SECURITIES AND EXCHANGE COMMISSION

Amendment No. 4

NEXTEL INTERNATIONAL, INC.

10700 Parkridge Boulevard, Suite 600, Reston, Virginia 20191

Robert J. Gilker, Esq.

Copies to:

Approximate date of commencement of proposed sale to the public:

      If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. 

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

      If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

      If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. 

      THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

      Subject to Completion. Dated November 29, 2000.

45,500,000 Shares

        This is an initial public offering of shares of class A common stock of Nextel International, Inc. All of the shares of class A common stock are being sold by Nextel International.

      Prior to this offering, there has been no public market for the class A common stock. It is currently estimated that the initial public offering price per share will be between $16.00 and $18.00. Application has been made for quotation of the class A common stock on the Nasdaq National Market under the symbol “NXTI.”

      See “Risk Factors” beginning on page 8 to read about factors you should consider before buying shares of the class A common stock.

      Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

      To the extent that the U.S. and international underwriters sell more than 45,500,000 shares of class A common stock, the underwriters have options to purchase up to an additional 6,825,000 shares from Nextel International at the initial public offering price less the underwriting discount.

      The underwriters expect to deliver the shares on                , 2000.

Credit Suisse First Boston

	Deutsche Banc Alex. Brown

	Merrill Lynch & Co.

Prospectus dated           , 2000.

[INTENTIONALLY LEFT BLANK]

SUMMARY

      The following summary highlights basic information about us and the class A common stock that we are offering. You should read this entire prospectus carefully, especially “Risk Factors,” and rely only on the information included in this prospectus.

NEXTEL INTERNATIONAL

      We provide wireless communications services targeted at meeting the needs of business customers in selected international markets. We are designing our digital mobile networks to support multiple wireless services, including:

	•	digital mobile telephone service;
	•	Nextel Direct Connect® service, which allows users to contact co-workers instantly, on a private one-to-one call or on a one-to-many group call, without interconnecting to the public switched telephone network;
	•	advanced calling features, such as three-way calling, voicemail and call forwarding;
	•	international roaming capabilities; and
	•	paging and short-text messaging.

In addition, we plan to offer users access to digital two-way mobile data and Internet connectivity services in the future.

      Our principal operations are in major business centers and related transportation corridors of Brazil, Mexico, Argentina and Peru. We have recently expanded our wireless coverage in Latin America by purchasing companies with analog specialized mobile radio licenses in Chile. In addition to our wholly owned Latin American operations, we own a 51.1% interest in a digital mobile services provider in the Philippines and minority interests in digital mobile services providers in Japan (32.1%) and Canada (4.8%). We refer to all of these companies as our operating companies.

      Our operating companies have licenses in markets that cover about 390 million people, of which about 157 million are in Latin America. Through our operating companies, we currently provide integrated digital mobile services in the five largest cities in Latin America and two of the ten largest cities in Asia. As of September 30, 2000, our operating companies had a total of about 1,418,900 digital handsets in service. Our proportionate share, based on our percentage equity ownership interest of these operating companies at that date, was about 740,400 digital handsets in service. We believe, based on the magnitude of our license holdings and our subscriber base, that we currently are the largest digital enhanced specialized mobile radio provider in Latin America.

      We have been operating for a relatively short time and are still in the process of building, enhancing and expanding our networks. To fund these activities, we have incurred substantial indebtedness. At September 30, 2000, we had about $2,447.6 million of outstanding long-term debt. Further, we anticipate that we will need substantial additional financing in the future. We have incurred losses since inception and expect losses to continue as we further expand and enhance our digital mobile networks and add subscribers.

      We use a single transmission technology to provide our digital mobile services called integrated digital enhanced network, or iDEN®, developed by Motorola, Inc. This technology allows us to use our spectrum more efficiently and offer multiple wireless services integrated on one digital handset.

      Our customers may roam throughout the markets we currently serve except Japan, and may roam throughout the markets of our parent, Nextel Communications, Inc., and its affiliates that also use compatible iDEN technology in the United States. To further enhance our roaming services, during the second quarter of 2000, we launched Nextel Worldwide^SM with the

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Business Strategy

      Our principal objective is to become the leading provider of integrated digital mobile services to business customers in selected international markets. We believe we will distinguish ourselves from our competitors and compete successfully by:

	•	Focusing on major business centers in emerging markets;
	•	Providing a differentiated package of wireless services;
	•	Targeting business customers;
	•	Expanding and strengthening our geographic service areas;
	•	Offering international roaming; and
	•	Leveraging our relationship with Nextel Communications.

      Our principal executive office is located at 10700 Parkridge Boulevard, Suite 600, Reston, Virginia 20191. Our telephone number is (703) 433-4000.

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THE OFFERINGS

      The number of shares of common stock to be outstanding after the offerings is based on the number of shares of common stock outstanding as of September 30, 2000. The number of shares of common stock to be outstanding after the offerings excludes:

	•	46,350,000 shares of our class B common stock reserved for issuance under our equity incentive plans as of September 30, 2000. Of these shares, 22,750,878 shares were subject to outstanding options at a weighted average exercise price of $7.37 per share; and
	•	2,211,456 shares of class B common stock reserved for issuance as of September  30, 2000 upon exercise of outstanding warrants at an exercise price of $1.67 per share.

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      Unless otherwise specifically stated, all of the information in this prospectus:

	•	reflects the issuance of additional shares of our series A exchangeable redeemable preferred stock to our parent;
	•	reflects the exchange before completion of the offerings of all shares of our series A exchangeable redeemable preferred stock for shares of our class B common stock; and
	•	assumes that the underwriters do not exercise their over-allotment options.

Throughout this prospectus, information regarding the exchange of shares of our series A exchangeable redeemable preferred stock for shares of our class B common stock assumes the exchange occurred on September 30, 2000 at $17.00 per share, the midpoint of the range listed on the cover of this prospectus. For additional information regarding how the actual number of shares of class B common stock to be issued in exchange for the series A preferred stock will be determined, see “Description of Capital Stock.”

      Throughout this prospectus, references to our common stock include both our class A common stock and our class B common stock, unless the context otherwise indicates.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION

      The financial information presented below for the years ended December 31, 1997, 1998 and 1999 has been derived from our audited consolidated financial statements. The financial information as of September 30, 2000 and for the nine months ended September 30, 1999 and 2000 has been derived from our unaudited condensed consolidated financial statements. This information reflects all adjustments necessary for the fair presentation of this information. All adjustments made were normal recurring accruals. You should not expect the results of operations of interim periods to be an indication of results for a full year. This information is only a summary and should be read together with our consolidated historical financial statements appearing elsewhere in this prospectus.

