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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 1934For the fiscal year ended
    December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to     Commission file number
    001-34196
 Clearwire Corporation
  DELAWARE

56-2408571(State Of
    Incorporation)

(I.R.S.
    ID)   4400 CARILLON POINT, KIRKLAND, WASHINGTON 98033
 (425) 216-7600
  Securities registered pursuant to Section 12(b) of the
    Act:
 CLASS A COMMON STOCK
  Securities registered pursuant to Section 12(g) of the
    Act:
 NONE
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer oNon-accelerated
    filer þ

Smaller reporting
    company o(Do not check  if  a smaller reporting company)   Rule 12b-2 o þ
     DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  ANNUAL
    REPORT ON
    FORM 10-K
    For The Fiscal Year Ended December 31, 2008
  Table of
    Contents
  PagePART IItem 1.


Business


2Item 1A.


Risk Factors


25Item 1B.


Unresolved Staff Comments


44Item 2.


Properties


44Item 3.


Legal Proceedings


45Item 4.


Submission of Matters to a Vote of Security
    Holders


46PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters, and Issuer Purchases of Equity
    Securities


46Item 6.


Selected Financial Data


48Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


50Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


71Item 8.


Financial Statements and Supplementary Data


73Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


121Item 9A.


Controls and Procedures


121Report of Management on Internal Control over Financial
    ReportingItem 9B.


Other Information


121PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


122Item 11.


Executive Compensation


122Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


122Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


122Item 14.


Principal Accountant Fees and Services


122PART IVItem 15.


Exhibits and Financial Statement Schedules


122Signatures.


123EX-4.2EX-10.19EX-10.20EX-10.24EX-10.26EX-10.27EX-10.28EX-10.29EX-10.30EX-10.31EX-10.32EX-10.33EX-10.34EX-10.39EX-10.40EX-10.41EX-21.1EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1




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CLEARWIRE
    CORPORATION AND SUBSIDIARIES
 PART I  Explanatory
    Note
    Special
    Note Regarding Forward Looking Statements
  Form 10-K,
    ITEM 1.
    Business  Overview
       2




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802.16e-2005,
        
    Fast.  We offer connectivity speeds that
    typically exceed cellular networks and we believe offer a
    competitive alternative to wireline broadband offerings.
    Simple.  Our services are easy to acquire and
    use, with little or no professional installation typically
    required.
    Mobile.  Unlike wireline networks, our
    customers have the ability to access our networks from anywhere
    within our coverage area.
    Reliable.  We use licensed radio frequencies,
    or spectrum, which enables us to minimize interference common on
    certain wireless networks that use unlicensed or shared radio
    frequencies.
    Affordable.  We offer a value proposition that
    is competitive while recognizing the unique benefits of our
    service offerings.  and/or
   3




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The
    Transactions and Corporate Structure
    
    Old Clearwire merged with and into an indirect subsidiary of
    Clearwire, with Old Clearwire surviving as a direct,
    wholly-owned subsidiary of Clearwire Communications, LLC, a
    subsidiary of Clearwire, which we refer to as Clearwire
    Communications. In the merger, each share of Old
    Clearwires common stock was converted into one share of
    Clearwires Class A Common Stock, par value $0.0001
    per share, which we refer to as Clearwire Class A Common
    Stock, and each option and warrant to purchase shares of Old
    Clearwire Class A Common Stock was converted into one
    option or warrant, as applicable, to purchase the same number of
    shares of Clearwire Class A Common Stock on substantially
    the same terms.
    Following the merger, Sprint contributed the Sprint WiMAX
    Business to Clearwire Communications in exchange for
    Class B non-voting common interests in Clearwire
    Communications, which we refer to as Clearwire Communications
    Class B Common Interests. Sprint also purchased, for
    $37,000 in cash, 370 million shares of Clearwires
    Class B Common Stock, par value $0.0001 per share, which we
    refer to as Clearwire Class B Common Stock. Immediately
    following the purchase by Sprint, Clearwire contributed the
    $37,000 that it received from Sprint to Clearwire Communications
    in exchange for 370 million voting equity interests in
    Clearwire Communications, which we refer to as Clearwire
    Communications Voting Interests.
    Following completion of the merger and the Sprint contributions,
    Google invested $500 million in Clearwire in exchange for
    Clearwire Class A Common Stock. Clearwire then contributed
    the $500 million received from Google to Clearwire
    Communications in exchange for Clearwire Communications Voting
    Interests and Class A non-voting common interests in
    Clearwire Communications, which we refer to as Clearwire
    Communications Class A Common Interests.
    Following completion of the merger and the Sprint contributions,
    the Investors, other than Google, invested a total of
    $2.7 billion in exchange for Clearwire Communications
    Voting Interests and Clearwire Communications Class B
    Common Interests. Immediately following this investment, each of
    the Investors, other than Google, contributed to Clearwire its
    Clearwire Communications Voting Interests in exchange for an
    equal number of shares of Clearwire Class B Common Stock.  30-day
   4




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
    Sprint held 370,000,000 shares of Clearwire Class B
    Common Stock and an equivalent number of shares of Clearwire
    Communications Class B Common Interests, representing
    approximately 51.1% of the ownership interest in us.
    Google held 29,411,765 shares of Clearwire Class A
    Common Stock, representing approximately 4.1% of the ownership
    interest in us.
    Intel held 58,823,530 shares of Clearwire Class B
    Common Stock, an equivalent number of shares of Clearwire
    Communications Class B Common Interests, and 36,666,666
    previously purchased shares of Clearwire Class A Common
    Stock, representing approximately 13.2% of the ownership
    interest in us.
    Time Warner Cable held 32,352,941 shares of Clearwire
    Class B Common Stock and an equivalent number of shares of
    Clearwire Communications Class B Common Interests, representing
    approximately 4.5% of the ownership interest in us.
    Comcast held 61,764,705 shares of Clearwire Class B
    Common Stock and an equivalent number of shares of Clearwire
    Communications Class B Common Interests, representing
    approximately 8.5% of the ownership interest in us.
    Bright House held 5,882,353 shares of Clearwire
    Class B Common Stock and an equivalent number of shares of
    Clearwire Communications Class B Common Interests,
    representing approximately 0.8% of the ownership interest in us.
    CW Investments held 588,235 shares of Clearwire
    Class A Common Stock, representing approximately 0.1% of
    the ownership interest in us.      5




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1 Includes
    Intel with respect to Class B Common Stock and Clearwire
    Communications Class B Common Interests purchased as part of the
    Transactions.
  2 Includes
    Eagle River, Motorola, Bell Canada and Intel (with respect to
    shares held in Old Clearwire that were converted into Clearwire
    Class A Common Stock upon closing of the Transactions).
  3 Sprint
    holds its equity interests in Clearwire and Clearwire
    Communications through Sprint HoldCo.
   6




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Business
    Strategy
    
    Redefining the broadband user experience.  We
    plan to deliver a robust, rich and consistent communications
    experience to next generation devices capable of operating on
    our networks. We expect to offer our consumers and business
    customers a fast and mobile broadband connection that enables
    enhanced access to information, applications and online
    entertainment, while also creating new ways for people to
    communicate with each other. Our mobile WiMAX network is being
    designed to serve our subscribers Internet and voice
    communications needs, while also providing subscribers with the
    flexibility to access our services anywhere and anytime in our
    coverage area, whether at home, in the office or on the road. We
    expect that our subscribers will eventually be able to select
    from a number of service offerings, including Internet and voice
    communications service offerings, which will be designed to
    satisfy their varying needs. We expect our mobile broadband
    services to offer faster speeds, greater bandwidth and lower
    latency than are currently available from other wireless service
    providers and will also appeal to subscribers as simple, easy to
    buy and use, reliable and affordable.
    Deploying our service broadly and increasing our subscriber
    base rapidly. We intend to broadly deploy our mobile
    broadband services in markets throughout the United States. We
    are targeting our mobile WiMAX network in the U.S. to cover
    up to 120 million people by the end of 2010. The timing and
    extent of our new market roll-outs will largely be determined by
    our performance in our launched markets and our access to
    additional funding. We believe that this deployment will enable
    us to rapidly increase our subscriber base. Our mobile WiMAX
    network should enable us to offer our mobile broadband services
    to a range of subscribers, from individuals, households and
    businesses to market segments that depend on mobile
    communications, such as public safety personnel, field
    salespeople, traveling professionals, contractors, real estate
    agents and others. Our services should allow us not only to
    target subscribers that desire a mobile network connection, but
    to offer a viable alternative to existing wireline services. To
    reach potential subscribers, we plan to offer our services
    through multiple sales channels, including direct and indirect
    sales representatives, company-owned retail stores, independent
    dealers, Internet sales, telesales, national retail chains
    embedding mobile WiMAX into consumer electronic devices, and
    wholesale arrangements with third parties, including our
    strategic partners. Additionally, under the commercial
    agreements with Sprint, we have the right to offer our
    subscribers access to Sprints network, which will expand
    the geographic area in which our subscribers that choose to
    purchase such access will be able to receive service while we
    are building our network. We are working with equipment vendors
    to develop dual mode devices that will enable these subscribers
    to access both our mobile WiMAX networks and those of Sprint.
    Taking advantage of our leading spectrum
    position.  We believe we hold more wireless
    spectrum in the United States than any other mobile carrier,
    with holdings exceeding more than 43 billion MHz-POPs
    (defined as the product of the number of megahertz associated
    with a spectrum license multiplied by the estimated population
    of the licenses service area) of spectrum in the
    2.5 GHz
    (2496-2690 MHz)
    band in our portfolio, including spectrum we own, lease or have
    pending agreements to acquire or lease. We hold approximately
    150 MHz of spectrum on average in the largest 100 markets
    in the United States. In Europe, we continue to hold
    approximately 8.7 billion MHz-POPs of spectrum,
    predominantly in the 3.5 GHz band, with a varying amount of
    spectrum in each of our markets. We believe that consumers will
    demand greater access to information, applications and online
    entertainment over the Internet, each of which will require
    service providers to be able to offer greater bandwidth access.
    With our growing mobile WiMAX network and leading spectrum
    position, we believe that we are uniquely positioned to satisfy
    this demand. We believe that our significant spectrum holdings,
    both in terms of spectrum depth and breadth, in the 2.5 GHz
    band will be optimal for delivering broadband access services,
    and we believe that our substantial spectrum depth should allow
    us to offer premium services and data intensive multimedia
    content. 7




