarding the terms of a revised plan of reorganization, which we refer to as the Revised Plan, that takes into account the impact of, and is contingent upon, the sale of Nextel Mexico. Certain debtors, the Consenting Creditors and the Committee entered into a Revised PSA that governs the respective parties' obligations in connection with the formulation, filing and solicitation of votes with respect to the Revised PSA. The Revised Plan will provide for, among other things, the distribution of a portion of the net proceeds of the sale of Nextel Mexico to holders of the senior notes issued by NII Capital Corp. and NIIT and for the conversion of the remaining balance of these senior notes into equity interests in the reorganized company. The Revised Plan will also include a settlement of certain estate claims and claims related to the purported release of certain guarantees of our NII Capital Corp. senior notes due 2016 and 2019. The terms of the Revised PSA do not provide for any return of value to equity holders. In addition, the Revised PSA requires, among other things, (i) the plan proponents to file and solicit votes on the Revised Plan; (ii) the consenting parties to vote in favor of and otherwise support the Revised Plan; and (iii) the parties thereto to use commercially reasonable efforts to obtain confirmation of the Revised Plan and consummate the transactions contemplated under the plan term sheet that is part of the Revised PSA. The Revised PSA may be terminated under various circumstances, including if the Revised Plan is not confirmed or is not confirmed by specified dates.

The Revised PSA also contemplates that certain of our creditors will provide up to $350.0 million in bridge loan financing while our Chapter 11 case is pending that would remain outstanding in order to provide us with the additional liquidity necessary to fund our business plan until the sale of Nextel Mexico is completed.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The circumstances leading to our decision to seek relief under Chapter 11 and their impact on our business, including on our liquidity and the uncertainties associated with the Chapter 11 process, in combination with the potential impact of our failure to satisfy certain financial covenants under our existing debt obligations, raise substantial doubt about our ability to continue as a going concern. See Note 9 for more information on financial covenants. These consolidated financial statements do not include any adjustments that might result from the outcome of any of the uncertainties described herein.

Liabilities Subject to Compromise.

We have segregated liabilities and obligations whose treatment and satisfaction are dependent on the outcome of our reorganization in the Chapter 11 proceedings and have classified these items as liabilities subject to compromise. Generally, all actions to enforce or otherwise effect repayment of pre-petition liabilities of the debtors, as well as all pending litigation against the debtors, are stayed while we are subject to the Chapter 11 proceedings. The ultimate amount of and settlement terms for these types of liabilities will be subject to the claims resolution processes in the Chapter 11 cases and the terms of any plan of reorganization confirmed by the Bankruptcy Court in the Chapter 11 cases. Only those liabilities that are obligations of the debtors (and not the obligations of our operating subsidiaries that are not debtors in the Chapter 11 cases) are included in liabilities subject to compromise. These liabilities subject to compromise may vary significantly from the stated amounts of claims filed with the Bankruptcy Court. Obligations classified as liabilities subject to compromise may be subject to future adjustments depending on the decisions of the Bankruptcy Court in the Chapter 11 cases, further developments with respect to potential disputed claims and/or determination as to the value of any collateral securing claims or other events. Further, additional claims may arise subsequent to the Chapter 11 filing date resulting from the rejection of executory contracts and from a determination by the Bankruptcy Court, or agreed to by parties in interest, of allowed claims for contingencies and other disputed amounts.

We report interest expense incurred subsequent to our Chapter 11 filing date only to the extent that it will be paid during the cases or that it is probable that it will be an allowed claim. Principal and interest payments may not be made on pre-petition debt subject to compromise without approval from the Bankruptcy Court or until a plan of reorganization defining the repayment terms, if any, has been confirmed. Further, the Bankruptcy Code generally disallows the payment of post-petition interest that accrues with respect to unsecured or undersecured claims. As a result, we have not accrued interest that we believe is not probable of being treated as an allowed claim in the Chapter 11 cases. As a result, during the year ended December 31, 2014, we did not accrue interest aggregating $119.6 million on our NII Capital Corp. and NIIT senior notes subsequent to our Chapter 11 filing date.

As of December 31, 2014, we classified the entire principal balance of our NII Capital Corp. and NIIT senior notes, as well as interest that was accrued and due but unpaid prior to our Chapter 11 filing date, as liabilities subject to compromise in accordance with the requirements of reorganization accounting since these notes are obligations of the debtors. The components of our liabilities subject to compromise are as follows (in thousands):

	December 31, 2014
7.625% Capital Corp. senior notes due 2021	$	1,450,000
8.875% Capital Corp. senior notes due 2019	500,000
10.0% Capital Corp. senior notes due 2016	800,000
7.875% NII International Telecom S.C.A. senior notes due 2019	700,000
11.375% NII International Telecom S.C.A. senior notes due 2019	900,000
Total debt subject to compromise	4,350,000
Accrued interest on debt subject to compromise	203,010
Accounts payable	3,644
Accrued expenses and other	36,839
Total liabilities subject to compromise	$	4,593,493

Reorganization Items.

We classify all income, expenses, gains or losses that are incurred or realized as a result of the commencement of the Chapter 11 cases as reorganization items in our consolidated statements of comprehensive loss. In addition, we report professional fees and related costs associated with and incurred during the Chapter 11 cases as reorganization items. We also reclassify interest income earned by the debtors that would not have been earned but for our Chapter 11 filing as reorganization items. During 2014, we wrote off $8.6 million in net unamortized discounts and premiums, as well as $48.2 million in unamortized financing costs related to all series of our NII Capital Corp. and NIIT senior notes, both of which are included as reorganization items in our consolidated statements of comprehensive loss. We also recognized $14.8 million in professional fees and other costs related to our Chapter 11 filing as reorganization items in our consolidated statements of comprehensive loss for the year ended December 31, 2014.

In accordance with the requirements of reorganization accounting, the following are condensed combined financial statements of the debtor entities:

NII HOLDINGS, INC. AND CERTAIN SUBSIDIARIES (DEBTORS-IN-POSSESSION) (1) CONDENSED COMBINED BALANCE SHEET (in thousands)
	December 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	321,690
Short-term intercompany receivables	127,215
Accounts receivable, prepaid expenses and other	16,584
Total current assets	465,489
Property, plant and equipment, net	48,167
Intangible assets, net	18,000
Investments in and advances to non-debtor subsidiaries	423,163
Long-term intercompany receivables	1,712,199
Other assets	1,339
Total assets	$	2,668,357
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities not subject to compromise
Current liabilities
Accounts payable	$	1,996
Accrued expenses and other	20,257
Total current liabilities	22,253
Other long-term liabilities	4,805
Total liabilities not subject to compromise	27,058
Liabilities subject to compromise	4,593,493
Intercompany liabilities subject to compromise	12,570
Total liabilities	4,633,121
Total stockholders’ deficit	(1,964,764		)
Total liabilities and stockholders’ deficit	$	2,668,357

_______________________________________

(1) The condensed combined balance sheet above includes those subsidiaries of NII Holdings, Inc. that had filed voluntary petitions seeking protection under Chapter 11 of the U.S. Bankruptcy Code as of December 31, 2014. These debtor subsidiaries consisted of: Nextel International Services, Ltd.; NII Capital Corp.; NII Aviation, Inc.; NII Funding Corp.; NII Global Holdings, Inc.; NII International Telecom S.C.A.; NII International Holdings S.à r.l.; NII International Services S.à r.l.; Airfone Holdings, LLC; Nextel International (Uruguay), LLC; McCaw International (Brazil), LLC; and NII Mercosur, LLC.

NII HOLDINGS, INC. AND CERTAIN SUBSIDIARIES (DEBTORS-IN-POSSESSION) (1) CONDENSED COMBINED STATEMENT OF COMPREHENSIVE LOSS (in thousands)
	Year Ended December 31,
	2014
Operating revenues	$	351
Operating expenses
Selling, general and administrative	148,538
Impairment and restructuring charges	63,393
Management fee and other	(49,010		)
Depreciation and amortization	19,309
	182,230
Operating loss	(181,879		)
Other expense
Interest expense, net	(287,630		)
Intercompany interest expense	(50		)
Interest income	900
Intercompany interest income	34,507
Equity in losses of non-debtor subsidiaries	(1,460,247		)
Other income, net	8,302
	(1,704,218		)
Loss before reorganization items and income tax provision	(1,886,097		)
Reorganization items	(71,601		)
Income tax provision	—
Net loss	$	(1,957,698	)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment	$	(340,847	)
Reclassification adjustment for sale of Nextel Chile	(33,885		)
Other	(544		)
Other comprehensive loss	(375,276		)
Net loss	(1,957,698		)
Total comprehensive loss	$	(2,332,974	)

_______________________________________

(1) The condensed combined statement of comprehensive loss above includes those subsidiaries of NII Holdings, Inc. that had filed voluntary petitions seeking protection under Chapter 11 of the U.S. Bankruptcy Code as of December 31, 2014. These debtor subsidiaries consisted of: Nextel International Services, Ltd.; NII Capital Corp.; NII Aviation, Inc.; NII Funding Corp.; NII Global Holdings, Inc.; NII International Telecom S.C.A.; NII International Holdings S.à r.l.; NII International Services S.à r.l.; Airfone Holdings, LLC; Nextel International (Uruguay), LLC; McCaw International (Brazil), LLC; and NII Mercosur, LLC.

NII HOLDINGS, INC. AND CERTAIN SUBSIDIARIES (DEBTORS-IN-POSSESSION) (1) CONDENSED COMBINED STATEMENT OF CASH FLOWS (in thousands)
	Year Ended December 31,
	2014
Cash flows from operating activities:
Net loss	$	(1,957,698	)
Adjustments to reconcile net loss to net cash used in operating activities	1,606,769
Net cash used in operating activities	(350,929		)
Cash flows from investing activities:
Capital expenditures	(7,012		)
Proceeds from sales of fixed assets	32,390
Proceeds from sales of investments	198,007
Intercompany long-term loans	(542,000		)
Investments in and advances to non-debtor subsidiaries	(124,532		)
Changes in restricted cash	25,300
Net cash used in investing activities	(417,847		)
Cash flows from financing activities:
Repayments under capital lease and other	(42,414		)
Other, net	(396		)
Net cash used in financing activities	(42,810		)
Net decrease in cash and cash equivalents	(811,586		)
Cash and cash equivalents, beginning of year	1,133,276
Cash and cash equivalents, end of year	$	321,690

_______________________________________

(1) The condensed combined statement of cash flows above includes those subsidiaries of NII Holdings, Inc. that had filed voluntary petitions seeking protection under Chapter 11 of the U.S. Bankruptcy Code as of December 31, 2014. These debtor subsidiaries consisted of: Nextel International Services, Ltd.; NII Capital Corp.; NII Aviation, Inc.; NII Funding Corp.; NII Global Holdings, Inc.; NII International Telecom S.C.A.; NII International Holdings S.à r.l.; NII International Services S.à r.l.; Airfone Holdings, LLC; Nextel International (Uruguay), LLC; McCaw International (Brazil), LLC; and NII Mercosur, LLC.

XML

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Major Components of Loss from Discontinued Operations, Assets and Liabilities Classified as Held for Sale

The major components of loss from discontinued operations related to Nextel Chile and Nextel Peru were as follows (in thousands):

	Year Ended December 31,
	2014			2013			2012
Operating revenues	$	38,596		$	265,979		$	393,227
Operating expenses	(228,578		)	(443,166		)	(1,010,229		)
Other expense, net	(19,989		)	(34,576		)	(2,443		)
Loss before income tax provision	(209,971		)	(211,763		)	(619,445		)
Income tax provision	—			(900		)	(63,965		)
	(209,971		)	(212,663		)	(683,410		)
Gain (loss) on disposal of Nextel Chile and Nextel Peru	29,585			(2,848		)	—
Loss from discontinued operations, net of income taxes	$	(180,386	)	$	(215,511	)	$	(683,410	)

Schedule of Discontinued Operations, Balance Sheet [Table Text Block]

The components of assets and liabilities related to discontinued operations as of December 31, 2013, all of which related to Nextel Chile, consisted of the following (in thousands):

	December 31, 2013
ASSETS
Cash and cash equivalents	$	3,448
Accounts receivable, net of allowance for doubtful accounts of $6,762	11,157
Handset and accessory inventory	5,965
Prepaid expenses and other	38,526
Property, plant and equipment, net	50,515
Intangible assets, net	13,300
Other assets	46,020
Total assets	$	168,931
LIABILITIES
Accounts payable	$	22,928
Accrued expenses and other	13,841
Other long-term liabilities	5,326
Total liabilities	$	42,095

XML

Employee Stock and Benefit Plans (Summary of Stock Option Activity Under All Plans) (Details) (USD $)	0 Months Ended	12 Months Ended
	Apr. 23, 2012	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Granted	358,373
Share Based Compensation Arrangement By Share Based Payment Award Exercised Weighted Average Remaining Contractual Term		$ 4.04
Weighted Average Remaining Life of Options Outstanding, beginning balance		5 years 8 months 15 days
Weighted Average Remaining Life of Options Outstanding, ending balance		5 years 8 months 15 days
Stock Options [Member]
Number of Options Outstanding, beginning balance		6,034,151.000	11,259,868.000
Number of Options, Granted	1,752,921	1,752,921
Number of Options, Exercised		0
Number of Options, Forfeited		(6,978,638)
Number of Options Outstanding, ending balance		6,034,151.000	11,259,868.000
Number of Options, Exercisable		3,996,673
Weighted Average Exercise Price per Option Outstanding, beginning balance		$ 26.57	$ 36.20
Weighted Average Exercise Price per Option, Granted		$ 0.86
Weighted Average Exercise Price per Option, Exercised		$ 0.00
Weighted Average Exercise Price per Option, Forfeited		$ 35.63
Weighted Average Exercise Price per Option, ending balance		$ 26.57	$ 36.20
Weighted Average Exercise Price per Option, ending balance, Exercisable		$ 38.55
Aggregate Intrinsic Value of Options Outstanding, beginning balance		$ 0
Aggregate Intrinsic Value of Options Outstanding, ending balance		0
Aggregate Intrinsic Value of Options Outstanding, Exercisable		$ 0

XML

Employee Stock and Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2014

Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]

Summary of Stock Option Activity Under All Plans

The following table summarizes stock option activity for the year ended December 31, 2014:

	Number of Options		Weighted Average Exercise Price per Option		Weighted Average Remaining Life	Aggregate Intrinsic Value
Outstanding, December 31, 2013	11,259,868		$	36.20
Granted	1,752,921		0.86
Exercised	—		—
Forfeited	(6,978,638	)	35.63
Outstanding, December 31, 2014	6,034,151		26.57		5.71	$	—
Exercisable, December 31, 2014	3,996,673		38.55		4.04	—

Assumptions in Option Pricing Model

The weighted average fair value of the stock option awards on their grant dates using the Black-Scholes-Merton option-pricing model was less than $0.01 for each option granted during the year ended December 31, 2014, $4.64 for each option granted during the year ended December 31, 2013 and $7.31 for each option granted during the year ended December 31, 2012 based on the following assumptions:

	2014	2013	2012
Risk free interest rate	1.60% - 1.63%	0.63% - 1.49%	0.62% - 0.95%
Expected stock price volatility	69.53% - 96.99%	56.56% - 69.53%	50.00% - 56.56%
Expected term in years	4.78 - 4.81	4.78 - 4.81	4.65 - 4.78
Expected dividend yield	—	—	—

Summary of the Status of Non-Vested Restricted Stock Awards

Following is a summary of our restricted stock:

	Number of Shares		Weighted Average Grant Date Fair Value Per Share
Restricted stock awards as of December 31, 2013	3,919,485		$12.99
Granted	3,605,538		0.85
Vested	(1,140,667	)	16.80
Forfeited	(2,294,608	)	7.69
Restricted stock awards as of December 31, 2014	4,089,748		3.75

XML

Summary of Significant Accounting Policies Supplemental Cash Flow Information (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Supplemental Cash Flow Elements [Abstract]
Payments to Acquire Property, Plant, and Equipment	$ 612,161	$ 620,895	$ 953,882
Capital expenditures	428,420	872,094	1,305,696
Interest Expense	$ 449,345	$ 526,530	$ 359,795

XML

Commitments and Contingencies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Purchase Obligation	$ 2,500.0
Future Spectrum Fees	1,800.0
Remaining operating lease terms of agreements minimum	1
Remaining operating lease terms of agreements maximum	15
Remaining operating office lease terms of agreements minimum	1
Remaining operating office lease terms of agreements maximum	10
Total rent expenses under operating lease	302.4	300.9	270.6
Nextel Brazil [Member]
Accrued Liabilities	69.7	70.9
Unasserted Claims	8.0	11.2
Estimated range of possible loss of accrued liabilities minimum	430.0
2014 [Member]
Purchase Obligation	1,600.0
Future Spectrum Fees	130.1
2016 and 2017 [Member]
Purchase Obligation	622.0
Future Spectrum Fees	257.3
2018 [Member]
Purchase Obligation	268.5
Future Spectrum Fees	257.3
2019 and Beyond [Member]
Future Spectrum Fees	$ 1,200.0

XML

CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Current assets
Cash and cash equivalents	$ 573,600	$ 1,730,335
Short-term investments	153,612	585,760
Accounts receivable, less allowance for doubtful accounts of $66,252 and $41,282	398,678	511,406
Handset and accessory inventory	207,633	336,620
Deferred income taxes, net	50,692	127,395
Assets Held-for-sale, Current	0	59,096
Prepaid expenses and other	329,197	397,574
Total current assets	1,713,412	3,748,186
Property, plant and equipment, net	2,432,933	3,337,545
Intangible assets, net	822,124	980,369
Deferred income taxes, net	5,767	26,713
Assets Held-for-sale, Other, Noncurrent	0	109,835
Other assets	456,355	477,306
Total assets	5,430,591	8,679,954
Current liabilities
Accounts payable	279,804	346,128
Accrued expenses and other	562,988	959,059
Deferred revenues	89,019	127,782
Current portion of long-term debt	777,569	96,839
Deposits related to 2013 sale of towers	0	720,013
Liabilities related to discontinued operations	0	36,769
Total current liabilities	1,709,380	2,286,590
Long-term debt	734,823	5,696,632
Deferred credits	58,088	108,991
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent	0	5,326
Other long-term liabilities	299,571	227,028
Total liabilities	2,801,862	8,324,567
Liabilities Subject to Compromise	4,593,493	0
Commitments and contingencies (Note 11)
Stockholders' equity
Undesignated preferred stock, par value $0.001, 10,000 shares authorized — 2014 and 2013, no shares issued or outstanding — 2014 and 2013	0	0
Common stock, par value $0.001, 600,000 shares authorized — 2014 and 2013, 172,363 shares issued and outstanding — 2014, 172,105 shares issued and outstanding — 2013	172	172
Paid-in capital	1,517,081	1,504,258
Retained earnings	(2,150,664)	(192,966)
Accumulated other comprehensive loss	(1,331,353)	(956,077)
Total stockholders' equity	(1,964,764)	355,387
Total liabilities and stockholders' equity	$ 5,430,591	$ 8,679,954

XML

Schedule II - Valuation and Qualifying Accounts Schedule II - Valuation and Qualifying Accounts (Tables)

12 Months Ended

Dec. 31, 2014

Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

	Balance at Beginning of Period		Charged to Costs and Expenses		Deductions and Other Adjustments (1)			Balance at End of Period
Year Ended December 31, 2014
Allowance for doubtful accounts	$	54,531	$	114,784	$	(114,300	)	$	55,015
Valuation allowance for deferred tax assets	$	4,335,913	$	610,467	$	(77,876	)	$	4,868,504
Year Ended December 31, 2013
Allowance for doubtful accounts	$	104,897	$	111,460	$	(161,826	)	$	54,531
Valuation allowance for deferred tax assets	$	330,739	$	4,052,410	$	(47,236	)	$	4,335,913
Year Ended December 31, 2012
Allowance for doubtful accounts	$	62,030	$	214,454	$	(171,587	)	$	104,897
Valuation allowance for deferred tax assets	$	180,545	$	151,286	$	(1,092	)	$	330,739

_______________________________________

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

XML

Schedule I - Condensed Financial Information of Registrant (Statement of Cash Flows) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Cash flows from operating activities:
Net loss	$ (1,957,698)	$ (1,649,599)	$ (765,249)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,391,565	1,621,281	1,328,968
Net cash (used in) provided by operating activities	(628,716)	(192,451)	353,183
Cash flows from investing activities:
Purchase of investments	(1,637,913)	(2,360,529)	(1,678,918)
Proceeds from sales of investments	2,092,459	1,942,886	1,813,783
Change in restricted cash and escrow accounts	(137,827)	(39,436)	(4,087)
Transfers from restricted cash		2,273	7,882
Proceeds from 2013 sale of towers, net		721,404	0
Investment in subsidiaries	0	0	0
Payments for (Proceeds from) Other Investing Activities	38,098	(207)	(1,018)
Intercompany dividends		0	0
Net cash used in investing activities	(347,538)	(177,612)	(1,055,160)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Repayments and purchases of convertible notes	0	0	(212,782)
Other, net	(632)	(27,950)	(124,723)
Net cash (used in) provided by financing activities	(128,272)	776,591	(238,295)
Net (decrease) increase in cash and cash equivalents	(1,156,735)	365,382	(917,202)
Cash and cash equivalents, beginning of year	1,730,335	1,364,953	2,282,155
Cash and cash equivalents, end of year	573,600	1,730,335	1,364,953
NII Holdings Inc. (Parent) [Member]
Cash flows from operating activities:
Net loss	(1,957,698)	(1,649,599)	(765,249)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,861,773	1,477,932	768,542
Net cash (used in) provided by operating activities	(95,925)	(171,667)	3,293
Cash flows from investing activities:
Purchase of investments	0	0	0
Proceeds from sales of investments	0	0	224,330
Change in restricted cash and escrow accounts	25,300	(15,050)	0
Transfers from restricted cash		0	0
Proceeds from 2013 sale of towers, net		0	0
Investment in subsidiaries	(180,712)	(191,526)	(318,949)
Payments for (Proceeds from) Other Investing Activities	(1,856)	(545)	0
Intercompany dividends		0	0
Net cash used in investing activities	(153,556)	(206,031)	(94,619)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Repayments and purchases of convertible notes	0	0	(212,782)
Other, net	(86)	(1,010)	(3,228)
Net cash (used in) provided by financing activities	(86)	(1,010)	(216,010)
Net (decrease) increase in cash and cash equivalents	(249,567)	(378,708)	(307,336)
Cash and cash equivalents, beginning of year	356,314	735,022	1,042,358
Cash and cash equivalents, end of year	106,747	356,314	735,022
NII Holdings,Inc. (Parent and Guarantor) [Member]
Cash flows from investing activities:
Payments for (Proceeds from) Other Investing Activities	$ (1,856)

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Cash flows from operating activities:
Net loss	$ (1,957,698)	$ (1,649,599)	$ (765,249)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Loss from discontinued operations	180,386	215,511	683,410
Reorganization Costs, Operating Activities	54,851	0	0
Amortization of debt discount and financing costs	16,816	31,283	21,598
Depreciation and amortization	672,705	692,927	605,161
Provision for doubtful accounts	114,784	111,460	214,454
Provision For Inventory Losses	40,768	56,077	1,470
Foreign currency transaction losses, net	130,499	123,369	63,330
Impairment charges, restructuring charges and losses on disposal of fixed assets	176,577	149,227	38,535
Gain (Loss) on Sale of Assets and Asset Impairment Charges	(74,631)	0	0
Deferred income tax provision (benefit)	48,453	382,070	(17,877)
Share-based compensation expense	13,845	27,255	40,430
Other, net	(5,002)	(11,537)	30,981
Changes in assets and liabilities:
Accounts receivable	(52,706)	(29,458)	(83,946)
Handset and accessory inventory	57,465	(112,919)	(48,705)
Prepaid expenses and other	(66,218)	(24,495)	(239,876)
Other long-term assets	(166,366)	(52,875)	(99,862)
Accounts payable, accrued expenses and other	249,339	63,386	119,865
Total operating cash (used in) provided by continuing operations	(566,133)	(28,318)	563,719
Total operating cash used in discontinued operations	(62,583)	(164,133)	(210,536)
Net cash (used in) provided by operating activities	(628,716)	(192,451)	353,183
Cash flows from investing activities:
Capital expenditures	(612,161)	(620,895)	(953,882)
Purchase of investments	(1,637,913)	(2,360,529)	(1,678,918)
Proceeds from sales of investments	2,092,459	1,942,886	1,813,783
(Payments) proceeds related to 2013 sale of towers, net	(39,618)	721,404	0
Change in restricted cash and escrow accounts	(137,827)	(39,436)	(4,087)
Proceeds From Sale of Corporate Aircraft	32,390	0	0
Purchase of licenses and other	(30,870)	(52,859)	(99,167)
Total investing cash used in continuing operations	(333,540)	(409,429)	(922,271)
Total investing cash (used in) provided by discontinued operations	(13,998)	231,817	(132,889)
Net cash used in investing activities	(347,538)	(177,612)	(1,055,160)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Borrowings under equipment financing facilities and other	14,590	145,122	446,546
Proceeds from issuance of senior notes	0	1,600,000	0
Repayments and purchases of convertible notes	0	0	(212,782)
Repayments Under Bank Loans and Other	(142,230)	(787,572)	(352,048)
Other, net	(632)	(27,994)	(46,001)
Total financing cash (used in) provided by continuing operations	(128,272)	929,556	(164,285)
Total financing cash used in discontinued operations	0	(152,965)	(74,010)
Net cash (used in) provided by financing activities	(128,272)	776,591	(238,295)
Effect of exchange rate changes on cash and cash equivalents	(55,657)	(56,236)	844
Change in cash and cash equivalents related to discontinued operations	3,448	15,090	22,226
Net (decrease) increase in cash and cash equivalents	(1,156,735)	365,382	(917,202)
Cash and cash equivalents, beginning of year	1,730,335	1,364,953	2,282,155
Cash and cash equivalents, end of year	$ 573,600	$ 1,730,335	$ 1,364,953

XML

Schedule I - Condensed Financial Information of Registrant (Balance Sheet) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current assets
Cash and cash equivalents	$ 573,600	$ 1,730,335	$ 1,364,953	$ 2,282,155
Short-term intercompany receivables	0	0
Prepaid expenses and other	329,197	397,574
Total current assets	1,713,412	3,748,186
Investments in and advances to affiliates		0
Intangible assets, net	822,124	980,369
Deferred income taxes, net	5,767	26,713
Long-term intercompany receivables	0	0
Other assets	456,355	477,306
Total assets	5,430,591	8,679,954
Current liabilities
Short-term intercompany payables	0	0
Accrued expenses and other	562,988	959,059
Total current liabilities	1,709,380	2,286,590
Long-term intercompany payables	0	0
Other long-term liabilities	299,571	227,028
Total liabilities	2,801,862	8,324,567
External Liabilities Subject To Compromise	4,593,493
Intercompany Liabilities Subject To Compromise	0
Liabilities Subject to Compromise	4,593,493	0
Total stockholders' equity	(1,964,764)	355,387
Total liabilities and stockholders' equity	5,430,591	8,679,954
NII Holdings Inc. (Parent) [Member]
Current assets
Cash and cash equivalents	106,747	356,314	735,022	1,042,358
Short-term intercompany receivables	27,803	31,803
Prepaid expenses and other	7,942	6,832
Total current assets	142,492	394,949
Investments in and advances to affiliates	0	1,867,753
Intangible assets, net	18,000	18,000
Deferred income taxes, net	0	16,025
Long-term intercompany receivables	1,393,109	1,474,658
Other assets	947	29,381
Total assets	1,554,548	3,800,766
Current liabilities
Short-term intercompany payables	0	464,798
Accrued expenses and other	0	0
Total current liabilities	0	464,798
Long-term intercompany payables	0	2,950,226
Other long-term liabilities	100	30,329
Other Liabilities, Noncurrent (Including Long-Term Debt)	1,629	30,355
Total liabilities	1,629	3,445,379
External Liabilities Subject To Compromise	30,584	0
Intercompany Liabilities Subject To Compromise	3,487,099	0
Liabilities Subject to Compromise	3,517,683	0
Total stockholders' equity	(1,964,764)	355,387
Total liabilities and stockholders' equity	$ 1,554,548	$ 3,800,766

XML

Intangible Assets (Intangible Assets) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Indefinite-Lived Intangible Assets (Excluding Goodwill)	$ 18,000,000
Gross Carrying Value	1,091,405,000	1,205,450,000
Accumulated Amortization	(287,281,000)	(243,081,000)
Net Carrying Value	804,124,000	962,369,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	15 years
Licenses [Member]
Gross Carrying Value	1,091,405,000	1,205,450,000
Accumulated Amortization	(287,281,000)	(243,081,000)
Net Carrying Value	$ 804,124,000	$ 962,369,000

XML

Balance Sheet Details (Tables)

12 Months Ended

Dec. 31, 2014

Dec. 31, 2013

Balance Sheet Related Disclosures [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The components of our accumulated other comprehensive loss, net of taxes, are as follows:

	December 31, 2014			December 31, 2013
	(in thousands)
Cumulative foreign currency translation adjustment	$	(1,326,003	)	$	(951,271	)
Other	(5,350		)	(4,806		)
	$	(1,331,353	)	$	(956,077	)

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

Supplemental Cash Flow Information.