      Acquisitions. Our results were affected by business combinations, acquisitions and investments. Additional information regarding acquisition and investment activity during 1997, 1998 and 1999 can be found in notes 2, 3 and 15 to the audited consolidated financial statements appearing elsewhere in this prospectus. Additional information regarding acquisition and investment activity for the nine months ended September 30, 2000 can be found in note 2 to the unaudited condensed consolidated financial statements appearing elsewhere in this prospectus.

      Other Income (Expense), Net. Other income (expense), net consists primarily of foreign currency transaction losses, of which $57.1 million in the nine months ended September 30, 1999 and $57.0 million in the year ended December 31, 1999 relate to losses associated with the devaluation of the Brazilian real.

      Stock Splits. The weighted average number of common shares outstanding reflects a 100,000-for-1 common stock split effective March 6, 1997, a 3.65-for-1 common stock split effective August 25, 1997, a 4-for-1 common stock split effective June 20, 2000 and a 3-for-2 common stock split effective October 23, 2000. Information presented throughout this prospectus has been adjusted to reflect these stock splits.

      Income Tax Benefit (Provision). We recognized an income tax benefit during 1998 of $22.4 million related to net operating losses of our subsidiaries in Brazil, Mexico and Argentina. Changes in tax legislation in Argentina and Mexico, and depletion of temporary differences in Brazil, have contributed to the decrease in the income tax benefit for 1999 for those operating companies. Additionally, we are precluded from recognizing any income tax benefits associated with U.S. net operating losses until it is more likely than not that we will generate taxable income during periods before the expiration of our accumulated net operating losses.

      EBITDA As Adjusted. EBITDA as adjusted consists of loss before income tax benefit (provision), interest expense, interest income, depreciation and amortization, equity in losses of unconsolidated affiliates, other income (expense), net and minority interest in losses of subsidiaries. EBITDA is not a measurement under accounting principles generally accepted in the United States and may not be similar to EBITDA measures of other companies. This information is provided because it is commonly used in the telecommunications industry as a measure of a company’s historical ability to service its debt and to fund capital expenditures. However, EBITDA should not be viewed as an alternative to other measurements as determined under generally accepted accounting principles, including but not limited to:

	•	operating loss, as an indicator of our operating performance; and
	•	cash flows from operating, investing and financing activities, as a measure of our liquidity or our ability to meet our cash needs.

      As Adjusted Consolidated Balance Sheet Data. At September 30, 2000, the as adjusted consolidated balance sheet data reflects:

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	•	the $154.2 million gain, net of tax, realized upon the exchange of our shares of Clearnet Communications, Inc. for shares of BCT.TELUS Communications, Inc. in October 2000 and the issuance of 853 shares of our series A exchangeable redeemable preferred stock to be issued to Nextel Communications as payment for our liability arising from this gain under a tax sharing agreement with Nextel Communications;
	•	the exchange by Nextel Communications of 3,003 shares of our series A exchangeable redeemable preferred stock, including the 853 shares to be issued, for 18,100,386 shares of our class B common stock; and
	•	the receipt of about $734.8 million in estimated net proceeds from the sale of 45,500,000 shares of our class A common stock in the offerings, assuming an initial public offering price of $17.00 per share, the midpoint of the range listed on the cover of this prospectus.

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RISK FACTORS

      Investing in shares of our class A common stock involves a high degree of risk. You should carefully consider the risks described below, as well as all the other information in this prospectus—including our consolidated financial statements and related notes— before investing in our class A common stock.

Risk Factors Relating to Nextel International

We have a history of net losses, and we expect losses to continue for several years.

      We have never been profitable, and we have had negative EBITDA since we began operations. We expect that losses will continue for the next several years as we build, expand and enhance our digital mobile networks. We do not know when, if ever, our cash flows from operations will support our growth and continued operations. Our accumulated deficit was about $860.0 million at December 31, 1999, and about $1,238.7 million at September 30, 2000. For the nine months ended September 30, 2000, we had negative EBITDA of $100.3 million and our earnings were insufficient to cover our fixed charges by $367.0 million.

We have a short operating history, which makes it difficult for you to evaluate our business and the risks of investing in our common stock.

      Because limited historical information is available on our operations, it will be difficult for you to evaluate our business. Additionally, if we acquire or start operations in new markets, any of these new operations may have little or no operating history. Our prospects, therefore, must be considered in light of the risks, expenses, uncertainties and obstacles of establishing a new business in a rapidly changing industry such as wireless telecommunications, especially in our international markets.

If we cannot obtain additional funds when needed, we will not be able to implement our business plan.

      Based on our assessment of the business activity and related cash needs of our operating companies, with the net proceeds of the offerings, our available cash on hand and assuming the continued availability of borrowings under our existing financing agreements, we believe that we will have adequate funding to continue our operations only through the end of 2001. We may not be able to raise additional financing when needed, on acceptable terms or at all. We will be required to curtail our operations and our expansion plans unless we can obtain substantial amounts of financing over the next several years.

      Our ability to access additional funds may be limited by:

	•	the terms of our existing financing agreements, including restrictive covenants;
	•	general market conditions in the U.S. and in our international markets that may adversely affect the availability or cost of capital;
	•	volatility in the economies of Latin America and Asia, or in the local markets in which we operate, which may make lenders less likely to extend credit to our operating companies;
	•	our high level of indebtedness, which may affect our attractiveness as a potential borrower; and
	•	the market’s perception of our performance in each of our markets.

      Other than our existing debt financing arrangements, we have no legally binding commitments or agreements with any third parties to obtain additional debt or equity financing. In the past, we have relied upon capital contributions from our parent, Nextel Communications, but it is not obligated to provide any additional funds to us.

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Our high level of indebtedness may limit our financial flexibility and our ability to react to changing market conditions.

      Our high level of indebtedness could limit our ability to:

	•	obtain additional financing;
	•	use operating cash flow in other areas of our business, because we must dedicate a substantial portion of these funds to make cash interest payments and fund required principal payments on our debt; and
	•	compete with others in our industry who are not as highly leveraged.