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
    Leveraging key strategic relationships.  We
    expect to benefit from our key strategic relationships with
    industry-leaders that have a strong track record of driving
    technology innovation, delivering premium content, and marketing
    compelling products and services to consumers, including Sprint,
    Intel, Google, Comcast, Time Warner Cable and Bright House. Each
    of Sprint, Comcast, Time Warner Cable and Bright House are
    entitled to market and resell wireless broadband services over
    our network as part of a defined bundle, subject to certain
    exceptions, under their own brand names to the more than
    100 million people in the United States receiving their
    services, which we believe will lead to more rapid growth in the
    number of people using our network. In addition, we believe
    these relationships place us in an advantageous position with
    respect to access to existing wireless infrastructure,
    cutting-edge online applications and subscriber devices with
    embedded mobile WiMAX capabilities.
    Offering premium value-added services and
    content.  We intend to generate incremental
    revenues, leverage our cost structure and improve subscriber
    retention by offering a variety of premium services and content
    over our network. We intend initially to focus on voice services
    as a primary premium service. As of December 31, 2008, we
    offer VoIP telephony services on a fixed basis to our
    subscribers homes and offices in 45 of our domestic
    markets. We currently also offer fixed VoIP telephony services
    in Portland, Oregon, and expect to offer mobile VoIP telephony
    services in each of our mobile WiMAX markets within two to three
    years. Other future service and content offerings may include
    live videoconferencing, online games and music broadcast
    programming, video on demand, and location based services. We
    believe that our planned mobile WiMAX deployment will enable us
    to offer additional premium services and content over our
    network as manufacturers develop and sell subscriber devices
    that take advantage of the capabilities of mobile WiMAX
    technology.
    Achieving efficient economics.  We believe our
    economic model for deploying our network combines meaningful
    early coverage while optimizing the capital outlay required for
    us to build the network and obtain subscribers. We believe our
    business requires significantly lower fixed capital and
    operating expenditures relative to other wireless and wireline
    broadband service providers. Our deployment plan is based on
    replicable and scalable individual market builds, allowing us to
    repeat our build-out processes as we expand. Under our
    commercial agreements with Sprint, we expect to be able to
    leverage existing Sprint network infrastructure to both
    accelerate the build-out and reduce the costs of network
    deployment, including utilizing its towers, collocation
    facilities and fiber resources. We also expect to achieve lower
    subscriber acquisition costs due to manufacturers plans to
    embed mobile WiMAX chipsets into handheld communications and
    consumer electronic devices, such as notebook computers,
    netbooks, mobile Internet devices, or MIDs, PDAs, gaming
    consoles and MP3 players. This should reduce subscriber
    acquisition costs by reducing subsidies and leveraging
    manufacturers distribution networks. As our capabilities
    evolve, we also expect to generate incremental revenue from our
    subscriber base by developing and offering premium products and
    services, such as VoIP telephony services.  Services
     8




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Clearwire
    Wireless Broadband Services
    
    subscribers who require a portable or mobile high-speed Internet
    connection, such as on-the-go professionals, field salespeople,
    contractors, public safety personnel and others;
    subscribers who value the flexibility of a portable or mobile
    wireless broadband service;
    subscribers who desire a simple way to obtain and use high-speed
    Internet access at a reasonable price; and
    subscribers who are dissatisfied with other service offerings,
    often because of perceived or actual poor quality of service,
    slow speeds, price, the requirement to participate in undesired
    bundled offers, difficulty of installation or unsatisfactory
    customer service.  dial-up
      charge-per-call
   9




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Clear
    Mobile Broadband Services
  tm
            Markets
    Served and Deployment
       10




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Sales and
    Marketing
        Direct
    Indirect
   11




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Clearwire
    Owned and Operated Retail Outlets
    Internet
    and Telephone Sales
    Embedded
    Devices
    Wholesale
    Distribution
    Customer
    Service and Technical Support
  set-up
 12




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
    toll-free, live telephone and email-based assistance available
    seven days a week;
    resources on our website that cover frequently asked questions
    and provide signal and networking tips;
    online account access and, for VoIP telephony subscribers,
    web-based resources that allow them to control their telephony
    features and settings; and
    a network of service technicians available to provide
    on-site
    customer assistance and technical support.    Our
    Networks
  Overview
      
    simple self-installation by subscribers and provisioning of
    modems;
    supports fixed, portable and mobile service offerings using a
    single network architecture;
    easy network and tower installation and deployment requirements;
    flexible and scalable IP based architecture capable of very high
    capacity and efficient Quality of Service;
    a radio access technology that can service large metropolitan or
    small rural areas;
    ability to provide overlapping coverage from multiple sites for
    reliable and robust connectivity; and
    enhanced reliability and reduced latency provided by linking our
    towers via a microwave ring topology that carries the majority
    of our backhaul traffic over licensed and unlicensed frequencies.    Technology
  IP-compatible IP-based,
 13




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IP-based,
    
    Open Standard.  Mobile WiMAX technology is
    based on the
    802.16e-2005
    IEEE standard. It is an open standard that builds off the
    success of the 802.11 IEEE family of standards more commonly
    known as Wi-Fi. We expect mobile WiMAX to attract many equipment
    vendors in the IT and consumer electronic industries just as
    Wi-Fi has done.
    Time-to-Market.  Mobile WiMAX has a unique head
    start over other 4G technologies. The standards for Long Term
    Evolution, which we refer to as LTE, are expected to be ratified
    in March 2009, and as a result, we do not expect commercial LTE
    equipment to be widely deployed before 2010, at the earliest.
    Expansive and Diverse Ecosystem.  The global
    support of WiMAX continues to build momentum with more than 300
    WiMAX deployments now in 118 countries, and incumbent wireless
    operators in Russia and India recently announced additional
    commitments to deploy mobile WiMAX networks. While the device
    ecosystem for 2G and 3G cellular is primarily focused on
    telecommunications, the WiMAX ecosystem extends beyond
    telecommunications and includes the consumer electronics and PC
    industries.  Radio
    Access Network Components
  IP-based
     14




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Backhaul
    Network
    Network
    Core
    
    authenticating and authorizing subscribers;
    aggregating and routing traffic to and from the Internet:
    subscriber provisioning and billing;
    controlling IP addresses and connecting to the Internet; and
    offering value-added services such as live video, location-based
    services, and music broadcast programming.  Network
    Management and Operational Support Systems (OSS)
    Spectrum
    United
    States
   15




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16




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International
    Frequency

LicensedCountry

(GHz)

Population(1)

MHz-POPs(2)(In millions)

(In millions)SubsidiariesBelgium


3.5



10.4



1,040.0Germany


3.5



82.5



3,465.0Ireland


3.5/3.6



1.5



127.5Poland


3.6



38.1



1,066.8Romania


3.5



21.6



1,209.6Spain


3.5



45.1



1,804.0     (1)
    
    Estimates based on country population data derived from the
    Economist Intelligence Unit database.(2)
    
    Represents the amount of our spectrum in a given area, measured
    in MHz, multiplied by the estimated population of that area.      Research
    and Development
     17




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Suppliers
    Competition
      Cellular
    and PCS Services
    Cable
    Modem and DSL Services
    Wireless
    Broadband Service Providers
   18




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Satellite
    WISPs
    and Wi-Fi
    International
    Other
    Regulatory
    Matters
  Overview
    Broadband
    Internet Access Regulation
     19




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Telecommunications
    Regulation
  truth-in-billing,
     20




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IP-enabled IP-enabled IP-compatible
    711-dialing
   21




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IP-services
  Spectrum
    Regulation
      30-month 18-month
 22




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23




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Clearwire/Sprint
    Transaction Regulation
    Sprint Nextel Merger Order
  Internet
    Taxation
    Intellectual
    Property
   24




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Employees
      Our
    Corporate Information
  (425) 216-7600. http://www.clearwire.com.
  ITEM 1A.
    Risk
    Factors  We are
    an early stage company, and we expect to continue to realize
    significant net losses for the foreseeable future.
    
    our results of operations may fluctuate significantly, which may
    adversely affect the value of an investment in Clearwire
    Class A Common Stock;
    we may be unable to develop and deploy our next generation
    wireless broadband network, expand our services, meet the
    objectives we have established for our business strategy or grow
    our business profitably, if at all;
    because of our limited operating history, it may be difficult to
    predict accurately our key operating and performance metrics
    utilized in budgeting and operational decisions;
    our next generation wireless broadband network relies on mobile
    WiMAX technology that is new and has not been widely
    deployed; and
    our network and related technologies may fail or the quality and
    number of services we are able to provide may decline if our
    network operates at maximum capacity for an extended period of
    time or fails to perform to our expectations.    If we
    do not obtain additional financing, our business prospects,
    financial condition and results of operations will be adversely
    affected.
   25




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Our
    substantial indebtedness and restrictive debt covenants could
    limit our financing options and liquidity position and may limit
    our ability to grow our business.
       26




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
    cash flows from operations and investing activities were
    negative for the Old Clearwire and the Sprint WiMAX Business
    since inception and are expected to be so for us for some time,
    and we may not be able to obtain additional financing to fund
    working capital, operating losses, capital expenditures or
    acquisitions, including spectrum acquisitions, on terms
    acceptable to us, or at all;
    we may be unable to refinance our indebtedness on terms
    acceptable to us, or at all; and
    our substantial indebtedness may make us more vulnerable to
    economic downturns and limit our ability to withstand
    competitive pressure.    
    pay dividends to members of Clearwire Communications, including
    Clearwire;
    incur, or cause certain of our subsidiaries to incur, additional
    indebtedness;
    permit liens on or conduct sales of any assets pledged as
    collateral;
    sell all or substantially all of our assets or consolidate or
    merge with or into other companies;
    repay existing indebtedness; and
    engage in transactions with affiliates.      We
    have committed to deploy a wireless broadband network using
    mobile WiMAX technology and would incur significant costs to
    deploy alternative technologies, even if there are alternative
    technologies available in the future that would be
    technologically superior or more cost effective.
   27




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If
    third parties fail to develop and deliver the equipment that we
    need for both our existing and future networks, we may be unable
    to execute our business strategy or operate our
    business.
      We may
    experience difficulties in constructing, upgrading and
    maintaining our network, which could adversely affect customer
    satisfaction, increase subscriber churn and costs incurred, and
    decrease our revenues.
     28




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Sprint,
    Eagle River and the Investors are our largest stockholders, and
    as a result they together effectively have control over us and
    may have actual or potential interests that may diverge from
    yours.
    