	Year Ended December 31,
	2014			2013		2012
	(in thousands)
Capital expenditures
Cash paid for capital expenditures, including capitalized interest	$	612,161		$	620,895	$	953,882
Change in capital expenditures accrued and unpaid or financed, including   accreted interest capitalized	(183,741		)	251,199		351,814
	$	428,420		$	872,094	$	1,305,696
Interest costs
Interest expense, net	$	449,345		$	526,530	$	359,795
Interest capitalized	32,541			78,254		127,189
	$	481,886		$	604,784	$	486,984
Acquisitions of assets and business combinations
Fair value of licenses and other assets acquired	$	31,861		$	53,066	$	100,185
Less: liabilities assumed and deferred tax liabilities incurred	—			—		—
Less: cash acquired	—			—		—
	$	31,861		$	53,066	$	100,185
Cash paid for interest, net of amounts capitalized	$	310,230		$	389,064	$	290,131
Cash paid for income taxes	$	24,544		$	39,292	$	269,597

For the year ended December 31, 2014, we had $319.6 million in non-cash financing, primarily related to capital lease obligations recognized in Brazil and Mexico in connection with the leaseback of communication towers and borrowings under our equipment financing facility in Mexico. For the year ended December 31, 2013 and 2012, we had $213.5 million and $194.5 million, respectively, in non-cash financing, primarily related to borrowings under our equipment financing facilities in Mexico, the short-term financing of imported handsets and infrastructure in Brazil and co-location capital lease obligations on our communication towers in Brazil and Mexico.

Schedule of Prepaid Assets and Other Disclosure [Table Text Block]

Prepaid Expenses and Other.

The components are as follows:

	December 31,
	2014		2013
	(in thousands)
Value-added taxes	$	137,699	$	207,951
Income taxes	19,632		59,054
Other prepaid assets	97,573		90,108
Other current assets	74,293		40,461
	$	329,197	$	397,574

Accrued Expenses and Other

Accrued Expenses and Other.

The components are as follows:

	December 31,
	2014		2013
	(in thousands)
Capital expenditures	$	106,295	$	290,036
Non-income based taxes	87,127		114,360
Payroll related items and commissions	66,598		89,435
Network system and information technology	62,229		92,109
Accrued interest	10,574		128,509
Other	230,165		244,610
	$	562,988	$	959,059

XML

Debt (Narrative) (Details) (USD $) Share data in Thousands, unless otherwise specified	3 Months Ended			12 Months Ended			1 Months Ended			3 Months Ended			9 Months Ended
	Sep. 30, 2014	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Aug. 31, 2009	Dec. 31, 2009	Jul. 31, 2011	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013	Sep. 30, 2014	Mar. 31, 2011	Dec. 31, 2011
Current portion of long-term debt				$ (777,569,000)	$ (96,839,000)					$ (777,569,000)		$ (96,839,000)
Bank Loans				343,915,000	444,268,000					343,915,000		444,268,000
Repayments and purchases of convertible notes				0	0	(212,782,000)
Principal amount of convertible notes				5,385,099,000	5,441,009,000					5,385,099,000		5,441,009,000
Common stock, shares authorized				600,000	600,000					600,000		600,000
Other operating revenues				38,500,000	39,400,000	56,800,000
Brazil CDB Loan Repayment Period				seven
Proceeds from issuance of senior notes				0	1,600,000,000	0
(Payments) proceeds related to 2013 sale of towers, net				(39,618,000)	721,404,000	0
Gain (Loss) on Sale of Assets and Asset Impairment Charges				74,631,000	0	0
Asset Impairment Charges	47,900,000	38,200,000	85,300,000			22,800,000
7.875% Senior Notes Due 2019 [Member]
Notes interest rate				7.875%						7.875%
Equipment Financing [Member]
Principal amount of convertible notes				689,930,000	653,557,000					689,930,000		653,557,000
7.625% Senior Notes Due 2021 [Member]
Notes interest rate														7.625%
Principal amount				1,450,000,000						1,450,000,000
10.0% Senior Notes Due 2016 [Member]
Notes interest rate							10.00%
Maturity date of notes							August 15, 2016
8.875% Senior Notes Due 2019 [Member]
Notes interest rate															8.875%
Maturity date of notes								December 15, 2019
Brazil Vendor Financing [Domain]
Loan Agreement Maximum Borrowing Capacity									500,000,000
Brazil CDB Loan Floating Interest Rate									2.90%
Effective interest rate on convertible notes				3.16%	3.15%					3.16%		3.15%
Brazil CDB Loan Borrowing Period				three
Mexico Vendor Financing [Member]
Term of debt									ten
Debt Instrument, Borrowing Period									three
Debt Instrument, Repayment Term									seven
Long-term debt, percentage bearing variable interest, percentage rate				3.06%	3.05%					3.06%		3.05%
Loan Agreement Maximum Borrowing Capacity									375,000,000
Financial Institution One [Member] | Brazil Spectrum License Financing [Member]
Brazil bank financing				351,800,000						351,800,000
Financial Institution Two [Member] | Brazil Spectrum License Financing [Member]
Brazil bank financing				341,200,000						341,200,000
Debt instrument factor applied to variable rate				115.00%						115.00%
Long-term debt, percentage bearing variable interest, percentage rate				13.40%	11.39%					13.40%		11.39%
LIBOR [Member] | Mexico Vendor Financing [Member]
Debt instrument, basis spread on variable rate				2.80%
BRAZIL
Bank Loans				196,900,000						196,900,000
Equipment Financing				366,937,000	352,725,000					366,937,000		352,725,000
Towers Sold										1,940
Capital lease and tower financing obligations				213,163,000	122,499,000					213,163,000		122,499,000
(Payments) proceeds related to 2013 sale of towers, net										155,500,000	18,600,000	348,000,000
Present Value of Future Minimum Lease Payments, Sale Leaseback Transactions				186,500,000						186,500,000
Asset Impairment Charges	4,500,000
MEXICO
Equipment Financing				322,993,000	300,832,000					322,993,000		300,832,000
Towers Sold										1,483
Capital lease and tower financing obligations				264,130,000	194,227,000					264,130,000		194,227,000
(Payments) proceeds related to 2013 sale of towers, net	374,300,000
Gain (Loss) on Sale of Assets and Asset Impairment Charges	(75,400,000)
Sale Leaseback Transaction, Deferred Gain, Gross	179,600,000												179,600,000
Present Value of Future Minimum Lease Payments, Sale Leaseback Transactions	112,400,000												112,400,000
Asset Impairment Charges	5,100,000		9,000,000
Nextel Brazil And Nextel Mexico [Member]
Asset Impairment Charges				25,500,000
Aircraft [Domain]
(Payments) proceeds related to 2013 sale of towers, net				32,500,000
Asset Impairment Charges													$ 6,400,000

XML

Condensed Consolidating Financial Statements

12 Months Ended

Dec. 31, 2014

Condensed Consolidating Financial Statements

Condensed Consolidating Financial Statements

Condensed Consolidating Financial Statements

In 2011, we issued $1.45 billion in aggregate principal amount of our 7.625% senior notes due in 2021. In addition, during 2009, we issued senior notes totaling $1.3 billion in aggregate principal amount comprised of our 10.0% senior notes due 2016 and our 8.875% senior notes due 2019. We refer to the senior notes issued in 2011 and 2009 collectively as the "notes." All of these notes are senior unsecured obligations of NII Capital Corp., our wholly-owned domestic subsidiary, and are guaranteed on a senior unsecured basis by NII Holdings and all of its current and future first tier and domestic restricted subsidiaries, other than NII Capital Corp. No foreign subsidiaries will guarantee the notes unless they are first tier subsidiaries of NII Holdings. These guarantees are full and unconditional, as well as joint and several.

In connection with the issuance of the notes and the guarantees thereof, we are required to provide certain condensed consolidating financial information. Included in the tables below are condensed consolidating balance sheets as of December 31, 2014 and 2013, as well as condensed consolidating statements of comprehensive (loss) income for the years ended December 31, 2014, 2013 and 2012 and condensed consolidating statements of cash flows for the years ended December 31, 2014, 2013 and 2012, of: (a) the parent company, NII Holdings, Inc.; (b) the subsidiary issuer, NII Capital Corp.; (c) the guarantor subsidiaries on a combined basis; (d) the non-guarantor subsidiaries on a combined basis; (e) consolidating adjustments; and (f) NII Holdings, Inc. and subsidiaries on a consolidated basis.

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2014

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)(1)		Guarantor Subsidiaries(2)			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	106,747		$	25,170	$	14,505		$	427,178		$	—		$	573,600
Short-term investments	—			—		—			153,612			—			153,612
Accounts receivable, net	—			—		290			398,388			—			398,678
Short-term intercompany receivables	27,803			65,130		99,459			7,030			(199,422		)	—
Handset and accessory inventory	—			—		—			207,633			—			207,633
Deferred income taxes, net	—			—		857			49,835			—			50,692
Prepaid expenses and other	7,942			—		8,352			312,903			—			329,197
Total current assets	142,492			90,300		123,463			1,556,579			(199,422		)	1,713,412
Property, plant and equipment,   net	—			—		48,168			2,384,765			—			2,432,933
Intangible assets, net	18,000			—		—			804,124			—			822,124
Deferred income taxes, net	—			13,561		—			5,772			(13,566		)	5,767
Long-term intercompany receivables	1,393,109			3,488,284		342,883			1,354			(5,225,630		)	—
Other assets	947			—		392			455,016			—			456,355
Total assets	$	1,554,548		$	3,592,145	$	514,906		$	5,207,610		$	(5,438,618	)	$	5,430,591
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Liabilities not subject to compromise
Current liabilities
Accounts payable	$	—		$	—	$	1,995		$	277,809		$	—		$	279,804
Short-term intercompany payables	—			9,764		4,958			182,239			(196,961		)	—
Accrued expenses and other	—			—		18,993			544,528			(533		)	562,988
Deferred revenues	—			—		—			89,019			—			89,019
Current portion of long-term debt	—			—		—			777,569			—			777,569
Total current liabilities	—			9,764		25,946			1,871,164			(197,494		)	1,709,380
Long-term debt	—			—		—			734,823			—			734,823
Deferred income tax liabilities	1,529			—		14,524			55,601			(13,566		)	58,088
Long-term intercompany payables	—			—		—			139,206			(139,206		)	—
Other long-term liabilities	100			—		2,217			297,254			—			299,571
Total liabilities not subject to       compromise	1,629			9,764		42,687			3,098,048			(350,266		)	2,801,862
Liabilities subject to compromise	30,584			2,858,128		9,899			1,694,882			—			4,593,493
Intercompany liabilities subject to compromise	3,487,099			115,458		1,492,946			709,392			(5,804,895		)	—
Total liabilities subject to compromise	3,517,683			2,973,586		1,502,845			2,404,274			(5,804,895		)	4,593,493
Total stockholders’ (deficit) equity	(1,964,764		)	608,795		(1,030,626		)	(294,712		)	716,543			(1,964,764		)
Total liabilities and stockholders’ (deficit) equity	$	1,554,548		$	3,592,145	$	514,906		$	5,207,610		$	(5,438,618	)	$	5,430,591

_______________________________________

(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.

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2013

	NII Holdings, Inc. (Parent and Guarantor)		NII Capital Corp. (Issuer)		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
ASSETS
Current assets
Cash and cash equivalents	$	356,314	$	—	$	5,586	$	1,368,435	$	—		$	1,730,335
Short-term investments	—		—		—		585,760		—			585,760
Accounts receivable, net	—		—		627		510,779		—			511,406
Short-term intercompany receivables	31,803		129,810		72,595		4,779		(238,987		)	—
Handset and accessory inventory	—		—		—		336,620		—			336,620
Deferred income taxes, net	—		—		1,145		126,250		—			127,395
Prepaid expenses and other	6,832		—		7,914		382,828		—			397,574
Assets related to discontinued operations	—		—		—		59,096		—			59,096
Total current assets	394,949		129,810		87,867		3,374,547		(238,987		)	3,748,186
Property, plant and equipment, net	—		—		130,729		3,207,103		(287		)	3,337,545
Investments in and advances to affiliates	1,867,753		1,503,202		1,562,080		—		(4,933,035		)	—
Intangible assets, net	18,000		—		—		962,369		—			980,369
Deferred income taxes, net	16,025		—		—		26,716		(16,028		)	26,713
Long-term intercompany receivables	1,474,658		3,714,760		701,680		1,354		(5,892,452		)	—
Other assets	29,381		32,556		15,383		399,986		—			477,306
Assets related to discontinued operations	—		—		—		109,835		—			109,835
Total assets	$	3,800,766	$	5,380,328	$	2,497,739	$	8,081,910	$	(11,080,789	)	$	8,679,954
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	—	$	—	$	727	$	345,401	$	—		$	346,128
Short-term intercompany payables	464,798		132,007		1,485,835		159,322		(2,241,962		)	—
Accrued expenses and other	—		59,490		26,089		873,702		(222		)	959,059
Deferred revenues	—		—		—		127,782		—			127,782
Current portion of long-term debt	—		—		1,871		94,968		—			96,839
Deposits related to 2013 sale of towers	—		—		—		720,013		—			720,013
Liabilities related to discontinued operations	—		—		—		36,769		—			36,769
Total current liabilities	464,798		191,497		1,514,522		2,357,957		(2,242,184		)	2,286,590
Long-term debt	23		2,729,321		33,864		2,933,424		—			5,696,632
Deferred income tax liabilities	3		2,950		15,384		106,682		(16,028		)	108,991
Long-term intercompany payables	2,950,226		—		10,390		929,990		(3,890,606		)	—
Other long-term liabilities	30,329		—		10,248		186,451		—			227,028
Liabilities related to discontinued operations	—		—		—		5,326		—			5,326
Total liabilities	3,445,379		2,923,768		1,584,408		6,519,830		(6,148,818		)	8,324,567
Total stockholders’ equity	355,387		2,456,560		913,331		1,562,080		(4,931,971		)	355,387
Total liabilities and stockholders’ equity	$	3,800,766	$	5,380,328	$	2,497,739	$	8,081,910	$	(11,080,789	)	$	8,679,954

For the Year Ended December 31, 2014

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Operating revenues	$	—		$	—		$	2,143		$	3,688,369		$	(1,792	)	$	3,688,720
Operating expenses
Cost of revenues (exclusive of   depreciation and amortization   included below)	—			—			—			2,282,326			—			2,282,326
Selling, general and administrative	2,145			2,567			140,119			1,561,410			(7,183		)	1,699,058
Impairment and restructuring   charges	—			—			63,393			157,349			—			220,742
Gain on sale of towers	—			—			—			(74,631		)	—			(74,631		)
Management fee and other	—			—			(48,852		)	51,672			(2,820		)	—
Depreciation and amortization	—			—			19,309			653,396			—			672,705
	2,145			2,567			173,969			4,631,522			(10,003		)	4,800,200
Operating loss	(2,145		)	(2,567		)	(171,826		)	(943,153		)	8,211			(1,111,480		)
Other (expense) income
Interest expense, net	(570		)	(171,646		)	(543		)	(478,784		)	202,198			(449,345		)
Intercompany interest expense	(165,324		)	—			(50		)	165,374			—			—
Interest income	280			1			9			66,135			—			66,425
Intercompany interest income	411			200,467			1,317			3			(202,198		)	—
Foreign currency transaction   losses, net	—			—			—			(130,499		)	—			(130,499		)
Equity in loss of affiliates	(1,805,438		)	(1,593,607		)	(1,589,367		)	—			4,988,412			—
Other income (expense), net	8,212			—			(2		)	(7,706		)	(7,225		)	(6,721		)
	(1,962,429		)	(1,564,785		)	(1,588,636		)	(385,477		)	4,981,187			(520,140		)
Loss from continuing operations before reorganization items and income tax benefit (provision)	(1,964,574		)	(1,567,352		)	(1,760,462		)	(1,328,630		)	4,989,398			(1,631,620		)
Reorganization items	(291		)	(45,652		)	(13,932		)	(11,726		)	—			(71,601		)
Income tax benefit (provision)	7,167			6,747			(18,678		)	(69,327		)	—			(74,091		)
Net loss from continuing operations	(1,957,698		)	(1,606,257		)	(1,793,072		)	(1,409,683		)	4,989,398			(1,777,312		)
Loss from discontinued operations, net of income taxes	—			—			—			(179,686		)	(700		)	(180,386		)
Net loss	$	(1,957,698	)	$	(1,606,257	)	$	(1,793,072	)	$	(1,589,369	)	$	4,988,698		$	(1,957,698	)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment	$	(340,847	)	$	(342,432	)	$	(342,432	)	$	(342,432	)	$	1,027,296		$	(340,847	)
Reclassification adjustment for     sale of Nextel Chile	(33,885		)	(33,885		)	(33,885		)	(33,885		)	101,655			(33,885		)
Other	(544		)	(544		)	(544		)	(544		)	1,632			(544		)
Other comprehensive loss	(375,276		)	(376,861		)	(376,861		)	(376,861		)	1,130,583			(375,276		)
Net loss	(1,957,698		)	(1,606,257		)	(1,793,072		)	(1,589,369		)	4,988,698			(1,957,698		)
Total comprehensive loss	$	(2,332,974	)	$	(1,983,118	)	$	(2,169,933	)	$	(1,966,230	)	$	6,119,281		$	(2,332,974	)

For the Year Ended December 31, 2013

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Operating revenues	$	—		$	—		$	3,114		$	4,711,525		$	(3,072	)	$	4,711,567
Operating expenses
Cost of revenues (exclusive of   depreciation and amortization   included below)	—			—			—			2,276,929			—			2,276,929
Selling, general and administrative	3,136			—			167,180			1,779,719			(8,262		)	1,941,773
Impairments and restructuring   charges	—			—			97,063			71,480			—			168,543
Management fee and other	—			—			(75,116		)	106,264			(31,148		)	—
Depreciation and amortization	—			—			28,055			664,872			—			692,927
	3,136			—			217,182			4,899,264			(39,410		)	5,080,172
Operating loss	(3,136		)	—			(214,068		)	(187,739		)	36,338			(368,605		)
Other (expense) income
Interest expense, net	(562		)	(240,132		)	(1,379		)	(284,457		)	—			(526,530		)
Intercompany interest expense	(234,799		)	—			(59		)	(51,740		)	286,598			—
Interest income	913			—			9			42,405			—			43,327
Intercompany interest income	1,340			284,709			549			—			(286,598		)	—
Foreign currency transaction   losses, net	—			—			—			(123,369		)	—			(123,369		)
Equity in loss of affiliates	(1,473,856		)	(1,274,274		)	(1,269,438		)	—			4,017,568			—
Other income (expense), net	36,017			—			612			(13,150		)	(36,338		)	(12,859		)
	(1,670,947		)	(1,229,697		)	(1,269,706		)	(430,311		)	3,981,230			(619,431		)
Loss from continuing operations before income tax benefit (provision)	(1,674,083		)	(1,229,697		)	(1,483,774		)	(618,050		)	4,017,568			(988,036		)
Income tax benefit (provision)	24,484			(16,548		)	(18,111		)	(435,877		)	—			(446,052		)
Net loss from continuing operations	(1,649,599		)	(1,246,245		)	(1,501,885		)	(1,053,927		)	4,017,568			(1,434,088		)
Loss from discontinued operations, net of income taxes	—			—			—			(215,511		)	—			(215,511		)
Net loss	$	(1,649,599	)	$	(1,246,245	)	$	(1,501,885	)	$	(1,269,438	)	$	4,017,568		$	(1,649,599	)
Comprehensive loss, net of income taxes
Foreign currency translation      adjustment	$	(334,893	)	$	(335,183	)	$	(335,183	)	$	(335,183	)	$	1,005,549		$	(334,893	)
Other	2,257			2,257			2,257			2,257			(6,771		)	2,257
Other comprehensive loss	(332,636		)	(332,926		)	(332,926		)	(332,926		)	998,778			(332,636		)
Net loss	(1,649,599		)	(1,246,245		)	(1,501,885		)	(1,269,438		)	4,017,568			(1,649,599		)
Total comprehensive loss	$	(1,982,235	)	$	(1,579,171	)	$	(1,834,811	)	$	(1,602,364	)	$	5,016,346		$	(1,982,235	)

For the Year Ended December 31, 2012

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Operating revenues	$	—		$	—		$	3,071		$	5,694,718		$	(4,554	)	$	5,693,235
Operating expenses
Cost of revenues (exclusive of depreciation and amortization included below)	—			—			73			2,303,419			(1,483		)	2,302,009
Selling, general and administrative	3,180			2			309,680			1,962,033			(12,973		)	2,261,922
Impairment and restructuring charges	—			—			—			30,401			—			30,401
Management fee and other	—			—			(126,971		)	225,202			(98,231		)	—
Depreciation and amortization	—			—			36,079			569,082			—			605,161
	3,180			2			218,861			5,090,137			(112,687		)	5,199,493
Operating (loss) income	(3,180		)	(2		)	(215,790		)	604,581			108,133			493,742
Other (expense) income
Interest expense, net	(23,646		)	(229,652		)	(2,072		)	(104,425		)	—			(359,795		)
Intercompany interest expense	(215,501		)	—			—			(84,202		)	299,703			—
Interest income	15,292			24,181			801			(6,489		)	—			33,785
Intercompany interest income	1			261,352			186			38,164			(299,703		)	—
Foreign currency transaction losses	—			—			—			(63,330		)	—			(63,330		)
Equity in loss of affiliates	(639,902		)	(443,294		)	(434,443		)	—			1,517,639			—
Other income (expense), net	86,324			—			101			(6,389		)	(108,133		)	(28,097		)
	(777,432		)	(387,413		)	(435,427		)	(226,671		)	1,409,506			(417,437		)
(Loss) income before income tax benefit (provision)	(780,612		)	(387,415		)	(651,217		)	377,910			1,517,639			76,305
Income tax benefit (provision)	15,363			(19,731		)	(24,833		)	(128,943		)	—			(158,144		)
Net (loss) income from continuing operations	(765,249		)	(407,146		)	(676,050		)	248,967			1,517,639			(81,839		)
Loss from discontinued operations, net of income taxes	—			—			—			(683,410		)	—			(683,410		)
Net loss	$	(765,249	)	$	(407,146	)	$	(676,050	)	$	(434,443	)	$	1,517,639		$	(765,249	)
Comprehensive loss, net of income taxes
Foreign currency translation      adjustment	$	(97,589	)	$	(96,593	)	$	(96,593	)	$	(96,593	)	$	289,779		$	(97,589	)
Other	(1,802		)	(1,802		)	(1,802		)	(1,802		)	5,406			(1,802		)
Other comprehensive loss	(99,391		)	(98,395		)	(98,395		)	(98,395		)	295,185			(99,391		)
Net loss	(765,249		)	(407,146		)	(676,050		)	(434,443		)	1,517,639			(765,249		)
Total comprehensive loss	$	(864,640	)	$	(505,541	)	$	(774,445	)	$	(532,838	)	$	1,812,824		$	(864,640	)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2014

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Cash flows from operating activities:
Net loss	$	(1,957,698	)	$	(1,606,257	)	$	(1,793,072	)	$	(1,589,369	)	$	4,988,698		$	(1,957,698	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,861,773			1,631,873			1,640,357			1,246,260			(4,988,698		)	1,391,565
Total operating cash (used in) provided by continuing operations	(95,925		)	25,616			(152,715		)	(343,109		)	—			(566,133		)
Total operating cash used in discontinued operations	—			—			—			(62,583		)	—			(62,583		)
Net cash (used in) provided by operating activities	(95,925		)	25,616			(152,715		)	(405,692		)	—			(628,716		)
Cash flows from investing activities:
Capital expenditures	—			—			(7,012		)	(605,149		)	—			(612,161		)
Purchases of investments	—			—			—			(1,637,913		)	—			(1,637,913		)
Proceeds from sales of investments	—			—			—			2,092,459			—			2,092,459
Changes in restricted cash and escrow accounts	25,300			—			—			(163,127		)	—			(137,827		)
Investment in subsidiaries	(180,712		)	(446		)	—			—			181,158			—
Other, net	1,856			—			32,390			(70,488		)	(1,856		)	(38,098		)
Total investing cash (used in) provided by continuing operations	(153,556		)	(446		)	25,378			(384,218		)	179,302			(333,540		)
Total investing cash used in discontinued operations	—			—			—			(13,998		)	—			(13,998		)
Net cash (used in) provided by investing activities	(153,556		)	(446		)	25,378			(398,216		)	179,302			(347,538		)
Cash flows from financing activities:
Borrowings under equipment financing and other	—			—			—			14,590			—			14,590
Repayments under capital leases	—			—			(42,414		)	(6,506		)	—			(48,920		)
Repayments under equipment financing and other borrowings	—			—			—			(39,243		)	—			(39,243		)
Payment of line of credit	—			—			—			(54,067		)	—			(54,067		)
Capital contributions	—			20			180,525			613			(181,158		)	—
Other, net	(86		)	(20		)	(1,855		)	(527		)	1,856			(632		)
Net cash (used in) provided by financing activities	(86		)	—			136,256			(85,140		)	(179,302		)	(128,272		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(55,657		)	—			(55,657		)
Change in cash and cash equivalents related to discontinued operations	—			—			—			3,448			—			3,448
Net (decrease) increase in cash and cash equivalents	(249,567		)	25,170			8,919			(941,257		)	—			(1,156,735		)
Cash and cash equivalents, beginning of year	356,314			—			5,586			1,368,435			—			1,730,335
Cash and cash equivalents, end of year	$	106,747		$	25,170		$	14,505		$	427,178		$	—		$	573,600

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2013

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Cash flows from operating activities:
Net loss	$	(1,649,599	)	$	(1,246,245	)	$	(1,501,885	)	$	(1,269,438	)	$	4,017,568		$	(1,649,599	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,477,932			1,298,129			1,340,701			1,571,997			(4,067,478		)	1,621,281
Total operating cash (used in) provided by continuing operations	(171,667		)	51,884			(161,184		)	302,559			(49,910		)	(28,318		)
Total operating cash provided by (used in) discontinued operations	—			—			1,440			(165,573		)	—			(164,133		)
Net cash (used in) provided by operating activities	(171,667		)	51,884			(159,744		)	136,986			(49,910		)	(192,451		)
Cash flows from investing activities:
Capital expenditures	—			—			(14,232		)	(606,663		)	—			(620,895		)
Purchases of licenses	—			—			—			(53,066		)	—			(53,066		)
Purchases of investments	—			—			—			(2,360,529		)	—			(2,360,529		)
Proceeds from sales of investments	—			—			—			1,942,886			—			1,942,886
Proceeds from 2013 sale of towers, net	—			—			—			721,404			—			721,404
Transfers to restricted cash	(15,050		)	—			—			(26,659		)	—			(41,709		)
Transfers from restricted cash	—			—			—			2,273			—			2,273
Investment in subsidiaries	(191,526		)	(1,974		)	(1,260		)	—			194,760			—
Other, net	545			—			—			191			(529		)	207
Total investing cash used in continuing operations	(206,031		)	(1,974		)	(15,492		)	(380,163		)	194,231			(409,429		)
Total investing cash provided by discontinued operations	—			—			—			231,817			—			231,817
Net cash used in investing activities	(206,031		)	(1,974		)	(15,492		)	(148,346		)	194,231			(177,612		)
Cash flows from financing activities:
Gross proceeds from issuance of senior notes	—			—			—			1,600,000			—			1,600,000
Borrowings under equipment financing and other	—			—			—			145,077			—			145,077
Repayments under syndicated loan facilities	—			—			—			(323,919		)	—			(323,919		)
Repayments of import financing	—			—			—			(37,422		)	—			(37,422		)
Repayments under tower financing and other borrowings	—			—			(16,608		)	(46,887		)	—			(63,495		)
Payment of line of credit	—			—			—			(362,735		)	—			(362,735		)
Intercompany dividends	—			(49,910		)	—			—			49,910			—
Capital contributions	—			20			191,506			3,234			(194,760		)	—
Other, net	(1,010		)	(20		)	(545		)	(26,904		)	529			(27,950		)
Total financing cash (used in) provided by continuing operations	(1,010		)	(49,910		)	174,353			950,444			(144,321		)	929,556
Total financing cash used in discontinued operations	—			—			—			(152,965		)	—			(152,965		)
Net cash (used in) provided by financing activities	(1,010		)	(49,910		)	174,353			797,479			(144,321		)	776,591
Effect of exchange rate changes   on cash and cash equivalents	—			—			—			(56,236		)	—			(56,236		)
Change in cash and cash equivalents related to discontinued operations	—			—			—			15,090			—			15,090
Net (decrease) increase in cash and cash equivalents	(378,708		)	—			(883		)	744,973			—			365,382
Cash and cash equivalents, beginning of year	735,022			—			6,469			623,462			—			1,364,953
Cash and cash equivalents, end of year	$	356,314		$	—		$	5,586		$	1,368,435		$	—		$	1,730,335