      At September 30, 2000, we had about $2,447.6 million of outstanding long-term debt. Furthermore, subject to restrictions contained in the agreements governing our outstanding debt, we anticipate that we and our consolidated operating companies will incur substantial additional indebtedness in the future in connection with the future build-out, expansion and enhancement of our digital mobile networks and funding cash flow deficits. As we incur additional debt, our leverage and debt service obligations will increase, and our financial and operating flexibility may be further limited.

Our existing financing agreements contain covenants that limit how we conduct our business, which may affect our ability to grow as planned.

      As a result of restrictions contained in our financing agreements, we may be unable to raise additional financing, compete effectively or take advantage of new business opportunities. This may affect our ability to generate revenues and profits. The indentures governing our outstanding senior notes contain covenants that limit how we conduct business by restricting our ability to:

	•	incur or guarantee additional indebtedness;
	•	pay dividends and make other distributions;
	•	prepay subordinated indebtedness;
	•	make investments and other restricted payments;
	•	enter into sale and leaseback transactions;
	•	create liens;
	•	sell assets; and
	•	engage in transactions with affiliates.

      Our other financing agreements contain, and any future financing agreements are expected to contain, similar or more restrictive covenants, as well as other covenants that will require us to maintain specified financial ratios and satisfy financial tests.

Our failure to comply with covenants and restrictions in our financing agreements could lead to a default under our financing agreements, which could cause that and other debt to become immediately payable.

      Our failure to comply with the covenants and restrictions contained in our indentures and other financing agreements could lead to a default under the terms of these agreements. If a default occurs, the other parties to these agreements could declare all amounts borrowed to become due and payable. This, in turn, could cause amounts borrowed under other instruments to become due and payable. In addition, lenders under any future financing agreements could terminate their commitments to lend to us. If that occurs, we may not be able to make payments on our indebtedness, meet our working capital and capital expenditure requirements or find additional alternative financing. Even if we could obtain additional alternative financing, it may not

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Government regulations determine how we operate in various countries, which could limit our growth and strategy plans.

      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. Because of the uncertainty as to the interpretation of regulations in some countries in which we operate, we may not always be able to provide the services we have planned in each market. In some markets, we are unable, or have limitations on our ability, to offer some services, such as interconnection to other telecommunications networks and participation in calling party pays programs. Further, the regulatory schemes in the countries in which we operate allow third parties, including our competitors, to challenge our actions. It is possible that, in the future, we may face additional regulatory prohibitions or limitations on our services. Inability to provide planned services could make it more difficult for us to compete in the affected markets. Further, some countries in which we conduct business impose foreign ownership limitations upon telecommunications companies. These issues affect our ability to operate in each of our markets, and therefore impact our growth and strategy plans. We have provided a detailed description of the regulatory environment in each of the countries, except Canada, in which our operating companies conduct business under the “Regulatory and Legal Overview” discussion for each operating company under “Business — Operating Companies.”

If our licenses to provide mobile services are not renewed, or are modified or revoked, our business and ability to grow 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. 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 as to the grant or renewal of licenses, our licenses may not be renewed or, if renewed, renewal may not be on acceptable economic terms. For example, under existing regulations, our licenses in Brazil and Peru are renewable once, but no regulations presently exist regarding how or whether additional renewals will be granted.

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

      Our success will depend on the ability of our operating companies to compete effectively with other communications services providers, including wireline companies and other wireless communications companies, in the markets in which they operate.

      Because of their resources, some of our competitors may be able to offer services to customers at prices that are below the prices that our operating companies can offer for

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	•	substantially greater financial and marketing resources;
	•	larger customer bases;
	•	better name recognition;
	•	bundled service offerings;
	•	larger spectrum positions; and
	•	larger coverage areas than those of our operating companies.

Further, significant price competition could negatively impact our operating results and our ability to attract and retain customers. In addition, we anticipate that our operating companies will face future market pressure to reduce the prices charged for their products and services over the next few years because of increased competition in our markets.

      In some markets, our operating companies may not be able to compete effectively against an incumbent government-owned telecommunications company, or a formerly government-owned company in which the government may or may not retain a significant interest. Our operating companies may be at a competitive disadvantage in these markets because government-owned 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 basis.

      To the extent government-owned wireline companies are privatized or join with an established foreign telecommunications partner, competition from these companies may increase due to infusions of capital and managerial and technical talent. These companies may also continue to enjoy the legacy of their pre-privatization privileges. Our operating companies may encounter obstacles and setbacks if local governments adopt policies favoring these competitors or otherwise afford them preferential treatment.

      In some markets, our operating companies compete against an incumbent monopoly wireline company in the provision of some services. In most of these markets, the monopoly wireline provider is also a wireless operator competing directly with the wireless operations of our operating companies. Often, the monopoly provider enjoys competitive advantages similar to the advantages described above that government-owned and affiliated providers may enjoy. As a result, our operating companies may be at a competitive disadvantage to monopoly providers, particularly as our operating companies seek to offer new telecommunications services.

      Since our digital mobile networks do not offer nationwide coverage in the countries in which we operate and our technology limits our potential roaming partners, we may not be able to compete effectively with cellular and personal communications services providers in our markets. Many of the cellular and personal communications services providers in our markets have entered into roaming agreements with each other, which permit these providers to offer coverage

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	•	we build out additional digital mobile networks in areas outside our existing markets;
	•	other operators deploy iDEN 800 MHz or GSM 900 MHz technology in markets outside of our coverage areas and we enter into roaming agreements with those operators; or
	•	handsets that can be used on both iDEN 800 MHz and non-GSM 900 MHz wireless communications networks become available and we enter into roaming agreements with the operators of those networks.

      Our digital mobile technology could become obsolete. We rely on digital technology that is not compatible with, and competes with, other forms of digital and non-digital voice communication technology. Competition among these differing technologies can:

	•	segment the user markets, thereby reducing demand for specific technologies, including the iDEN digital technology that we use;
	•	reduce the resources devoted by third-party suppliers, including Motorola, which supplies all of our current digital mobile technology, to developing or improving the technology for our networks; and
	•	adversely affect market acceptance of our service offerings.

      The iDEN digital technology we use to operate our digital mobile networks may not successfully compete with other forms of voice communication systems. Further, new digital or non-digital voice communication transmission technology may be developed that could cause our existing digital mobile networks to become obsolete or otherwise impair market acceptance of our service offerings.