    75% of the voting power of all outstanding stock of Clearwire
    for certain actions, including any merger, consolidation, share
    exchange or similar transaction and any issuance of capital
    stock that would constitute a change of control of Clearwire or
    any of its subsidiaries;
    each of Sprint, Intel and the representative for the Investors,
    as a group, so long as each of Sprint, Intel and the Investors,
    as a group, respectively, owns securities representing at least
    5% of the outstanding voting power of Clearwire, in order to:  
    amend our Amended and Restated Certificate of Incorporation,
    which we refer to as the Clearwire Charter, the bylaws of
    Clearwire, which we refer to as the Clearwire Bylaws, or the
    amended and restated Operating Agreement governing Clearwire
    Communications, which we refer to as the Operating Agreement;
    change the size of the board of directors of Clearwire;
    liquidate Clearwire or Clearwire Communications or declare
    bankruptcy of Clearwire or its subsidiaries;
    effect any material capital reorganization of Clearwire or any
    of its material subsidiaries, other than a financial transaction
    (including securities issuances) in the ordinary course of
    business;
    take any action that could cause Clearwire Communications or any
    of its material subsidiaries to be taxed as a corporation for
    federal income tax purposes; and
    subject to certain exceptions, issue any Clearwire Class B
    Common Stock or any equity interests of Clearwire Communications;
    Eagle River, for so long as Eagle River owns at least 50% of the
    shares of the Common Stock received by it in the Transactions,
    and the proposed action would disproportionately and adversely
    affect Eagle River, the public stockholders of Clearwire or
    Clearwire in its capacity as a member of Clearwire
    Communications, in order to amend the Clearwire Charter, the
    Clearwire Bylaws or the Operating Agreement or to change the
    size of the board of directors of Clearwire; and
    each of Sprint, Intel and the Investors, as a group, so long as
    each of Sprint, Intel and the Investors, as a group,
    respectively, owns both (1) at least 50% of the number of
    shares of Common Stock received by it in the Transactions and
    (2) securities representing at least 5% of the outstanding
    voting power of 29




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Clearwire, in order for Clearwire to enter into a transaction
    involving the sale of a certain percentage of the consolidated
    assets of Clearwire and its subsidiaries to, or the merger of
    Clearwire with, certain specified competitors of Sprint, Intel
    and the Strategic Investors.      Clearwire
    and its subsidiaries may be considered subsidiaries of Sprint
    under certain of Sprints agreements relating to its
    indebtedness.
    We
    will incur significant expense in complying with the terms of
    our 4G MVNO Agreement, and we may not recognize the benefits we
    expect if Sprint and certain of our Investors are not successful
    in reselling our services to their customers, which would
    adversely affect our business prospects and
    results.
    A
    number of our significant business arrangements are between us
    and parties that have an investment in or a fiduciary duty to
    us, and the terms of those arrangements may not be beneficial to
    us.
   30




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Clearwire
    is a controlled company within the meaning of the
    NASDAQ Marketplace Rules and relies on exemptions from certain
    corporate governance requirements.
      
    a majority of the board of directors consist of independent
    directors;
    the compensation of officers be determined, or recommended to
    the board of directors for determination, by a majority of the
    independent directors or a compensation committee comprised
    solely of independent directors; and
    director nominees be selected, or recommended for the board of
    directors selection, by a majority of the independent
    directors or a nominating committee comprised solely of
    independent directors with a written charter or board resolution
    addressing the nomination process.    The
    corporate opportunity provisions in the Clearwire Charter could
    enable certain of our stockholders to benefit from corporate
    opportunities that might otherwise be available to
    us.
     31




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We may
    sustain financial losses if Sprint fails to fulfill its
    indemnification obligations to us.
      The
    integration of Old Clearwires business and the Sprint
    WiMAX Business will present significant challenges that may
    result in a decline in the anticipated benefits of the
    Transactions. Further, the integration may result in a less than
    effective system of internal controls and we may not be able to
    report our financial results accurately, properly safeguard our
    assets or prevent fraud.
    
    integrating successfully each of their operations, technologies,
    products and services;
    coordinating marketing efforts to effectively promote our
    services;
    the necessity of coordinating geographically separated
    organizations, systems and facilities;
    integrating personnel with diverse business backgrounds and
    business cultures;
    consolidating and rationalizing information technology platforms
    and administrative infrastructures as well as accounting systems
    and related financial reporting activities; and
    maintaining an effective system of internal controls during and
    after the process of integration is completed.     32




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The
    market price of Clearwire Class A Common Stock has been and
    may continue to be volatile.
    
    quarterly variations in our results of operations or those of
    our competitors, either alone or in comparison to analysts
    expectations;
    announcements by us or our competitors of acquisitions, new
    products, significant contracts, commercial relationships or
    capital commitments;
    announcements by us regarding the entering into, or termination
    of, material transactions;
    disruption to our operations or those of other companies
    critical to our network operations;
    the emergence of new competitors or new technologies;
    market perceptions relating to the deployment of mobile WiMAX
    networks by other operators;
    our ability to develop and market new and enhanced products on a
    timely basis;
    seasonal or other variations in our subscriber base;
    commencement of, or our involvement in, litigation;
    availability of additional spectrum;
    dilutive issuances of our stock or the stock of our
    subsidiaries, including on the exercise of outstanding warrants
    and options, or the incurrence of additional debt;
    changes in our board or management;
    adoption of new accounting standards;
    Sprints performance may have an effect on the market price
    of Clearwire Class A Common Stock even though we are a
    separate, stand-alone company;
    changes in governmental regulations or the status of our
    regulatory approvals;
    changes in earnings estimates or recommendations by securities
    analysts;
    announcements regarding mobile WiMAX and other technical
    standards;
    the availability or perceived availability of additional capital
    and market perceptions relating to our access to such
    capital; and
    general economic conditions and slow or negative growth of
    related markets.    Many
    of our competitors are better established and have significantly
    greater resources than we have, which may make it difficult to
    attract and retain subscribers.
   33




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##### Table of Contents




    3G cellular PCS and other wireless providers offering wireless
    broadband services and capabilities, including developments in
    existing cellular and PCS technology that may increase network
    speeds or have other advantages over our services, and the
    introduction of future technologies such as LTE, which may
    enable these providers to offer services that are comparable or
    superior to ours;
    incumbent and competitive local exchange carriers providing DSL
    services over their existing wide, metropolitan and local area
    networks;
    wireline operators offering high-speed Internet connectivity
    services and voice communications over cable or fiber optic
    networks;
    satellite and fixed wireless service providers offering or
    developing broadband Internet connectivity and VoIP and other
    telephony services;
    municipalities and other entities operating Wi-Fi networks, some
    of which are free or subsidized;
    Internet service providers offering
    dial-up
    Internet connectivity;
    electric utilities and other providers offering or planning to
    offer broadband Internet connectivity over power lines; and
    resellers, mobile virtual network operators, which we refer to
    as MVNOs, or wholesalers providing wireless Internet or other
    wireless services using infrastructure developed and operated by
    others, including Sprint and the Investors who have the right to
    sell services purchased from us under the 4G MVNO Agreement.      The
    industries in which we operate are continually evolving, which
    makes it difficult to evaluate our future prospects and
    increases the risk of your investment. Our products and services
    may become obsolete, and we may not be able to develop
    competitive products or services on a timely basis or at
    all.
    
    existing service providers may use more traditional and
    commercially proven means to deliver similar or alternative
    services;
    new service providers may use more efficient, less expensive
    technologies, including products not yet invented or developed; 34




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
    consumers may not subscribe to our services or may not be
    willing to pay the amount we expect to receive for our services;
    we may not be able to realize economies of scale;
    our subscribers may elect to cancel our services at rates that
    are greater than we expect;
    we may be unable to respond successfully to advances in
    competing technologies in a timely and cost-effective manner;
    we may lack the financial and operational resources necessary to
    enable the development and deployment of network components and
    software that do not currently exist and that may require
    substantial upgrades to or replacements of existing
    infrastructure; and
    existing, proposed or undeveloped technologies may render our
    existing or planned services less profitable or obsolete.    If we
    do not obtain and maintain rights to use licensed spectrum in
    one or more markets, we may be unable to operate in these
    markets, which could adversely affect our ability to execute our
    business strategy.
      
    inability to satisfy build-out or service deployment
    requirements on which some of our spectrum licenses or leases
    are, or may be, conditioned, which may result in the loss of our
    rights to the spectrum subject to the requirements;
    adverse changes to regulations governing our spectrum rights;
    inability to use a portion of the spectrum we have acquired or
    leased due to interference from licensed or unlicensed operators
    in our band or in adjacent bands;
    refusal by the FCC, or one or more foreign licensing authorities
    to recognize our acquisition or lease of spectrum licenses from
    others or our investments in other license holders;
    inability to offer new services or to expand existing services
    to take advantage of new capabilities of our network resulting
    from advancements in technology due to regulations governing our
    spectrum rights;
    inability to control leased spectrum due to contractual disputes
    with, or the bankruptcy or other reorganization of, the license
    holders, or third parties;
    failure of the FCC or other regulators to renew our spectrum
    licenses or those of our lessors as they expire;
    failure to obtain extensions or renewals of spectrum leases, or
    an inability to renegotiate such leases, on terms acceptable to
    us before they expire, which may result in the loss of spectrum
    we need to operate our network in the market covered by the
    spectrum leases; 35




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##### Table of Contents




    potentially significant increases in spectrum prices, because of
    increased competition for the limited supply of licensed
    spectrum both in the United States and internationally; and
    invalidation of our authorization to use all or a significant
    portion of our spectrum, resulting in, among other things,
    impairment charges related to assets recorded for such spectrum.    Interruption
    or failure of our information technology and communications
    systems could impair our ability to provide our services, which
    could damage our reputation and harm our operating
    results.
      Certain
    aspects of our VoIP residential telephony services differ from
    traditional telephone service, which may limit the
    attractiveness of our services.
    
    our subscribers may experience lower call quality than they
    experience with traditional wireline telephone companies,
    including static, echoes and transmission delays;
    our subscribers may experience higher dropped-call rates than
    they experience with traditional wireline telephone
    companies; and
    a power loss or Internet access interruption may cause our
    service to be interrupted.     36