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2012

	NII Holdings, Inc. (Parent and Guarantor)			NII Capital Corp. (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
	(in thousands)
Cash flows from operating activities:
Net loss	$	(765,249	)	$	(407,146	)	$	(676,050	)	$	(434,443	)	$	1,517,639		$	(765,249	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities	768,542			567,599			564,974			1,296,998			(1,869,145		)	1,328,968
Total operating cash provided by (used in) continuing operations	3,293			160,453			(111,076		)	862,555			(351,506		)	563,719
Total operating cash provided by (used in) discontinued operations	—			—			2,142			(212,678		)	—			(210,536		)
Net cash provided by (used in) operating activities	3,293			160,453			(108,934		)	649,877			(351,506		)	353,183
Cash flows from investing activities:
Capital expenditures	—			—			(92,574		)	(861,308		)	—			(953,882		)
Purchases of licenses	—			—			—			(100,185		)	—			(100,185		)
Purchases of investments	—			—			—			(1,678,918		)	—			(1,678,918		)
Proceeds from sales of investments	224,330			—			—			1,589,453			—			1,813,783
Transfers to restricted cash	—			—			—			(11,969		)	—			(11,969		)
Transfers from restricted cash	—			—			—			7,882			—			7,882
Intercompany borrowings	—			—			—			(300		)	300			—
Investment in subsidiaries	(318,949		)	(9,445		)	—			—			328,394			—
Other, net	—			—			—			1,018			—			1,018
Total investing cash used in continuing operations	(94,619		)	(9,445		)	(92,574		)	(1,054,327		)	328,694			(922,271		)
Total investing cash used in discontinued operations	—			—			—			(132,889		)	—			(132,889		)
Net cash used in investing activities	(94,619		)	(9,445		)	(92,574		)	(1,187,216		)	328,694			(1,055,160		)
Cash flows from financing activities:
Borrowings under line of credit	—			—			—			212,770			—			212,770
Borrowings under equipment financing	—			—			—			233,776			—			233,776
Repayments under syndicated loan facilities	—			—			—			(97,403		)	—			(97,403		)
Repayments of import financing	—			—			—			(175,923		)	—			(175,923		)
Capital contributions	—			—			318,949			9,445			(328,394		)	—
Proceeds from intercompany long-term loan	—			—			300			—			(300		)	—
Purchases of convertible notes	(212,782		)	—			—			—			—			(212,782		)
Intercompany dividends	—			(151,186		)	(100,320		)	(100,000		)	351,506			—
Other, net	(3,228		)	(778		)	(19,368		)	(101,349		)	—			(124,723		)
Total financing cash (used in) provided by continuing operations	(216,010		)	(151,964		)	199,561			(18,684		)	22,812			(164,285		)
Total financing cash used in discontinued operations	—			—			—			(74,010		)	—			(74,010		)
Net cash (used in) provided by financing activities	(216,010		)	(151,964		)	199,561			(92,694		)	22,812			(238,295		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			844			—			844
Change in cash and cash equivalents related to discontinued operations	—			—			—			22,226			—			22,226
Net decrease in cash and cash equivalents	(307,336		)	(956		)	(1,947		)	(606,963		)	—			(917,202		)
Cash and cash equivalents, beginning of year	1,042,358			956			8,416			1,230,425			—			2,282,155
Cash and cash equivalents, end of year	$	735,022		$	—		$	6,469		$	623,462		$	—		$	1,364,953

XML

Debt (Tables)

12 Months Ended

Dec. 31, 2014

Debt [Abstract]

Debt

	December 31,
	2014			2013
	(in thousands)
NII Capital Corp. senior notes, net	$	—		$	2,729,321
NII International Telecom, S.C.A. senior notes, net	—			1,609,962
Bank loans	343,915			444,268
Brazil equipment financing	366,937			352,725
Mexico equipment financing	322,993			300,832
Mexico capital lease and tower financing obligations	264,130			194,227
Brazil capital lease and tower financing obligations	213,163			122,499
Corporate aircraft capital lease	—			35,736
Other	1,254			3,901
Total debt	1,512,392			5,793,471
Less: current portion	(777,569		)	(96,839		)
	$	734,823		$	5,696,632

Annual Maturities of Long Term Debt Outstanding

Debt Maturities.

Because we were unable to meet the financial covenants in our bank loans in Brazil as of the compliance date on December 31, 2014 and because of the associated cross-default provisions included in Nextel Brazil's equipment financing facility, we classified the principal amounts outstanding under these facilities as due in 2015 for purposes of the table below. For the years subsequent to December 31, 2014, scheduled annual maturities of all debt outstanding, excluding the obligations evidenced by the NII Capital Corp. and NIIT senior notes, which are included in liabilities subject to compromise on our consolidated balance sheet as of December 31, 2014, are as follows (in thousands):

Year	Principal Repayments
2015	$	777,569
2016	71,376
2017	77,014
2018	67,416
2019	62,337
Thereafter	456,680
Total	$	1,512,392

XML

Schedule II - Valuation and Qualifying Accounts Schedule II - Valuation and Qualifying Accounts (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Allowance for Doubtful Accounts [Member]
Valuation Allowances and Reserves, Balance	$ 55,015		$ 54,531		$ 104,897		$ 62,030
Valuation Allowances and Reserves, Charged to Cost and Expense	114,784		111,460		214,454
Valuation Allowances and Reserves, Deductions	114,300	[1]	161,826	[1]	171,587	[1]
Valuation Allowance of Deferred Tax Assets [Member]
Valuation Allowances and Reserves, Balance	4,868,504		4,335,913		330,739		180,545
Valuation Allowances and Reserves, Charged to Cost and Expense	610,467		4,052,410		151,286
Valuation Allowances and Reserves, Deductions	$ 77,876	[1]	$ 47,236	[1]	$ 1,092	[1]

[1] Includes the impact of foreign currency translation adjustments.

XML

Schedule I - Condensed Financial Information of Registrant (Notes)

12 Months Ended

Dec. 31, 2014

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Financial Information of Parent Company Only Disclosure [Text Block]

NII HOLDINGS, INC. CONDENSED BALANCE SHEETS (PARENT COMPANY ONLY) (in thousands)
	December 31, 2014			December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	106,747		$	356,314
Short-term intercompany receivables	27,803			31,803
Prepaid expenses and other	7,942			6,832
Total current assets	142,492			394,949
Investments in and advances to affiliates	—			1,867,753
Intangible assets, net	18,000			18,000
Deferred income taxes, net	—			16,025
Long-term intercompany receivables	1,393,109			1,474,658
Other assets	947			29,381
Total assets	$	1,554,548		$	3,800,766
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Liabilities not subject to compromise
Current liabilities
Short-term intercompany payables	$	—		$	464,798
Total current liabilities	—			464,798
Long-term intercompany payables	—			2,950,226
Other long-term liabilities	1,629			30,355
Total liabilities not subject to compromise	1,629			3,445,379
Liabilities subject to compromise	30,584			—
Intercompany liabilities subject to compromise	3,487,099			—
Total liabilities subject to compromise	3,517,683			—
Total stockholders’ (deficit) equity	(1,964,764		)	355,387
Total liabilities and stockholders’ (deficit) equity	$	1,554,548		$	3,800,766

NII HOLDINGS, INC. CONDENSED STATEMENTS OF COMPREHENSIVE LOSS (PARENT COMPANY ONLY) (in thousands)
	Year Ended December 31,
	2014			2013			2012
Operating revenues	$	—		$	—		$	—
Operating expenses
Selling, general and administrative	2,145			3,136			3,180
	2,145			3,136			3,180
Operating loss	(2,145		)	(3,136		)	(3,180		)
Other (expense) income
Interest expense, net	(570		)	(562		)	(23,646		)
Intercompany interest expense	(165,324		)	(234,799		)	(215,501		)
Interest income	280			913			15,292
Intercompany interest income	411			1,340			1
Equity in loss of affiliates	(1,805,438		)	(1,473,856		)	(639,902		)
Other income, net	8,212			36,017			86,324
	(1,962,429		)	(1,670,947		)	(777,432		)
Loss before reorganization items and income tax benefit	(1,964,574		)	(1,674,083		)	(780,612		)
Reorganization items	(291		)	—			—
Income tax benefit	7,167			24,484			15,363
Net loss	$	(1,957,698	)	$	(1,649,599	)	$	(765,249	)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment	$	(340,847	)	$	(334,893	)	$	(97,589	)
Reclassification adjustment for sale of Nextel Chile	(33,885		)	—			—
Other	(544		)	2,257			(1,802		)
Other comprehensive loss	(375,276		)	(332,636		)	(99,391		)
Net loss	(1,957,698		)	(1,649,599		)	(765,249		)
Total comprehensive loss	$	(2,332,974	)	$	(1,982,235	)	$	(864,640	)

NII HOLDINGS, INC. CONDENSED STATEMENTS OF CASH FLOWS (PARENT COMPANY ONLY) (in thousands)
	Year Ended December 31,
	2014			2013			2012
Cash flows from operating activities:
Net loss	$	(1,957,698	)	$	(1,649,599	)	$	(765,249	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,861,773			1,477,932			768,542
Net cash (used in) provided by operating activities	(95,925		)	(171,667		)	3,293
Cash flows from investing activities:
Proceeds from sales of long-term and short-term investments	—			—			224,330
Changes in restricted cash and escrow accounts	25,300			(15,050		)	—
Investments in subsidiaries	(180,712		)	(191,526		)	(318,949		)
Other, net	1,856			545			—
Net cash used in investing activities	(153,556		)	(206,031		)	(94,619		)
Cash flows from financing activities:
Purchases of convertible notes	—			—			(212,782		)
Other, net	(86		)	(1,010		)	(3,228		)
Net cash used in financing activities	(86		)	(1,010		)	(216,010		)
Net decrease in cash and cash equivalents	(249,567		)	(378,708		)	(307,336		)
Cash and cash equivalents, beginning of year	356,314			735,022			1,042,358
Cash and cash equivalents, end of year	$	106,747		$	356,314		$	735,022

1.    Basis of Presentation

NII Holdings, Inc., or NII Holdings, our parent company, is a holding company that conducts substantially all of its business operations through its operating subsidiaries. See Note 1 to our consolidated financial statements for more information. As specified in the indenture surrounding our NIIT senior notes and in certain of our operating companies' local financing agreements, there are restrictions on the parent company's ability to obtain funds from certain of its subsidiaries through dividends, loans or advances. Substantially all of the consolidated net assets of NII Holdings and its subsidiaries are restricted. See Note 9 to our consolidated financial statements for more information. These condensed financial statements have been presented on a "parent company only" basis. In accordance with this parent company only presentation, we have presented our parent company's investments in consolidated subsidiaries under the equity method. These condensed parent company only financial statements should be read in conjunction with our consolidated financial statements included elsewhere herein.

2.    Dividends From Subsidiaries

NII Holdings' consolidated subsidiaries did not declare any dividends to the parent company during the year ended December 31, 2014. For the years ended December 31, 2013 and 2012, NII Holdings' consolidated subsidiaries declared and paid $49.9 million and $151.2 million, respectively, in cash dividends to the parent company.

XML

Debt (Interest Expense Recognized for Convertible Notes) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Interest expense, net	$ (389,641)	$ (496,062)	$ (354,107)

XML

Summary of Operations (Notes)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Nature of Operations [Text Block]

1.    Summary of Operations

We provide wireless communication services under the Nextel^TM brand. Historically, our services were targeted to meet the needs of business customers and individuals who used our services to meet both professional and personal needs. With the deployment of our wideband code division multiple access, or WCDMA, networks in our markets, our target market has expanded to include both business subscribers and consumers who exhibit above average usage, revenue and loyalty characteristics and who we believe will be attracted to the services and attractive pricing plans we offer, the quality of and data speeds provided by our WCDMA networks and the quality of our customer service.

We provide our services through operating companies located in Brazil, Mexico and Argentina, with our principal operations located in major business centers and related transportation corridors of these countries. We provide services in major urban and suburban centers with high population densities where we believe there is a concentration of the country’s business users and economic activity. We believe that the growing economic base, increase in the middle and upper class and lower wireline service penetration encourage the use of the mobile wireless communications services that we offer and plan to offer in the future. Our WCDMA networks in Brazil and Mexico serve these major business centers and, in some instances, a broader geographic area in order to meet the requirements of our spectrum licenses. We also utilize roaming arrangements to expand the geographic coverage of our WCDMA-based services in Brazil and Mexico.

Our original networks utilize integrated digital enhanced network, or iDEN, technology developed by Motorola, Inc. to provide mobile services on our 800 megahertz, or MHz, spectrum holdings in all of our markets. Our next generation networks utilize WCDMA technology, which is a standards-based technology that is being deployed by carriers throughout the world. We also offer long-term evolution, or LTE, services in Rio de Janeiro in Brazil and in certain cities in Mexico. These technologies allow us to use our spectrum efficiently and offer multiple wireless services integrated into a variety of handset and data devices.

The services we currently offer include:

• mobile telephone voice service;

• wireless data services, including text messaging services, mobile internet services and email services;

• push-to-talk services, including Direct Connect^®, Prip and International Direct Connect^® services, which allow subscribers to talk to each other instantly;

• other value-added services, including 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^TM open application market;

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

• voice and data roaming services outside of our coverage areas.

The deployment and expansion of our WCDMA networks in Brazil and Mexico enables us to offer a wider range of products and services that are supported by that technology, including data services provided at substantially higher speeds than can be delivered on our iDEN networks. These WCDMA networks also support our unique push-to-talk services that provide differentiation from our competitors' offerings. In the third quarter of 2013, our WCDMA network reached geographic coverage parity with our iDEN network in Mexico, and in Brazil we are currently offering services supported by our WCDMA network in about 260 cities, including cities in and around Sao Paulo and Rio de Janeiro. In the second quarter of 2014, we launched LTE services in Rio de Janeiro, and during the fourth quarter of 2014, we began offering similar LTE services in certain cities in Mexico. We also offer service on our iDEN network in Argentina and continue to provide services on our iDEN networks in Brazil and Mexico.

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable, current	$ 55,015	$ 54,531
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	600,000,000	600,000,000
Common stock shares issued	172,363,259	172,104,720
Common stock shares outstanding	172,363,259	172,104,720

XML

Capital Stock

12 Months Ended

Dec. 31, 2014

Capital Stock [Abstract]

Capital Stock

Capital Stock

We currently have 600,000,000 shares of authorized common stock, par value $0.001 per share, and 10,000,000 shares of authorized undesignated preferred stock, par value $0.001 per share.

During the years ended December 31, 2014, 2013 and 2012, we issued shares of common stock in connection with the exercise of stock options by employees and the vesting of employee restricted share awards.

Common Stock.  Holders of our common stock are entitled to one vote per share on all matters submitted for action by the stockholders and share equally, share for share, if dividends are declared on the common stock. If our Company is partially or completely liquidated, dissolved or wound up, whether voluntarily or involuntarily, the holders of the common stock are entitled to share ratably in the net assets remaining after payment of all liquidation preferences, if any, applicable to any outstanding preferred stock. There are no redemption or sinking fund provisions applicable to the common stock.

Undesignated Preferred Stock.  Our board of directors has the authority to issue undesignated preferred stock of one or more series and in connection with the creation of such series, to fix by resolution the designation, voting powers, preferences and relative, participating, optional and other special rights of such series, and the qualifications, limitations and restrictions thereof. As of December 31, 2014, we had not issued any shares of undesignated preferred stock.

Common Stock Reserved for Issuance.  Under our 2012 Incentive Compensation Plan, we had 23,824,039 shares of our common stock reserved for future issuance as of December 31, 2014, assuming our restricted stock units outstanding as of December 31, 2014 are settled in cash. As of December 31, 2014, common stock reserved for future issuance does not include 2,386,673 restricted stock units that were issued in 2014 that, if settled in shares of common stock, would reduce the shares available under our 2012 Incentive Compensation Plan by 3,580,009 shares. We had 22,089,643 shares of our common stock reserved for future issuance as of December 31, 2013, assuming our restricted stock units outstanding as of December 31, 2013 were settled in cash. As of December 31, 2013, common stock reserved for future issuance did not include 3,341,132 restricted stock units that were issued in 2013 that, if settled in shares of common stock, would have reduced the shares available under our 2012 Incentive Compensation Plan by 5,011,698 shares.

XML

Subsequent Events (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014
Subsequent Event [Line Items]
Mexico Segment Sale Price	$ 1,875
MEXICO
Subsequent Event [Line Items]
Disposal group, sale price, escrow deposit	32.0
Escrow Deposit For Breach of Representations, Warranties and Covenants	187.5
Termination Fee Upon Unsuccessful Bid	32.0
Expense Reimbursement Upon Unsuccessful Bid	$ 10.0

XML

Condensed Consolidating Financial Statements (Condensed Consolidating Statement of Operations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Operating revenues	$ 854,231	$ 926,727	$ 951,981	$ 955,781	$ 1,063,767	$ 1,085,633	$ 1,245,451	$ 1,316,716	$ 3,688,720	$ 4,711,567	$ 5,693,235
Cost of revenues (exclusive of depreciation and amortization included below)									2,282,326	2,276,929	2,302,009
Selling, general and administrative									1,699,058	1,941,773	2,261,922
Restructuring, Settlement and Impairment Provisions									220,742	168,543	30,401
Gain (Loss) on Sale of Assets and Asset Impairment Charges									(74,631)	0	0
Management fee and other									0	0	0
Depreciation and amortization									672,705	692,927	605,161
Total operating expenses									4,800,200	5,080,172	5,199,493
Operating income	(335,737)	(212,900)	(350,553)	(212,290)	(155,666)	(127,889)	(40,653)	(44,397)	(1,111,480)	(368,605)	493,742
Interest expense, net									(449,345)	(526,530)	(359,795)
Intercompany interest expense									0	0	0
Interest income									66,425	43,327	33,785
Intercompany interest income									0	0	0
Foreign currency transaction losses, net									(130,499)	(123,369)	(63,330)
Equity in income of affiliates									0	0	0
Other income (expense), net									(6,721)	(12,859)	(28,097)
Total other expense									(520,140)	(619,431)	(417,437)
(Loss) income from continuing operations before reorganization items and income tax provision									(1,631,620)	(988,036)	76,305
Reorganization Items									(71,601)	0	0
Income tax provision (Note 13)									(74,091)	(446,052)	(158,144)
Net loss from continuing operations	(507,306)	(456,753)	(474,983)	(338,270)	(705,460)	(259,507)	(316,018)	(153,103)	(1,777,312)	(1,434,088)	(81,839)
Loss from discontinued operations, net of income taxes (Note 5)	(7,555)	13,306	(148,329)	(37,808)	(40,343)	(40,434)	(80,334)	(54,400)	(180,386)	(215,511)	(683,410)
Net loss									(1,957,698)	(1,649,599)	(765,249)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment									(340,847)	(334,893)	(97,589)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax									(33,885)	0	0
Other									(544)	2,257	(1,802)
Other comprehensive loss									(375,276)	(332,636)	(99,391)
Net (loss) income									(1,957,698)	(1,649,599)	(765,249)
Total comprehensive loss									(2,332,974)	(1,982,235)	(864,640)
NII Holdings Inc. (Parent) [Member]
Operating revenues									0	0	0
Cost of revenues (exclusive of depreciation and amortization included below)									0	0	0
Selling, general and administrative									2,145	3,136	3,180
Restructuring, Settlement and Impairment Provisions									0	0	0
Gain (Loss) on Sale of Assets and Asset Impairment Charges									0
Management fee and other									0	0	0
Depreciation and amortization									0	0	0
Total operating expenses									2,145	3,136	3,180
Operating income									(2,145)	(3,136)	(3,180)
Interest expense, net									(570)	(562)	(23,646)
Intercompany interest expense									(165,324)	(234,799)	(215,501)
Interest income									280	913	15,292
Intercompany interest income									411	1,340	1
Foreign currency transaction losses, net									0	0	0
Equity in income of affiliates									(1,805,438)	(1,473,856)	(639,902)
Other income (expense), net									8,212	36,017	86,324
Total other expense									(1,962,429)	(1,670,947)	(777,432)
(Loss) income from continuing operations before reorganization items and income tax provision									(1,964,574)	(1,674,083)	(780,612)
Reorganization Items									(291)	0	0
Income tax provision (Note 13)									7,167	24,484	15,363
Net loss from continuing operations									(1,957,698)	(1,649,599)	(765,249)
Loss from discontinued operations, net of income taxes (Note 5)									0	0	0
Net loss									(1,957,698)	(1,649,599)	(765,249)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment									(340,847)	(334,893)	(97,589)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax									(33,885)	0	0
Other									(544)	2,257	(1,802)
Other comprehensive loss									(375,276)	(332,636)	(99,391)
Net (loss) income									(1,957,698)	(1,649,599)	(765,249)
Total comprehensive loss									(2,332,974)	(1,982,235)	(864,640)
NII Capital Corp. (Issuer) [Member]
Operating revenues									0	0	0
Cost of revenues (exclusive of depreciation and amortization included below)									0	0	0
Selling, general and administrative									2,567	0	2
Restructuring, Settlement and Impairment Provisions									0	0	0
Gain (Loss) on Sale of Assets and Asset Impairment Charges									0
Management fee and other									0	0	0
Depreciation and amortization									0	0	0
Total operating expenses									2,567	0	2
Operating income									(2,567)	0	(2)
Interest expense, net									(171,646)	(240,132)	(229,652)
Intercompany interest expense									0	0	0
Interest income									1	0	24,181
Intercompany interest income									200,467	284,709	261,352
Foreign currency transaction losses, net									0	0	0
Equity in income of affiliates									(1,593,607)	(1,274,274)	(443,294)
Other income (expense), net									0	0	0
Total other expense									(1,564,785)	(1,229,697)	(387,413)
(Loss) income from continuing operations before reorganization items and income tax provision									(1,567,352)	(1,229,697)	(387,415)
Reorganization Items									(45,652)
Income tax provision (Note 13)									6,747	(16,548)	(19,731)
Net loss from continuing operations									(1,606,257)	(1,246,245)	(407,146)
Loss from discontinued operations, net of income taxes (Note 5)									0	0	0
Net loss									(1,606,257)	(1,246,245)	(407,146)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment									(342,432)	(335,183)	(96,593)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax									(33,885)
Other									(544)	2,257	(1,802)
Other comprehensive loss									(376,861)	(332,926)	(98,395)
Net (loss) income									(1,606,257)	(1,246,245)	(407,146)
Total comprehensive loss									(1,983,118)	(1,579,171)	(505,541)
Guarantor Subsidiaries [Member]
Operating revenues									2,143	3,114	3,071
Cost of revenues (exclusive of depreciation and amortization included below)									0	0	73
Selling, general and administrative									140,119	167,180	309,680
Restructuring, Settlement and Impairment Provisions									63,393	97,063	0
Gain (Loss) on Sale of Assets and Asset Impairment Charges									0
Management fee and other									(48,852)	(75,116)	(126,971)
Depreciation and amortization									19,309	28,055	36,079
Total operating expenses									173,969	217,182	218,861
Operating income									(171,826)	(214,068)	(215,790)
Interest expense, net									(543)	(1,379)	(2,072)
Intercompany interest expense									(50)	(59)	0
Interest income									9	9	801
Intercompany interest income									1,317	549	186
Foreign currency transaction losses, net									0	0	0
Equity in income of affiliates									(1,589,367)	(1,269,438)	(434,443)
Other income (expense), net									(2)	612	101
Total other expense									(1,588,636)	(1,269,706)	(435,427)
(Loss) income from continuing operations before reorganization items and income tax provision									(1,760,462)	(1,483,774)	(651,217)
Reorganization Items									(13,932)
Income tax provision (Note 13)									(18,678)	(18,111)	(24,833)
Net loss from continuing operations									(1,793,072)	(1,501,885)	(676,050)
Loss from discontinued operations, net of income taxes (Note 5)									0	0	0
Net loss									(1,793,072)	(1,501,885)	(676,050)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment									(342,432)	(335,183)	(96,593)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax									(33,885)
Other									(544)	2,257	(1,802)
Other comprehensive loss									(376,861)	(332,926)	(98,395)
Net (loss) income									(1,793,072)	(1,501,885)	(676,050)
Total comprehensive loss									(2,169,933)	(1,834,811)	(774,445)
Prior Group of Non-Guarantor Subsidiaries [Member]
Operating revenues									3,688,369	4,711,525	5,694,718
Cost of revenues (exclusive of depreciation and amortization included below)									2,282,326	2,276,929	2,303,419
Selling, general and administrative									1,561,410	1,779,719	1,962,033
Restructuring, Settlement and Impairment Provisions									157,349	71,480	30,401
Gain (Loss) on Sale of Assets and Asset Impairment Charges									(74,631)
Management fee and other									51,672	106,264	225,202
Depreciation and amortization									653,396	664,872	569,082
Total operating expenses									4,631,522	4,899,264	5,090,137
Operating income									(943,153)	(187,739)	604,581
Interest expense, net									(478,784)	(284,457)	(104,425)
Intercompany interest expense									165,374	(51,740)	(84,202)
Interest income									66,135	42,405	(6,489)
Intercompany interest income									3	0	38,164
Foreign currency transaction losses, net									(130,499)	(123,369)	(63,330)
Equity in income of affiliates									0	0	0
Other income (expense), net									(7,706)	(13,150)	(6,389)
Total other expense									(385,477)	(430,311)	(226,671)
(Loss) income from continuing operations before reorganization items and income tax provision									(1,328,630)	(618,050)	377,910
Reorganization Items									(11,726)
Income tax provision (Note 13)									(69,327)	(435,877)	(128,943)
Net loss from continuing operations									(1,409,683)	(1,053,927)	248,967
Loss from discontinued operations, net of income taxes (Note 5)									(179,686)	(215,511)	(683,410)
Net loss									(1,589,369)	(1,269,438)	(434,443)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment									(342,432)	(335,183)	(96,593)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax									(33,885)
Other									(544)	2,257	(1,802)
Other comprehensive loss									(376,861)	(332,926)	(98,395)
Net (loss) income									(1,589,369)	(1,269,438)	(434,443)
Total comprehensive loss									(1,966,230)	(1,602,364)	(532,838)
Prior Consolidating Adjustments [Member]
Operating revenues									(1,792)	(3,072)	(4,554)
Cost of revenues (exclusive of depreciation and amortization included below)									0	0	(1,483)
Selling, general and administrative									(7,183)	(8,262)	(12,973)
Restructuring, Settlement and Impairment Provisions									0	0	0
Gain (Loss) on Sale of Assets and Asset Impairment Charges									0
Management fee and other									(2,820)	(31,148)	(98,231)
Depreciation and amortization									0	0	0
Total operating expenses									(10,003)	(39,410)	(112,687)
Operating income									8,211	36,338	108,133
Interest expense, net									202,198	0	0
Intercompany interest expense									0	286,598	299,703
Interest income									0	0	0
Intercompany interest income									(202,198)	(286,598)	(299,703)
Foreign currency transaction losses, net									0	0	0
Equity in income of affiliates									4,988,412	4,017,568	1,517,639
Other income (expense), net									(7,225)	(36,338)	(108,133)
Total other expense									4,981,187	3,981,230	1,409,506
(Loss) income from continuing operations before reorganization items and income tax provision									4,989,398	4,017,568	1,517,639
Reorganization Items									0
Income tax provision (Note 13)									0	0	0
Net loss from continuing operations									4,989,398	4,017,568	1,517,639
Loss from discontinued operations, net of income taxes (Note 5)									(700)	0	0
Net loss									4,988,698	4,017,568	1,517,639
Comprehensive loss, net of income taxes
Foreign currency translation adjustment									1,027,296	1,005,549	289,779
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax									101,655
Other									1,632	(6,771)	5,406
Other comprehensive loss									1,130,583	998,778	295,185
Net (loss) income									4,988,698	4,017,568	1,517,639
Total comprehensive loss									$ 6,119,281	$ 5,016,346	$ 1,812,824

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2014	Feb. 28, 2015	Jun. 30, 2014	Dec. 31, 2013
Common stock, shares authorized	600,000,000			600,000,000
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Entity Public Float			$ 94,798,954
Entity Registrant Name	NII HOLDINGS INC
Entity Central Index Key	0001037016
Entity Tax Identification Number	911671412
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		172,363,259
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No

XML

Income Taxes

12 Months Ended

Dec. 31, 2014

Income Taxes [Abstract]

Income Taxes

Income Taxes

The components of (loss) income from continuing operations before income taxes and the related income tax provision are as follows (in thousands):

	Year Ended December 31,
	2014			2013			2012
U.S.	$	(368,667	)	$	(377,502	)	$	(311,575	)
Non-U.S.	(1,334,554		)	(610,534		)	387,880
Total	$	(1,703,221	)	$	(988,036	)	$	76,305

	Year Ended December 31,
	2014			2013			2012
Current:
Federal	$	—		$	—		$	727
State, net of Federal tax benefit	—			—			—
Foreign	(25,638		)	(63,982		)	(176,748		)
Total current income tax provision	(25,638		)	(63,982		)	(176,021		)
Deferred:
Federal	(1,846		)	(1,310		)	895
State, net of Federal tax benefit	(205		)	(146		)	100
Foreign	(46,402		)	(380,614		)	16,882
Total deferred income tax (provision) benefit	(48,453		)	(382,070		)	17,877
Total income tax provision	$	(74,091	)	$	(446,052	)	$	(158,144	)

A reconciliation of the U.S. statutory Federal income tax rate to our effective tax rate as a percentage of (loss) income from continuing operations before reorganization items and income tax provision is as follows:

	Year Ended December 31,
	2014	2013	2012
Statutory Federal tax rate	35%	35%	35%
Effect of foreign operations	(3)	(3)	7
Change in deferred tax asset valuation allowance	(36)	(81)	160
Intercompany transactions	(1)	(3)	9
Tax on subpart F income	—	—	11
Withholding tax	—	(2)	42
Deductible dividends	—	3	(42)
Inflation adjustments	1	1	(17)
Income tax credits	—	—	(3)
Local statutory investment loss	—	6	—
Other nondeductible expenses	(1)	—	6
Other	1	(1)	(1)
Effective tax rate	(4)%	(45)%	207%

The components of our deferred tax assets and liabilities consist of the following:

	December 31,
	2014			2013
	(in thousands)
Deferred tax assets:
Net operating losses and capital loss carryforwards	$	4,354,474		$	3,922,944
Allowance for doubtful accounts	41,724			34,587
Accrued expenses	193,251			151,131
Accrual for contingent liabilities	21,944			22,117
Property, plant and equipment	153,036			36,784
Capital lease obligations	175,498			300,141
Deferred revenue	37,730			35,179
Equity compensation	69,172			71,171
Inventory reserve	25,642			22,548
Debt discount	16,511			—
Other	52,016			41,116
	5,140,998			4,637,718
Valuation allowance	(4,868,504		)	(4,335,913		)
Total deferred tax asset	272,494			301,805
Deferred tax liabilities:
Intangible assets	42,036			48,162
Unremitted foreign earnings	54,386			54,386
Deferred revenue	39,492			44,126
Property, plant and equipment	33,915			96,613
Capital lease obligation	107,491			—
Other	2,773			15,123
Total deferred tax liability	280,093			258,410
Net deferred tax (liability) asset	$	(7,599	)	$	43,395

We have not recorded a deferred tax liability on Nextel Brazil’s unrealized foreign currency gain on the intercompany loan from NII Holdings as it is our intention to not subject that unrealized gain to Brazilian tax. If this gain is subject to tax, it could result in an additional income tax liability. As of December 31, 2014 and 2013, the cumulative amount of additional tax liability would have been approximately $35.8 million and $41.4 million, respectively.