      Furthermore, in the future, we plan to offer our subscribers access to digital two-way mobile data and Internet connectivity. Wireless data and Internet connectivity is a new service in the wireless communications industry. Because we operate on specialized mobile radio frequencies, we also have less spectrum than some of our competitors. As a result, any digital two-way mobile data and Internet connectivity services that we may offer could be significantly limited compared to those services offered by other wireless communications providers with larger spectrum positions. We may not be able to provide any future digital two-way mobile data and Internet connectivity services or, if we do, we may encounter difficulties in launching these services. Also, if launched, these services may not perform satisfactorily or achieve sufficient levels of customer satisfaction.

                If our wireless communications technology does not perform in a manner that meets customer expectations, we will be unable to attract and retain customers.

      Customer acceptance of the services we offer is and will continue to be affected by technology-based differences and by the operational performance and reliability of system transmissions on our digital mobile networks.

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      We may have difficulty attracting and retaining customers if:

	•	we are unable to address and resolve satisfactorily performance or other transmission quality issues as they arise;
	•	these issues limit our ability to expand our network coverage or capacity as currently planned; or
	•	these issues were to place us at a competitive disadvantage to other wireless service providers in our markets.

      We currently market multi-function digital handsets. The higher cost of our equipment, as compared to analog handsets and some digital handsets that do not incorporate a comparable multi-function capability, may make it more difficult or less profitable for us to attract customers. This may reduce our growth opportunities or profitability.

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

      Most of our markets are considered to be emerging markets. Although political, economic and social conditions differ in each country in which we currently operate, political and economic developments in one country may affect our business as a whole, including our access to international capital markets. In Peru, for example, there was significant terrorist activity in the 1980s and the early 1990s. During that time anti-government groups escalated violence against the government, the private sector and Peruvian residents. Incidents of terrorist activity continue to occur, including the hostage incident at the residence of the Japanese Ambassador to Peru in 1997. Similar outbreaks of terrorism or political violence have occurred in the Philippines, Mexico and other countries in which we operate. In addition, we are unable to predict the impact that presidential or other contested local or national elections and the associated transfer of power from incumbent officials or political parties to elected victors, may have on the local economy or the growth and development of the local telecommunications industry. For example, Mexico has recently completed a presidential election, the impact of which is unknown. Further, Peru’s recently re-elected president was dismissed, and the president of the Philippines is being impeached. Changes in the leadership or in the ruling party in these countries may affect the economic programs developed under the prior administration, which in turn may adversely affect our business, operations and prospects in these countries.

      Due, in part, to the limited history of wireless communications services in our existing and targeted markets, we face many uncertainties in our markets that may affect our ability to grow or implement our business plan. These uncertainties include:

	•	the size of the markets for wireless communications services;
	•	the penetration rates of these markets;
	•	the ability of potential subscribers to pay subscription and other fees;

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	•	the extent and nature of the competitive environment in these markets; and
	•	the immediate and long-term commercial viability of wireless communications services in these markets.

As a result of these uncertainties, we may make significant investments in developing a network and promoting our digital mobile services in markets where we may not achieve significant market acceptance for our services. If this occurs we may be unable to recover our investment in these markets, which could harm our financial condition and results of operations.

      We have entered into joint venture arrangements with third parties in some of our operating companies and may enter into other joint venture arrangements in the future. Participating in these arrangements may affect our growth and operations because the enterprise is subject to influence by other parties, and we may not control the enterprise even where we own a majority of the equity interests. These arrangements are subject to uncertainties, including risks that:

	•	the other participants may at any time have economic, business or legal interests or goals that are inconsistent with our goals or those of the joint enterprise;
	•	a participant may be unable to meet its economic or other obligations to the joint enterprise, and we may be required to fulfill some or all of those obligations or restrict the business of the affected enterprise; and
	•	we also may be or become obligated to acquire all or a portion of the ownership interest of some or all of the other participants in these joint enterprises.

      Substantially all of our revenues are denominated in non-U.S. currencies, although a significant portion of our capital and operating expenditures, including imported network equipment and handsets, and substantially all of our outstanding debt, are denominated in U.S. dollars. Accordingly, fluctuations in exchange rates relative to the U.S. dollar could have a material adverse effect on our earnings or assets. For example, the economic turmoil in Asia in the late 1990s resulted in a significant devaluation of the currencies in several countries in Asia and caused fluctuations in the currencies of other emerging countries, particularly in Latin America. Further, the recent currency devaluation in Brazil resulted in a significant charge against our earnings in 1999 and a negative adjustment to the carrying value of our assets in Brazil.

      Any devaluation of local currencies in the countries in which our operating companies conduct business may result in increased costs for imported goods and services and may, as a result, decrease demand for our products and services in the affected markets. If our operating companies distribute dividends in local currencies in the future, the amount of cash we receive will also be affected by fluctuations in exchange rates and currency devaluations. In addition, some of the countries in which we have operations do or may restrict the expatriation or conversion of currency. We have not entered into any hedging transactions to limit our foreign currency exposure.

      Our operations depend on the economies of the markets in which our operating companies conduct business. These markets are in countries with economies in various stages of

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      If these fluctuations have an effect on the ability of customers to pay for our products and services, our business may be adversely affected. For example, several countries in Asia, including the Philippines, have experienced significant economic turmoil, including bank failures, in the last several years. The economic conditions in Asia have also affected other emerging markets, particularly those in Latin America. As a result, our operating companies may experience lower demand for their products and services and a decline in the growth of their customer base and in revenues.

      In addition, the other stockholders in our operating companies may, as a result of these fluctuating economic conditions or for other reasons, be unable or unwilling to fund their capital contribution requirements. We then may be required to restrict the business of the affected operating company or to assume and satisfy the funding obligations of other stockholders, as we recently did in Japan and the Philippines.

      Some of our operating companies conduct business in countries where the rate of inflation is significantly higher than in the United States. Any significant increase in the rate of inflation in any of these countries may not be completely or partially offset by corresponding price increases implemented by our operating companies, even over the long term.

      Our operations are highly dependent upon the successful and cost-efficient importation of network equipment and handsets from North America and, to a lesser extent, from Europe and Japan. 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. In the countries in which our operating companies conduct business, network equipment and handsets are subject to significant import duties and other taxes that can be as high as 50% of the purchase price.

      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 for 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 and to utilize net foreign losses 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.