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##### Table of Contents



If our
    data security measures are breached or customer data is
    compromised, subscribers may perceive our network and services
    as not secure.
    We are
    subject to extensive regulation that could limit or restrict our
    activities and adversely affect our ability to achieve our
    business objectives. If we fail to comply with these
    regulations, we may be subject to penalties, including fines and
    suspensions, which may adversely affect our financial condition
    and results of operations.
  IP-based
   37




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##### Table of Contents



We may
    be unable to protect our intellectual property, which could
    reduce the value of our services and our brand.
     38




---



##### Table of Contents



We
    could be subject to claims that we have infringed on the
    proprietary rights of others, which claims would likely be
    costly to defend, could require us to pay damages and could
    limit our ability to use necessary technologies in the
    future.
    Our
    business will depend on a strong brand, and if we do not
    develop, maintain and enhance our brands, our ability to attract
    and retain subscribers may be impaired and our business and
    operating results may be adversely affected.
  tm
  Acquisitions,
    investments and other strategic transactions could result in
    operating difficulties, dilution, adverse financial reporting
    impact and distractions from our core business.
    
    difficulties in integrating acquired technologies and operations
    into our business while maintaining uniform standards, controls,
    policies and procedures;
    obligations imposed on us by counterparties in such transactions
    that limit our ability to obtain additional financing, our
    ability to compete in geographic areas or specific lines of
    business, or other aspects of our operational flexibility;
    increasing cost and complexity of assuring the implementation
    and maintenance of adequate internal control and disclosure
    controls and procedures, and of obtaining the reports and
    attestations required under the Securities Exchange Act of 1934,
    as amended, which we refer to as the Exchange Act;
    increasing cost and complexity in the proper application of U.S.
    generally accepted accounting principles, which we refer to
    as GAAP; 39




---



##### Table of Contents




    difficulties in consolidating and preparing our financial
    statements due to poor accounting records, weak financial
    controls and, in some cases, financial records at acquired
    entities not based on U.S. GAAP particularly those entities
    in which we lack control; and
    inability to predict or anticipate market developments and
    capital commitments relating to the acquired company, business
    or technology.    Our
    businesses outside the United States operate in a competitive
    environment different than the environment within the United
    States. Any difficulties in managing these businesses could
    occupy a disproportionate amount of our managements
    attention and disrupt our operations.
        We
    rely on highly skilled executives and other personnel. If we
    cannot retain and motivate key personnel, we may be unable to
    implement our business strategy.
   40




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##### Table of Contents



The
    tax allocation methods to be adopted by Clearwire Communications
    are likely to result in disproportionate allocations of taxable
    income.
       41




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##### Table of Contents



Sales
    of certain former Clearwire assets by Clearwire Communications
    may trigger taxable gain to Clearwire.
  36-month 36-month
  Sprint
    and the Investors may shift to Clearwire the tax burden of
    additional built-in gain through a holding company
    exchange.
   42




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##### Table of Contents



36-month
  Mandatory
    tax distributions may deprive Clearwire Communications of funds
    that are required in its business.
    Tax
    loans Clearwire Communications may be required to make to Sprint
    in connection with the sale of certain former Sprint built-in
    gain assets may deprive Clearwire Communications of funds that
    are required in its business.
   43




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##### Table of Contents



The
    ability of Clearwire to use its net operating losses to offset
    its income and gain is subject to limitation.
          ITEM 1B.
    Unresolved
    Staff Comments    ITEM 2.
    Properties     44




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##### Table of Contents



Approximate SizeCity, State (Function)

(Square Feet)Herndon, VA (administrative and WiMAX lab)


130,000Kirkland, WA (headquarters and administrative)


68,500Milton, FL (call center)


40,000Las Vegas, NV (call center)


30,000Henderson, NV (administrative and warehouse space)


29,000Dublin, Ireland (shared service center)


16,000       ITEM 3.
    Legal
    Proceedings  and/or
     45




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##### Table of Contents



ITEM 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  ITEM 5.
    Market
    for Registrants Common Equity, Related Stockholder
    Matters, and Issuer Purchases of Equity Securities  Market
    Prices of Common Stock
    High


LowPeriod Ended December 31, 2008

$
7.80


$
3.24         Clearwire
    Class A Common Stock Repurchases
    MaximumNumber ofTotal Number


Shares (orof Shares


ApproximatePurchased as


Dollar Value)Part of Publicly


That May Yet BeTotal Number





Announced


Purchasedof Shares


Average Price


Plans or


Under the PlansPurchased


Paid Per Share


Programs


or ProgramsNovember 28 to December 31, 2008


108,777


$
5.03







Total


108,777


$
5.03







     Equity
    Compensation Plan
   46




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##### Table of Contents



Number of SecuritiesRemaining AvailableNumber of Securities





for Future IssuanceTo Be Issued Upon





Under EquityExercise of





Compensation PlansOutstanding Options


Weighted Average


(Excluding SecuritiesVesting of Restricted


Exercise Price


Reflected in thePlan category

Stock Units(1)


of Options(3)


First Column)Equity compensation plans approved by stockholders


22,444,226
(2)


14.21



78,859,000     (1)
    
    All of the securities were acquired in connection with the
    closing of the Transactions.(2)
    
    Our equity compensation plans authorize the issuance of stock
    options, stock appreciation rights, restricted stock, restricted
    stock units, and other stock-based awards. Of these shares,
    19,171,601 are to be issued upon the exercise of outstanding
    options and 3,272,625 are to be issued pursuant to the vesting
    of outstanding restricted stock units.(3)
    
    As there is no exercise price for restricted stock units, this
    price represents the weighted average exercise price of stock
    options only.  Dividend
    Policy
    Performance
    Graph
    Comparison
    of Cumulative Total Returns
    Among Clearwire Corporation, NASDAQ Composite Index, and NASDAQ
    Telecom Index
  
  12/1/2008



12/5/2008



12/12/2008



12/19/2008



12/26/2008



12/31/2008Clearwire


$
100.00



$
53.48



$
54.81



$
49.87



$
53.88



$
65.91NASDAQ Composite Index


$
100.00



$
107.96



$
110.20



$
111.89



$
109.45



$
112.80NASDAQ Telecom Index


$
100.00



$
106.07



$
111.21



$
112.66



$
109.92



$
112.14  47




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##### Table of Contents



ITEM 6.
    Selected
    Financial Data    Year Ended December 31,2008(1)


2007(In thousands, except per share data)Statements of Operations Data:Revenues

$
20,489


$
Cost of goods and services and network costs (exclusive of items
    shown separately below)


131,489



48,865Selling, general and administrative expense


150,940



99,490Depreciation and amortization


58,146



3,979Spectrum lease expense


90,032



60,051Transaction related expenses


82,960



Total operating expenses


513,567



212,385Operating loss


(493,078
)


(212,385
)Other income (expense), net


(37,662
)


4,022Non-controlling interests


159,721



Income tax provision


(61,607
)


(16,362
)Net loss

$
(432,626
)

$
(224,725
)Net loss per Clearwire Class A Common Share(2):Basic

$
(0.16
)Diluted

$
(0.28
)Weighted average Clearwire Class A Common Shares
    outstanding:Basic


189,921Diluted


694,921Other Financial Data:Capital expenditures

$
534,196


$
329,469     (1)
    
    The year ended December 31, 2008 includes the results of
    operations for the Sprint WiMAX Business for the first eleven
    months of 2008 prior to the closing of the Transactions and the
    results of our operations subsequent to the Closing. The 2007
    operations data represents the Sprint WiMAX Business
    historical results of operations.(2)
    
    Prior to the Closing, we had no equity as we were a wholly-owned
    division of Sprint. As such, we did not calculate or present net
    loss per share for the period from January 1, 2008 to
    November 28, 2008 and the year ended December 31,
    2007. We have calculated and presented basic and diluted net
    loss per share for the period from November 29, 2008
    through December 31, 2008.  48




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##### Table of Contents



2008


2007(In thousands)Operating Data:Subscribers:(1)United States


424



International


51



     (1)
    
    Represents the number of households and business or governmental
    entities receiving wireless broadband connectivity through our
    network.  2008


2007(In thousands)Balance Sheet Data:Current assets

$
3,165,872


$
8,399Property, plant and equipment, net


1,319,945



491,896Spectrum licenses


4,471,862



2,642,590Total assets


9,124,167



3,144,158Long-term debt


1,350,498



Total stockholders equity


2,066,192



2,464,936  49




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND
    RESULTS OF OPERATIONS
  ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis summarizes the
    significant factors affecting our results of operations,
    financial condition and liquidity position for the years ended
    December 31, 2008 and 2007 and should be read in
    conjunction with our consolidated financial statements and
    related notes included elsewhere in this filing. The following
    discussion and analysis contains forward-looking statements that
    reflect our plans, estimates and beliefs. Our actual results
    could differ materially from those discussed in the
    forward-looking statements. Factors that could cause or
    contribute to these differences include those discussed below
    and elsewhere in this Annual Report on
    Form 10-K,
    particularly in the section entitled Risk
    Factors.
  Forward-Looking
    Statements
  Form 10-K
  Form 10-K
    Recent
    Developments and Overview
         50




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND
    RESULTS OF OPERATIONS  (Continued)
      Business
    Segments
  Disclosures about Segments of an Enterprise and Related
    Information
  Critical
    Accounting Policies
       51




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND
    RESULTS OF OPERATIONS  (Continued)
    Revenue
    Recognition
  Revenue
    Recognition,
    No. 00-21, Revenue Arrangements with Multiple Deliverables and/or
  No. 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent
  No. 01-09 ,
    Accounting for Consideration Given by a Vendor to a Customer
    (Including a Reseller of the Vendors Products), No. 01-09 No. 01-09
     52




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND
    RESULTS OF OPERATIONS  (Continued)
  Impairments
    of Long-lived Assets
    
    a significant decrease in the market price of the asset;
    a significant change in the extent or manner in which the asset
    is being used;
    a significant change in the business climate that could affect
    the value of the asset;
    a current period loss combined with projections of continuing
    losses associated with use of the asset;
    a significant change in our business or technology strategy,
    such as a switch to mobile WiMAX wireless broadband network;
    a significant change in our managements views of growth
    rates for our business; and
    a significant change in the anticipated future economic and
    regulatory conditions and expected technological availability.    Accounting for
    the Impairment or Disposal of Long-Lived Assets
  Impairments
    of Intangible Assets with Indefinite Useful Lives
    
    significant underperformance relative to expected historical or
    projected future operating results;
    significant changes in our use of the acquired assets or the
    strategy for our overall business; and
    significant negative industry or economic trends.  Goodwill and Other Intangible Assets
 53