As of December 31, 2014, we included $54.4 million in deferred tax liabilities for U.S. federal, state and foreign taxes with respect to future remittances of certain undistributed earnings (other than income that has been previously taxed in the U.S. under the subpart F rules) of certain of our foreign subsidiaries. Except for the earnings associated with this accrual and income that has been previously taxed in the U.S. under the subpart F rules and can be remitted to the U.S. without incurring additional income taxes, we currently have no intention to remit any additional undistributed earnings of our foreign subsidiaries in a taxable manner. Should additional amounts of our foreign subsidiaries’ undistributed earnings be remitted to the U.S. as taxable dividends, we may be subject to additional U.S. income taxes (net of allowable foreign tax credits) and foreign withholding taxes. It is not practicable to estimate the amount of any additional taxes that may be payable on the remaining undistributed earnings.

As of December 31, 2014, we had $1.3 billion of net operating loss carryforwards for U.S. Federal and state income tax purposes, which expire in various amounts beginning in 2019 through 2034. The timing and manner in which we will utilize the net operating loss carryforwards in any year, or in total, may be limited in the future under the provisions of Internal Revenue Code Section 382 relating to changes in our ownership. We excluded $210.3 million of U.S. net operating loss carryforwards from the calculation of the deferred tax asset presented above because it represents excess stock option deductions that did not reduce taxes payable in the U.S. The tax effect of these unrealized excess stock option deductions, if realized in the future, will result in an increase to paid-in capital.

As of December 31, 2014, we had $764.0 million of net operating loss carryforwards in our Mexican subsidiaries. These carryforwards expire in various amounts and at various periods from 2015 to 2024. Our Brazilian subsidiaries had $816.4 million of net operating loss carryforwards that can be carried forward indefinitely, but the amount that we can utilize annually is limited to 30% of Brazilian taxable income before the net operating loss deduction. Our foreign subsidiaries' ability to utilize the foreign tax net operating losses in any single year ultimately depends upon their ability to generate sufficient taxable income.

As of December 31, 2014, we had $10.8 billion of net operating loss carryforwards in our holding companies in Luxembourg that can be carried forward indefinitely. Our holding companies in Spain had $844.0 million of net operating loss carryforwards that can be carried forward 18 years, and our holding company in the Netherlands had $0.3 million of net operating loss carryforwards that can be carried forward nine years. Given the nature of activities that are considered taxable in these jurisdictions and the activities engaged in by the holding companies, these net operating loss carryforwards will never be utilized by our holding companies and add no value to the company.

The deferred tax asset valuation allowances that our subsidiaries and holding companies had as of December 31, 2014 and 2013 are as follows:

	2014		2013
	(in millions)
Argentina	$	49.1	$	—
Brazil	584.1		419.1
U.S.	480.3		363.8
Luxembourg	3,169.2		3,131.4
Mexico	318.2		190.7
Spain	267.6		230.9
Total	$	4,868.5	$	4,335.9

Of the $4.9 billion valuation allowance as of December 31, 2014, $281.5 million was classified as current and $4.6 billion was classified as non-current in our consolidated financial statements.

The realization of deferred tax assets is dependent on the generation of future taxable income sufficient to realize our tax loss carryforwards and other tax deductions. Valuation allowances are required to be recognized on deferred tax assets unless it is determined that it is “more-likely-than-not” that the asset will be realized. As of December 31, 2014, we recorded full valuation allowances on the deferred tax assets of our foreign operating companies, our U.S. parent company and subsidiaries and our foreign holding companies due to substantial negative evidence, including the recent history of cumulative losses and the projected losses for 2015 and subsequent years. As a result, the valuation allowance on our deferred tax assets increased by $532.6 million during 2014. We do not anticipate that we will recognize significant tax benefits with respect to our deferred tax assets.

We are subject to income taxes in both the U.S. and the non-U.S. jurisdictions in which we operate. Certain of our entities are under examination by the relevant taxing authorities for various tax years. The earliest years that remain subject to examination by jurisdiction are: U.S. - 1999; Argentina and Mexico - 2006; Brazil, Luxembourg, Netherlands and Spain - 2009. We regularly assess the potential outcome of current and future examinations in each of the taxing jurisdictions when determining the adequacy of our provision for income taxes. We have only recorded financial statement benefits for tax positions which we believe reflect the “more-likely-than-not” criteria incorporated in the FASB’s authoritative guidance on accounting for uncertainty in income taxes, and we have established income tax reserves in accordance with this authoritative guidance where necessary. Once a financial statement benefit for a tax position is recorded or a tax reserve is established, we adjust it only when there is more information available or when an event occurs necessitating a change. While we believe that the amounts of the recorded financial statement benefits and tax reserves reflect the more-likely-than-not criteria, it is possible that the ultimate outcome of current or future examinations may result in a reduction to the tax benefits previously recorded on the financial statements or may exceed the current income tax reserves in amounts that could be material.

Unrecognized tax benefits are classified as non-current liabilities. The following table shows a reconciliation of our beginning and ending unrecognized tax benefits for 2014, 2013 and 2012 (in thousands):

	Year Ended December 31,
	2014			2013			2012
Unrecognized tax benefits at January 1	$	8,686		$	35,639		$	35,572
Additions for current year tax positions	—			—			3,118
Reductions for current year tax positions	—			—			(551		)
Reductions for prior year tax positions	—			(26,519		)	(2,197		)
Foreign currency translation adjustment	(350		)	(434		)	(303		)
Unrecognized tax benefits at December 31	$	8,336		$	8,686		$	35,639

As of December 31, 2014, 2013 and 2012, the unrecognized tax benefits that could potentially reduce our future effective tax rate, if recognized, were $1.8 million , $2.1 million and $4.8 million, respectively. In addition, unrecognized tax benefits will decrease by approximately $4.8 million over the next twelve months due to the expiration of certain statutes of limitations.

We record interest and penalties associated with uncertain tax positions as a component of our income tax provision. During the years ended December 31, 2014, 2013 and 2012, we recognized $0.2 million, $0.2 million and $0.3 million, respectively, of interest and penalties in our current income tax provision. Unrecognized tax benefits (including penalties and interest) were reduced by $26.5 million in 2013 due to the effective resolution of a tax position with the Internal Revenue Service and $2.7 million in 2012 due to a change in estimates. As of December 31, 2014 and 2013, we had accrued $2.4 million and $2.3 million, respectively for the payment of interest and penalties.

Effective January 1, 2014, the Mexican government passed legislation to keep the corporate income tax rate fixed at 30%, which repealed the scheduled tax rate reduction previously approved in December 2012.

XML

Income Taxes (Unrecognized Tax Benefits) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Income Taxes [Abstract]
Income (Loss) from Continuing Operations before Income Taxes, Domestic	$ (368,667)	$ (377,502)	$ (311,575)
Unrecognized tax benefits at January 1	8,686	35,639	35,572
Additions for current year tax positions	0	0	3,118
Reductions for current year tax positions	0	0	(551)
Reductions for prior year tax positions	0	(26,519)	(2,197)
Foreign currency translation adjustment	(350)	(434)	(303)
Unrecognized tax benefits at December 31	8,336	8,686	35,639
Income (Loss) from Continuing Operations before Income Taxes, Foreign	$ (1,334,554)	$ (610,534)	$ 387,880

XML

Condensed Consolidating Financial Statements (Condensed Consolidating Balance Sheet) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012	Dec. 31, 2011
Cash and cash equivalents	$ 573,600		$ 1,730,335		$ 1,364,953	$ 2,282,155
Short-term investments	153,612		585,760
Accounts receivable, net	398,678		511,406
Short-term intercompany receivables	0		0
Handset and accessory inventory	207,633		336,620
Deferred income taxes, net	50,692		127,395
Assets Held-for-sale, Current	0		59,096
Prepaid expenses and other	329,197		397,574
Total current assets	1,713,412		3,748,186
Property, plant and equipment, net	2,432,933		3,337,545
Investments in and advances to affiliates			0
Intangible assets, net	822,124		980,369
Deferred income taxes, net	5,767		26,713
Long-term intercompany receivables	0		0
Assets Held-for-sale, Long Lived			109,835
Other assets	456,355		477,306
Total assets	5,430,591		8,679,954
Accounts payable	279,804		346,128
Short-term intercompany payables	0		0
Accrued expenses and other	562,988		959,059
Deferred revenues	89,019		127,782
Current portion of long-term debt	777,569		96,839
Deposits related to 2013 sale of towers	0		720,013
Liabilities related to discontinued operations	0		36,769
Total current liabilities	1,709,380		2,286,590
Long-term debt	734,823		5,696,632
Deferred credits	58,088		108,991
Long-term intercompany payables	0		0
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent	0		5,326
Total liabilities	2,801,862		8,324,567
Other long-term liabilities	299,571		227,028
Total liabilities	2,801,862
External Liabilities Subject To Compromise	4,593,493
Intercompany Liabilities Subject To Compromise	0
Liabilities Subject to Compromise	4,593,493		0
Total stockholders' equity	(1,964,764)		355,387
Total liabilities and stockholders' equity	5,430,591		8,679,954
NII Holdings Inc. (Parent) [Member]
Cash and cash equivalents	106,747		356,314		735,022	1,042,358
Short-term investments	0		0
Accounts receivable, net	0		0
Short-term intercompany receivables	27,803		31,803
Handset and accessory inventory	0		0
Deferred income taxes, net	0		0
Assets Held-for-sale, Current			0
Prepaid expenses and other	7,942		6,832
Total current assets	142,492		394,949
Property, plant and equipment, net	0		0
Investments in and advances to affiliates	0		1,867,753
Intangible assets, net	18,000		18,000
Deferred income taxes, net	0		16,025
Long-term intercompany receivables	1,393,109		1,474,658
Assets Held-for-sale, Long Lived			0
Other assets	947		29,381
Total assets	1,554,548		3,800,766
Accounts payable	0		0
Short-term intercompany payables	0		464,798
Accrued expenses and other	0		0
Deferred revenues	0		0
Current portion of long-term debt	0		0
Deposits related to 2013 sale of towers			0
Liabilities related to discontinued operations			0
Total current liabilities	0		464,798
Long-term debt	0		23
Deferred credits	1,529		3
Long-term intercompany payables	0		2,950,226
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent			0
Total liabilities	1,629		3,445,379
Other long-term liabilities	100		30,329
Total liabilities	1,629
External Liabilities Subject To Compromise	30,584		0
Intercompany Liabilities Subject To Compromise	3,487,099		0
Liabilities Subject to Compromise	3,517,683		0
Total stockholders' equity	(1,964,764)		355,387
Total liabilities and stockholders' equity	1,554,548		3,800,766
NII Capital Corp. (Issuer) [Member]
Cash and cash equivalents	25,170	[1]	0	[1]	0	956
Short-term investments	0	[1]	0	[1]
Accounts receivable, net	0	[1]	0	[1]
Short-term intercompany receivables	65,130	[1]	129,810	[1]
Handset and accessory inventory	0	[1]	0	[1]
Deferred income taxes, net	0	[1]	0	[1]
Assets Held-for-sale, Current			0	[1]
Prepaid expenses and other	0	[1]	0	[1]
Total current assets	90,300	[1]	129,810	[1]
Property, plant and equipment, net	0	[1]	0	[1]
Investments in and advances to affiliates			1,503,202	[1]
Intangible assets, net	0	[1]	0	[1]
Deferred income taxes, net	13,561	[1]	0	[1]
Long-term intercompany receivables	3,488,284	[1]	3,714,760	[1]
Assets Held-for-sale, Long Lived			0	[1]
Other assets	0	[1]	32,556	[1]
Total assets	3,592,145	[1]	5,380,328	[1]
Accounts payable	0	[1]	0	[1]
Short-term intercompany payables	9,764	[1]	132,007	[1]
Accrued expenses and other	0	[1]	59,490	[1]
Deferred revenues	0	[1]	0	[1]
Current portion of long-term debt	0	[1]	0	[1]
Deposits related to 2013 sale of towers			0
Liabilities related to discontinued operations			0	[1]
Total current liabilities	9,764	[1]	191,497	[1]
Long-term debt	0	[1]	2,729,321	[1]
Deferred credits	0	[1]	2,950	[1]
Long-term intercompany payables	0	[1]	0	[1]
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent			0	[1]
Total liabilities			2,923,768	[1]
Other long-term liabilities	0	[1]	0	[1]
Total liabilities	9,764	[1]
External Liabilities Subject To Compromise	2,858,128	[1]
Intercompany Liabilities Subject To Compromise	115,458	[1]
Liabilities Subject to Compromise	2,973,586	[1]
Total stockholders' equity	608,795		2,456,560	[1]
Total liabilities and stockholders' equity	3,592,145	[1]	5,380,328	[1]
Guarantor Subsidiaries [Member]
Cash and cash equivalents	14,505	[2]	5,586	[2]	6,469	8,416
Short-term investments	0	[2]	0	[2]
Accounts receivable, net	290	[2]	627	[2]
Short-term intercompany receivables	99,459	[2]	72,595	[2]
Handset and accessory inventory	0	[2]	0	[2]
Deferred income taxes, net	857	[2]	1,145	[2]
Assets Held-for-sale, Current			0	[2]
Prepaid expenses and other	8,352	[2]	7,914	[2]
Total current assets	123,463	[2]	87,867	[2]
Property, plant and equipment, net	48,168	[2]	130,729	[2]
Investments in and advances to affiliates			1,562,080	[2]
Intangible assets, net	0	[2]	0	[2]
Deferred income taxes, net	0	[2]	0	[2]
Long-term intercompany receivables	342,883	[2]	701,680	[2]
Assets Held-for-sale, Long Lived			0	[2]
Other assets	392	[2]	15,383	[2]
Total assets	514,906	[2]	2,497,739	[2]
Accounts payable	1,995	[2]	727	[2]
Short-term intercompany payables	4,958	[2]	1,485,835	[2]
Accrued expenses and other	18,993	[2]	26,089	[2]
Deferred revenues	0	[2]	0	[2]
Current portion of long-term debt	0	[2]	1,871	[2]
Deposits related to 2013 sale of towers			0
Liabilities related to discontinued operations			0	[2]
Total current liabilities	25,946	[2]	1,514,522	[2]
Long-term debt	0	[2]	33,864	[2]
Deferred credits	14,524	[2]	15,384	[2]
Long-term intercompany payables	0	[2]	10,390	[2]
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent			0	[2]
Total liabilities			1,584,408	[2]
Other long-term liabilities	2,217	[2]	10,248	[2]
Total liabilities	42,687	[2]
External Liabilities Subject To Compromise	9,899	[2]
Intercompany Liabilities Subject To Compromise	1,492,946	[2]
Liabilities Subject to Compromise	1,502,845	[2]
Total stockholders' equity	(1,030,626)		913,331	[2]
Total liabilities and stockholders' equity	514,906	[2]	2,497,739	[2]
Prior Group of Non-Guarantor Subsidiaries [Member]
Cash and cash equivalents	427,178		1,368,435		623,462	1,230,425
Short-term investments	153,612		585,760
Accounts receivable, net	398,388		510,779
Short-term intercompany receivables	7,030		4,779
Handset and accessory inventory	207,633		336,620
Deferred income taxes, net	49,835		126,250
Assets Held-for-sale, Current			59,096
Prepaid expenses and other	312,903		382,828
Total current assets	1,556,579		3,374,547
Property, plant and equipment, net	2,384,765		3,207,103
Investments in and advances to affiliates			0
Intangible assets, net	804,124		962,369
Deferred income taxes, net	5,772		26,716
Long-term intercompany receivables	1,354		1,354
Assets Held-for-sale, Long Lived			109,835
Other assets	455,016		399,986
Total assets	5,207,610		8,081,910
Accounts payable	277,809		345,401
Short-term intercompany payables	182,239		159,322
Accrued expenses and other	544,528		873,702
Deferred revenues	89,019		127,782
Current portion of long-term debt	777,569		94,968
Deposits related to 2013 sale of towers			720,013
Liabilities related to discontinued operations			36,769
Total current liabilities	1,871,164		2,357,957
Long-term debt	734,823		2,933,424
Deferred credits	55,601		106,682
Long-term intercompany payables	139,206		929,990
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent			5,326
Total liabilities			6,519,830
Other long-term liabilities	297,254		186,451
Total liabilities	3,098,048
External Liabilities Subject To Compromise	1,694,882
Intercompany Liabilities Subject To Compromise	709,392
Liabilities Subject to Compromise	2,404,274
Total stockholders' equity	(294,712)		1,562,080
Total liabilities and stockholders' equity	5,207,610		8,081,910
Prior Consolidating Adjustments [Member]
Cash and cash equivalents	0		0		0	0
Short-term investments	0		0
Accounts receivable, net	0		0
Short-term intercompany receivables	(199,422)		(238,987)
Handset and accessory inventory	0		0
Deferred income taxes, net	0		0
Assets Held-for-sale, Current			0
Prepaid expenses and other	0		0
Total current assets	(199,422)		(238,987)
Property, plant and equipment, net	0		(287)
Investments in and advances to affiliates			(4,933,035)
Intangible assets, net	0		0
Deferred income taxes, net	(13,566)		(16,028)
Long-term intercompany receivables	(5,225,630)		(5,892,452)
Assets Held-for-sale, Long Lived			0
Other assets	0		0
Total assets	(5,438,618)		(11,080,789)
Accounts payable	0		0
Short-term intercompany payables	(196,961)		(2,241,962)
Accrued expenses and other	(533)		(222)
Deferred revenues	0		0
Current portion of long-term debt	0		0
Deposits related to 2013 sale of towers			0
Liabilities related to discontinued operations			0
Total current liabilities	(197,494)		(2,242,184)
Long-term debt	0		0
Deferred credits	(13,566)		(16,028)
Long-term intercompany payables	(139,206)		(3,890,606)
Liabilities of Disposal Group, Including Discontinued Operation, Noncurrent			0
Total liabilities			(6,148,818)
Other long-term liabilities	0		0
Total liabilities	(350,266)
External Liabilities Subject To Compromise	0
Intercompany Liabilities Subject To Compromise	(5,804,895)
Liabilities Subject to Compromise	(5,804,895)
Total stockholders' equity	716,543		(4,931,971)
Total liabilities and stockholders' equity	$ (5,438,618)		$ (11,080,789)

[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.

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Operating revenues
Service and other revenues	$ 3,447,167	$ 4,517,154	$ 5,424,766
Digital handset and accessory revenues	241,553	194,413	268,469
Total operating revenues	3,688,720	4,711,567	5,693,235
Operating expenses
Cost of service (exclusive of depreciation and amortization included below)	1,308,835	1,392,140	1,509,543
Cost of digital handsets and accessories	973,491	884,789	792,466
Selling, general and administrative	1,699,058	1,941,773	2,261,922
Provision for doubtful accounts	114,784	111,460	214,454
Restructuring, Settlement and Impairment Provisions	220,742	168,543	30,401
Gain (Loss) on Sale of Assets and Asset Impairment Charges	(74,631)	0	0
Depreciation	592,056	629,606	558,224
Amortization	80,649	63,321	46,937
Total operating expenses	4,800,200	5,080,172	5,199,493
Operating (loss) income	(1,111,480)	(368,605)	493,742
Other expense
Interest expense, net	(449,345)	(526,530)	(359,795)
Interest income	66,425	43,327	33,785
Foreign currency transaction losses, net	(130,499)	(123,369)	(63,330)
Other expense, net	(6,721)	(12,859)	(28,097)
Total other expense	(520,140)	(619,431)	(417,437)
(Loss) income from continuing operations before reorganization items and income tax provision	(1,631,620)	(988,036)	76,305
Reorganization Items	(71,601)	0	0
Income tax provision (Note 13)	(74,091)	(446,052)	(158,144)
Net loss from continuing operations	(1,777,312)	(1,434,088)	(81,839)
Loss from discontinued operations, net of income taxes (Note 5)	(180,386)	(215,511)	(683,410)
Net loss	(1,957,698)	(1,649,599)	(765,249)
Net loss from continuing operations per common share, basic and diluted	$ (10.31)	$ (8.34)	$ (0.48)
Net loss from discontinued operations per common share, basic and diluted	$ (1.05)	$ (1.26)	$ (3.98)
Net loss per common share, basic and diluted	$ (11.36)	$ (9.60)	$ (4.46)
Weighted average number of common shares outstanding, basic and diluted	172,283	171,912	171,499
Comprehensive loss, net of income taxes
Foreign currency translation adjustment	(340,847)	(334,893)	(97,589)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax	(33,885)	0	0
Other	(544)	2,257	(1,802)
Other comprehensive loss	(375,276)	(332,636)	(99,391)
Net loss	(1,957,698)	(1,649,599)	(765,249)
Total comprehensive loss	$ (2,332,974)	$ (1,982,235)	$ (864,640)

XML

Intangible Assets

12 Months Ended

Dec. 31, 2014

Finite-Lived Intangible Assets, Net [Abstract]

Intangible Assets

Intangible Assets

Our intangible assets include the following:

	December 31, 2014							December 31, 2013
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
						(in thousands)
Amortizable intangible assets:
Licenses	$	1,091,405	$	(287,281	)	$	804,124	$	1,205,450	$	(243,081	)	$	962,369
Total amortizable intangible assets	$	1,091,405	$	(287,281	)	$	804,124	$	1,205,450	$	(243,081	)	$	962,369

Based on the carrying amount of intangible assets as of December 31, 2014 and current exchange rates, we estimate amortization expense for each of the next five years to be as follows (in thousands):

Years	Estimated Amortization Expense
2015	$	75,922
2016	75,922
2017	75,922
2018	75,922
2019	75,922

Actual amortization expense to be reported in future periods could differ from these estimates as a result of additional acquisitions of intangibles, as well as changes in exchange rates and other relevant factors. As of both December 31, 2014 and December 31, 2013, the balance of our indefinite lived intangible assets was $18.0 million. In addition, the weighted average useful life of the intangible assets we acquired during the year ended December 31, 2014 was 15 years.

XML

Property, Plant and Equipment

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

The components of our property, plant and equipment are as follows:

	December 31,
	2014			2013
	(in thousands)
Land	$	6,777		$	7,663
Building and leasehold improvements	137,235			190,258
Network equipment, communication towers and network software	4,074,786			4,735,361
Software, office equipment, furniture and fixtures and other	678,300			753,665
Corporate aircraft	—			42,747
Less: Accumulated depreciation and amortization	(2,669,566		)	(2,907,939		)
	2,227,532			2,821,755
Construction in progress	205,401			515,790
	$	2,432,933		$	3,337,545

XML

Subsequent Events (Notes)

12 Months Ended

Dec. 31, 2014

Subsequent Event [Line Items]

Subsequent Events [Text Block]

18.    Subsequent Event

On January 26, 2015, NII Holdings, Inc. and certain of its subsidiaries entered into a purchase and sale agreement with an indirect subsidiary of AT&T for the sale of Nextel Mexico. The purchase agreement provides for a purchase price of $1.875 billion in cash, less Nextel Mexico's outstanding debt, net of its cash balances, on the closing date and subject to other specified adjustments.

The purchase agreement provides that approximately $32.0 million of the purchase price will be deposited and held in escrow to secure specified obligations of AT&T under the purchase agreement. The purchase agreement also provides that $187.5 million of the purchase price will be held in escrow for two years in case of breaches by Nextel Mexico of representations, warranties and covenants.

The sale transaction is being implemented pursuant to Section 363 of the Bankruptcy Code and is subject to higher or better offers in accordance with bidding procedures approved by, and under the supervision of, the Bankruptcy Court. AT&T may terminate the purchase agreement if the hearing before the Bankruptcy Court with respect to the sale does not occur by March 23, 2015. The successful bidder in the auction process contemplated by the bidding procedures will be required to complete the transactions contemplated by the purchase agreement in accordance with its terms. In addition, if AT&T is not the successful bidder, NII Holdings will be required to pay AT&T a termination fee equal to approximately $32.0 million, reimburse up to $10.0 million of AT&T's expenses and return the deposit.

Completion of the sale is subject to several conditions, including: (i) the Bankruptcy Court having entered all appropriate orders; (ii) obtaining all required governmental approvals; (iii) the absence of a material adverse effect on Nextel Mexico; and (iv) certain other customary conditions. Assuming the successful sale of Nextel Mexico, we plan to focus our financial and other resources on our core operation in Brazil. We expect the sale transaction to be completed by mid-2015.

Pending completion of the transactions contemplated by the purchase agreement, Nextel Mexico has agreed to (i) conduct its business in the ordinary course consistent with past practice; and (ii) use commercially reasonable efforts to maintain and preserve intact its business organization and preserve intact certain business relationships and relationships with applicable regulatory authorities.

XML

Employee Stock and Benefit Plans

12 Months Ended

Dec. 31, 2014

Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]

Employee Stock and Benefit Plans

Employee Stock and Benefit Plans

In May 2012, our stockholders adopted the 2012 Incentive Compensation Plan, which replaced our prior incentive compensation plans. The 2012 Incentive Compensation Plan provides us with the ability to award stock options, restricted stock, restricted stock units, and cash-based incentives to our employees, directors and consultants. The 2012 Incentive Compensation Plan incorporated the outstanding equity grants and remaining shares available for grant under our prior plans. Our stockholders previously authorized the Company to grant equity and equity-related incentives up to a maximum of 64,933,332 shares of common stock, subject to adjustments. At the time of adoption of the 2012 Incentive Compensation Plan, there were 9,731,179 shares authorized, unissued and available for grant under the 2012 Incentive Compensation Plan. All grants or awards made under the 2012 Incentive Compensation Plan are governed by written agreements between us and the participants and have a maximum term of ten years.