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      A number of the agreements that we enter into with our operating companies 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 United States is also uncertain.

We are controlled by Nextel Communications, which is influenced by its significant stockholders, and their interests may differ from yours.

      After the offerings, Nextel Communications will continue to control us and will beneficially own about 99% of the outstanding class B common stock, which will represent about 98% of the combined voting power of all of our outstanding common stock. As a result of this ownership, Nextel Communications will be able to exercise a controlling influence over our business and affairs and will be able to unilaterally determine the outcome of any matter submitted to a vote of our stockholders. Further, Nextel Communications has the power to elect all of the members of our board of directors. This concentration of ownership by Nextel Communications may have the effect of delaying or preventing an attempt to acquire us, even if that would be in your best interests.

      Additionally, based on the ownership information relating to Nextel Communications as of September 30, 2000, entities controlled by Craig O. McCaw beneficially owned about 13% of the outstanding Nextel Communications stock. Digital Radio L.L.C., which is controlled by Mr. McCaw, may designate at least one fourth of the board of directors of Nextel Communications. In addition, Digital Radio may select, from its representatives on the board of directors, a majority of the operations committee of Nextel Communications’ board of directors, which has significant authority relating to Nextel Communications’ business strategy, budgets and financing arrangements and in the nomination and oversight of specified executive officers. As a result, Digital Radio may exert significant influence over our affairs as well. In addition, as of September 30, 2000, Motorola beneficially owned about 14% of the outstanding Nextel Communications stock. Motorola is entitled to nominate two directors to the board of directors of Nextel Communications.

Nextel Communications’ significant stockholders may or do compete with us.

      Digital Radio, Mr. McCaw and their affiliates have and, subject to the terms of agreements between Digital Radio and Nextel Communications, may have other investments or interests in entities that provide wireless telecommunications services that could potentially compete with Nextel Communications and with us. Under the agreements, Mr. McCaw, Digital Radio and their controlled affiliates may not, for one year after termination of the operations committee of the board of directors of Nextel Communications, participate in other two-way terrestrial-based mobile wireless communications systems in the region that includes any part of North America or South America unless these opportunities have first been presented to and waived or rejected by Nextel Communications. We do not have similar arrangements with these entities, and Nextel Communications may not be willing or able to address these opportunities, even if they are in our best interests.

      Motorola and its affiliates engage in wireless communications businesses, and may in the future engage in additional businesses, that do or may compete with some or all of the services that we offer. The potential conflict of interest may adversely affect us in the future. In addition, Motorola is a significant stockholder of Nextel Communications, and indirectly of us, and a

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Some members of our management also serve Nextel Communications and may have incentives or interests different from yours.

      Directors and officers who serve both us and our parent may have conflicts of interest in transactions in which both we and Nextel Communications are involved. Historically, some of our officers have also served as officers of Nextel Communications. Our officers continue to participate in Nextel Communications’ incentive equity plan. Substantial interests in the equity of Nextel Communications may present these officers with incentives different from those of our stockholders. In addition, five of our seven directors are also directors or officers of Nextel Communications.

Our right of first opportunity agreement with Nextel Communications may limit future growth.

      We have entered into an agreement with Nextel Communications that provides us with a right of first opportunity to pursue business opportunities outside the United States before Nextel Communications may pursue them. If we do not pursue a given opportunity, Nextel Communications may make other investments that could compete with us. Additionally, we have agreed that neither we nor any of our controlled affiliates will participate in the ownership or management of any wireless communications service business in the United States without the consent of Nextel Communications, which may limit our future growth. This agreement terminates upon specified change of control events.

Any modification or termination of our license or roaming agreements with Nextel Communications could increase our costs.

      Although Nextel Communications has licensed us the right to use the “Nextel” tradename on a royalty-free basis, this license may be terminated by either party upon 180 days notice. Nextel Communications could determine to terminate the license for any reason. For example, they may terminate our right to use the tradename unless we agree to pay royalties. As a result, our right to use the “Nextel” tradename may not continue or may require the payment of royalties or other amounts to Nextel Communications. In addition, we depend upon our roaming agreements with Nextel Communications for access to its iDEN network in the United States.

Increased overhead costs to Nextel Communications or increased allocations to us of those costs could negatively impact our financial results.

      Pursuant to an overhead services agreement, Nextel Communications provides us many services typically performed by in-house personnel, including various financial, human resources, audit, legal, engineering and marketing functions. We are charged for these services based on the actual costs incurred by Nextel Communications, and increases in these charges could negatively impact our financial results. These overhead costs are apportioned by Nextel Communications to us and its other subsidiaries in good faith. While we have the right to review and discuss adjustments to the determinations made by Nextel Communications, Nextel Communications’ determination is final and binding. We must continue to obtain these services from Nextel Communications until 2007, unless Nextel Communications consents to the discontinuance of a particular service. Our allocations under this agreement may increase as we grow or as a result of changes in the remaining business of Nextel Communications. For example, if we grow significantly faster than Nextel Communications’ remaining business, our allocation would be increased to reflect our growth. Further, if the costs to Nextel Communications increases, our allocated costs could also increase. In addition, if Nextel Communications’

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We are a party to a tax sharing agreement with Nextel Communications, which may not always be favorable to us.

      We file consolidated tax returns with Nextel Communications and have entered into a tax sharing agreement with Nextel Communications. Under this agreement, we must pay Nextel Communications an amount equal to our tax liability as if we filed separate tax returns, which may result in higher payments than if we made separate tax filings. In addition, Nextel Communications is entitled to utilize our unused tax attributes, including other items of income, gain, loss, deduction, expense, credit and similar treatments, on behalf of other members of the consolidated Nextel Communications group, and we are not entitled to any compensation for this utilization.

We have experienced and expect to continue to experience rapid growth. Any failure to manage our growth effectively could delay our expansion plans, impair our ability to maintain or grow our subscriber base or result in increased costs.

      Our future success depends on the expansion of our operations and the development of a large subscriber base on a timely basis. Since our inception, we have experienced rapid growth. We intend to continue to grow through further expansion and enhancement of our existing operations and may grow through acquisitions and joint ventures and through the establishment of new operations.