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND
    RESULTS OF OPERATIONS  (Continued)
    Business
    Combinations
  Business Combinations
  Share-Based
    Compensation
  Share-Based Payment
  Share-Based Payment
    Accounting
    for Spectrum Licenses and Leases
   54




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND
    RESULTS OF OPERATIONS  (Continued)
        Deferred
    Tax Asset Valuation Allowance
  Accounting for Income Taxes
  Investments
  Accounting for Certain Investments in
    Debt and Equity Securities Non-current Marketable Equity Securities
   55




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND
    RESULTS OF OPERATIONS  (Continued)
       Fair
    Value Measurements
  Fair Value
    Measurements
           56




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND
    RESULTS OF OPERATIONS  (Continued)
   57




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  Results
    of Operations
      As
    Reported Results  Year Ended December 31, 2008
    Compared to Year Ended December 31, 2007
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
    (In thousands, except per share data)
  Year Ended December 31,2008


2007REVENUES

$
20,489


$
OPERATING EXPENSES:Cost of goods and services and network costs (exclusive of items
    shown separately below)


131,489



48,865Selling, general and administrative expense


150,940



99,490Depreciation and amortization


58,146



3,979Spectrum lease expense


90,032



60,051Transaction related expenses


82,960



Total operating expenses


513,567



212,385OPERATING LOSS


(493,078
)


(212,385
)OTHER INCOME (EXPENSE):Interest income


1,091



Interest expense


(16,545
)


Foreign currency gains, net


684



Other-than-temporary impairment loss and realized loss on
    investments


(17,036
)


Other income (expense), net


(5,856
)


4,022Total other income (expense), net


(37,662
)


4,022LOSS BEFORE NON-CONTROLLING INTERESTS AND INCOME TAXES


(530,740
)


(208,363
)Non-controlling interests in net loss of consolidated
    subsidiaries


159,721



LOSS BEFORE INCOME TAXES


(371,019
)


(208,363
)Income tax provision


(61,607
)


(16,362
)NET LOSS

$
(432,626
)

$
(224,725
)Net loss per Clearwire Class A Common Share (1):Basic

$
(0.16
)Diluted

$
(0.28
)Weighted average Clearwire Class A Common Shares
    outstanding: 58




---



##### Table of Contents



Year Ended December 31,2008


2007Basic


189,921Diluted


694,921     (1)
    
    Prior to the Closing, we had no equity as we were a wholly-owned
    division of Sprint. As such, we did not calculate or present net
    loss per share for the period from January 1, 2008 to
    November 28, 2008 and the year ended December 31,
    2007. We have calculated and presented basic and diluted net
    loss per share for the period from November 29, 2008
    through December 31, 2008.  Revenue.
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeRevenue

$
20,489


$



$
20,489



N/M     Cost of goods and services and network
    costs.
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeCost of goods and services and network costs

$
131,489


$
48,865


$
82,624



169.1
%     Selling, general and administrative
    expense.
 59




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##### Table of Contents



Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeSelling, general and administrative expense

$
150,940


$
99,490


$
51,450



51.7
%     Depreciation
    and amortization
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeDepreciation and amortization

$
58,146


$
3,979


$
54,167



1361.3
%     Spectrum
    lease expense
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeSpectrum lease expense

$
90,032


$
60,051


$
29,981



49.9
%     Transaction
    related expenses
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeTransaction related expenses

$
82,960


$



$
82,960



N/M    60




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##### Table of Contents



Interest
    expense
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeInterest expense

$
(16,545
)

$



$
(16,545
)


N/M     Other-than-temporary
    impairment loss and realized loss on investments
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeOther-than-temporary impairment loss and realized loss on
    investments, net

$
(17,036
)

$



$
(17,036
)


N/M     Tax
    provision
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeIncome tax provision

$
(61,607
)

$
(16,362
)

$
(45,245
)


276.5
%     Non-controlling
    interests in net loss of consolidated subsidiaries
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeNon-controlling interests in net loss of consolidated
    subsidiaries

$
159,721


$



$
159,721



N/M    61




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##### Table of Contents



Pro Forma
    Results  Year Ended December 31, 2008 Compared
    to Year Ended December 31, 2007
        UNAUDITED
    PRO FORMA COMBINED STATEMENT OF OPERATIONS
 2008


2007(In thousands)REVENUES:

$
230,646


$
151,440OPERATING EXPENSES:Cost of goods and services and network costs (exclusive of items
    shown separately below):


285,759



156,146Selling, general and administrative expense


484,421



461,553Depreciation and amortization


128,602



80,766Spectrum lease expense


250,184



190,942Total operating expenses


1,148,966



889,407OPERATING LOSS


(918,320
)


(737,967
)OTHER INCOME (EXPENSE):Interest income


18,569



65,736Interest expense


(192,588
)


(192,624
)Foreign currency gains, net


153



363Other-than-temporary impairment loss and realized loss on
    investments


(78,447
)


(35,020
)Other expense, net


(11,121
)


(1,647
)Total other income (expense), net


(263,434
)


(163,192
)LOSS BEFORE NON-CONTROLLING INTERESTS AND INCOME TAXES


(1,181,754
)


(901,159
)Non-controlling interests in net loss of consolidated
    subsidiaries


867,608



663,098LOSS BEFORE INCOME TAXES


(314,146
)


(238,061
)Income tax provision






NET LOSS

$
(314,146
)

$
(238,061
)   Revenue.
  62




---



##### Table of Contents



Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeRevenue

$
230,646


$
151,440


$
79,206



52.3
%     Cost of goods and services and network
    costs.
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeCost of goods and services and network costs

$
285,759


$
156,146


$
129,613



83.0
%     Selling, general and administrative
    expense.
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeSelling, general and administrative expense

$
484,421


$
461,553


$
22,868



5.0
%     Depreciation
    and amortization
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeDepreciation and amortization

$
128,602


$
80,766


$
47,836



59.2
%  63




---



##### Table of Contents



Spectrum
    lease expense
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeSpectrum lease expense

$
250,184


$
190,942


$
59,242



31.0
%     Interest
    income
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeInterest income

$
18,569


$
65,736


$
(47,167
)


(71.8
)%     Other-than-temporary
    impairment loss and realized loss on investments
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeOther-than-temporary impairment loss and realized loss on
    investments

$
(78,447
)

$
(35,020
)

$
(43,427
)


124.0
%     Non-controlling
    interests in net loss of consolidated subsidiaries
  Year EndedDecember 31,


Dollar


Percentage(In thousands, except percentages)

2008


2007


Change


ChangeNon-controlling interests in net loss of consolidated
    subsidiaries

$
867,608


$
663,098


$
204,510



30.8
%    64




---



##### Table of Contents



Pro Forma
    Reconciliation
        UNAUDITED
    PRO FORMA COMBINED STATEMENTS OF OPERATIONS
 Year Ended December 31, 2008


Year Ended December 31, 2007Historical








Historical12 Month Period


11 Month Period


Purchase


Clearwire


12 Month Period


12 Month Period


Purchase


ClearwireClearwire


Old


Acctng and


Corporation


Clearwire


Old


Acctng and


CorporationCorporation(1)


Clearwire


Other(2)


Pro Forma


Corporation(1)


Clearwire


Other(2)


Pro Forma(In thousands)REVENUES:

$
20,489


$
210,157


$



$
230,646


$



$
151,440


$



$
151,440OPERATING EXPENSESCost of goods and services and network costs (exclusive of items
    shown separately below):


131,489



154,270







285,759



48,865



107,281







156,146Selling, general and administrative expense


150,940



372,381



(38,900
)(a)


484,421



99,490



362,063







461,553Depreciation and amortization


58,146



104,817



(52,865
)(b)


128,602



3,979



84,694



(29,399
)(b)


80,76618,504
(c)














21,492
(c)Spectrum lease expense


90,032



128,550



34,163
(c)


250,184



60,051



96,417



37,268
(c)


190,942(2,561
)(d)














(2,794
)(d)Transaction related expenses


82,960



46,166



(48,553
)(e)


















(80,573
)(f)Total operating expenses


513,567



806,184



(170,785
)


1,148,966



212,385



650,455



26,567



889,407OPERATING LOSS


(493,078
)


(596,027
)


170,785



(918,320
)


(212,385
)


(499,015
)


(26,567
)


(737,967
)OTHER INCOME (EXPENSE):Interest income


1,091



17,478







18,569







65,736







65,736Interest expense


(16,545
)


(94,438
)


94,055
(g)


(192,588
)






(96,279
)


95,285
(g)


(192,624
)(175,660
)(h)














(191,630
)(h)Foreign currency gains (losses), net


684



(531
)






153







363







363Loss on extinguishment of debt






















(159,193
)


159,193
(g)


Other-than-temporary impairment loss and realized loss on
    investments


(17,036
)


(61,411
)






(78,447
)






(35,020
)






(35,020
)Other income (expense), net


(5,856
)


(2,704
)


(2,561
)(d)


(11,121
)


4,022



(2,875
)


(2,794
)(d)


(1,647
)Total other income (expense), net


(37,662
)


(141,606
)


(84,166
)


(263,434
)


4,022



(227,268
)


60,054



(163,192
)LOSS BEFORE NON-CONTROLLING INTERESTS AND INCOME TAXES


(530,740
)


(737,633
)


86,619



(1,181,754
)


(208,363
)


(726,283
)


33,487



(901,159
)Non-controlling interests in net loss of consolidated
    subsidiaries


159,721



3,492



704,395
(f),(i)


867,608







4,244



658,854
(i)


663,098LOSS BEFORE INCOME TAXES


(371,019
)


(734,141
)


791,014



(314,146
)


(208,363
)


(722,039
)


692,341



(238,061
) 65




---



##### Table of Contents



Year Ended December 31, 2008


Year Ended December 31, 2007Historical








Historical12 Month Period


11 Month Period


Purchase


Clearwire


12 Month Period


12 Month Period


Purchase


ClearwireClearwire


Old


Acctng and


Corporation


Clearwire


Old


Acctng and


CorporationCorporation(1)


Clearwire


Other(2)