Historically, our Board of Directors has granted equity-related incentives consisting of stock options, restricted stock awards and restricted stock units to employees on an annual basis near the end of April. On April 30, 2014, our Board of Directors granted 1,752,921 stock options, 2,271,555 restricted stock awards and 358,373 restricted stock units to certain of our employees and directors in connection with this annual grant of equity-related incentives. Stock options, restricted stock awards, and restricted stock units are also granted to certain new employees on the later of their date of hire or the date that the grant is approved. In addition, under the provisions outlined in the 2012 Incentive Compensation Plan, our chief executive officer may grant, under authority delegated to him by the Compensation Committee of our Board of Directors, a limited number of stock options (not to exceed 1,000,000 shares in the aggregate for the plan year) and restricted stock/restricted stock unit awards (not to exceed 500,000 shares in the aggregate for the plan year) to employees who are not executive officers.

Prior to April 2014, upon the exercise of a stock option award or vesting of a restricted stock award or restricted stock units, we issued shares of our common stock from an available pool of shares that were authorized but not yet issued. Beginning in April 2014, our practice is to settle awards in cash upon vesting. As a result of this change, we changed the classification of outstanding awards from equity-classified to liability-classified and recorded an immaterial liability in our consolidated balance sheet as of December 31, 2014. There was no incremental compensation cost that resulted from this change in practice.

For the years ended December 31, 2014, 2013 and 2012, we recognized $4.0 million, $9.0 million and $20.3 million, respectively, in share-based compensation expense related to stock options. For the years ended December 31, 2014, 2013 and 2012, we recognized $10.4 million, $20.0 million and $22.2 million, respectively, in share-based compensation expense related to restricted stock and restricted stock units. Amounts recognized in the income statement for tax benefits related to share-based payment arrangements in 2014, 2013 and 2012 were not material. We include substantially all share-based compensation expense, including restricted stock expense, as a component of selling, general and administrative expenses based on classification of the compensation expense for the applicable grantee. We classify tax benefits resulting from tax deductions in excess of the compensation cost recognized for share-based awards as financing cash flows. As of December 31, 2014, there was approximately $5.2 million in unrecognized compensation cost related to non-vested employee stock option awards. We expect this cost to be recognized over a weighted average period of 1.27 years. Cash paid for exercises under all share-based payment arrangements was $0.1 million for 2014, $1.0 million for 2013 and $2.0 million for 2012.

Stock Option Awards

The following table summarizes stock option activity for the year ended December 31, 2014:

	Number of Options		Weighted Average Exercise Price per Option		Weighted Average Remaining Life	Aggregate Intrinsic Value
Outstanding, December 31, 2013	11,259,868		$	36.20
Granted	1,752,921		0.86
Exercised	—		—
Forfeited	(6,978,638	)	35.63
Outstanding, December 31, 2014	6,034,151		26.57		5.71	$	—
Exercisable, December 31, 2014	3,996,673		38.55		4.04	—

There were no options exercised during the year ended December 31, 2014. The total fair value of vested options was $16.4 million, $39.1 million and $54.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. Generally, our stock options are non-transferable, except by will or laws of descent or distribution, and the actual value of the stock options that a recipient may realize, if any, will depend on the excess of the market price on the date of exercise over the exercise price. As a result of our Chapter 11 filing and the proposals for reorganization, which do not contemplate any recoveries with respect to equity interests, the holders of these stock option awards will not realize any value or receive any recovery from the long-term incentives granted during 2014 or in prior years.

The weighted average fair value of the stock option awards on their grant dates using the Black-Scholes-Merton option-pricing model was less than $0.01 for each option granted during the year ended December 31, 2014, $4.64 for each option granted during the year ended December 31, 2013 and $7.31 for each option granted during the year ended December 31, 2012 based on the following assumptions:

	2014	2013	2012
Risk free interest rate	1.60% - 1.63%	0.63% - 1.49%	0.62% - 0.95%
Expected stock price volatility	69.53% - 96.99%	56.56% - 69.53%	50.00% - 56.56%
Expected term in years	4.78 - 4.81	4.78 - 4.81	4.65 - 4.78
Expected dividend yield	—	—	—

The expected term of stock option awards granted represents the period that we expect our stock option awards will be outstanding and was determined based on (1) historical data on employee exercise and post-vesting employment termination behavior, (2) the contractual terms of the stock option awards, (3) vesting schedules and (4) expectations of future employee behavior. The risk-free interest rate for periods consistent with the contractual life of the stock option award is based on the yield curve of U.S. Treasury strip securities in effect at the time of the grant. Expected volatility takes into consideration historical volatility and the implied volatility from traded options on our stock.

Restricted Stock and Restricted Stock Unit Awards

Restricted stock includes both non-vested restricted stock awards and restricted stock units. Following is a summary of our restricted stock:

	Number of Shares		Weighted Average Grant Date Fair Value Per Share
Restricted stock awards as of December 31, 2013	3,919,485		$12.99
Granted	3,605,538		0.85
Vested	(1,140,667	)	16.80
Forfeited	(2,294,608	)	7.69
Restricted stock awards as of December 31, 2014	4,089,748		3.75

If a participant terminates employment prior to the vesting dates, the unvested shares are forfeited and available for reissuance under the terms of the 2012 Incentive Compensation Plan. The fair value of our restricted stock is determined based on the quoted price of our common stock at the grant date. As of December 31, 2014, there was approximately $7.8 million in unrecognized compensation cost related to restricted stock. We expect this cost to be recognized over a weighted average period of 1.52 years. The total fair value of restricted stock awards vested was $1.2 million during 2014 and $7.7 million during 2013. During 2014, we paid an immaterial amount to settle vested restricted stock awards. The weighted average grant date fair value of restricted stock awards granted during 2014 was $0.85 per unit compared to $8.69 per unit for 2013 and $16.97 per unit for 2012. As a result of our Chapter 11 filing and the proposals for reorganization, which do not contemplate any recoveries with respect to equity interests, the holders of these restricted stock awards will not realize any value or receive any recovery from the long-term incentives granted during 2014 or in prior years.

XML

Employee Stock and Benefit Plans (Assumptions in Option Pricing Model) (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	0.00%	0.00%	0.00%
Expected dividend yield	0.00%	0.00%	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	0.00%	0.00%	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	0.00%	0.00%	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	0.00%	0.00%	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term in Years, Minimum	4.78	4.78	4.65
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term in Years, Maximum	4.81	4.81	4.78

XML

Fair Value Measurements

12 Months Ended

Dec. 31, 2014

Fair Value Measurements

Fair Value Measurements

Fair Value Measurements

We estimate the fair value of our long-term debt instruments, our available-for-sale securities, our held-to-maturity investments and other financial instruments as described below.

The FASB’s authoritative guidance on fair value measurements defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. Valuation techniques discussed under the FASB’s authoritative guidance for fair value measurements include the market approach (comparable market prices), the income approach (present value of future income or cash flow based on current market expectations) and the cost approach (cost to replace the service capacity of an asset or replacement cost). As a basis for considering these assumptions, the guidance utilizes a three-tier fair value hierarchy, which prioritizes the inputs to the valuation techniques used to measure fair value. The following is a brief description of the three levels in the fair value hierarchy:

Level 1:  Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2:  Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly.

Level 3:  Unobservable inputs that reflect the reporting entity’s own assumptions.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

For assets and liabilities measured at fair value on a non-recurring basis, fair value is determined by using various valuation approaches. The same hierarchy as described above, which maximizes the use of observable inputs and minimizes the use of unobservable inputs, by generally requiring that the observable inputs be used when available, is used in measuring fair value for these items. Fair value may be derived using pricing models. Pricing models take into account the contract terms (including maturity) as well as multiple inputs, including, where applicable, interest rate yield curves, credit curves, correlation, credit-worthiness of the counterparty, option volatility and currency rates. In accordance with the FASB’s authoritative guidance for fair value measurements, the impact of our own credit spreads is also considered when measuring the fair value of liabilities. Where appropriate, valuation adjustments are made to account for various factors such as credit quality and model uncertainty. These adjustments are subject to judgment, are applied on a consistent basis and are based upon observable inputs where available. We generally subject all valuations and models to a review process initially and on a periodic basis thereafter. As fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure, even when market assumptions are not readily available, our own assumptions are set to reflect those that we believe market participants would use when pricing the asset or liability at the measurement date.

Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented below are not necessarily indicative of the amounts that we could realize in a current market exchange. The use of different market assumptions and valuation techniques may have a material effect on the estimated fair value amounts. The following is a description of the major categories of assets and liabilities measured at fair value on a recurring basis and the valuation techniques applied to them.

Available-for-Sale Securities.

As of December 31, 2014 and 2013, available-for-sale securities included $110.1 million and $418.6 million, respectively, in short-term investments made by Nextel Brazil in two investment funds and certificates of deposit with a Brazilian bank. These funds invest primarily in Brazilian government bonds, long-term, low-risk bank certificates of deposit and Brazilian corporate debentures. As of December 31, 2014, available-for-sale securities also included $43.5 million in short-term investments made by Nextel Argentina in local money market funds. All of these securities are either government or corporate rated bonds with underlying performance linked to the U.S. dollar. During the years ended December 31, 2014, 2013 and 2012, we did not have any material unrealized gains or losses associated with these investments.

As a result of favorable market conditions during 2013, we sold $150.0 million certificates of deposit for an immaterial gain. Prior to the third quarter of 2013, we classified these investments as held-to-maturity and recorded them at amortized cost. As a result of this sale, we transferred the remaining $167.2 million in short-term investments and $31.4 million in long-term investments held at one of our Spanish subsidiaries from held-to-maturity to available-for-sale and recognized an immaterial unrealized gain, which we recorded as other comprehensive income in 2013.

We account for our available-for-sale securities at fair value in accordance with the FASB’s authoritative guidance surrounding the accounting for investments in debt and equity securities. The fair value of the Brazilian and Argentine securities is based on the net asset value of the funds. In our judgment, these types of securities trade with sufficient daily observable market activity to support a Level 1 classification within the fair value hierarchy.

Debt Instruments.

The carrying amounts and estimated fair values of our debt instruments are as follows:

	December 31,
	2014				2013
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(in thousands)
NII Capital Corp. senior notes, net (1)	$	2,750,000	$	648,500	$	2,729,321	$	1,227,950
NII International Telecom, S.C.A. senior notes, net (1)	1,600,000		1,166,500		1,609,962		1,271,370
Equipment financing	689,930		620,125		653,557		620,173
Bank loans and other	345,169		275,653		448,169		373,796
	$	5,385,099	$	2,710,778	$	5,441,009	$	3,493,289

__________________________

(1) As of December 31, 2014, both our senior notes held by NII Capital Corp. and our senior notes held by NII International Telecom S.C.A. are classified as liabilities subject to compromise in our consolidated balance sheet.

We estimated the fair values of our senior notes using quoted market prices. Because our fair value measurement is based on market prices in an active market, we consider this Level 1 in the fair value hierarchy.

Bank loans and other consists primarily of loans with certain banks in Brazil and Mexico. We estimated the fair value of these bank loans, as well as the fair value of our equipment financing facilities, utilizing inputs such as U.S. Treasury security yield curves, prices of comparable bonds, LIBOR and zero-coupon yield curves, U.S. Treasury bond rates and credit spreads on comparable publicly traded bonds and consider these measurements to be Level 2 in the fair value hierarchy.

Other Financial Instruments.

The carrying values of cash and cash equivalents, accounts receivable and accounts payable contained in our consolidated balance sheets approximate their fair values due to the short-term nature of these instruments. The fair values of our derivative instruments are not material.

XML

Intangible Assets (Estimated Amortization Expense) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Finite-Lived Intangible Assets, Net [Abstract]
2012	$ 75,922
2013	75,922
2014	75,922
2015	75,922
2016	$ 75,922

XML

Balance Sheet Details

12 Months Ended

Dec. 31, 2014

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Details

Supplemental Balance Sheet and Cash Flow Information

Prepaid Expenses and Other.

The components are as follows:

	December 31,
	2014		2013
	(in thousands)
Value-added taxes	$	137,699	$	207,951
Income taxes	19,632		59,054
Other prepaid assets	97,573		90,108
Other current assets	74,293		40,461
	$	329,197	$	397,574

Restricted Cash.

As of December 31, 2014, we had $107.8 million in restricted cash, the majority of which was included in other long-term assets and was comprised of cash held in escrow in connection with the sale of Nextel Peru, judicial deposits in Nextel Brazil and a debt service reserve account related to Nextel Mexico's equipment financing facility.

As of December 31, 2013, we had $120.5 million in restricted cash, the majority of which was included in other long-term assets and was comprised of cash held in escrow in connection with the sale of Nextel Peru, a debt service reserve account related to Nextel Mexico's equipment financing facility, judicial deposits in Nextel Brazil, purchase commitments for handsets and cash collateral supporting the lease of our corporate headquarters.

Accrued Expenses and Other.

The components are as follows:

	December 31,
	2014		2013
	(in thousands)
Capital expenditures	$	106,295	$	290,036
Non-income based taxes	87,127		114,360
Payroll related items and commissions	66,598		89,435
Network system and information technology	62,229		92,109
Accrued interest	10,574		128,509
Other	230,165		244,610
	$	562,988	$	959,059

Accumulated Other Comprehensive Loss.  As of December 31, 2014 and 2013, the tax impact on our accumulated other comprehensive loss was not material. The components of our accumulated other comprehensive loss, net of taxes, are as follows:

	December 31, 2014			December 31, 2013
	(in thousands)
Cumulative foreign currency translation adjustment	$	(1,326,003	)	$	(951,271	)
Other	(5,350		)	(4,806		)
	$	(1,331,353	)	$	(956,077	)

As of December 31, 2014, our consolidated cumulative foreign currency translation adjustment included $672.4 million in Brazil, $400.3 million in Mexico and $262.8 million in Argentina. During the third quarter of 2014, we reclassified $33.9 million of accumulated other comprehensive income to loss from discontinued operations in connection with the sale of Nextel Chile. See Note 5 for more information.

Supplemental Cash Flow Information.

	Year Ended December 31,
	2014			2013		2012
	(in thousands)
Capital expenditures
Cash paid for capital expenditures, including capitalized interest	$	612,161		$	620,895	$	953,882
Change in capital expenditures accrued and unpaid or financed, including   accreted interest capitalized	(183,741		)	251,199		351,814
	$	428,420		$	872,094	$	1,305,696
Interest costs
Interest expense, net	$	449,345		$	526,530	$	359,795
Interest capitalized	32,541			78,254		127,189
	$	481,886		$	604,784	$	486,984
Acquisitions of assets and business combinations
Fair value of licenses and other assets acquired	$	31,861		$	53,066	$	100,185
Less: liabilities assumed and deferred tax liabilities incurred	—			—		—
Less: cash acquired	—			—		—
	$	31,861		$	53,066	$	100,185
Cash paid for interest, net of amounts capitalized	$	310,230		$	389,064	$	290,131
Cash paid for income taxes	$	24,544		$	39,292	$	269,597

For the year ended December 31, 2014, we had $319.6 million in non-cash financing, primarily related to capital lease obligations recognized in Brazil and Mexico in connection with the leaseback of communication towers and borrowings under our equipment financing facility in Mexico. For the year ended December 31, 2013 and 2012, we had $213.5 million and $194.5 million, respectively, in non-cash financing, primarily related to borrowings under our equipment financing facilities in Mexico, the short-term financing of imported handsets and infrastructure in Brazil and co-location capital lease obligations on our communication towers in Brazil and Mexico.

XML

Debt

12 Months Ended

Dec. 31, 2014

Debt [Abstract]

Debt

Debt

Chapter 11 Filing. On September 15, 2014, NII Holdings, Inc. and eight of its U.S. and Luxembourg-domiciled subsidiaries, including NII Capital Corp. and NIIT, filed voluntary petitions seeking relief under Chapter 11 in the Bankruptcy Court. Since September 15, 2014, five additional subsidiaries of NII Holdings, Inc. have filed voluntary petitions seeking relief under Chapter 11 in the Bankruptcy Court, with four subsidiaries filing on October 8, 2014 and one subsidiary filing on January 25, 2015. These Chapter 11 filings constituted an event of default under the NII Capital Corp. and NIIT senior notes; however, the holders of these senior notes are currently precluded from taking any action with respect to such events of default under the Bankruptcy Code. As a result of the commencement of the Chapter 11 cases, the obligations evidenced by the NII Capital Corp. and NIIT senior notes are included in liabilities subject to compromise on our consolidated balance sheet as of December 31, 2014. See Note 2 for more information. The financings included in the table below are considered not subject to compromise.

	December 31,
	2014			2013
	(in thousands)
NII Capital Corp. senior notes, net	$	—		$	2,729,321
NII International Telecom, S.C.A. senior notes, net	—			1,609,962
Bank loans	343,915			444,268
Brazil equipment financing	366,937			352,725
Mexico equipment financing	322,993			300,832
Mexico capital lease and tower financing obligations	264,130			194,227
Brazil capital lease and tower financing obligations	213,163			122,499
Corporate aircraft capital lease	—			35,736
Other	1,254			3,901
Total debt	1,512,392			5,793,471
Less: current portion	(777,569		)	(96,839		)
	$	734,823		$	5,696,632

Bank Loans.

In December 2011, Nextel Brazil borrowed funds from two Brazilian banks and utilized the proceeds of those borrowings to repay the remaining unpaid purchase price relating to the spectrum it acquired in June 2011. Both of the loans from the Brazilian banks were denominated in Brazilian reais. In the first of the two local bank financings, we borrowed the equivalent of $351.8 million that was required to be repaid semi-annually over a five-year period with principal payable beginning in May 2014. In the second quarter of 2013, we repaid all amounts outstanding under this local bank financing utilizing a portion of the proceeds from the issuance of our 7.875% senior notes. In the second transaction, we borrowed the equivalent of $341.2 million that is required to be repaid quarterly over a seven-year period beginning March 2014. The loan accrues interest at a floating interest rate of 115% of the Brazilian local borrowing rate (13.40% and 11.39% as of December 31, 2014 and 2013, respectively). Because this loan is denominated in Brazilian reais, the payments for principal and interest will fluctuate in U.S. dollars based on changes in the exchange rate of the Brazilian real relative to the U.S. dollar.

In October 2012, Nextel Brazil entered into a Brazilian real-denominated bank loan agreement, under which Nextel Brazil borrowed the equivalent of approximately $196.9 million. This loan agreement has a floating interest rate equal to 113.9% of the local Brazilian borrowing rate (13.27% and 11.28% as of December 31, 2014 and 2013, respectively). Borrowings under this loan agreement have a three-year borrowing period, a two-year repayment term beginning in 2015 and a final maturity of October 2017.

As of December 31, 2014, we were not in compliance with the net debt financial covenants included in each of Nextel Brazil's outstanding local bank loans. Because of our noncompliance at the December 31 measurement date, we classified the principal amounts outstanding under these local bank loans as current liabilities in our consolidated balance sheet as of December 31, 2014. In February 2015, Nextel Brazil and the lenders providing the local bank loans entered into standstill agreements under which the lenders agreed that they would not seek remedies under the provisions of the agreements related to Nextel Brazil's failure to satisfy the financial covenants in the loan agreements in the period before September 15, 2015 and that further principal repayment obligations due between the signing date and September 15, 2015 would be suspended. In addition, the standstill agreements formally commit the lenders to sign amendments, which we refer to as the second amendments, once certain conditions are met that implement permanent amendments to the terms of the local bank loans, including with respect to the financial covenants and principal repayment schedule for these loans. Among others, these conditions include:

• our emergence from the Chapter 11 proceedings on or prior to September 15, 2015;

• the absence of an insolvency event involving Nextel Brazil;

• the absence of events of default other than those waived or suspended in the standstill agreements; and

• the execution of subordination agreements subordinating any amounts due under intercompany loans between NIIT and Nextel Brazil.

In the event of a breach of one or more of the conditions listed above, the lenders providing the local bank loans have the right to terminate the standstill agreement and exercise all remedies under the agreements in place, including but not limited to declaring an event of default for noncompliance with the financial covenants and/or nonpayment of amounts due under the repayment schedule. Following the declaration of an event of default, the lenders will have the right to accelerate the loans and proceed with claims against the collateral.

Concurrent with the execution of the standstill agreements, Nextel Brazil and the lenders entered into amendments to the agreements relating to the local bank loans, which we refer to as the first amendments, under which Nextel Brazil granted the lenders a security interest over amounts held at any given time in certain collection accounts maintained with each lender. These first amendments also adjust the interest rates on the loans.

Equipment Financing Facilities.

In April 2012, Nextel Brazil entered into a U.S. dollar-denominated loan agreement with the China Development Bank, under which Nextel Brazil is able to borrow up to $500.0 million to finance infrastructure equipment and certain other costs related to the deployment of its WCDMA network. This financing has a floating interest rate based on LIBOR plus 2.90% (3.16% and 3.15% as of December 31, 2014 and 2013, respectively) and may limit our ability to pay dividends and other upstream payments. Loans under this agreement have a three-year borrowing period, a seven-year repayment term beginning in 2015 and a final maturity of June 2022. Assets purchased using the amounts borrowed under Nextel Brazil's equipment financing facility are pledged as collateral.

In July 2011, Nextel Mexico entered into a U.S. dollar-denominated loan agreement with the China Development Bank, under which Nextel Mexico is entitled to borrow up to $375.0 million to finance infrastructure equipment and certain other costs related to the deployment of its WCDMA network in Mexico. This vendor financing has a floating interest rate based on LIBOR plus 2.80% (3.06% and 3.05% as of December 31, 2014 and 2013, respectively) and may limit our ability to pay dividends and other upstream payments. Loans under this agreement have a final maturity of ten years, with a three-year borrowing period and a seven-year repayment term commencing in 2014. Assets purchased using the amounts borrowed under Nextel Mexico's equipment financing facility are pledged as collateral.

As of the June 30, 2014 measurement date, we were not in compliance with certain financial covenants in our equipment financing facilities in Brazil and Mexico. In December 2014, Nextel Brazil and Nextel Mexico and the lender under the equipment financing facilities agreed to amendments to those facilities that removed all financial covenants beginning with the December 31, 2014 measurement date and continuing through the June 30, 2017 measurement date. In exchange for covenant relief, Nextel Brazil granted the lender of its equipment financing facility preferential rights to the amounts held in certain bank accounts, and Nextel Mexico's parent company, Nextel International Uruguay, LLC, granted the lender of its equipment financing facility a pledge on the shares it holds in Nextel Mexico. In addition, Nextel Brazil and Nextel Mexico have the option to defer principal amortization payments in exchange for an upfront payment of 17% of the amounts outstanding under the equipment financing facilities on August 31, 2014. As a result of the amendment of our equipment financing facility in Mexico, we classified the principal amount outstanding under this facility as long-term debt in our consolidated balance sheet as of December 31, 2014. Because of certain cross-default provisions included in our equipment financing facility in Brazil, we classified the principal amount outstanding under this facility as a current liability in our consolidated balance sheet as of December 31, 2014. We do not have the ability to borrow additional amounts under these equipment financing facilities.

Capital Leases and Tower Financing Obligations.

2013 Tower Transactions. In November 2013, Nextel Mexico sold 1,483 communication towers to American Tower for proceeds based on foreign currency exchange rates at the time of $374.3 million, subject to purchase price adjustments. During the adjustment period, Nextel Mexico accounted for this transaction under the deposit method and recorded the proceeds as a deposit liability. During the third quarter of 2014, the price adjustments were finalized, and we began accounting for the transaction as a sale-leaseback. As result, we recognized $75.4 million of the gain on the sale of the towers as a component of operating income in the third quarter of 2014 and deferred the remaining $179.6 million of the gain, which we will recognize into income over the term of the leaseback of the towers. Nextel Mexico also recognized a capital lease liability of $112.4 million related to the leaseback of a portion of each of these towers.

In December 2013, Nextel Brazil sold 1,940 communication towers to American Tower for proceeds based on foreign currency exchange rates at the time of $348.0 million, subject to purchase price adjustments. Nextel Brazil also sold 103 towers for proceeds of $18.6 million in June 2014, subject to purchase price adjustments. In October 2014, upon the finalization of the price adjustments, Nextel Brazil completed the sale of all of these towers and began accounting for this transaction as a sale-leaseback. As a result, Nextel Brazil recognized an immaterial loss on the sale of the towers as a component of operating income in the fourth quarter of 2014 and deferred a gain of $155.5 million, which we will recognize into income over the term of the leaseback of the towers. Nextel Brazil also recognized a capital lease liability of $186.5 million related to the leaseback of a portion of each of these towers.

Site-Related Capital Lease Obligations. We have entered into various agreements under which we are entitled to lease space on towers or other structures owned by third parties and to install our transmitter and receiver equipment in that space.

Tower Financing Obligations.  From 2002 to 2008, we sold and subsequently leased back space on certain transmitter and receiver sites in Brazil and Mexico. Due to our continuing involvement with these properties, we account for these transactions as financing arrangements. As a result, we did not recognize any gains from the sales of these towers under these arrangements, and we maintain the tower assets on our consolidated balance sheets. In addition, we recognized the proceeds received as financing obligations. We recognize ground rent payments as operating expenses in cost of service and tower base rent payments as interest expense and a reduction in the financing obligation using the effective interest method. In addition, we recognize co-location rent payments made by the third party lessees to the owner of the site as other operating revenues because of our continuing involvement with the tower assets. During the years ended December 31, 2014, 2013 and 2012, we recognized $38.5 million, $39.4 million and $56.8 million , respectively, in other operating revenues related to these co-location lease arrangements.

Corporate Aircraft Lease. In 2009, we entered into an agreement to lease a corporate aircraft, which we accounted for as a capital lease. In June 2014, we entered into an agreement to sell this corporate aircraft for $32.5 million. In addition, in conjunction with the sale, we exercised our pre-existing option to purchase this aircraft from the lessor and immediately terminated the lease. In connection with the sale of the corporate aircraft and the termination of the associated lease, we recognized a $6.4 million asset impairment charge in the second quarter of 2014.

Debt Maturities.

Because we were unable to meet the financial covenants in our bank loans in Brazil as of the compliance date on December 31, 2014 and because of the associated cross-default provisions included in Nextel Brazil's equipment financing facility, we classified the principal amounts outstanding under these facilities as due in 2015 for purposes of the table below. For the years subsequent to December 31, 2014, scheduled annual maturities of all debt outstanding, excluding the obligations evidenced by the NII Capital Corp. and NIIT senior notes, which are included in liabilities subject to compromise on our consolidated balance sheet as of December 31, 2014, are as follows (in thousands):

Year	Principal Repayments
2015	$	777,569
2016	71,376
2017	77,014
2018	67,416
2019	62,337
Thereafter	456,680
Total	$	1,512,392

XML

Commitments and Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Capital and Operating Lease Commitments.

We have co-location capital lease obligations on some of our transmitter and receiver sites in Mexico and Brazil. See Note 9 for further information regarding these agreements.

We lease various cell sites, office facilities and other assets under operating leases. Some of these leases provide for annual increases in our rent payments based on changes in locally-based consumer price indices. The remaining terms of our cell site leases range from one to fifteen years and are generally renewable for additional terms. The remaining terms of our office leases range from less than one to ten years. During the years ended December 31, 2014, 2013 and 2012, total rent expense under operating leases was $302.4 million, $300.9 million and $270.6 million, respectively.

For years subsequent to December 31, 2014, future minimum payments for all capital and operating lease obligations that have initial noncancelable lease terms exceeding one year, net of rental income, are as follows (in thousands):

	Capital Leases			Operating Leases		Total
2015	$	166,655		$	219,767	$	386,422
2016	168,602			225,041		393,643
2017	170,590			189,730		360,320
2018	139,081			163,151		302,232
2019	119,774			141,833		261,607
Thereafter	1,581,487			1,025,445		2,606,932
Total minimum lease payments	2,346,189			1,964,967		4,311,156
Less: imputed interest	(1,868,897		)	—		(1,868,897		)
Total	$	477,292		$	1,964,967	$	2,442,259

Handset, Equipment and Other Commitments.

We are a party to purchase agreements with various suppliers, under which we have committed to purchase handsets, equipment and network services that will be used or sold in the ordinary course of business. As of December 31, 2014, we are committed to purchase $2.5 billion under these arrangements, $1.6 billion of which we expect to pay in 2015, $622.0 million of which we expect to pay in 2016 and 2017, and the remaining $268.5 million of which we expect to pay in 2018. These amounts do not represent our entire anticipated purchases in the future, but represent only those items that are the subject of contractual obligations. Our commitments are generally determined based on noncancelable quantities or termination amounts. As of December 31, 2014, we were required to pay a total of $1.8 billion in spectrum fees in Mexico, $130.1 million of which we expect to pay in 2015, $257.3 million of which we expect to pay in 2016 and 2017, $257.3 million of which we expect to pay in 2018 and 2019 and the remaining $1.2 billion of which we expect to pay in years subsequent to 2019. These fees are subject to increases in the Mexican Consumer Pricing Index. We also purchase products and services as needed with no firm commitment. Amounts actually paid under some of these agreements will likely be higher due to variable components of these agreements. The more significant variable components that determine the ultimate obligation owed include such items as hours contracted, subscribers and other factors. In addition, we are a party to various arrangements that are conditional in nature and obligate us to make payments only upon the occurrence of certain events, such as the delivery of functioning software or a product.