      We may not be able to complete our currently planned digital mobile network construction and expansion activities successfully or in a timely manner. If we do not, our ability to increase our subscriber base, improve the transmission quality of our digital mobile services and expand our service area could be impaired. Our digital mobile network construction and expansion projects will be subject to numerous factors, any of which could require substantial changes to proposed plans or otherwise alter our currently anticipated time frames or budgets. These factors include:

	•	securing the necessary radio spectrum licenses and adhering to regulatory requirements relating to the licenses;
	•	locating suitable sites for communications sites or towers, obtaining any required zoning variances or other governmental or local regulatory approvals, and negotiating acceptable purchase, lease, joint venture or other agreements;
	•	negotiating favorable interconnection agreements with local phone companies;
	•	delays that may be caused by frequency cross-interference with other radio spectrum users, such as television stations; and
	•	risks typically associated with any construction project, including possible shortages of equipment or skilled labor, engineering or environmental problems, work stoppages, weather interference and unanticipated cost increases.

      Once our digital mobile network operations are in place in a particular market, the development of a significant subscriber base depends on the success of our sales and marketing efforts and the receptiveness of the marketplace to our services. If the sales and marketing teams of our operating companies are not able to establish a large subscriber base in our

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      Furthermore, in addition to increasing the size of our customer base, our sales and marketing efforts must focus on the quality of our customer base. In some cases, this burden is heavier than that faced by United States companies due to the lack of business infrastructure in emerging markets. For example, the lack of established credit bureaus in many of the countries in which our operating companies conduct business makes it more difficult to ascertain the creditworthiness of potential customers. As a result, we, like other service providers in these markets, have experienced and may continue to experience higher bad debt expense as a percentage of revenues than U.S. companies.

      In most of our markets, our operating companies rely in part on the efforts of independent dealers and distributors to market our services. We may not be able to establish and maintain satisfactory relationships with enough independent dealers or distributors or this may not be a cost-effective way of acquiring subscribers.

      We may not be able to manage the growth of our expanded operations effectively. Any failure to do so could result in increased costs, delays in our expansion plans, customer dissatisfaction or lower revenues than expected. As a result of our aggressive construction and expansion plans, we face significant challenges in managing our expanded operations. Our construction and expansion plans will place substantial burdens on our current management resources, information systems and financial controls. To successfully manage rapid growth, we must:

	•	anticipate projected growth;
	•	rapidly improve, upgrade and expand our business infrastructure;
	•	deliver products and services on a timely basis;
	•	maintain levels of service that meet customer expectations;
	•	recruit, hire and train additional qualified employees; and
	•	maintain cost controls.

      In addition, we expect significant challenges in integrating any newly acquired businesses with our existing operations.

      Our business plan depends on assuring that our digital mobile networks have adequate capacity to accommodate anticipated new customers and related increases in usage of our networks. If we are unable to obtain spectrum, equipment or handsets when and as required, we may not be able to adequately service new or existing customers, which could hurt our reputation or ability to continue to grow.

Since we rely principally on one supplier to implement our digital mobile networks, any failure of that supplier to perform could hurt our operations.

      Motorola is currently our sole source for the iDEN digital network equipment and handsets used throughout our markets. If Motorola fails to deliver necessary technology improvements and enhancements and system infrastructure equipment and handsets on a timely, cost-effective

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Agreements with Motorola reduce our operational flexibility and may adversely affect our growth or operating results.

      We have entered into agreements with Motorola that impose limitations and conditions on our ability to use other technologies. These agreements may operate to delay or prevent us from employing new or different technologies that perform better or are available at a lower cost because of the additional economic costs and other impediments to change arising under the Motorola agreements. For example, our equipment purchase agreements with Motorola provide that we must provide Motorola with notice of our determination that Motorola’s technology is no longer suited to our needs at least six months before publicly announcing or entering into a contract to purchase an alternate technology.

      In addition, if Motorola manufactures, or elects to manufacture, the alternate technology that we elect to deploy, we must give Motorola the opportunity to supply 50% of our infrastructure requirements for the alternate technology for three years. This may limit our ability to negotiate with an alternate equipment supplier. Finally, if we do switch to an alternate technology and we do not maintain Motorola infrastructure equipment at the majority of our transmitter and receiver sites that are deployed at the time the switch is first publicly announced, Motorola may require that all financing provided by Motorola to us be repaid. If these amounts became payable, we would be required to seek alternative financing which might not be available, or be required to curtail our operations.

Because we have significant intangible assets, which may not be adequate to satisfy our debt obligations in the event of a liquidation, we may not have assets for distribution to stockholders.

      If we default on debt or if we were liquidated, the value of our assets may not be sufficient to satisfy our obligations. If they are not sufficient, stockholders may not receive anything in a liquidation or reorganization of our company. We have a significant amount of intangible assets, such as licenses. The value of these licenses will depend significantly upon the success of our digital mobile network business and the growth of the specialized mobile radio and wireless communications industries in general. We had a net tangible book value deficit of about $842.1 million as of September 30, 2000.

Concerns about health risks associated with wireless equipment may reduce the demand for our services.

      Portable communications devices have been alleged to pose health risks, including cancer, due to radio frequency emissions from these devices. The actual or perceived risk of mobile communications devices could adversely affect us through a reduction in subscribers, reduced network usage per subscriber or through reduced financing available to the mobile communications industry. Studies performed by wireless telephone equipment manufacturers have investigated these allegations and additional studies are ongoing.

Risk Factors Relating to the Common Stock

Our stock price may be volatile.

      The market price of the class A common stock may decline below the initial offering price. The initial public offering price will be determined through negotiations between us and the underwriters based on several factors and may not be indicative of the market price of the class

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	•	legislative and regulatory developments;
	•	conditions and trends in the telecommunications industry; and
	•	conditions in the local markets or regions in which we operate.

      In addition, the stock market has periodically experienced significant price and volume fluctuations that have particularly affected the market prices of common stock of telecommunications companies. These changes have often been unrelated to the operating performance of particular companies.

Sales of large amounts of our common stock, or the perception that sales could occur, may depress our stock price.

      Even if our business is doing well, the market price of our class A common stock could drop as additional shares become available for sale. After the offerings, our existing stockholders, including Nextel Communications, will own about 86% of the outstanding shares of our common stock, substantially all of which are currently subject to restrictions on transfer. As restrictions on resale end, the market price could drop significantly if the holders of these restricted shares sell them or other investors perceive sales to be imminent.

Disparate voting rights of class A common stock and class B common stock could affect the value and liquidity of class A common stock.