Pro Forma


Corporation(1)


Clearwire


Other(2)


Pro Forma(In thousands)Income tax provision


(61,607
)


(5,379
)


66,986
(j)






(16,362
)


(5,427
)


21,789
(j)


NET LOSS

$
(432,626
)

$
(739,520
)

$
858,000


$
(314,146
)

$
(224,725
)

$
(727,466
)

$
714,130


$
(238,061
)     (1)
    
    Basis of Presentation      30-day
    (2)
    Pro Forma Adjustments Related to Purchase Accounting and Other
    Non-recurring Charges for the Years Ended December 31, 2008
    and 2007   66




---



##### Table of Contents



Regulation S-X
  (a)
    Represents the accelerated vesting of stock options for certain
    members of management upon the Closing, which resulted in a
    one-time charge of approximately $38.9 million recorded by
    Old Clearwire in its historical financial statements for the
    11 months ended November 28, 2008. As these are
    non-recurring charges directly attributable to the Transactions,
    they are excluded from the unaudited pro forma combined
    statement of operations for the year ended December 31,
    2008.(b)
    The adjustments are to record depreciation and amortization
    expense on a pro forma basis related to the new basis of Old
    Clearwire property, plant and equipment in purchase accounting
    which are being depreciated and amortized over their estimated
    remaining useful lives on a straight-line basis. The reduction
    in depreciation results from a decrease in the carrying value of
    property, plant and equipment as a result of the allocation of
    the excess of the estimated fair value of net assets acquired
    over the purchase price.(c)
    Represents the adjustments to record amortization on a pro forma
    basis related to the new basis of the Old Clearwire spectrum
    lease contracts and other intangible assets over their estimated
    weighted average remaining useful lives on a straight-line basis.(d)
    Represents the elimination of intercompany other income and
    related expenses associated with the historical agreements
    pre-Closing between the Sprint WiMAX Business and Old Clearwire,
    where Old Clearwire leased spectrum licenses from the Sprint
    WiMAX Business.(e)
    Represents the reversal of transaction costs of
    $48.6 million for the year ended December 31, 2008,
    comprised of $33.4 million of investment banking fees and
    $15.2 million of other professional fees, recorded in the
    Old Clearwire historical financial statements for the year ended
    December 31, 2008. As these are non-recurring charges
    directly attributable to the Transactions, they are excluded
    from the unaudited pro forma combined statement of operations
    for the year ended December 31, 2008.(f)
    Prior to the Closing, Sprint leased spectrum to Old Clearwire
    through various spectrum lease agreements. As part of the
    Transactions, Sprint contributed both the spectrum lease
    agreements and the spectrum assets underlying those agreements.
    As a result of the Transactions, the spectrum lease agreements
    were effectively terminated, and the settlement of those
    agreements was accounted for as a separate element from the
    business combination. A settlement loss of $80.6 million
    resulted from the termination as the agreements were considered
    to be unfavorable to us relative to current market rates. This
    one-time charge recorded by Clearwire at the Closing is excluded
    from the unaudited pro forma combined statement of operations
    for the year ended December 31, 2008.(g)
    Prior to the Closing of the Transactions, Old Clearwire
    refinanced the Senior Term Loan Facility and renegotiated the
    loan terms. Historical interest expense related to the Senior
    Term Loan Facility before the refinancing and amortization of
    the deferred financing fees recorded by Old Clearwire, in the
    amounts of $94.1 million and $95.3 million for the
    years ended December 31, 2008 and 2007, respectively, have
    been reversed as if the Transactions were consummated on
    January 1, 2007. Additionally, the loss on extinguishment
    of debt of $159.2 million recorded for the year ended
    December 31, 2007 was reversed in the unaudited pro forma
    combined statement of operations.(h)
    Represents the adjustment to record pro forma interest expense
    assuming the Senior Term Loan Facility and the Sprint Tranche
    under the Amended Credit Agreement were outstanding as of the
    beginning of the earliest period presented, January 1,
    2007. The Closing would have resulted in an event of default
    under the terms of the credit agreement underlying the Senior
    Term Loan Facility unless the consent of the 67




---



##### Table of Contents



lenders was obtained. On November 21, 2008, Old Clearwire
    entered into the Amended Credit Agreement with the lenders to
    satisfy this closing condition. The Amended Credit Agreement
    resulted in additional fees to be paid and adjustments to the
    underlying interest rates. The Sprint Pre-Closing Financing
    Amount was assumed by Clearwire on the Closing as a result of
    the financing of the Sprint WiMAX Business by Sprint for the
    period April 1, 2008 through the Closing, and added as an
    additional tranche under the Amended Credit Agreement. Pro forma
    interest expense was calculated over the period using the
    effective interest method resulting in an adjustment of
    $175.7 million and $191.6 million for the years ended
    December 31, 2008 and 2007, respectively, based on an
    effective interest rate of 14.0 percent. Pro forma interest
    expense also reflects an adjustment to accrete the debt to par
    value. Pro forma interest expense was calculated based on the
    contractual terms under the Amended Credit Agreement, assuming a
    term equal to its contractual maturity of 30 months and the
    underlying interest rate was the base rate of 2.75 percent,
    as the 3 month LIBOR rate in effect at the Closing was less
    than the base rate. A one-eighth percentage change in the
    interest rate would increase or decrease interest expense by
    $1.6 million and $1.7 million for the years ended
    December 31, 2008 and 2007, respectively.  (i)
    Represents the allocation of a portion of the pro forma combined
    net loss to the non-controlling interests in consolidated
    subsidiaries based on Sprints and the Investors
    (other than Google) ownership of the Clearwire Communications
    Class B Common Interests in Clearwire Communications upon
    Closing and reflects the contributions by CW Investments
    and the Investors at $17.00 per share following the post-closing
    adjustment. This adjustment is based on pre-tax loss since
    income tax consequences associated with any loss allocated to
    the Clearwire Communications Class B Common Interests will
    be incurred directly by the Investors (other than Google) and by
    Sprint.(j)
    Represents the adjustment to reflect the pro forma income tax
    expense for each period which was determined by computing the
    pro forma effective tax rates for each period, giving effect to
    the Transactions. Clearwire expects to generate net operating
    losses into the foreseeable future and thus has recorded a
    valuation allowance for the deferred tax assets not expected to
    be realized. Therefore, for the years ended December 31,
    2008 and 2007, no tax benefit was recognized.  Liquidity
    and Capital Resource Requirements
         68




---



##### Table of Contents



Cash
    Flow Analysis
        Year Ended December 31,2008


2007Cash used in operating activities

$
(406,306
)

$
(339,519
)Cash used in investing activities


(2,245,830
)


(683,080
)Cash provided by financing activities


3,857,755



1,022,599Effect of foreign currency exchange rates on cash and cash
    equivalents


524



Total cash flows


1,206,143



Cash and cash equivalents at beginning of period






Cash and cash equivalents at end of period

$
1,206,143


$
   Operating
    Activities
      Investing
    Activities
      Financing
    Activities
   69




---



##### Table of Contents



Contractual
    Obligations
    Less ThanContractual Obligations

Total


1 Year


1 - 3 Years


3 - 5 Years


Over 5 YearsLong-term debt obligations

$
1,490,838


$
14,292


$
1,476,546


$



$
Interest payments(1)


401,665



125,007



276,658







Operating lease obligations


2,868,823



119,390



238,357



237,862



2,273,214Spectrum lease obligations


5,020,998



149,833



248,876



268,393



4,353,896Other contractual obligations(2)


541,822



246,357



169,483



34,460



91,522Total

$
10,324,146


$
654,879


$
2,409,920


$
540,715


$
6,718,632     (1)
    
    Our interest payment obligations are estimated for all years
    using an interest rate of approximately 14.73%, based on our
    expected interest rate through the term of the loan.(2)
    
    Includes agreements to purchase equipment and installation
    services, backhaul and other goods and services from suppliers
    with take-or-pay obligations.    Recent
    Accounting Pronouncements
  SFAS No. 141(R) Business Combinations
  SFAS No. 160 Noncontrolling Interests
    in Consolidated Financial Statements Consolidated Financial
    Statements
 70




---



##### Table of Contents



SFAS No. 161 Disclosures about Derivative
    Instruments and Hedging Activities
  FSP
    No. 142-3 No. 142-3, Determination of the Useful Life of Intangible Assets No. 142-3. No. 142-3 No. 142-3 No. 142-3 No. 142-3, No. 142-3
  ITEM 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Risk
  1 2
 71




---



##### Table of Contents



Foreign
    Currency Exchange Rates
    Investment
    Risk
      Derivative
    Instruments
      Type of

Notional

Maturity

Receive

Pay

Fair MarketDerivative

Amount

Date

Index Rate

Fixed Rate

ValueSwap

$
300,000



3/5/2010



3-month LIBOR



3.50
%

$
(7,847
)Swap

$
300,000



3/5/2011



3-month LIBOR



3.62
%

$
(13,744
)    72




---



##### Table of Contents



ITEM 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Report of Independent Registered Public
    Accounting Firm


74Report of Independent Registered Public
    Accounting Firm


75Consolidated Balance Sheets as of
    December 31, 2008 and 2007


76Consolidated Statements of Operations for the
    years ended December 31, 2008 and 2007


77Consolidated Statements of Cash Flows for the
    years ended December 31, 2008 and 2007


78Consolidated Statements of Stockholders
    Equity and Comprehensive Loss for the years ended
    December 31, 2008 and 2007


79Notes to Consolidated Financial Statements


80  73




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               /s/  Deloitte &
    Touche LLP    74




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          
   
 75




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEETS  December 31,


December 31,2008


2007(In thousands, except share and per share data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
1,206,143


$
Short-term investments (Note 4)


1,901,749



Restricted cash


1,159



Accounts receivable, net of allowance of $913 and $0


4,166



Notes receivable


4,837



Inventory


3,174



Prepaids and other assets


44,644



8,399Total current assets


3,165,872



8,399Property, plant and equipment, net (Note 5)


1,319,945



491,896Restricted cash


8,381



Long-term investments (Note 4)


18,974



Spectrum licenses (Note 6)


4,471,862



2,642,590Other intangible assets, net (Note 7)


122,808



1,273Investments in equity investees


10,956



Other assets


5,369



TOTAL ASSETS

$
9,124,167


$
3,144,158LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable and accrued expenses (Note 8)