Brazilian Contingencies.

Nextel Brazil has received various assessment notices from state and federal Brazilian authorities asserting deficiencies in payments related primarily to value-added taxes, excise taxes on imported equipment and other non-income based taxes. Nextel Brazil has filed various administrative and legal petitions disputing these assessments. In some cases, Nextel Brazil has received favorable decisions, which are currently being appealed by the respective governmental authority. In other cases, Nextel Brazil's petitions have been denied, and Nextel Brazil is currently appealing those decisions. Nextel Brazil also had contingencies related to certain regulatory, civil and labor-related matters as of December 31, 2014 and 2013.

As of December 31, 2014 and 2013, Nextel Brazil had accrued liabilities of $69.7 million and $70.9 million, respectively, related to contingencies, all of which were classified in accrued contingencies reported as a component of other long-term liabilities, of which $8.0 million and $11.2 million related to unasserted claims, respectively. We currently estimate the reasonably possible losses related to matters for which Nextel Brazil has not accrued liabilities, as they are not deemed probable, to be approximately $430.0 million as of December 31, 2014. We are continuing to evaluate the likelihood of probable and reasonably possible losses, if any, related to all known contingencies. As a result, future increases or decreases to our accrued liabilities may be necessary and will be recorded in the period when such amounts are determined to be probable and reasonably estimable.

Legal Proceedings.

Securities Litigation. On March 4, 2014, a purported class action lawsuit was filed against the Company, NII Capital Corp. and certain of the Company’s current and former directors and executive officers in the United States District Court for the Eastern District of Virginia on behalf of a putative class of persons who purchased or otherwise acquired the securities of the Company or NII Capital Corp. between February 25, 2010 and February 27, 2014. The lawsuit is captioned In re NII Holdings, Inc. Securities Litigation, Case Number 14-CV-227. On July 18, 2014, the parties that have been designated as the lead plaintiffs in the lawsuit filed a second amended complaint against only NII Holdings and three current and former officers, whichgenerally alleges that the defendants made false or misleading statements or concealed material adverse information about the Company’s financial condition and operations in violation of Section 10(b), Rule 10b-5 and Section 20(a) of the Securities Exchange Act of 1934. The complaint seeks class certification and unspecified damages, fees and injunctive relief. On September 22, 2014, the judge issued an order staying all proceedings against the Company following the Company's filing of its petition for relief under Chapter 11. On October 6, 2014, the Company's and the individual defendants' motion to dismiss was denied, and the case is currently continuing as to the remaining individual defendants. On November 3, 2014, at the request of the parties, the court ordered that the case against the three individual defendants be stayed indefinitely, and on January 7, 2015, the court extended the stay until the earlier of May 22, 2015 or the effective date of a plan of reorganization. The Company and the named individuals will continue to vigorously defend themselves in this matter.

Chapter 11 Proceedings. On September 15, 2014, NII Holdings, Inc. and eight of its U.S. and Luxembourg-domiciled subsidiaries filed voluntary petitions seeking relief under Chapter 11 in the Bankruptcy Court (Case No. 14-12611). On October 8, 2014, four additional subsidiaries of NII Holdings filed voluntary petitions seeking relief under Chapter 11, and a fifth additional subsidiary filed a voluntary petition seeking relief under Chapter 11 on January 25, 2015. The entities that have filed petitions seeking relief under Chapter 11, which we refer to collectively as the debtors, include Nextel International (Services), Ltd.; NII Capital Corp.; NII Aviation, Inc.; NII Funding Corp.; NII Global Holdings, Inc.; NII International Telecom S.C.A.; NII International Holdings S.à r.l.; NII International Services S.à r.l.; Airfone Holdings, LLC; Nextel International (Uruguay), LLC; McCaw International (Brazil), LLC; NII Mercosur, LLC; and NIU Holdings LLC. The debtors continue to operate as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Company’s other subsidiaries, including its operating subsidiaries in Brazil, Mexico and Argentina, are not debtors in the Chapter 11 case. As a result of the bankruptcy proceedings, the pending litigation against the debtors is stayed. Subject to certain exceptions and approval by the Bankruptcy Court, during the Chapter 11 proceedings, no party can take further actions to recover pre-petition claims against the Company.

In addition, we are subject to other claims and legal actions that may arise in the ordinary course of business. We do not believe that any of these pending claims or legal actions will have a material effect on our business, financial condition, results of operations or cash flows.

XML

Balance Sheet Details Restricted Cash (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Cash and Cash Equivalents [Abstract]
Restricted Cash and Cash Equivalents	$ 107.8	$ 120.5
Non Cash Financing Activities	$ 319.6	$ 213.5	$ 194.5

XML

Employee Stock and Benefit Plans (Summary of the Status of Non-Vested Restricted Stock Awards) (Details) (USD $)	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Apr. 23, 2012
Non-vested restricted stock awards, Vested, Weighted Average Grant Date Fair Value Per Share	$ 0.85	$ 8.69	$ 16.97
Restricted Stock [Member]
Number of Non-vested restricted stock awards, beginning balance	4,089,748.000	3,919,485.000
Non-vested restricted stock awards, Weighted Average Grant Date Fair Value Per Share, beginning balance	$ 3.75	$ 12.99
Non-vested restricted stock awards, Granted, Number of Shares	3,605,538			2,271,555
Non-vested restricted stock awards, Granted, Weighted Average Grant Date Fair Value Per Share	$ 0.85
Non-vested restricted stock awards, Vested, Number of Shares	(1,140,667)
Non-vested restricted stock awards, Vested, Weighted Average Grant Date Fair Value Per Share	$ 16.80
Non-vested restricted stock awards, Forfeited, Number of Shares	(2,294,608)
Non-vested restricted stock awards, Forfeited, Weighted Average Grant Date Fair Value Per Share	$ 7.69
Number of Non-vested restricted stock awards, ending balance	4,089,748.000	3,919,485.000
Non-vested restricted stock awards, Weighted Average Grant Date Fair Value Per Share, ending balance	$ 3.75	$ 12.99

XML

Debt (Debt) (Details) (USD $)	12 Months Ended			1 Months Ended	3 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jul. 31, 2011	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Other operating revenues	$ 38,500,000	$ 39,400,000	$ 56,800,000
(Payments) proceeds related to 2013 sale of towers, net	(39,618,000)	721,404,000	0
Bank Loans	343,915,000	444,268,000			343,915,000			444,268,000
Brazil Bank Loan Floating Interest Rate	113.90%				113.90%
Brazil Bank Loan Borrowing Rate	13.30%	11.30%			13.30%			11.30%
Corporate Aircraft Capital Lease	0	35,736,000			0			35,736,000
Other	1,254,000	3,901,000			1,254,000			3,901,000
Total debt, excluding current portion	1,512,392,000	5,793,471,000			1,512,392,000			5,793,471,000
Less: current portion	(777,569,000)	(96,839,000)			(777,569,000)			(96,839,000)
Total debt	734,823,000	5,696,632,000			734,823,000			5,696,632,000
Brazil CDB Loan Repayment Period	seven
Mexico Vendor Financing [Member]
Debt Instrument [Line Items]
Term of debt				ten
Debt Instrument, Borrowing Period				three
Debt Instrument, Repayment Term				seven
Long-term debt, percentage bearing variable interest, percentage rate	3.06%	3.05%			3.06%			3.05%
Loan Agreement Maximum Borrowing Capacity				375,000,000
Brazil Vendor Financing [Domain]
Debt Instrument [Line Items]
Effective interest rate on convertible notes	3.16%	3.15%			3.16%			3.15%
Loan Agreement Maximum Borrowing Capacity				500,000,000
Brazil CDB Loan Floating Interest Rate				2.90%
Brazil CDB Loan Borrowing Period	three
NII Capital Corp [Member]
Debt Instrument [Line Items]
Senior notes, net	0	2,729,321,000			0			2,729,321,000
NII International Telecom [Member]
Debt Instrument [Line Items]
Senior notes, net	0	1,609,962,000			0			1,609,962,000
MEXICO
Debt Instrument [Line Items]
Sale Leaseback Transaction, Deferred Gain, Gross						179,600,000
Present Value of Future Minimum Lease Payments, Sale Leaseback Transactions						112,400,000
Towers Sold					1,483
(Payments) proceeds related to 2013 sale of towers, net						374,300,000
Equipment Financing	322,993,000	300,832,000			322,993,000			300,832,000
Capital lease and tower financing obligations	264,130,000	194,227,000			264,130,000			194,227,000
BRAZIL
Debt Instrument [Line Items]
Present Value of Future Minimum Lease Payments, Sale Leaseback Transactions	186,500,000				186,500,000
Towers Sold					1,940
(Payments) proceeds related to 2013 sale of towers, net					155,500,000		18,600,000	348,000,000
Bank Loans	196,900,000				196,900,000
Equipment Financing	366,937,000	352,725,000			366,937,000			352,725,000
Capital lease and tower financing obligations	213,163,000	122,499,000			213,163,000			122,499,000
Financial Institution Two [Member] | Brazil Spectrum License Financing [Member]
Debt Instrument [Line Items]
Spectrum financing	341,200,000				341,200,000
Debt instrument factor applied to variable rate	115.00%				115.00%
Long-term debt, percentage bearing variable interest, percentage rate	13.40%	11.39%			13.40%			11.39%
Financial Institution One [Member] | Brazil Spectrum License Financing [Member]
Debt Instrument [Line Items]
Spectrum financing	$ 351,800,000				$ 351,800,000
LIBOR [Member] | Mexico Vendor Financing [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.80%

XML

Balance Sheet Details Supplemental Cash Flow Disclosures (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract]
Payments to Acquire Property, Plant, and Equipment	$ 612,161	$ 620,895	$ 953,882
Changes in Capital Expenditures Accrued and Unpaid or Financed, Including Accreted Interest Capitalized	(183,741)	251,199	351,814
Capital expenditures	428,420	872,094	1,305,696
Interest Expense	449,345	526,530	359,795
Interest Costs Capitalized	32,541	78,254	127,189
Interest Expense Including Capitalized Interest	481,886	604,784	486,984
Fair Value of Assets Acquired	31,861	53,066	100,185
Liabilities Assumed	0	0	0
Cash Acquired from Acquisition	0	0	0
Acquisitions Of Assets And Business Combinations Total	31,861	53,066	100,185
Interest Paid, Capitalized	310,230	389,064	290,131
Income Taxes Paid	$ 24,544	$ 39,292	$ 269,597

XML

Condensed Consolidating Financial Statements (Condensed Consolidating Statement of Cash Flows) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Cash flows from operating activities:
Net loss	$ (1,957,698)		$ (1,649,599)		$ (765,249)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,391,565		1,621,281		1,328,968
Total operating cash (used in) provided by continuing operations	(566,133)		(28,318)		563,719
Total operating cash used in discontinued operations	(62,583)		(164,133)		(210,536)
Net cash (used in) provided by operating activities	(628,716)		(192,451)		353,183
Cash flows from investing activities:
Capital expenditures	(612,161)		(620,895)		(953,882)
Purchases of licenses			(53,066)		(100,185)
Purchase of investments	(1,637,913)		(2,360,529)		(1,678,918)
Proceeds from sales of investments	2,092,459		1,942,886		1,813,783
Increase (Decrease) in Restricted Cash	137,827		39,436		4,087
(Payments) proceeds related to 2013 sale of towers, net	(39,618)		721,404		0
Transfers to restricted cash			(41,709)		(11,969)
Transfers from restricted cash			2,273		7,882
Proceeds from 2013 sale of towers, net			721,404		0
Investment in subsidiaries	0		0		0
Other, net	(38,098)		207		1,018
Total investing cash used in continuing operations	(333,540)		(409,429)		(922,271)
Total investing cash (used in) provided by discontinued operations	(13,998)		231,817		(132,889)
Net cash used in investing activities	(347,538)		(177,612)		(1,055,160)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Proceeds from issuance of senior notes	0		1,600,000		0
Borrowings under line of credit			1,600,000		212,770
Borrowings under equipment financing	14,590		145,077		233,776
Repayments under syndicated loan facilities	(48,920)		(323,919)		(97,403)
Repayments of import financing			(37,422)		(175,923)
Repayments Under Tower Financing and Other Borrowings	39,243		63,495
Payment of line of credit	(54,067)
Intercompany dividends			0		0
Capital contributions	0		0		0
Proceeds From Intercompany Long Term Loan					0
Repayments of Convertible Debt	0		0		(212,782)
Payment of line of credit			(362,735)
Other, net	(632)		(27,950)		(124,723)
Total financing cash (used in) provided by continuing operations	(128,272)		929,556		(164,285)
Total financing cash used in discontinued operations	0		(152,965)		(74,010)
Net cash (used in) provided by financing activities	(128,272)		776,591		(238,295)
Effect of exchange rate changes on cash and cash equivalents	(55,657)		(56,236)		844
Change in cash and cash equivalents related to discontinued operations	3,448		15,090		22,226
Net (decrease) increase in cash and cash equivalents	(1,156,735)		365,382		(917,202)
Cash and cash equivalents, beginning of year	1,730,335		1,364,953		2,282,155
Cash and cash equivalents, end of year	573,600		1,730,335		1,364,953
NII Holdings Inc. (Parent) [Member]
Cash flows from operating activities:
Net loss	(1,957,698)		(1,649,599)		(765,249)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,861,773		1,477,932		768,542
Total operating cash (used in) provided by continuing operations	(95,925)		(171,667)		3,293
Total operating cash used in discontinued operations	0		0		0
Net cash (used in) provided by operating activities	(95,925)		(171,667)		3,293
Cash flows from investing activities:
Capital expenditures	0		0		0
Purchases of licenses			0		0
Purchase of investments	0		0		0
Proceeds from sales of investments	0		0		224,330
Increase (Decrease) in Restricted Cash	(25,300)		15,050		0
Transfers to restricted cash			(15,050)		0
Transfers from restricted cash			0		0
Proceeds from 2013 sale of towers, net			0		0
Investment in subsidiaries	(180,712)		(191,526)		(318,949)
Other, net	1,856		545		0
Total investing cash used in continuing operations	(153,556)		(206,031)		(94,619)
Total investing cash (used in) provided by discontinued operations	0		0		0
Net cash used in investing activities	(153,556)		(206,031)		(94,619)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Borrowings under line of credit			0		0
Borrowings under equipment financing	0		0		0
Repayments under syndicated loan facilities	0		0		0
Repayments of import financing			0		0
Repayments Under Tower Financing and Other Borrowings	0		0
Payment of line of credit	0
Intercompany dividends			0		0
Capital contributions	0		0		0
Proceeds From Intercompany Long Term Loan					0
Repayments of Convertible Debt	0		0		(212,782)
Payment of line of credit			0
Other, net	(86)		(1,010)		(3,228)
Total financing cash (used in) provided by continuing operations			(1,010)		(216,010)
Total financing cash used in discontinued operations			0		0
Net cash (used in) provided by financing activities	(86)		(1,010)		(216,010)
Effect of exchange rate changes on cash and cash equivalents	0		0		0
Change in cash and cash equivalents related to discontinued operations	0		0		0
Net (decrease) increase in cash and cash equivalents	(249,567)		(378,708)		(307,336)
Cash and cash equivalents, beginning of year	356,314		735,022		1,042,358
Cash and cash equivalents, end of year	106,747		356,314		735,022
NII Holdings,Inc. (Parent and Guarantor) [Member]
Cash flows from investing activities:
Other, net	1,856
NII Capital Corp. (Issuer) [Member]
Cash flows from operating activities:
Net loss	(1,606,257)		(1,246,245)		(407,146)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,631,873		1,298,129		567,599
Total operating cash (used in) provided by continuing operations	25,616		51,884		160,453
Total operating cash used in discontinued operations	0		0		0
Net cash (used in) provided by operating activities	25,616		51,884		160,453
Cash flows from investing activities:
Capital expenditures	0		0		0
Purchases of licenses			0		0
Purchase of investments	0		0		0
Proceeds from sales of investments	0		0		0
Increase (Decrease) in Restricted Cash	0
Transfers to restricted cash			0		0
Transfers from restricted cash			0		0
Proceeds from 2013 sale of towers, net			0		0
Investment in subsidiaries	(446)		(1,974)		(9,445)
Other, net	0		0		0
Total investing cash used in continuing operations	(446)		(1,974)		(9,445)
Total investing cash (used in) provided by discontinued operations	0		0		0
Net cash used in investing activities	(446)		(1,974)		(9,445)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Borrowings under line of credit			0		0
Borrowings under equipment financing	0		0		0
Repayments under syndicated loan facilities	0		0		0
Repayments of import financing			0		0
Repayments Under Tower Financing and Other Borrowings	0		0
Payment of line of credit	0
Intercompany dividends			(49,910)		(151,186)
Capital contributions	20		20		0
Proceeds From Intercompany Long Term Loan					0
Repayments of Convertible Debt					0
Payment of line of credit			0
Other, net	(20)		(20)		(778)
Total financing cash (used in) provided by continuing operations			(49,910)		(151,964)
Total financing cash used in discontinued operations			0		0
Net cash (used in) provided by financing activities	0		(49,910)		(151,964)
Effect of exchange rate changes on cash and cash equivalents	0		0		0
Change in cash and cash equivalents related to discontinued operations	0		0		0
Net (decrease) increase in cash and cash equivalents	25,170		0		(956)
Cash and cash equivalents, beginning of year	0	[1]	0		956
Cash and cash equivalents, end of year	25,170	[1]	0	[1]	0
Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Net loss	(1,793,072)		(1,501,885)		(676,050)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,640,357		1,340,701		564,974
Total operating cash (used in) provided by continuing operations	(152,715)		(161,184)		(111,076)
Total operating cash used in discontinued operations	0		1,440		2,142
Net cash (used in) provided by operating activities	(152,715)		(159,744)		(108,934)
Cash flows from investing activities:
Capital expenditures	(7,012)		(14,232)		(92,574)
Purchases of licenses			0		0
Purchase of investments	0		0		0
Proceeds from sales of investments	0		0		0
Increase (Decrease) in Restricted Cash	0
Transfers to restricted cash			0		0
Transfers from restricted cash			0		0
Proceeds from 2013 sale of towers, net			0		0
Investment in subsidiaries	0		(1,260)		0
Other, net	32,390		0		0
Total investing cash used in continuing operations	25,378		(15,492)		(92,574)
Total investing cash (used in) provided by discontinued operations	0		0		0
Net cash used in investing activities	25,378		(15,492)		(92,574)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Borrowings under line of credit			0		0
Borrowings under equipment financing	0		0		0
Repayments under syndicated loan facilities	(42,414)		0		0
Repayments of import financing			0		0
Repayments Under Tower Financing and Other Borrowings	0		16,608
Payment of line of credit	0
Intercompany dividends			0		(100,320)
Capital contributions	180,525		191,506		318,949
Proceeds From Intercompany Long Term Loan					300
Repayments of Convertible Debt					0
Payment of line of credit			0
Other, net	(1,855)		(545)		(19,368)
Total financing cash (used in) provided by continuing operations			174,353		199,561
Total financing cash used in discontinued operations			0		0
Net cash (used in) provided by financing activities	136,256		174,353		199,561
Effect of exchange rate changes on cash and cash equivalents	0		0		0
Change in cash and cash equivalents related to discontinued operations	0		0		0
Net (decrease) increase in cash and cash equivalents	8,919		(883)		(1,947)
Cash and cash equivalents, beginning of year	5,586	[2]	6,469		8,416
Cash and cash equivalents, end of year	14,505	[2]	5,586	[2]	6,469
Prior Group of Non-Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Net loss	(1,589,369)		(1,269,438)		(434,443)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	1,246,260		1,571,997		1,296,998
Total operating cash (used in) provided by continuing operations	(343,109)		302,559		862,555
Total operating cash used in discontinued operations	(62,583)		(165,573)		(212,678)
Net cash (used in) provided by operating activities	(405,692)		136,986		649,877
Cash flows from investing activities:
Capital expenditures	(605,149)		(606,663)		(861,308)
Purchases of licenses			(53,066)		(100,185)
Purchase of investments	(1,637,913)		(2,360,529)		(1,678,918)
Proceeds from sales of investments	2,092,459		1,942,886		1,589,453
Increase (Decrease) in Restricted Cash	163,127
Transfers to restricted cash			(26,659)		(11,969)
Transfers from restricted cash			2,273		7,882
Proceeds from 2013 sale of towers, net			721,404		(300)
Investment in subsidiaries	0		0		0
Other, net	(70,488)		191		1,018
Total investing cash used in continuing operations	(384,218)		(380,163)		(1,054,327)
Total investing cash (used in) provided by discontinued operations	(13,998)		231,817		(132,889)
Net cash used in investing activities	(398,216)		(148,346)		(1,187,216)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Borrowings under line of credit			1,600,000		212,770
Borrowings under equipment financing	14,590		145,077		233,776
Repayments under syndicated loan facilities	(6,506)		(323,919)		(97,403)
Repayments of import financing			(37,422)		(175,923)
Repayments Under Tower Financing and Other Borrowings	39,243		46,887
Payment of line of credit	(54,067)
Intercompany dividends			0		(100,000)
Capital contributions	613		3,234		9,445
Proceeds From Intercompany Long Term Loan					0
Repayments of Convertible Debt					0
Payment of line of credit			(362,735)
Other, net	(527)		(26,904)		(101,349)
Total financing cash (used in) provided by continuing operations			950,444		(18,684)
Total financing cash used in discontinued operations			(152,965)		(74,010)
Net cash (used in) provided by financing activities	(85,140)		797,479		(92,694)
Effect of exchange rate changes on cash and cash equivalents	(55,657)		(56,236)		844
Change in cash and cash equivalents related to discontinued operations	3,448		15,090		22,226
Net (decrease) increase in cash and cash equivalents	(941,257)		744,973		(606,963)
Cash and cash equivalents, beginning of year	1,368,435		623,462		1,230,425
Cash and cash equivalents, end of year	427,178		1,368,435		623,462
Prior Consolidating Adjustments [Member]
Cash flows from operating activities:
Net loss	4,988,698		4,017,568		1,517,639
Adjustments to reconcile net loss to net cash (used in) provided by operating activities	(4,988,698)		(4,067,478)		(1,869,145)
Total operating cash (used in) provided by continuing operations	0		(49,910)		(351,506)
Total operating cash used in discontinued operations	0		0		0
Net cash (used in) provided by operating activities	0		(49,910)		(351,506)
Cash flows from investing activities:
Capital expenditures	0		0		0
Purchases of licenses			0		0
Purchase of investments	0		0		0
Proceeds from sales of investments	0		0		0
Increase (Decrease) in Restricted Cash	0
Transfers to restricted cash			0		0
Transfers from restricted cash			0		0
Proceeds from 2013 sale of towers, net			0		300
Investment in subsidiaries	181,158		194,760		328,394
Other, net	(1,856)		(529)		0
Total investing cash used in continuing operations	179,302		194,231		328,694
Total investing cash (used in) provided by discontinued operations	0		0		0
Net cash used in investing activities	179,302		194,231		328,694
Net Cash Provided by (Used in) Financing Activities [Abstract]
Borrowings under line of credit			0		0
Borrowings under equipment financing	0		0		0
Repayments under syndicated loan facilities	0		0		0
Repayments of import financing			0		0
Repayments Under Tower Financing and Other Borrowings	0		0
Payment of line of credit	0
Intercompany dividends			49,910		351,506
Capital contributions	(181,158)		(194,760)		(328,394)
Proceeds From Intercompany Long Term Loan					(300)
Repayments of Convertible Debt					0
Payment of line of credit			0
Other, net	1,856		529		0
Total financing cash (used in) provided by continuing operations			(144,321)		22,812
Total financing cash used in discontinued operations			0		0
Net cash (used in) provided by financing activities	(179,302)		(144,321)		22,812
Effect of exchange rate changes on cash and cash equivalents	0		0		0
Change in cash and cash equivalents related to discontinued operations	0		0		0
Net (decrease) increase in cash and cash equivalents	0		0		0
Cash and cash equivalents, beginning of year	0		0		0
Cash and cash equivalents, end of year	$ 0		$ 0		$ 0

[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.

XML

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2014

Finite-Lived Intangible Assets, Net [Abstract]

Intangible Assets

Our intangible assets include the following:

	December 31, 2014							December 31, 2013
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
						(in thousands)
Amortizable intangible assets:
Licenses	$	1,091,405	$	(287,281	)	$	804,124	$	1,205,450	$	(243,081	)	$	962,369
Total amortizable intangible assets	$	1,091,405	$	(287,281	)	$	804,124	$	1,205,450	$	(243,081	)	$	962,369

Estimated Amortization Expense

Based on the carrying amount of intangible assets as of December 31, 2014 and current exchange rates, we estimate amortization expense for each of the next five years to be as follows (in thousands):

Years	Estimated Amortization Expense
2015	$	75,922
2016	75,922
2017	75,922
2018	75,922
2019	75,922

XML

Summary of Significant Accounting Policies (Details) (USD $) Share data in Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2010
Valuation Allowance, Deferred Tax Asset, Change in Amount	532,600,000
Deferred Tax Assets, Valuation Allowance	4,868,504,000	4,335,913,000
Deferred Tax Assets, Gross	5,140,998,000	4,637,718,000
Asset Retirement Obligation, Revision of Estimate	2,096,000	75,900,000
Available Number Of Funds	2
Deferred Tax Liabilities, Undistributed Foreign Earnings	54,386,000	54,386,000
Time Deposits	200,300,000	738,900,000
Amortization Of Intangible Assets Including Renewals Useful Lives Minimum	10 years
Amortization Of Intangible Assets Including Renewals Useful Lives Maximum	40 years
Revenue Based Taxes And Other Excise Taxes	120,600,000	166,000,000	211,500,000
Advertising Expense	146,900,000	142,500,000	159,800,000
Provision For Inventory Losses	40,768,000	56,077,000	1,470,000
Provision For Inventory Losses, Including Purchase Commitments		70,200,000
Liabilities Subject to Compromise, Debt	4,350,000,000
Amount In Excess of Carrying Amount of Asset Retirement Cost		48,300,000
Provision For Inventory Losses, Purchase Commitments		14,100,000
Decrease in Yearly Depreciation Due to Change in Useful Life	80,000,000
Nextel Brazil And Nextel Mexico [Member]
Assets Owned By Subsidiaries	4,700,000,000	6,400,700,000
Minimum [Member]
Finite-Lived Intangible Asset, Useful Life	3 years
Maximum [Member]
Finite-Lived Intangible Asset, Useful Life	20 years
Mobile Network Equipment and Network Software [Member] | Minimum [Member]
Property, Plant and Equipment, Useful Life	3 years
Mobile Network Equipment and Network Software [Member] | Maximum [Member]
Property, Plant and Equipment, Useful Life	30 years
Office Equipment [Member] | Minimum [Member]
Property, Plant and Equipment, Useful Life	3 years
Office Equipment [Member] | Maximum [Member]
Property, Plant and Equipment, Useful Life	10 years
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	5.4	10.8	16.8
Restricted Stock [Member]
Stock Options And Restricted Shares Granted				33.00%
Granted Stock Options And Restricted Shares Over Period Of Time				3
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0.9	2.8	2.0
ARGENTINA
Deferred Tax Assets, Valuation Allowance	49,100,000	0

XML

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data

Quarterly Financial Data (Unaudited)

	First			Second			Third			Fourth
	(in thousands, except per share amounts)
2014
Operating revenues	$	955,781		$	951,981		$	926,727		$	854,231
Operating loss	(212,290		)	(350,553		)	(212,900		)	(335,737		)
Net loss from continuing operations	(338,270		)	(474,983		)	(456,753		)	(507,306		)
Net (loss) income from discontinued operations	(37,808		)	(148,329		)	13,306			(7,555		)
Net loss from continuing operations, per common share, basic and diluted	$	(1.97	)	$	(2.76	)	$	(2.65	)	$	(2.95	)
Net (loss) income from discontinued operations, per common share, basic and diluted	$	(0.22	)	$	(0.86	)	$	0.08		$	(0.04	)

	First			Second			Third			Fourth
	(in thousands, except per share amounts)
2013
Operating revenues	$	1,316,716		$	1,245,451		$	1,085,633		$	1,063,767
Operating loss	(44,397		)	(40,653		)	(127,889		)	(155,666		)
Net loss from continuing operations	(153,103		)	(316,018		)	(259,507		)	(705,460		)
Net loss from discontinued operations	(54,400		)	(80,334		)	(40,434		)	(40,343		)
Net loss from continuing operations, per common share, basic and diluted	$	(0.89	)	$	(1.83	)	$	(1.51	)	$	(4.10	)
Net loss from discontinued operations, per common share, basic and diluted	$	(0.32	)	$	(0.47	)	$	(0.23	)	$	(0.23	)

The sum of the per share amounts do not equal the annual amounts due to changes in the number of weighted average common shares outstanding during the year.