      Differences in the voting rights of our common stock may impact the value of the class A common stock. The class A common stock and class B common stock vote as a single class on all matters, except as otherwise required by law. Each share of class A common stock entitles its holder to one vote and each share of class B common stock entitles its holder to ten votes. The differential in the voting rights of the class A common stock and class B common stock could adversely affect the value of the class A common stock to the extent that investors or any potential future purchasers of our common stock ascribe value to the superior voting rights of our class B common stock. The existence of two separate classes of common stock could also result in less liquidity for our class A common stock than if there were only one class of common stock.

Some provisions of our certificate of incorporation and Delaware law could make it more difficult for a third party to acquire us even if doing so would be in your interest.

      Even if an offer to acquire our company included a premium on the common stock or presented long-term benefits or would otherwise be in your interest, a third party could find it difficult to make such an acquisition. Provisions of our certificate of incorporation and of Delaware law that could make it more difficult to acquire us include:

	•	the voting terms of the class B common stock, which based on Nextel Communications’ ownership interest following the offerings, effectively enable Nextel Communications to block a proposed acquisition or merger;
	•	the ability of our board of directors to issue shares of preferred stock on terms that can be set by our board of directors in its sole discretion; and
	•	provisions of Delaware law that impose restrictions on mergers and business combinations between us and a holder of 15% or more of our common stock, other than Nextel Communications.

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FORWARD-LOOKING STATEMENTS

      A number of the statements made in this prospectus are not historical or current facts, but deal with potential future circumstances and developments. They can be identified by the use of forward-looking words such as “believes,” “expects,” “plans,” “may,” “will,” “would,” “could,” “should” or “anticipates” or other comparable words, or by discussions of strategy that involve risks and uncertainties. We caution you that these forward-looking statements are only predictions, which are subject to risks and uncertainties, including financial variations, changes in the regulatory environment, industry growth and trend predictions. We have attempted to identify, in context, some of the factors that we currently believe may cause actual future experience and results to differ from our current expectations regarding the relevant matter or subject area. The operation and results of our wireless communications business also may be subject to the effect of other risks and uncertainties in addition to the other qualifying factors identified in “Risk Factors” above and elsewhere in this prospectus, including, but not limited to:

	•	general economic conditions in Latin America and Asia and in the market segments that we are targeting for our digital mobile services;
	•	the availability of adequate quantities of system network and subscriber equipment and components to meet our service deployment and marketing plans and customer demand;
	•	potential currency devaluations in countries in which our operating companies conduct business;
	•	the accuracy of our estimates of the impact of foreign exchange volatility in our markets as compared to the U.S. dollar;
	•	substantive terms of any international financial aid package that may be made available to any country in which our operating companies conduct business;
	•	future legislation or regulatory actions relating to our specialized mobile radio services, other wireless communication services or telecommunications generally;
	•	the impact that economic conditions in Latin America and Asia, as well as other market conditions, may have on the volatility and availability of equity and debt financing in domestic and international capital markets;
	•	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 success of efforts to improve and satisfactorily address any issues relating to our digital mobile network performance;
	•	market acceptance of our new service offerings, including Nextel Worldwide and any future digital two-way mobile data or Internet connectivity services;
	•	the continued successful performance of the technology being deployed in our service areas and the success of technology to be deployed in connection with any future introduction of digital two-way mobile data or Internet connectivity services;
	•	the ability to achieve and maintain market penetration and average subscriber revenue levels sufficient to provide financial viability to our digital mobile network business;
	•	our ability to manage rapid growth, including our ability to timely and successfully accomplish required enhancement and expansion of our networks and scale-up of our billing, collection, customer care and similar back-room operations to keep pace with anticipated customer growth, increased system usage rates and growth in levels of accounts receivables being generated by the digital mobile network customer base;
	•	access to sufficient debt or equity capital to meet our operating and financial needs; and
	•	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.

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USE OF PROCEEDS

      Based on an assumed initial public offering price of $17.00 per share, the midpoint of the range listed on the cover of this prospectus, the net proceeds of the offerings received by us, after deducting the estimated underwriting discounts and commissions and other expenses of the offerings, would be about $734.8 million, or about $845.3 million if the underwriters’ over-allotment options are exercised in full. We intend to use the net proceeds from the offerings primarily to finance network expansion and acquisitions of additional spectrum, as well as for working capital needs, debt service requirements and other general corporate purposes.

      We have not determined the exact amount of net proceeds that we will use for each of these purposes. The allocation of the net proceeds for a particular purpose is subject to numerous factors, which can be expected to change even over the short term. These factors include:

	•	issues with our technology and its deployment;
	•	changes in the regulatory environment or in the local economies in one or more of the countries where our operating companies conduct business;
	•	other developments affecting our operating companies and the competitive environment in which they operate; and
	•	the emergence of future opportunities.

      Further expansion and enhancement of our network could occur at all of the locations we serve, as well as at new locations. The timing and amount of these enhancements are dependent on where we believe the best opportunities would present themselves based on the regulatory environment and the strength of the local economies, both of which are subject to rapid change in these developing countries, as well as other developments that affect potential opportunities. Similarly, expansion of the network through acquisitions of spectrum, acquisitions of companies or investments in other telecommunications providers will be dependent on what we perceive as the most optimal use of funds at that time.

      We will have broad discretion to use the proceeds as we see fit. Pending these uses we will invest the net proceeds that we receive from these offerings in interest-bearing deposit accounts, certificates of deposit, government securities or short-term and investment-grade financial instruments of varying maturities.

      We believe that the net proceeds from the offerings, together with our available cash on hand and borrowings expected to be available under our existing financing agreements, will be sufficient to continue our operations through the end of 2001, as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Future Capital Needs and Resources.”

      We have not paid any cash dividends on our capital stock and do not plan to pay dividends on our common stock for the foreseeable future. Some of our financing arrangements prohibit, and are expected to continue to prohibit, us from paying dividends, except in compliance with specified financial covenants. In addition, some of the collateral security mechanisms and related provisions associated with our financing agreements limit the amount of cash available to make dividends, loans and cash distributions to us from our subsidiaries. Accordingly, while these restrictions are in place, any profits generated by our operating companies will not be available to us for, among other things, 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. Any future determination as to the payment of dividends on our common stock will be at the discretion of our board of directors. This determination will depend upon our operating results, financial condition and capital requirements, contractual restrictions, general business conditions and other factors that our board of directors deems relevant. We may never pay dividends on our common stock.