$
145,417


$
Deferred revenue


11,761



Current portion of long-term debt (Note 10)


14,292



Total current liabilities


171,470



Long-term debt (Note 10)


1,350,498



Deferred tax liabilities (Note 9)


4,164



679,222Other long-term liabilities


95,225



Total liabilities


1,621,357



679,222NON-CONTROLLING INTERESTS (Note 15)


5,436,618



COMMITMENTS AND CONTINGENCIES (Note 13)STOCKHOLDERS EQUITY (Note 15):Class A Common Stock, par value $0.0001,
    1,300,000,000 shares authorized; 190,001,706 shares
    issued and outstanding as of December 31, 2008


19



Class B Common Stock, par value $0.0001,
    750,000,000 shares authorized; 505,000,000 shares
    issued and outstanding as of December 31, 2008


51



Additional paid-in capital


2,092,861



Business equity of the Sprint WiMAX Business






2,464,936Accumulated other comprehensive income (Note 17)


3,194



Accumulated deficit


(29,933
)


Total stockholders equity


2,066,192



2,464,936TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
9,124,167


$
3,144,158    76




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  Year Ended December 31,2008


2007(In thousands, except per share data)REVENUES

$
20,489


$
OPERATING EXPENSES:Cost of goods and services and network costs (exclusive of items
    shown separately below)


131,489



48,865Selling, general and administrative expense


150,940



99,490Depreciation and amortization (Notes 5 and 7)


58,146



3,979Spectrum lease expense (Notes 6 and 13)


90,032



60,051Transaction related expenses (Note 3)


82,960



Total operating expenses


513,567



212,385OPERATING LOSS


(493,078
)


(212,385
)OTHER INCOME (EXPENSE):Interest income


1,091



Interest expense (Note 10)


(16,545
)


Foreign currency gains, net


684



Other-than-temporary impairment loss and realized loss on
    investments (Note 4)


(17,036
)


Other income (expense), net


(5,856
)


4,022Total other income (expense), net


(37,662
)


4,022LOSS BEFORE NON-CONTROLLING INTERESTS AND INCOME TAXES


(530,740
)


(208,363
)Non-controlling interests in net loss of consolidated
    subsidiaries (Note 15)


159,721



LOSS BEFORE INCOME TAXES


(371,019
)


(208,363
)Income tax provision (Note 9)


(61,607
)


(16,362
)NET LOSS

$
(432,626
)

$
(224,725
)Net loss per Class A Common Share (Note 16):Basic

$
(0.16
)Diluted

$
(0.28
)Weighted average Class A Common Shares outstanding:Basic


189,921Diluted


694,921    77




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year Ended December 31,2008


2007(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(432,626
)

$
(224,725
)Adjustments to reconcile net loss to net cash used in operating
    activities:Provision for uncollectible accounts


743



Depreciation and amortization


58,146



3,979Amortization of spectrum leases


17,109



Accretion of debt discount


1,667



Share-based compensation


6,465



Other-than-temporary impairment loss and realized loss on
    investments


17,036



Deferred income taxes


61,607



16,362Loss on settlement of pre-existing lease arrangements


80,573



Non-cash interest on swaps


6,072



Non-controlling interests


(159,721
)


Losses from equity investees, net


174



Gain on other asset disposals


(204
)


Changes in assets and liabilities, net of effects of acquisition:Inventory


(892
)


Accounts receivable


(341
)


Prepaids and other assets


(56,784
)


(135,135
)Accounts payable


(4,044
)


Accrued expenses and other liabilities


(1,286
)


Net cash used in operating activities


(406,306
)


(339,519
)CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures


(534,196
)


(329,469
)Payments for spectrum licenses and other intangible assets


(109,257
)


(353,611
)Purchases of available-for-sale investments


(1,774,324
)


Net cash acquired in acquisition of Old Clearwire


171,780



Net decrease to restricted cash


167



Net cash used in investing activities


(2,245,830
)


(683,080
)CASH FLOWS FROM FINANCING ACTIVITIES:Net advances from Sprint Nextel Corporation


532,165



1,022,599Sprint Nextel Corporation pre-closing financing


392,196



Repayment of Sprint Nextel Corporation pre-closing financing


(213,000
)


Principal payments on long-term debt


(3,573
)


Debt financing fees


(50,000
)


Strategic investors cash contribution


3,200,037



Other financing


(70
)


Net cash provided by financing activities


3,857,755



1,022,599Effect of foreign currency exchange rates on cash and cash
    equivalents


524



Net increase in cash and cash equivalents


1,206,143



CASH AND CASH EQUIVALENTS:Beginning of period






End of period

$
1,206,143


$
SUPPLEMENTAL CASH FLOW DISCLOSURES:Cash paid for interest

$
7,432


$
NON-CASH INVESTING AND FINANCING ACTIVITIESConversion of Old Clearwire Class A shares into New
    Clearwire Class A shares

$
894,433


$
Common stock of Sprint Nextel Corporation issued for spectrum
    licenses


4,000



100,000Fixed asset purchases in accounts payable


40,761



Fixed asset purchases included in advances and contributions
    from Sprint Nextel Corporation






164,652Spectrum purchases in accounts payable


10,560



    78




---



##### Table of Contents



CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE
    LOSS  For the
    Years Ended December 31, 2008 and 2007
  AccumulatedClass A


Class B


Additional Paid In


Business Equity of


Other





TotalCommon Stock


Common Stock


Capital


Sprint WiMAX


Comprehensive


Accumulated


StockholdersShares


Amounts


Shares


Amounts


Amounts


Business


Income


Deficit


Equity(In thousands)Balances at January 1, 2007 (Inception)





$







$



$



$
1,402,410


$



$



$
1,402,410Net advances from Sprint Nextel Corporation






















1,287,251











1,287,251Net loss






















(224,725
)










(224,725
)Comprehensive loss


































(224,725
)Balances at December 31, 2007






















2,464,936











2,464,936Net advances from Sprint Nextel Corporation






















451,925











451,925Net loss (a)






















(402,693
)










(402,693
)Comprehensive loss (a)


































(402,693
)Deferred tax liability retained by Sprint Nextel Corporation






















755,018











755,018Total Sprint Nextel Corporation contribution at
    November 28, 2008






















3,269,186











3,269,186Allocation of Sprint Nextel Corporation business equity at
    closing to Clearwire






















(3,269,186
)










(3,269,186
)Recapitalization resulting from Strategic Transaction


189,484



19



505,000



51



2,092,005















2,092,075Net loss (a)






























(29,933
)


(29,933
)Foreign currency translation adjustment


























2,682







2,682Unrealized gain on investments


























512







512Comprehensive loss (a)


































(26,739
)Share-based compensation and other capital transactions


518















856















856Balances at December 31, 2008


190,002


$
19



505,000


$
51


$
2,092,861


$



$
3,194


$
(29,933
)

$
2,066,192     (a)
    
    Net loss for the year ended
    December 31, 2008 was ($432,626) and comprehensive loss was
    ($429,432).   79




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Description
    of Business  Rule 11-01(d) Regulation S-X.
        
    Cash, cash equivalents and investments, with activity in our
    cash balances being recorded through business equity; 80




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Accounts payable, which were processed centrally by Sprint and
    were passed to us through intercompany accounts that were
    included in business equity; and
    Certain accrued liabilities, which were passed through to us
    through intercompany accounts that were included in business
    equity.    802.16e-2005
  2.
    Summary
    of Significant Accounting Policies    Principles of Consolidation
  Reclassifications
  Use of Estimates
    Cash and Cash Equivalents
 81




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted Cash
  Investments Accounting for Certain Investments in Debt and Equity
    Securities Other Than Temporary Impairment of
    Certain Investments in Debt and Equity Securities
      Fair Value Measurements Fair Value
    Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157 No. 157-2,
 82




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accounts Receivable
  Inventory
  Property, Plant and Equipment
  Accounting for the Impairment or
    Disposal of Long-Lived Assets,
  Internally Developed Software No. 98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use.
  Spectrum Licenses  Goodwill and Other
    Intangible Assets
 83




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property, Plant and
    Equipment
  Other Intangible Assets
  Business Combinations Business Combinations
  Derivative Instruments Accounting for Derivative Instruments
    and Hedging Activities
 84




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Interest Capitalization Capitalization of
    Interest Cost
  Comprehensive Loss
  Income Taxes Accounting for Income Taxes Accounting for Uncertainty in
    Income Taxes
  Non-Controlling Interests
  Revenue Recognition Revenue Recognition
   85




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 00-21, Revenue Arrangements with Multiple Deliverables No. 00-21, No. 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent No. 99-19, No. 01-9, Accounting for Consideration Given by a Vendor to a Customer
    (Including a Reseller of the Vendors Products) No. 01-9. No. 00-21 and/or No. 99-19 No. 01-9
  Advertising Costs
  Research and Development
  Net Loss per Share Earnings Per
    Share
  Share-Based Compensation ), Share-Based Payment
  Operating Leases Accounting for
    Leases Bulletin 85-3, Accounting for Operating Leases with Scheduled Rent
    Increases.
 86




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign Currency
  Concentration of Risk
  Recent
    Accounting Pronouncements
  SFAS No. 141(R) Business Combinations
  SFAS No. 160 Noncontrolling Interests
    in Consolidated Financial Statements Consolidated Financial
    Statements
  SFAS No. 161 Disclosures about Derivative
    Instruments and Hedging Activities,
 87




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FSP
    No. FAS 142-3 No. FAS 142-3, Determination of the Useful Life of Intangible Assets No. 142-3. No. 142-3 No. 142-3 No. 142-3 No. 142-3
  3.
    Strategic
    Transactions          30-day
 88




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Investor

Class A Stock


Class B Stock(2)


% OutstandingSprint HoldCo LLC






370,000,000



51.12
%Comcast Corporation






61,764,705



8.53
%Time Warner Cable Inc.