In August 2014, we completed the sale of all of the outstanding equity interests of our wholly-owned subsidiary, Nextel Chile, to Fucata. As a result of the sale of Nextel Chile, the quarterly amounts included above differ from the amounts originally included in our quarterly reports on Form 10-Q for each of the quarterly periods in 2013, as well as in the quarterly reports on Form 10-Q for the three months ended March 31, 2014 and June 30, 2014.

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

Dec. 31, 2013

Accounting Policies [Abstract]

Income Tax, Policy [Policy Text Block]

Income Taxes. We account for income taxes using the asset and liability method, under which we recognize deferred income taxes for the tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. We recognize the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. We provide a valuation allowance against deferred tax assets if, based upon the weight of available evidence, we do not believe it is “more-likely-than-not” that some or all of the deferred tax assets will be realized.

Derivatives, Reporting of Derivative Activity [Policy Text Block]

Derivative Financial Instruments.  We enter into derivative transactions for risk management purposes only. We have not and will not enter into any derivative transactions for speculative or profit generating purposes. As of December 31, 2014 and 2013, the values of our derivative instruments were not material.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents.  We consider all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents primarily consist of money market funds and other similarly structured funds. As of December 31, 2014 and 2013, we had $200.3 million and $738.9 million, respectively, in time deposits.

Nature of Operations [Text Block]

1.    Summary of Operations

We provide wireless communication services under the Nextel^TM brand. Historically, our services were targeted to meet the needs of business customers and individuals who used our services to meet both professional and personal needs. With the deployment of our wideband code division multiple access, or WCDMA, networks in our markets, our target market has expanded to include both business subscribers and consumers who exhibit above average usage, revenue and loyalty characteristics and who we believe will be attracted to the services and attractive pricing plans we offer, the quality of and data speeds provided by our WCDMA networks and the quality of our customer service.

We provide our services through operating companies located in Brazil, Mexico and Argentina, with our principal operations located in major business centers and related transportation corridors of these countries. We provide services in major urban and suburban centers with high population densities where we believe there is a concentration of the country’s business users and economic activity. We believe that the growing economic base, increase in the middle and upper class and lower wireline service penetration encourage the use of the mobile wireless communications services that we offer and plan to offer in the future. Our WCDMA networks in Brazil and Mexico serve these major business centers and, in some instances, a broader geographic area in order to meet the requirements of our spectrum licenses. We also utilize roaming arrangements to expand the geographic coverage of our WCDMA-based services in Brazil and Mexico.

Our original networks utilize integrated digital enhanced network, or iDEN, technology developed by Motorola, Inc. to provide mobile services on our 800 megahertz, or MHz, spectrum holdings in all of our markets. Our next generation networks utilize WCDMA technology, which is a standards-based technology that is being deployed by carriers throughout the world. We also offer long-term evolution, or LTE, services in Rio de Janeiro in Brazil and in certain cities in Mexico. These technologies allow us to use our spectrum efficiently and offer multiple wireless services integrated into a variety of handset and data devices.

The services we currently offer include:

• mobile telephone voice service;

• wireless data services, including text messaging services, mobile internet services and email services;

• push-to-talk services, including Direct Connect^®, Prip and International Direct Connect^® services, which allow subscribers to talk to each other instantly;

• other value-added services, including 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^TM open application market;

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

• voice and data roaming services outside of our coverage areas.

The deployment and expansion of our WCDMA networks in Brazil and Mexico enables us to offer a wider range of products and services that are supported by that technology, including data services provided at substantially higher speeds than can be delivered on our iDEN networks. These WCDMA networks also support our unique push-to-talk services that provide differentiation from our competitors' offerings. In the third quarter of 2013, our WCDMA network reached geographic coverage parity with our iDEN network in Mexico, and in Brazil we are currently offering services supported by our WCDMA network in about 260 cities, including cities in and around Sao Paulo and Rio de Janeiro. In the second quarter of 2014, we launched LTE services in Rio de Janeiro, and during the fourth quarter of 2014, we began offering similar LTE services in certain cities in Mexico. We also offer service on our iDEN network in Argentina and continue to provide services on our iDEN networks in Brazil and Mexico.

Significant Accounting Policies [Text Block]

.    Summary of Significant Accounting Policies

Use of Estimates.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States, or the U.S., requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, actual results to be reported in future periods could differ from our estimates.

Principles of Consolidation.  The consolidated financial statements include the accounts of NII Holdings and our subsidiaries. Our decision to consolidate an entity is based on our control of the entity through direct and indirect majority interest in the entity. We eliminate all significant intercompany transactions, including intercompany profits and losses, in consolidation.

We refer to our subsidiaries by the countries in which they operate, such as Nextel Brazil, Nextel Mexico and Nextel Argentina.

Concentrations of Risk.  All of our revenues are generated from our operations located in Brazil, Mexico and Argentina. Regulatory entities in each country regulate the licensing, construction, acquisition, ownership and operation of our networks, and certain other aspects of our business, including some of the rates we charge our subscribers. Changes in the current telecommunications statutes or regulations in any of these countries could adversely affect our business. In addition, as of December 31, 2014 and 2013, $4.7 billion and $6.4 billion, respectively, of our assets were owned by Nextel Brazil and Nextel Mexico. Political, financial and economic developments in Brazil and Mexico could impact the recoverability of our assets.

Motorola Solutions is the primary supplier for iDEN network equipment, and Motorola Mobility is the primary supplier of iDEN handsets. We expect to continue to rely on Motorola Solutions and Motorola Mobility for iDEN network equipment and handsets. The recent significant reduction in demand for iDEN network equipment and handsets may make it uneconomical for Motorola Solutions to continue to provide the same level of ongoing support for our iDEN networks and could also affect Motorola Mobility's ability or willingness to provide iDEN handsets. As a result, we may not be able to adequately service our existing iDEN subscribers or attract new iDEN subscribers. The impact of this transition is particularly significant in Argentina where we do not currently hold spectrum that supports the deployment of a WCDMA or LTE network.

Financial instruments that potentially subject us to significant amounts of credit risk consist of cash, cash equivalents, short-term investments and accounts receivable. Our cash and cash equivalents are deposited with high-quality financial institutions. At times, we maintain cash balances in excess of Federal Deposit Insurance Corporation (or the foreign country equivalent institution) limits. Our short-term investments are composed of investments in U.S. treasury securities, investments in corporate bonds and certain investments made by Nextel Brazil and Nextel Argentina. See Note 10 for further information. Our accounts receivable are generally unsecured. In some cases, for certain higher risk subscribers, we require a subscriber deposit. We routinely assess the credit worthiness of our subscribers and maintain allowances for probable losses, where necessary.

Foreign Currency.  We translate the results of operations for our non-U.S. subsidiaries and affiliates from the designated functional currency to the U.S. dollar using average exchange rates during the relevant period, while we translate assets and liabilities at the exchange rate in effect at the reporting date. We translate equity balances at historical rates. We report the resulting gains or losses from translating foreign currency financial statements as other comprehensive income or loss.

In general, monetary assets and liabilities held by our operating subsidiaries that are denominated in U.S. dollars give rise to realized and unrealized foreign currency transaction gains and losses, which we record in the consolidated statement of comprehensive loss as foreign currency transaction losses, net. We report the effects of changes in exchange rates associated with certain U.S. dollar-denominated intercompany loans and advances to our foreign subsidiaries that are of a long-term investment nature as other comprehensive income or loss in our consolidated financial statements. We have determined that certain U.S. dollar-denominated intercompany loans and advances to Nextel Brazil are of a long-term investment nature.

The authorities in some of our markets have, from time to time, used formal and informal restrictions to limit the convertibility of currency and our ability to repatriate capital from our market operations to their parent companies. For example, the Argentine government continues to impose formal and informal limitations on our ability to repatriate funds and repay intercompany contractual obligations.

Cash and Cash Equivalents.  We consider all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents primarily consist of money market funds and other similarly structured funds. As of December 31, 2014 and 2013, we had $200.3 million and $738.9 million, respectively, in time deposits.

Short-Term Investments.  We classify investments in debt securities as available-for-sale as of the balance sheet date and report them at fair value. We record unrealized gains and losses, net of income tax, as other comprehensive income or loss. We report realized gains or losses, as determined on a specific identification basis, and other-than-temporary declines in value, if any, in net other expense in our consolidated statement of comprehensive loss. We assess declines in the value of individual investments to determine whether the decline is other-than-temporary and thus the investment is impaired. We make these assessments by considering available evidence, including changes in general market conditions, specific industry and individual company data, the length of time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the individual company and our intent and ability to hold the investment. See Note 10 for additional information.

Handset and Accessory Inventory.  We record handsets and accessories at the lower of cost or market. We determine cost by the weighted average costing method. We expense handset costs at the time of sale and classify such costs in cost of handsets and accessories. Inventory cost includes amounts associated with non-income based taxes.

We analyze the net realizable value and replacement cost of handset and accessory inventory on a periodic basis. This analysis includes an assessment of the obsolescence of individual devices, our sales forecasts and other factors. For the years ended December 31, 2014, 2013 and 2012, we recorded losses related to inventory obsolescence of $40.8 million, $70.2 million and $1.5 million, respectively, which included $14.1 million in 2013 related to expected losses on firm purchase commitments.

Property, Plant and Equipment.  We record property, plant and equipment, including improvements that extend useful lives or enhance functionality, at cost, while we charge maintenance and repairs to operations as incurred. We capitalize internal and external costs incurred to develop internal-use software, which consist primarily of costs related to configuration, interfaces, installation and testing. We also capitalize internal and external costs incurred to develop specified upgrades and enhancements if they result in significant additional functionalities for our existing software. We expense all costs related to evaluation of software needs, data conversion, training, maintenance and other post-implementation operating activities.

We calculate depreciation using the straight-line method based on estimated useful lives ranging from 3 to 30 years for network equipment, communication towers and software and 3 to 10 years for office equipment, furniture and fixtures, and other, which includes non-network internal use software. We include depreciation expense on our capital leases in accumulated depreciation. We amortize leasehold improvements over the shorter of the lease terms or the useful lives of the improvements.

Construction in progress includes internal and external labor, materials, transmission and related equipment, engineering, site development, interest and other costs relating to the construction and development of our digital wireless networks. We do not depreciate assets under construction until they are ready for their intended use. We capitalize interest and other costs, including labor and software upgrades, which are applicable to the construction of, and significant improvements that enhance functionality to, our network equipment.

We periodically review the depreciation method, useful lives and estimated salvage value of our property, plant and equipment and revise those estimates if current estimates are significantly different from previous estimates.

During the fourth quarter of 2013, we reviewed the useful lives of our communication towers and determined that the useful lives of some of these towers should be increased to 30 years compared to the 10- or 15-year useful lives over which we were previously depreciating these sites. As a result of this change in useful lives, our depreciation expense decreased by approximately $80.0 million in 2014.

Asset Retirement Obligations.  We record an asset retirement obligation and an associated asset retirement cost when we have a legal obligation in connection with the retirement of tangible long-lived assets. Our obligations arise from certain of our leases and relate primarily to the cost of removing our communication towers and network equipment from leased sites. We recognize an asset retirement obligation, and the associated asset retirement cost, in the period in which it is incurred at fair value computed using discounted cash flow techniques. The liability is then accreted over time until the obligation is settled and the asset retirement cost is depreciated over the useful life of the related assets.

We make adjustments for changes to either the timing or amount of the estimated future settlement obligation in the period incurred. We recognize increases in the present value of the asset retirement obligations as an additional liability and add this amount to the carrying amount of the associated asset retirement cost. We record decreases as a reduction in both the recorded liability and the carrying amount of the associated asset retirement cost. To the extent that the decrease in the recorded liability exceeds the carrying amount of the associated asset retirement cost, we record the excess as a component of operating income. For the year ended December 31, 2013, we recorded a $75.9 million reduction to our asset retirement obligations as the result of a change in the timing and amount of estimated future settlements, of which $48.3 million represented the amount of the liability that was in excess of the carrying amount of the associated asset retirement cost.

As of December 31, 2014 and 2013, our asset retirement obligations were as follows (in thousands):

	2014			2013
Balance, January 1	$	49,879		$	102,465
New asset retirement obligations	8,718			18,292
Change in assumptions	(2,096		)	(75,900		)
Accretion	6,531			17,171
Settlement of asset retirement obligations	(9,844		)	323
Foreign currency translation and other	(9,650		)	(12,472		)
Balance, December 31	$	43,538		$	49,879

Derivative Financial Instruments.  We enter into derivative transactions for risk management purposes only. We have not and will not enter into any derivative transactions for speculative or profit generating purposes. As of December 31, 2014 and 2013, the values of our derivative instruments were not material.

Valuation of Long-Lived Assets.  We review long-lived assets such as property, plant and equipment and identifiable intangible assets with definite useful lives, which include our licenses, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the total of the expected undiscounted future cash flows of the asset or asset group is less than the carrying amount of the asset, we recognize a loss, if any, for the difference between the fair value and carrying value of the asset.

Intangible Assets.  Substantially all of our intangible assets are wireless telecommunications licenses. We amortize our intangible assets using the straight-line method over the estimated period benefited. We amortize licenses acquired after our emergence from reorganization in 2002 over their estimated useful lives of 3 to 20 years. In the countries in which we operate, licenses are customarily issued conditionally for specified periods of time ranging from 10 to 40 years, including renewals. The licenses are generally renewable provided the licensee has complied with applicable rules and policies. We believe we have complied with these standards in all material respects. However, the political and regulatory environments in the markets we serve are continuously changing and, in many cases, the renewal fees could be significant. Therefore, we do not view the renewal of our licenses to be perfunctory. In addition, the wireless telecommunications industry is experiencing significant technological change, and the commercial life of any particular technology is difficult to predict. Our licenses in Mexico give us the right to use 800 MHz spectrum that is non-contiguous, and the iDEN technology is the only commercially available technology that operates on non-contiguous spectrum. As a result, our ability to deploy new technologies using 800 MHz spectrum in Mexico may be limited. In light of these uncertainties, we classify our licenses as definite lived intangible assets.

Revenue Recognition.  Operating revenues primarily consist of wireless service revenues and revenues generated from the sale of handsets and accessories. We present our operating revenues net of value-added taxes, but we include certain revenue-based taxes that are our primary obligation.

Service revenues primarily consist of fixed monthly access charges. Other components of service revenue include revenues from calling party pays programs, where applicable, variable charges for airtime usage in excess of plan minutes, long-distance charges, international roaming revenues derived from calls placed by our subscribers on other carriers’ networks and revenues generated from broadband data services we provide on our WCDMA networks, net of credits and adjustments for service discounts and value-added taxes. We recognize excess usage, local, long distance and calling party pays revenue at contractual rates per minute as minutes are used. We record cash received in excess of revenues earned as deferred revenues. We recognize service revenue as service is provided. We recognize handset revenue when title and risk of loss passes to the customer.

We bill excess usage to certain of our subscribers in arrears. In order to recognize the revenues originating from excess usage subsequent to subscriber invoicing, we estimate the unbilled portion based on the usage that the handset had during the part of the month already billed, and we use this actual usage to estimate the unbilled usage for the rest of the month taking into consideration working days and seasonality. Our estimates are based on our experience in each market. We periodically evaluate our estimates by comparing them to actual excess usage revenue billed the following month. While our estimates have been consistent with our actual results, actual usage in future periods could differ from our estimates.

Other revenues primarily include amounts generated from our handset maintenance programs, roaming revenues generated from other companies’ subscribers that roam on our networks and co-location rental revenues from third party tenants that rent space on our towers. We recognize revenue generated from our handset maintenance programs on a monthly basis at fixed amounts over the service period. We recognize roaming revenues at contractual rates per minute as minutes are used. We recognize co-location revenues from third party tenants on a monthly basis based on the terms set by the underlying agreements.

Revenue-Based Taxes.  We record revenue-based taxes and other excise taxes on a gross basis as a component of both service and other revenues and selling, general and administrative expenses in our consolidated financial statements. For the years ended December 31, 2014, 2013 and 2012, we had $120.6 million, $166.0 million and $211.5 million, respectively, in revenue-based taxes and other excise taxes.

Accounts Receivable. Accounts receivable represents amounts due from subscribers, net of an allowance for doubtful accounts, and includes amounts that have been billed to customers and amounts that have not yet been billed. Trade accounts receivable consists of fixed monthly charges, as well as charges for excess and roaming minutes used in arrears.

Allowance for Doubtful Accounts.  We establish an allowance for doubtful accounts receivable sufficient to cover probable and reasonably estimated losses. We estimate this allowance based on historical experience, aging of accounts receivable and individual subscriber payment history. While we believe that the estimates we use are reasonable, actual results could differ from those estimates.

Subscriber Related Direct Costs.  We recognize all costs of handset sales when title and risk of loss passes upon delivery of the handset to the subscriber.

Advertising Costs.  We expense costs related to advertising and other promotional expenditures as incurred. Advertising costs totaled $146.9 million, $142.5 million and $159.8 million during the years ended December 31, 2014, 2013 and 2012, respectively.

Stock-Based Compensation.  We measure and recognize compensation expense for all stock-based compensation awards based on estimated fair values. We account for share-based awards exchanged for employee services in accordance with the authoritative guidance for stock compensation. Under the guidance, stock compensation expense is measured at the grant date, based on the estimated fair value of the award when settled in shares, and is recognized, net of estimated forfeitures, over the employee's requisite service period. Compensation expense is amortized on a straight-line basis over the requisite service period for the entire award, which is generally the maximum vesting period of the award. Our stock options and restricted shares generally vest thirty-three percent per year over a three-year period. See Note 14 for more information.

Net Loss Per Common Share, Basic and Diluted.  Basic net loss per common share is computed by dividing adjusted net loss attributable to common shares by the weighted average number of common shares outstanding for the period. Diluted net loss per common share reflects the potential dilution of securities that could participate in our earnings, but not securities that are antidilutive, including stock options with an exercise price greater than the average market price of our common stock.

Our unvested restricted stock awards, or RSAs, contain non-forfeitable rights to dividends, whether paid or unpaid. As a result, our RSAs are considered participating securities because their holders have the right to participate in earnings with common stockholders. We use the two-class method to allocate net income between common shares and other participating securities.

As presented for the years ended December 31, 2014, 2013 and 2012, our calculation of diluted net loss per common share is based on the weighted average number of common shares outstanding during the period and does not include other potential common shares, including shares issuable upon the potential exercise of stock options under our stock-based employee compensation plans or restricted common shares issued under those plans. In addition, for the years ended December 31, 2014, 2013 and 2012, we did not include 5.4 million, 10.8 million or 16.8 million stock options, respectively, and 0.9 million, 2.8 million or 2.0 million in restricted stock, respectively, in our calculation of diluted net loss per common share because their effect would have been antidilutive to our net loss per common share for those periods.

Income Taxes. We account for income taxes using the asset and liability method, under which we recognize deferred income taxes for the tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as well as for tax loss carryforwards and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. We recognize the effect on deferred taxes of a change in tax rates in income in the period that includes the enactment date. We provide a valuation allowance against deferred tax assets if, based upon the weight of available evidence, we do not believe it is “more-likely-than-not” that some or all of the deferred tax assets will be realized.

Reclassifications. We have reclassified some prior period amounts in our consolidated financial statements to conform to our current year presentation.

New Accounting Pronouncements.  On May 28, 2014, the Financial Accounting Standards Board, or the FASB, issued new authoritative guidance surrounding revenue recognition, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This new authoritative guidance will replace most existing revenue recognition guidance when it becomes effective. The new standard is effective on January 1, 2017, and early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that the new revenue recognition guidance will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

On April 10, 2014, the FASB issued new authoritative guidance surrounding discontinued operations and disclosures of components of an entity, which updates the definition of discontinued operations. Going forward only those disposals of components of an entity that represent a strategic shift that has or will have a major effect on an entity's operations and financial results will be reported as discontinued operations in a company's financial statements. The new standard is effective for disposals of components of an entity that occur within annual periods beginning on or after December 15, 2014, and early adoption is permitted. We intend to adopt this standard in the first quarter of 2015. We do not expect the adoption of this standard to have a material impact on our financial statements.

On August 27, 2014, the FASB issued new authoritative guidance surrounding the evaluation and disclosures of uncertainties about an entity's ability to continue as a going concern. The new guidance requires management to perform an assessment of going concern and, under certain circumstances, disclose information regarding this assessment in the footnotes to the financial statements.  The new standard is effective for periods beginning after December 15, 2016. We intend to adopt this standard in the first quarter of 2017. We do not expect the adoption of this standard to have a material impact on our financial statements.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States, or the U.S., requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, actual results to be reported in future periods could differ from our estimates.

Consolidation, Policy [Policy Text Block]

Principles of Consolidation.  The consolidated financial statements include the accounts of NII Holdings and our subsidiaries. Our decision to consolidate an entity is based on our control of the entity through direct and indirect majority interest in the entity. We eliminate all significant intercompany transactions, including intercompany profits and losses, in consolidation.

We refer to our subsidiaries by the countries in which they operate, such as Nextel Brazil, Nextel Mexico and Nextel Argentina.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of Risk.  All of our revenues are generated from our operations located in Brazil, Mexico and Argentina. Regulatory entities in each country regulate the licensing, construction, acquisition, ownership and operation of our networks, and certain other aspects of our business, including some of the rates we charge our subscribers. Changes in the current telecommunications statutes or regulations in any of these countries could adversely affect our business. In addition, as of December 31, 2014 and 2013, $4.7 billion and $6.4 billion, respectively, of our assets were owned by Nextel Brazil and Nextel Mexico. Political, financial and economic developments in Brazil and Mexico could impact the recoverability of our assets.

Motorola Solutions is the primary supplier for iDEN network equipment, and Motorola Mobility is the primary supplier of iDEN handsets. We expect to continue to rely on Motorola Solutions and Motorola Mobility for iDEN network equipment and handsets. The recent significant reduction in demand for iDEN network equipment and handsets may make it uneconomical for Motorola Solutions to continue to provide the same level of ongoing support for our iDEN networks and could also affect Motorola Mobility's ability or willingness to provide iDEN handsets. As a result, we may not be able to adequately service our existing iDEN subscribers or attract new iDEN subscribers. The impact of this transition is particularly significant in Argentina where we do not currently hold spectrum that supports the deployment of a WCDMA or LTE network.

Financial instruments that potentially subject us to significant amounts of credit risk consist of cash, cash equivalents, short-term investments and accounts receivable. Our cash and cash equivalents are deposited with high-quality financial institutions. At times, we maintain cash balances in excess of Federal Deposit Insurance Corporation (or the foreign country equivalent institution) limits. Our short-term investments are composed of investments in U.S. treasury securities, investments in corporate bonds and certain investments made by Nextel Brazil and Nextel Argentina. See Note 10 for further information. Our accounts receivable are generally unsecured. In some cases, for certain higher risk subscribers, we require a subscriber deposit. We routinely assess the credit worthiness of our subscribers and maintain allowances for probable losses, where necessary.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency.  We translate the results of operations for our non-U.S. subsidiaries and affiliates from the designated functional currency to the U.S. dollar using average exchange rates during the relevant period, while we translate assets and liabilities at the exchange rate in effect at the reporting date. We translate equity balances at historical rates. We report the resulting gains or losses from translating foreign currency financial statements as other comprehensive income or loss.

In general, monetary assets and liabilities held by our operating subsidiaries that are denominated in U.S. dollars give rise to realized and unrealized foreign currency transaction gains and losses, which we record in the consolidated statement of comprehensive loss as foreign currency transaction losses, net. We report the effects of changes in exchange rates associated with certain U.S. dollar-denominated intercompany loans and advances to our foreign subsidiaries that are of a long-term investment nature as other comprehensive income or loss in our consolidated financial statements. We have determined that certain U.S. dollar-denominated intercompany loans and advances to Nextel Brazil are of a long-term investment nature.

The authorities in some of our markets have, from time to time, used formal and informal restrictions to limit the convertibility of currency and our ability to repatriate capital from our market operations to their parent companies. For example, the Argentine government continues to impose formal and informal limitations on our ability to repatriate funds and repay intercompany contractual obligations.

Restricted Cash Policy [Policy Text Block]

Restricted Cash.

As of December 31, 2014, we had $107.8 million in restricted cash, the majority of which was included in other long-term assets and was comprised of cash held in escrow in connection with the sale of Nextel Peru, judicial deposits in Nextel Brazil and a debt service reserve account related to Nextel Mexico's equipment financing facility.

As of December 31, 2013, we had $120.5 million in restricted cash, the majority of which was included in other long-term assets and was comprised of cash held in escrow in connection with the sale of Nextel Peru, a debt service reserve account related to Nextel Mexico's equipment financing facility, judicial deposits in Nextel Brazil, purchase commitments for handsets and cash collateral supporting the lease of our corporate headquarters.

Short-Term Investments [Policy Text Block]

Short-Term Investments.  We classify investments in debt securities as available-for-sale as of the balance sheet date and report them at fair value. We record unrealized gains and losses, net of income tax, as other comprehensive income or loss. We report realized gains or losses, as determined on a specific identification basis, and other-than-temporary declines in value, if any, in net other expense in our consolidated statement of comprehensive loss. We assess declines in the value of individual investments to determine whether the decline is other-than-temporary and thus the investment is impaired. We make these assessments by considering available evidence, including changes in general market conditions, specific industry and individual company data, the length of time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the individual company and our intent and ability to hold the investment. See Note 10 for additional information.

Inventory, Policy [Policy Text Block]

Handset and Accessory Inventory.  We record handsets and accessories at the lower of cost or market. We determine cost by the weighted average costing method. We expense handset costs at the time of sale and classify such costs in cost of handsets and accessories. Inventory cost includes amounts associated with non-income based taxes.

We analyze the net realizable value and replacement cost of handset and accessory inventory on a periodic basis. This analysis includes an assessment of the obsolescence of individual devices, our sales forecasts and other factors. For the years ended December 31, 2014, 2013 and 2012, we recorded losses related to inventory obsolescence of $40.8 million, $70.2 million and $1.5 million, respectively, which included $14.1 million in 2013 related to expected losses on firm purchase commitments.

Property, Plant and Equipment, Policy [Policy Text Block]

Property, Plant and Equipment.  We record property, plant and equipment, including improvements that extend useful lives or enhance functionality, at cost, while we charge maintenance and repairs to operations as incurred. We capitalize internal and external costs incurred to develop internal-use software, which consist primarily of costs related to configuration, interfaces, installation and testing. We also capitalize internal and external costs incurred to develop specified upgrades and enhancements if they result in significant additional functionalities for our existing software. We expense all costs related to evaluation of software needs, data conversion, training, maintenance and other post-implementation operating activities.

We calculate depreciation using the straight-line method based on estimated useful lives ranging from 3 to 30 years for network equipment, communication towers and software and 3 to 10 years for office equipment, furniture and fixtures, and other, which includes non-network internal use software. We include depreciation expense on our capital leases in accumulated depreciation. We amortize leasehold improvements over the shorter of the lease terms or the useful lives of the improvements.

Construction in progress includes internal and external labor, materials, transmission and related equipment, engineering, site development, interest and other costs relating to the construction and development of our digital wireless networks. We do not depreciate assets under construction until they are ready for their intended use. We capitalize interest and other costs, including labor and software upgrades, which are applicable to the construction of, and significant improvements that enhance functionality to, our network equipment.

We periodically review the depreciation method, useful lives and estimated salvage value of our property, plant and equipment and revise those estimates if current estimates are significantly different from previous estimates.

During the fourth quarter of 2013, we reviewed the useful lives of our communication towers and determined that the useful lives of some of these towers should be increased to 30 years compared to the 10- or 15-year useful lives over which we were previously depreciating these sites. As a result of this change in useful lives, our depreciation expense decreased by approximately $80.0 million in 2014.

Asset Retirement Obligations, Policy [Policy Text Block]

Asset Retirement Obligations.  We record an asset retirement obligation and an associated asset retirement cost when we have a legal obligation in connection with the retirement of tangible long-lived assets. Our obligations arise from certain of our leases and relate primarily to the cost of removing our communication towers and network equipment from leased sites. We recognize an asset retirement obligation, and the associated asset retirement cost, in the period in which it is incurred at fair value computed using discounted cash flow techniques. The liability is then accreted over time until the obligation is settled and the asset retirement cost is depreciated over the useful life of the related assets.

