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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 21, 2006
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NEXTEL PARTNERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
000-29633 91-1930918
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(Commission File Number) (IRS Employer Identification No.)
4500 CARILLON POINT
KIRKLAND, WASHINGTON 98033
(Address of Principal Executive Offices) (Zip Code)
(425) 576-3600
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 21, 2006, Nextel Partners, Inc. issued a press release
announcing its financial and operating results for the fourth quarter and for
the year ended December 31, 2005. A copy of the Company's press release
announcing these financial and operating results and certain other information
is filed herewith as Exhibit 99.1, which is incorporated herein by reference.
The information in this Item 2.02 and Exhibit 99.1 shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
The information presented in the attached press release in Exhibit 99.1
includes financial information prepared in accordance with generally accepted
accounting principles in the United States of America, or GAAP, as well as other
financial measures that may be considered non-GAAP financial measures, including
Adjusted EBITDA; service revenue margin; free cash flow; pro forma net income
(loss) adjusted for the loss on early retirement of debt and deferred taxes; pro
forma income (loss) attributable to common stockholders adjusted for the loss on
early retirement of debt and deferred taxes; ARPU; LRS; and net capital
expenditures. Generally, a non-GAAP financial measure is a numerical measure of
a company's performance, financial position or cash flows that either excludes
or includes amounts that are not normally excluded or included in the most
directly comparable measure calculated and presented in accordance with GAAP. As
described more fully in the notes to the financial tables attached to the press
release in Exhibit 99.1, management believes these non-GAAP measures provide
meaningful additional information about the Company's performance and its
ability to service its long-term debt and other fixed obligations and to fund
its continued growth. The non-GAAP financial measures should be considered in
addition to, but not as a substitute for, the information prepared in accordance
with GAAP. Reconciliations from GAAP results to these non-GAAP financial
measures are provided in the notes to the financial tables attached to the press
release in Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
99.1 Nextel Partners Inc.'s Press Release, dated February 21, 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEXTEL PARTNERS, INC.
By: /s/ Donald. J. Manning
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Name: Donald J. Manning
Title: Vice President, General
Counsel and Secretary
Date: February 21, 2006
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Exhibits
99.1 Nextel Partners Inc.'s Press Release, dated February 21, 2006
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