CORRESP 1 filename1.htm SEC Comment Response October 31, 2012
NII Holdings, Inc.
1875 Explorer Street
Suite 1000
Reston, VA 20190
October 31, 2012

Larry Spirgel
Assistant Director                        
Division of Corporation Finance
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549                 


Re:    NII Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 23, 2012
Form 10-Q for Fiscal Quarter Ended June 30, 2012
Filed August 7, 2012
File No. 000-32421

Dear Mr. Spirgel:

NII Holdings, Inc. (the “Company,” “we,” “our” or “us”) has received your letter dated October 11, 2012 containing comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on February 23, 2012. This letter on behalf of the Company responds to the comments set forth in your letter.
                
For convenience of reference, we have set forth your comments in bold below, with the Company's response following each comment.

Form 10-K for Fiscal Year Ended December 31, 2011
  
1.
We note your response to comment one from our letter dated September 6, 2012. We continue to believe that the impact of the identified errors on your fiscal 2011 reported results of operations is material. As such, please amend your Form 10-K to reflect the restatement of your results.

Response:

After discussions with the Staff regarding our assessment of the materiality of the errors, we will amend our Form 10-K for the fiscal year ended December 31, 2011 to reflect the restatement of our results.
 
2.
Further, we note that your management concluded that Internal Controls over Financial Reporting were effective as of December 31, 2011, and that previously reported material weaknesses, particularly related to your Brazil segment, were sufficiently remediated. In light of the significant impact of the identified errors on your reported results of operations for the fiscal year ended 2011, and the additional errors identified in the first and second quarters of 2012, tell us in detail how you were able to conclude that your Internal Controls over Financial Reporting were effective as of December 31, 2011.

Response:

In connection with the restatement noted above, we will reevaluate our Internal Controls over Financial Reporting as of December 31, 2011. We expect to determine that the material weakness identified in Part 1, Item 4


of our Form 10-Q for the quarterly period ended June 30, 2012 existed as of December 31, 2011 and that our Internal Controls over Financial Reporting were not effective as of that date.
                
If you have any questions concerning the foregoing responses, please do not hesitate to contact me at (703) 480-2913. In addition, we respectfully request that you provide a facsimile of any additional comments you may have to my attention at (703) 547-5293.

Thank you for your assistance in this matter.

 
 
 
Yours Truly,
 
 
 
 
 
 
 
 
By: /s/ DONALD NEFF     
 
 
 
Donald Neff
 
 
 
Vice President and Controller



Enclosures

cc:    Robert S. Littlepage, Jr.