We make adjustments for changes to either the timing or amount of the estimated future settlement obligation in the period incurred. We recognize increases in the present value of the asset retirement obligations as an additional liability and add this amount to the carrying amount of the associated asset retirement cost. We record decreases as a reduction in both the recorded liability and the carrying amount of the associated asset retirement cost. To the extent that the decrease in the recorded liability exceeds the carrying amount of the associated asset retirement cost, we record the excess as a component of operating income. For the year ended December 31, 2013, we recorded a $75.9 million reduction to our asset retirement obligations as the result of a change in the timing and amount of estimated future settlements, of which $48.3 million represented the amount of the liability that was in excess of the carrying amount of the associated asset retirement cost.

As of December 31, 2014 and 2013, our asset retirement obligations were as follows (in thousands):

	2014			2013
Balance, January 1	$	49,879		$	102,465
New asset retirement obligations	8,718			18,292
Change in assumptions	(2,096		)	(75,900		)
Accretion	6,531			17,171
Settlement of asset retirement obligations	(9,844		)	323
Foreign currency translation and other	(9,650		)	(12,472		)
Balance, December 31	$	43,538		$	49,879

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Valuation of Long-Lived Assets.  We review long-lived assets such as property, plant and equipment and identifiable intangible assets with definite useful lives, which include our licenses, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the total of the expected undiscounted future cash flows of the asset or asset group is less than the carrying amount of the asset, we recognize a loss, if any, for the difference between the fair value and carrying value of the asset.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Intangible Assets.  Substantially all of our intangible assets are wireless telecommunications licenses. We amortize our intangible assets using the straight-line method over the estimated period benefited. We amortize licenses acquired after our emergence from reorganization in 2002 over their estimated useful lives of 3 to 20 years. In the countries in which we operate, licenses are customarily issued conditionally for specified periods of time ranging from 10 to 40 years, including renewals. The licenses are generally renewable provided the licensee has complied with applicable rules and policies. We believe we have complied with these standards in all material respects. However, the political and regulatory environments in the markets we serve are continuously changing and, in many cases, the renewal fees could be significant. Therefore, we do not view the renewal of our licenses to be perfunctory. In addition, the wireless telecommunications industry is experiencing significant technological change, and the commercial life of any particular technology is difficult to predict. Our licenses in Mexico give us the right to use 800 MHz spectrum that is non-contiguous, and the iDEN technology is the only commercially available technology that operates on non-contiguous spectrum. As a result, our ability to deploy new technologies using 800 MHz spectrum in Mexico may be limited. In light of these uncertainties, we classify our licenses as definite lived intangible assets.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition.  Operating revenues primarily consist of wireless service revenues and revenues generated from the sale of handsets and accessories. We present our operating revenues net of value-added taxes, but we include certain revenue-based taxes that are our primary obligation.

Service revenues primarily consist of fixed monthly access charges. Other components of service revenue include revenues from calling party pays programs, where applicable, variable charges for airtime usage in excess of plan minutes, long-distance charges, international roaming revenues derived from calls placed by our subscribers on other carriers’ networks and revenues generated from broadband data services we provide on our WCDMA networks, net of credits and adjustments for service discounts and value-added taxes. We recognize excess usage, local, long distance and calling party pays revenue at contractual rates per minute as minutes are used. We record cash received in excess of revenues earned as deferred revenues. We recognize service revenue as service is provided. We recognize handset revenue when title and risk of loss passes to the customer.

We bill excess usage to certain of our subscribers in arrears. In order to recognize the revenues originating from excess usage subsequent to subscriber invoicing, we estimate the unbilled portion based on the usage that the handset had during the part of the month already billed, and we use this actual usage to estimate the unbilled usage for the rest of the month taking into consideration working days and seasonality. Our estimates are based on our experience in each market. We periodically evaluate our estimates by comparing them to actual excess usage revenue billed the following month. While our estimates have been consistent with our actual results, actual usage in future periods could differ from our estimates.

Other revenues primarily include amounts generated from our handset maintenance programs, roaming revenues generated from other companies’ subscribers that roam on our networks and co-location rental revenues from third party tenants that rent space on our towers. We recognize revenue generated from our handset maintenance programs on a monthly basis at fixed amounts over the service period. We recognize roaming revenues at contractual rates per minute as minutes are used. We recognize co-location revenues from third party tenants on a monthly basis based on the terms set by the underlying agreements.

Revenue Based Taxes Policy [Policy Text Block]

Revenue-Based Taxes.  We record revenue-based taxes and other excise taxes on a gross basis as a component of both service and other revenues and selling, general and administrative expenses in our consolidated financial statements. For the years ended December 31, 2014, 2013 and 2012, we had $120.6 million, $166.0 million and $211.5 million, respectively, in revenue-based taxes and other excise taxes.

Receivables, Policy [Policy Text Block]

Accounts Receivable. Accounts receivable represents amounts due from subscribers, net of an allowance for doubtful accounts, and includes amounts that have been billed to customers and amounts that have not yet been billed. Trade accounts receivable consists of fixed monthly charges, as well as charges for excess and roaming minutes used in arrears.

Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]

Allowance for Doubtful Accounts.  We establish an allowance for doubtful accounts receivable sufficient to cover probable and reasonably estimated losses. We estimate this allowance based on historical experience, aging of accounts receivable and individual subscriber payment history. While we believe that the estimates we use are reasonable, actual results could differ from those estimates.

Subscriber Related Direct Costs [Policy Text Block]

Subscriber Related Direct Costs.  We recognize all costs of handset sales when title and risk of loss passes upon delivery of the handset to the subscriber.

Advertising Costs, Policy [Policy Text Block]

Advertising Costs.  We expense costs related to advertising and other promotional expenditures as incurred. Advertising costs totaled $146.9 million, $142.5 million and $159.8 million during the years ended December 31, 2014, 2013 and 2012, respectively.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation.  We measure and recognize compensation expense for all stock-based compensation awards based on estimated fair values. We account for share-based awards exchanged for employee services in accordance with the authoritative guidance for stock compensation. Under the guidance, stock compensation expense is measured at the grant date, based on the estimated fair value of the award when settled in shares, and is recognized, net of estimated forfeitures, over the employee's requisite service period. Compensation expense is amortized on a straight-line basis over the requisite service period for the entire award, which is generally the maximum vesting period of the award. Our stock options and restricted shares generally vest thirty-three percent per year over a three-year period. See Note 14 for more information.

Earnings Per Share, Policy [Policy Text Block]

Net Loss Per Common Share, Basic and Diluted.  Basic net loss per common share is computed by dividing adjusted net loss attributable to common shares by the weighted average number of common shares outstanding for the period. Diluted net loss per common share reflects the potential dilution of securities that could participate in our earnings, but not securities that are antidilutive, including stock options with an exercise price greater than the average market price of our common stock.

Our unvested restricted stock awards, or RSAs, contain non-forfeitable rights to dividends, whether paid or unpaid. As a result, our RSAs are considered participating securities because their holders have the right to participate in earnings with common stockholders. We use the two-class method to allocate net income between common shares and other participating securities.

As presented for the years ended December 31, 2014, 2013 and 2012, our calculation of diluted net loss per common share is based on the weighted average number of common shares outstanding during the period and does not include other potential common shares, including shares issuable upon the potential exercise of stock options under our stock-based employee compensation plans or restricted common shares issued under those plans. In addition, for the years ended December 31, 2014, 2013 and 2012, we did not include 5.4 million, 10.8 million or 16.8 million stock options, respectively, and 0.9 million, 2.8 million or 2.0 million in restricted stock, respectively, in our calculation of diluted net loss per common share because their effect would have been antidilutive to our net loss per common share for those periods.

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The components of our accumulated other comprehensive loss, net of taxes, are as follows:

	December 31, 2014			December 31, 2013
	(in thousands)
Cumulative foreign currency translation adjustment	$	(1,326,003	)	$	(951,271	)
Other	(5,350		)	(4,806		)
	$	(1,331,353	)	$	(956,077	)

Reclassification, Policy [Policy Text Block]

Reclassifications. We have reclassified some prior period amounts in our consolidated financial statements to conform to our current year presentation.

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Pronouncements.  On May 28, 2014, the Financial Accounting Standards Board, or the FASB, issued new authoritative guidance surrounding revenue recognition, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This new authoritative guidance will replace most existing revenue recognition guidance when it becomes effective. The new standard is effective on January 1, 2017, and early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that the new revenue recognition guidance will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.

On April 10, 2014, the FASB issued new authoritative guidance surrounding discontinued operations and disclosures of components of an entity, which updates the definition of discontinued operations. Going forward only those disposals of components of an entity that represent a strategic shift that has or will have a major effect on an entity's operations and financial results will be reported as discontinued operations in a company's financial statements. The new standard is effective for disposals of components of an entity that occur within annual periods beginning on or after December 15, 2014, and early adoption is permitted. We intend to adopt this standard in the first quarter of 2015. We do not expect the adoption of this standard to have a material impact on our financial statements.

On August 27, 2014, the FASB issued new authoritative guidance surrounding the evaluation and disclosures of uncertainties about an entity's ability to continue as a going concern. The new guidance requires management to perform an assessment of going concern and, under certain circumstances, disclose information regarding this assessment in the footnotes to the financial statements.  The new standard is effective for periods beginning after December 15, 2016. We intend to adopt this standard in the first quarter of 2017. We do not expect the adoption of this standard to have a material impact on our financial statements.

XML

Schedule I - Condensed Financial Information of Registrant (Income Statement) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Income Statements, Captions [Line Items]
Operating revenues	$ 854,231	$ 926,727	$ 951,981	$ 955,781	$ 1,063,767	$ 1,085,633	$ 1,245,451	$ 1,316,716	$ 3,688,720	$ 4,711,567	$ 5,693,235
Selling, general and administrative									1,699,058	1,941,773	2,261,922
Total operating expenses									4,800,200	5,080,172	5,199,493
Operating income (loss)	(335,737)	(212,900)	(350,553)	(212,290)	(155,666)	(127,889)	(40,653)	(44,397)	(1,111,480)	(368,605)	493,742
Interest expense, net									(449,345)	(526,530)	(359,795)
Intercompany interest expense									0	0	0
Interest income									66,425	43,327	33,785
Intercompany interest income									0	0	0
Equity in income of affiliates									0	0	0
Other income (expense), net									(6,721)	(12,859)	(28,097)
Total other expense									(520,140)	(619,431)	(417,437)
(Loss) income from continuing operations before reorganization items and income tax provision									(1,631,620)	(988,036)	76,305
Reorganization Items									(71,601)	0	0
Income tax provision (Note 13)									(74,091)	(446,052)	(158,144)
Net loss									(1,957,698)	(1,649,599)	(765,249)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment									(340,847)	(334,893)	(97,589)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax									(33,885)	0	0
Other									(544)	2,257	(1,802)
Other comprehensive loss									(375,276)	(332,636)	(99,391)
Net loss									(1,957,698)	(1,649,599)	(765,249)
Total comprehensive loss									(2,332,974)	(1,982,235)	(864,640)
NII Holdings Inc. (Parent) [Member]
Condensed Income Statements, Captions [Line Items]
Operating revenues									0	0	0
Selling, general and administrative									2,145	3,136	3,180
Total operating expenses									2,145	3,136	3,180
Operating income (loss)									(2,145)	(3,136)	(3,180)
Interest expense, net									(570)	(562)	(23,646)
Intercompany interest expense									(165,324)	(234,799)	(215,501)
Interest income									280	913	15,292
Intercompany interest income									411	1,340	1
Equity in income of affiliates									(1,805,438)	(1,473,856)	(639,902)
Other income (expense), net									8,212	36,017	86,324
Other Nonoperating Income (All)									8,212	36,017	86,324
Total other expense									(1,962,429)	(1,670,947)	(777,432)
(Loss) income from continuing operations before reorganization items and income tax provision									(1,964,574)	(1,674,083)	(780,612)
Reorganization Items									(291)	0	0
Income tax provision (Note 13)									7,167	24,484	15,363
Net loss									(1,957,698)	(1,649,599)	(765,249)
Comprehensive loss, net of income taxes
Foreign currency translation adjustment									(340,847)	(334,893)	(97,589)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax									(33,885)	0	0
Other									(544)	2,257	(1,802)
Other comprehensive loss									(375,276)	(332,636)	(99,391)
Net loss									(1,957,698)	(1,649,599)	(765,249)
Total comprehensive loss									$ (2,332,974)	$ (1,982,235)	$ (864,640)

XML

Chapter 11 Bankruptcy Proceedings Combined Income Statement (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Operating revenues	$ 854,231	$ 926,727	$ 951,981	$ 955,781	$ 1,063,767	$ 1,085,633	$ 1,245,451	$ 1,316,716	$ 3,688,720	$ 4,711,567	$ 5,693,235
Selling, general and administrative									1,699,058	1,941,773	2,261,922
Restructuring, Settlement and Impairment Provisions									220,742	168,543	30,401
Total operating expenses									4,800,200	5,080,172	5,199,493
Operating income (loss)	(335,737)	(212,900)	(350,553)	(212,290)	(155,666)	(127,889)	(40,653)	(44,397)	(1,111,480)	(368,605)	493,742
Interest Expense									(449,345)	(526,530)	(359,795)
Intercompany interest expense									0	0	0
Intercompany interest income									0	0	0
Other income (expense), net									(6,721)	(12,859)	(28,097)
Total other expense									(520,140)	(619,431)	(417,437)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest									(1,631,620)	(988,036)	76,305
Reorganization Items									(71,601)	0	0
Income Tax Expense (Benefit)									74,091	446,052	158,144
Net loss									(1,957,698)	(1,649,599)	(765,249)
Foreign currency translation adjustment									(340,847)	(334,893)	(97,589)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax									(33,885)	0	0
Other									(544)	2,257	(1,802)
Total comprehensive loss									(2,332,974)	(1,982,235)	(864,640)
Chapter 11 Entities [Member]
Operating revenues									351
Selling, general and administrative									148,538
Restructuring, Settlement and Impairment Provisions									63,393
Management Fee Expense									(49,010)
Depreciation, Amortization and Accretion, Net									19,309
Total operating expenses									182,230
Operating income (loss)									(181,879)
Interest Expense									(287,630)
Intercompany interest expense									(50)
Interest Income, Other									900
Intercompany interest income									34,507
Equity In Losses Of Non-Debtor Subsidiaries									(1,460,247)
Other income (expense), net									8,302
Total other expense									(1,704,218)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest									(1,886,097)
Reorganization Items									(71,601)
Income Tax Expense (Benefit)									0
Net loss									(1,957,698)
Foreign currency translation adjustment									(340,847)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax									(33,885)
Other									(544)
Other Comprehensive Income (Loss), Net of Tax									(375,276)
Total comprehensive loss									$ (2,332,974)

XML

Segment Information (Tables)

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Segment Reporting Information

	Brazil			Mexico			Argentina		Corporate and Eliminations				Consolidated
	(in thousands)
Year Ended December 31, 2014
Operating revenues	$	1,848,918		$	1,417,163		$	424,972	$	(2,333	)		$	3,688,720
Segment (losses) earnings	$	(133,691	)	$	(90,481	)	$	76,241	$	(144,733	)		$	(292,664	)
Less:
Impairment and restructuring charges													(220,742		)
Gain on sale of towers													74,631
Depreciation and amortization													(672,705		)
Foreign currency transaction losses, net													(130,499		)
Interest expense and other, net													(389,641		)
Loss from continuing operations before reorganization items and income tax provision													$	(1,631,620	)
Capital expenditures	$	218,855		$	168,750		$	26,308	$	14,507			$	428,420
Year Ended December 31, 2013
Operating revenues	$	2,208,034		$	1,872,697		$	636,448	$	(5,612	)		$	4,711,567
Segment earnings (losses)	$	311,129		$	179,896		$	179,418	$	(177,578	)		$	492,865
Less:
Impairment and restructuring charges													(168,543		)
Depreciation and amortization													(692,927		)
Foreign currency transaction losses, net													(123,369		)
Interest expense and other, net													(496,062		)
Loss from continuing operations before income tax provision													$	(988,036	)
Capital expenditures	$	461,458		$	375,522		$	21,183	$	13,931			$	872,094
Year Ended December 31, 2012
Operating revenues	$	2,902,350		$	2,109,573		$	685,201	$	(3,889	)		$	5,693,235
Segment earnings (losses)	$	674,632		$	561,059		$	180,956	$	(287,343	)		$	1,129,304
Less:
Impairment and restructuring charges													(30,401		)
Depreciation and amortization													(605,161		)
Foreign currency transaction losses, net													(63,330		)
Interest expense and other, net													(354,107		)
Income from continuing operations before income tax provision													$	76,305
Capital expenditures	$	632,796		$	523,555		$	56,825	$	92,520			$	1,305,696
December 31, 2014
Identifiable assets	$	2,991,959		$	1,721,710		$	279,714	$	437,208			$	5,430,591
December 31, 2013
Identifiable assets	$	3,705,642		$	2,695,091		$	451,041	$	1,828,180		(1)	$	8,679,954

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) In Thousands, except Share data	Total	Accumulated Other Comprehensive Loss	Retained Earnings	Paid-in Capital	Common Stock
Beginning Balance, Value at Dec. 31, 2011	$ 3,138,082	$ (524,050)	$ 2,221,882	$ 1,440,079	$ 171
Beginning Balance, Shares at Dec. 31, 2011					171,177,000
Net loss	(765,249)		(765,249)
Other comprehensive loss	(99,391)	(99,391)
Purchase of convertible notes	(526)			(526)
Share-based payment expense for equity-based awards	43,533			43,533
Exercise of stock options, Shares					476,000
Ending Balance, Value at Dec. 31, 2012	2,316,449	(623,441)	1,456,633	1,483,086	171
Ending Balance, Shares at Dec. 31, 2012					171,653,000
Net loss	(1,649,599)		(1,649,599)
Other comprehensive loss	(332,636)	(332,636)
Share-based payment expense for equity-based awards	21,173			21,172
Exercise of stock options, Shares					452,000
Ending Balance, Value at Dec. 31, 2013	355,387	(956,077)	(192,966)	1,504,258	172
Ending Balance, Shares at Dec. 31, 2013					172,105,000
Net loss	(1,957,698)		(1,957,698)
Other comprehensive loss	(375,276)	(375,276)
Share-based payment expense for equity-based awards	12,823			12,823
Exercise of stock options, Shares					258,000
Ending Balance, Value at Dec. 31, 2014	$ (1,964,764)	$ (1,331,353)	$ (2,150,664)	$ 1,517,081	$ 172
Ending Balance, Shares at Dec. 31, 2014					172,363,000

XML

Quarterly Financial Data (Unaudited) Quarterly Financial Data (Unaudited) - Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			12 Months Ended
	Sep. 30, 2014	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2012
Asset Impairment Charges	$ 47.9	$ 38.2	$ 85.3	$ 22.8

XML

Discontinued Operations (Notes)

12 Months Ended

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Sale of Nextel Peru. In August 2013, we, together with our wholly-owned subsidiaries NII Mercosur Telecom, S.L. and NII Mercosur Moviles, S.L., completed the sale of all of the outstanding equity interests of our wholly-owned subsidiary, Nextel del Peru, S.A., or Nextel Peru, to Empresa Nacional de Telecomunicaciones S.A. and one of its subsidiaries, Entel Inversiones, S.A., which we refer to collectively as Entel, for $405.5 million in cash, which includes $50.0 million that was deposited in escrow on our behalf to satisfy potential indemnification claims. In 2013, we recognized a $2.8 million loss on the disposal of Nextel Peru in connection with this sale. In April 2014, we released $7.5 million of the amounts held in escrow to Entel as a result of the settlement of certain indemnification claims, and in February 2015, we released an additional $2.0 million as a result of the settlement of certain tax indemnification claims. The remaining funds held in escrow continue to be available to satisfy potential future indemnification claims.

In connection with the sale of Nextel Chile and Nextel Peru, we have reported the results of these operating companies as discontinued operations in our consolidated financial statements. Accordingly, we reclassified Nextel Chile's and Nextel Peru's results of operations for all periods presented to reflect Nextel Chile and Nextel Peru as discontinued operations. Unless otherwise noted, amounts included in these notes to our consolidated financial statements exclude amounts attributable to discontinued operations. The major components of loss from discontinued operations related to Nextel Chile and Nextel Peru were as follows (in thousands):

	Year Ended December 31,
	2014			2013			2012
Operating revenues	$	38,596		$	265,979		$	393,227
Operating expenses	(228,578		)	(443,166		)	(1,010,229		)
Other expense, net	(19,989		)	(34,576		)	(2,443		)
Loss before income tax provision	(209,971		)	(211,763		)	(619,445		)
Income tax provision	—			(900		)	(63,965		)
	(209,971		)	(212,663		)	(683,410		)
Gain (loss) on disposal of Nextel Chile and Nextel Peru	29,585			(2,848		)	—
Loss from discontinued operations, net of income taxes	$	(180,386	)	$	(215,511	)	$	(683,410	)

The components of assets and liabilities related to discontinued operations as of December 31, 2013, all of which related to Nextel Chile, consisted of the following (in thousands):

	December 31, 2013
ASSETS
Cash and cash equivalents	$	3,448
Accounts receivable, net of allowance for doubtful accounts of $6,762	11,157
Handset and accessory inventory	5,965
Prepaid expenses and other	38,526
Property, plant and equipment, net	50,515
Intangible assets, net	13,300
Other assets	46,020
Total assets	$	168,931
LIABILITIES
Accounts payable	$	22,928
Accrued expenses and other	13,841
Other long-term liabilities	5,326
Total liabilities	$	42,095

XML

Property, Plant and Equipment (Property, Plant and Equipment Components) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment, Net [Abstract]
Land	$ 6,777	$ 7,663
Building and leashold improvements	137,235	190,258
Digital mobile network equipment and network software	4,074,786	4,735,361
Office equipment, furniture and fixtures and other	678,300	753,665
Corporate aircraft capital lease	0	42,747
Less: Accumulated depreciation and amortization	(2,669,566)	(2,907,939)
Property, plant and equipment, gross, total	2,227,532	2,821,755
Construction in progress	205,401	515,790
Property, plant and equipment, net	$ 2,432,933	$ 3,337,545

XML

Employee Stock and Benefit Plans (Narrative) (Details) (USD $)	12 Months Ended			0 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Apr. 23, 2012	Apr. 24, 2012
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term in Years, Maximum	4.81	4.81	4.78
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term in Years, Minimum	4.78	4.78	4.65
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	0.00%	0.00%	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	0.00%	0.00%	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	0.00%	0.00%	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	0.00%	0.00%	0.00%
Expected dividend yield	0.00%	0.00%	0.00%
Stock based compensation maximum limit	64,933,332
Remaining Authorized Shares					$ 9,731,179
Share-based Compensation Agreements, Maximum Contractual Term	10 years
Number of shares limit in aggregate shares made by chief executive officer	1,000,000
Number of restricted stock shares limit in aggregate made by chief executive officer	500,000
Share-based payment expense related to stock options	4,000,000	9,000,000	20,300,000
Share-based payment expense related to restricted stock	10,400,000	20,000,000	22,200,000
Employee Service Share Based Compensation Cash Received From Exercise Of Stock Options And Other Awards	86,000	1,000,000	2,000,000
Total fair value of options vested	16,400,000	39,100,000	54,300,000
Weighted average fair value of the stock option awards on their grant dates	$ 0.01	$ 4.64	$ 7.31
Total fair value of restricted stock vested	1,200,000	7,700,000
Weighted average fair value of the restricted stock awards on their grant dates	$ 0.85	$ 8.69	$ 16.97
Stock Options [Member]
Stock options, granted	1,752,921			1,752,921
Unrecognized compensation cost	5,200,000
Recognized over a weighted average period		1 year 3 months 8 days
Restricted Stock [Member]
Restricted stock, granted	3,605,538			2,271,555
Unrecognized compensation cost	$ 7,800,000
Recognized over a weighted average period	1 year 6 months 8 days
Restricted stock shares, vested	1,140,667
Weighted average fair value of the restricted stock awards on their grant dates	$ 16.80

XML

Debt (Annual Maturities of Long-Term Debt Outstanding) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2014
Debt [Abstract]
2012	$ 777,569
2013	71,376
2014	77,014
2015	67,416
2016	62,337
Thereafter	456,680
Total	$ 1,512,392

XML

Balance Sheet Details Restricted Cash (Policies)

12 Months Ended

Dec. 31, 2014

Cash and Cash Equivalents [Abstract]

Restricted Cash Policy [Policy Text Block]

Restricted Cash.

As of December 31, 2014, we had $107.8 million in restricted cash, the majority of which was included in other long-term assets and was comprised of cash held in escrow in connection with the sale of Nextel Peru, judicial deposits in Nextel Brazil and a debt service reserve account related to Nextel Mexico's equipment financing facility.

As of December 31, 2013, we had $120.5 million in restricted cash, the majority of which was included in other long-term assets and was comprised of cash held in escrow in connection with the sale of Nextel Peru, a debt service reserve account related to Nextel Mexico's equipment financing facility, judicial deposits in Nextel Brazil, purchase commitments for handsets and cash collateral supporting the lease of our corporate headquarters.

XML

Capital Stock (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Capital Stock [Abstract]
Common stock, shares authorized	600,000,000	600,000,000
Common stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Common stock shares outstanding	172,363,259	172,104,720
Reserved for future issuance	23,824,039	22,089,643
Restricted Stock Units, Issued	2,386,673	3,341,132
Unvested Restricted Stock Units	3,580,009	5,011,698

XML

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies [Abstract]

Future Minimum Payments for Capital and Operating Lease Obligations

For years subsequent to December 31, 2014, future minimum payments for all capital and operating lease obligations that have initial noncancelable lease terms exceeding one year, net of rental income, are as follows (in thousands):

	Capital Leases			Operating Leases		Total
2015	$	166,655		$	219,767	$	386,422
2016	168,602			225,041		393,643
2017	170,590			189,730		360,320
2018	139,081			163,151		302,232
2019	119,774			141,833		261,607
Thereafter	1,581,487			1,025,445		2,606,932
Total minimum lease payments	2,346,189			1,964,967		4,311,156
Less: imputed interest	(1,868,897		)	—		(1,868,897		)
Total	$	477,292		$	1,964,967	$	2,442,259

XML

Segment Information

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Segment Information

Segment Information

We have determined our reportable segments based on our method of internal reporting, which disaggregates our business by geographic location. We evaluate performance of these segments and provide resources to them based on operating income before depreciation, amortization and impairment and restructuring charges, which we refer to as segment earnings. Our reportable segments are: (1) Brazil, (2) Mexico and (3) Argentina.

	Brazil			Mexico			Argentina		Corporate and Eliminations				Consolidated
	(in thousands)
Year Ended December 31, 2014
Operating revenues	$	1,848,918		$	1,417,163		$	424,972	$	(2,333	)		$	3,688,720
Segment (losses) earnings	$	(133,691	)	$	(90,481	)	$	76,241	$	(144,733	)		$	(292,664	)
Less:
Impairment and restructuring charges													(220,742		)
Gain on sale of towers													74,631
Depreciation and amortization													(672,705		)
Foreign currency transaction losses, net													(130,499		)
Interest expense and other, net													(389,641		)
Loss from continuing operations before reorganization items and income tax provision													$	(1,631,620	)
Capital expenditures	$	218,855		$	168,750		$	26,308	$	14,507			$	428,420
Year Ended December 31, 2013
Operating revenues	$	2,208,034		$	1,872,697		$	636,448	$	(5,612	)		$	4,711,567
Segment earnings (losses)	$	311,129		$	179,896		$	179,418	$	(177,578	)		$	492,865
Less:
Impairment and restructuring charges													(168,543		)
Depreciation and amortization													(692,927		)
Foreign currency transaction losses, net													(123,369		)
Interest expense and other, net													(496,062		)
Loss from continuing operations before income tax provision													$	(988,036	)
Capital expenditures	$	461,458		$	375,522		$	21,183	$	13,931			$	872,094
Year Ended December 31, 2012
Operating revenues	$	2,902,350		$	2,109,573		$	685,201	$	(3,889	)		$	5,693,235
Segment earnings (losses)	$	674,632		$	561,059		$	180,956	$	(287,343	)		$	1,129,304
Less:
Impairment and restructuring charges													(30,401		)
Depreciation and amortization													(605,161		)
Foreign currency transaction losses, net													(63,330		)
Interest expense and other, net													(354,107		)
Income from continuing operations before income tax provision													$	76,305
Capital expenditures	$	632,796		$	523,555		$	56,825	$	92,520			$	1,305,696
December 31, 2014
Identifiable assets	$	2,991,959		$	1,721,710		$	279,714	$	437,208			$	5,430,591
December 31, 2013
Identifiable assets	$	3,705,642		$	2,695,091		$	451,041	$	1,828,180		(1)	$	8,679,954

__________________________

(1) As of December 31, 2013, identifiable assets in the "Corporate and Eliminations" column include $168.9 million of total assets related to discontinued operations as a result of the sale of Nextel Chile. See Note 5 for more information.