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CAPITALIZATION

      The following table sets forth our consolidated cash, cash equivalents and short-term investments and capitalization as of September 30, 2000 on a historical basis and as adjusted to give effect to the following:

	•	the purchase in November 2000 of licenses and telecommunications assets in Mexico and the related payment of $110.5 million;
	•	the $154.2 million gain, net of tax, realized upon the exchange of our shares of Clearnet Communications, Inc. for shares of BCT.TELUS Communications, Inc. in October 2000 and the issuance of 853 shares of our series A exchangeable redeemable preferred stock to be issued to Nextel Communications as payment for our liability arising from this gain under a tax sharing agreement with Nextel Communications;
	•	the exchange by Nextel Communications of 3,003 shares of our series A exchangeable redeemable preferred stock, including the 853 shares to be issued, for 18,100,386 shares of our class B common stock;
	•	the reclassification of all of our existing shares of common stock into an equal number of shares of our class B common stock; and
	•	the receipt of about $734.8 million in estimated net proceeds from the sale of 45,500,000 shares of our class A common stock in the offerings, assuming an initial public offering price of $17.00 per share, the midpoint of the range listed on the cover of this prospectus.

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DILUTION

      The pro forma net tangible book value as of September 30, 2000 was $(756.8) million or about $(2.62) per share, giving effect to the issuance of 853 shares of our series A preferred stock and the exchange of 3,003 shares of our series A preferred stock, including the 853 shares of series A preferred stock to be issued, for 18,100,386 shares of our class B common stock, assuming the exchange occurred on September 30, 2000. Net tangible book value per share represents the amount of our stockholders’ (deficit) equity, less intangible assets, divided by the number of shares of common stock outstanding on September 30, 2000.

      Net tangible book value dilution per share represents the difference between the following:

	•	the amount paid per share by purchasers of our class A common stock in the offerings; and
	•	the pro forma as adjusted net tangible book value per share of our common stock as of September 30, 2000.

      After giving effect to our sale of 45,500,000 shares of our class A common stock in the offerings under the above assumptions, our adjusted pro forma net tangible book value as of September 30, 2000 would have been $(22.0) million or $(0.07) per share of common stock. This represents an immediate increase in net tangible book value of $2.55 per share to existing stockholders and an immediate dilution of net tangible book value of $17.07 per share to you. The following table illustrates this dilution:

      The table below summarizes on a pro forma basis as of September 30, 2000, under the above assumptions, the difference between our existing stockholders and the new investors in the offerings with respect to the number of shares purchased from us, the total consideration paid and the average price per share paid.

      The tables above assume no exercise of outstanding options and warrants. As of September 30, 2000, there were 22,750,878 shares of common stock reserved for issuance upon exercise of outstanding options at a weighted average exercise price of $7.37 per share. In addition, 2,211,456 shares of common stock were reserved for issuance upon exercise of outstanding warrants at an exercise price of $1.67 per share. The tables above also assume no exercise of the underwriters’ over-allotment options. As shares are issued in connection with these outstanding warrants or options, you will experience further dilution. See “Management” and “Underwriting.”

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL INFORMATION

      The financial information presented below for the years ended December 31, 1995, 1996, 1997, 1998 and 1999 has been derived from our audited consolidated financial statements. Our consolidated financial statements as of and for the years ended December 31, 1995, 1996, 1997, 1998 and 1999 have been audited by Deloitte & Touche LLP, our independent auditors. Our audited financial statements as of December 31, 1998 and 1999 and for the years ended December 31, 1997, 1998 and 1999 are included at the end of this prospectus. The financial information as of September 30, 2000 and for the nine months ended September 30, 1999 and 2000 has been derived from our unaudited condensed consolidated financial statements, included at the end of this prospectus. This information reflects all adjustments necessary for the fair presentation of this information. All adjustments made were normal recurring accruals. You should not expect the results of operations of interim periods to be an indication of results for a full year.

      Acquisitions. Our results were affected by business combinations, acquisitions and investments. Additional information regarding acquisition and investment activity during 1997, 1998 and 1999 can be found in notes 2, 3 and 15 to the audited consolidated financial statements appearing elsewhere in this prospectus. Additional information regarding acquisition and investment activity for the nine months ended September 30, 2000 can be found in note 2 to the unaudited condensed consolidated financial statements appearing elsewhere in this prospectus.

      Other (Expense) Income, Net. Other (expense) income, net consists primarily of foreign currency transaction losses, of which $57.1 million in the nine months ended September 30, 1999 and $57.0 million in the year ended December 31, 1999 relate to losses associated with the devaluation of the Brazilian real. In 1995, other (expense) income, net includes a $15.0 million charge representing an other than temporary decline in the fair value of our investment in our Mexican operating company as a result of a decline in the Mexican peso.

      Stock Splits. The weighted average number of common shares outstanding reflects a 100,000-for-1 common stock split effective March 6, 1997, a 3.65-for-1 common stock split effective August 25, 1997, a 4-for-1 common stock split effective June 20, 2000 and a 3-for-2 common stock split effective October 23, 2000. Information presented throughout this prospectus has been adjusted to reflect these stock splits.

      Income Tax (Provision) Benefit. We recognized an income tax benefit during 1998 of $22.4 million related to net operating losses of our subsidiaries in Brazil, Mexico and Argentina. Changes in tax legislation in Argentina and Mexico, and depletion of temporary differences in Brazil, have contributed to the decrease in the income tax benefit for 1999 for those operating companies. Additionally, we are precluded from recognizing any income tax benefits associated with U.S. net operating losses until it is more likely than not that we will generate taxable income during periods before the expiration of our accumulated net operating losses.

      EBITDA As Adjusted. EBITDA as adjusted consists of loss before income tax (provision) benefit, interest expense, interest income, depreciation and amortization, equity in losses of unconsolidated affiliates, other (expense) income, net and minority interest in losses of subsidiaries. EBITDA is not a measurement under accounting principles generally accepted in the United States and may not be similar to EBITDA measures of other companies. This information is provided because it is commonly used in the telecommunications industry as a measure of a company’s historical ability to service its debt and to fund capital expenditures. However, EBITDA should not be viewed as an alternative to other measurements as determined under generally accepted accounting principles, including but not limited to:

	•	operating loss, as an indicator of our operating performance; and
	•	cash flows from operating, investing and financing activities, as a measure of our liquidity or our ability to meet our cash needs.

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