32,352,941



4.47
%Bright House Networks, LLC






5,882,353



0.81
%Intel Corporation






58,823,530



8.13
%Google


29,411,765







4.06
%Shareholders of Old Clearwire(1)


165,001,706







22.80
%CW Investment Holdings


588,235







0.08
%195,001,706



528,823,529



100.00
%     (1)
    
    Includes shares of Clearwire Class A Common Stock issued to
    Intel Corporation on account of its shares of Old Clearwire
    Class A Common Stock exchanged in the merger.(2)
    
    The Investors hold an equivalent number of Clearwire
    Communications Class B Common Interests  Purchase
    Consideration
        Number of shares of Old Clearwire Class A Common Stock
    exchanged in the Transactions(1)


164,484Closing price per share of Class A Common Stock

$
6.62Fair value of Old Clearwire Class A Common Stock exchanged


1,088,884Fair value adjustment for Old Clearwire stock options
    exchanged(2)


38,014Fair value adjustment for restricted stock units exchanged(3)


1,398Fair value adjustment for warrants exchanged(4)


18,490Transaction costs(5)


51,546Purchase consideration for Old Clearwire before settlement loss


1,198,332Less: net loss from settlement of pre-existing relationships(6)


(80,573
)Purchase consideration for Old Clearwire

$
1,117,759     1.
    
    In connection with the Transactions, the number of shares of Old
    Clearwire Class A Common Stock exchanged in the
    Transactions includes the impact of the conversion of Old
    Clearwires Class B Common Stock to Old 89




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Clearwire Class A Common Stock before the Closing. This
    number reflects the total issued and outstanding shares of Old
    Clearwire Class A Common Stock and Old Clearwire
    Class B Common Stock as of November 28, 2008.2.
    
    In connection with the Transactions, all Old Clearwire stock
    options issued and outstanding at the Closing were exchanged on
    a one-for-one basis for stock options with equivalent terms. The
    average fair value of $2.69 per share of the 14,145,035 vested
    stock options and proportionally vested stock options exchanged
    is included in the calculation of purchase consideration using
    the Black-Scholes option pricing model using a share price of
    $6.62.3.
    
    In connection with the Transactions, all Old Clearwire
    restricted stock and restricted stock units issued and
    outstanding at the Closing were exchanged on a one-for-one basis
    for restricted stock and restricted stock units in Clearwire,
    respectively, with equivalent terms. The fair value of $6.62 of
    the 211,147 proportionately vested restricted stock units
    exchanged is included in the calculation of purchase
    consideration at a fair value equal to an unrestricted share.4.
    
    In accordance with the Transactions, all Old Clearwire warrants
    issued and outstanding at the Closing were exchanged on a
    one-for-one basis for warrants in Clearwire with equivalent
    terms. The average fair value of $1.04 of the 17,806,220
    warrants exchanged is included in the calculation of purchase
    consideration using the Black-Scholes option pricing model using
    a share price of $6.62.5.
    
    Represents transaction costs we incurred, which are included in
    the purchase consideration. Included in the total transaction
    costs are $40.3 million in investment banking fees and
    $11.2 million in other professional fees.6.
    
    Prior to the Closing, Sprint leased spectrum to Old Clearwire
    through various spectrum lease agreements. As part of the
    Transactions, Sprint contributed both the spectrum lease
    agreements and the spectrum assets underlying those agreements
    to our business. As a result of the Transactions, the spectrum
    lease agreements are effectively terminated, and the settlement
    of those agreements is accounted for as a separate element apart
    from the business combination. The settlement loss recognized
    from the termination was valued based on the amount by which the
    agreements are favorable or unfavorable to our business relative
    to current market rates. The spectrum lease agreements are
    considered to be unfavorable to our business by approximately
    $80.6 million on a net basis. As such, we reduced the
    purchase consideration paid and recorded a non-cash loss on the
    effective settlement of these contracts of approximately
    $80.6 million.   90




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Purchase
    Price Allocation
    Working capital

$
128,532Property, plant and equipment


404,903Other non-current assets


106,598Spectrum licenses


1,631,323Intangible assets


122,888Term debt


(1,187,500
)Deferred tax liability


(3,727
)Other non-current liabilities and non-controlling interests


(85,258
)Total purchase price

$
1,117,759     Value at


Estimated RemainingNovember 28, 2008


Useful Life(years)Network and base station equipment

$
122,282


5Customer premise equipment


19,886


1 to 2Furniture, fixtures and equipment


29,543


2Leasehold improvements


7,324


The lessor of the
    leasehold agreement or 5Construction in progress


225,868


N/A$
404,903     Value at


Weighted AverageNovember 28, 2008


Remaining Useful Life(years)Indefinite-lived owned spectrum

$
481,105


IndefiniteDefinite-lived owned spectrum


106,178


18Spectrum leases


1,044,040


27$
1,631,323     Value at


Weighted AverageNovember 28, 2008


Remaining Useful Life(years)Subscriber relationships

$
119,084


7Trade names and trademarks


3,804


5$
122,888  91




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Transaction
    Related Expenses
    Commercial
    Agreements
    
    Resale agreements among Clearwire, Sprint and certain Investors
    and most favored reseller status for certain service agreements;
    Development of new 4G wireless communications services and the
    creation of desktop and mobile applications for our network;
    The embedding of WiMAX chips into various network devices; and
    Other infrastructure agreements.    Sprint
    Pre-Closing Financing and Amended Credit Agreement
     92




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pro
    Forma Results of Operations
      
    The accelerated vesting of stock options for certain members of
    management upon the Closing resulted in a one-time charge of
    approximately $38.9 million recorded by Old Clearwire in
    its historical consolidated financial statements for the
    11 months ended November 28, 2008;
    Transaction costs of $48.6 million, comprised of
    $33.4 million of investment banking fees and
    $15.2 million of other professional fees, were recorded by
    Old Clearwire in its historical consolidated financial
    statements for the year ended December 31, 2008;  Unaudited Pro Forma Results of OperationsDecember 31,2008

2007(In thousands, except per share amounts)Revenue

$
230,646


$
151,440Net loss(a)

$
(359,326
)

$
(238,061
)Net loss per common share:Basic

$
(1.85
)

$
(1.22
)Diluted

$
(1.97
)

$
(1.28
)Weighted average common shares outstanding:Basic


194,484



194,484Diluted


723,307



723,307     (a)
    
    Pro forma net loss includes the non-recurring items discussed
    above, which is different from the pro forma net loss prepared
    in accordance with Article 11- Pro forma Financial
    Information of Securities and Exchange Commission Regulation
    S-X.  4.
    Investments    December 31, 2008Gross UnrealizedCost


Gains


Losses


Fair ValueShort-termU.S. Government and Agency Issues

$
1,899,529


$
2,220


$



$
1,901,749Long-termAuction rate securities


18,974











18,974Total Investments

$
1,918,503


$
2,220


$



$
1,920,723    93




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Cost


Fair ValueDue within one year

$
1,899,529


$
1,901,749Due between one and five years






Due in ten years or greater


12,918



12,918No contractual maturities


6,056



6,056Total

$
1,918,503


$
1,920,723     5.
    Property,
    Plant and Equipment    Useful

December 31,


December 31,Lives (Years)

2008


2007Network and base station equipment

5-30

$
353,752


$
82,531Customer premise equipment

2


23,141



Furniture, fixtures and equipment

3-7


167,325



24,683Lesser of usefulLeasehold improvements

life or lease term


12,786



1,027Construction in progress

N/A


823,193



388,2581,380,197



496,499Less: accumulated depreciation and amortization




(60,252
)


(4,603
)$
1,319,945


$
491,896  94




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2008

2007$
4,469


$

     Year Ended December 31,2008

2007$
54,811


$
3,936
     6.
    Spectrum
    Licenses    December 31, 2008


December 31, 2007Wtd Avg

Gross Carrying


Accumulated


Net Carrying


Gross Carrying


Accumulated


Net CarryingLease Life

Value


Amortization


Value


Value


Amortization


ValueIndefinite-lived owned spectrum

Indefinite

$
3,035,473


$



$
3,035,473


$
2,418,246


$



$
2,418,246Definite-lived owned spectrum

17-20 years


112,303



(974
)


111,329











Spectrum leases and prepaid spectrum

27 years


1,270,058



(5,039
)


1,265,019



180,863







180,863Pending spectrum and transition costs




60,041







60,041



43,481







43,481Total spectrum licenses



$
4,477,875


$
(6,013
)

$
4,471,862


$
2,642,590


$



$
2,642,590   Indefinite and Definite-lived Owned Spectrum Licenses
  Spectrum Leases and Prepaid Spectrum
 95




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2008

2007Cash

$
108,265


$
352,295Stock (Sprint Nextel Corporation)


4,000



100,000     Year EndedDecember 31,2008

2007$
447


$

       Spectrum


Definite-Leases and


Lived OwnedPrepaid Spectrum


Spectrum


Total2009

$
54,925


$
5,622


$
60,5472010


52,493



7,362



59,8552011


52,030



7,362



59,3922012


51,519



7,362



58,8812013


50,473



6,638



57,111Thereafter


1,003,579



76,983



1,080,562Total

$
1,265,019


$
111,329


$
1,376,348     7.
    Other
    Intangible Assets    December 31, 2008


December 31, 2007Gross








GrossCarrying


Accumulated


Net Carrying


Carrying


Accumulated


Net CarryingUseful lives


Value


Amortization


Value


Value


Amortization


ValueSubscriber relationships


4  7 years


$
118,787


$
(2,606
)

$
116,181


$



$



$
Trade names and trademarks


5 years



3,804



(63
)


3,741











Patents and other


10 years



3,148



(262
)


2,886



1,316



(43
)


1,273Total other intangibles





$
125,739


$
(2,931
)

$
122,808


$
1,316


$
(43
)

$
1,273  96




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2008

2007Cash

$
992


$
1,316     Year Ended December 31,2008

2007$
2,888


$
43
     2009

$
31,9392010


27,0212011


22,1032012


17,1852013


12,291Thereafter


12,269Total

$
122,808   8.
    Accounts
    Payable and Accrued Expenses    December 31,2008


2007Accounts payable

$
78,695


$
Accrued interest


8,953



Salaries and benefits


26,337



Business and income taxes payable


7,264



Accrued professional fees


5,286Other


18,882



$
145,417


$
   9.
    Income
    Taxes     97




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year EndedDecember 31,2008


2007Current taxes:International

$
325


$
Federal






State






Total current taxes


325



Deferred taxes:International


(87
)


Federal


51,686



13,745State


9,683



2,617Total deferred taxes


61,282



16,362Income tax provision

$
61,607


$
16,362    98




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2008


2007Noncurrent deferred tax assets:Net operating loss carryforward

$
590,767


$
118,950Capital loss carryforward


6,187



Tax credit carryforward






637Other assets


3,519



Total deferred tax assets


600,473



119,587Valuation allowance


(349,001
)


(98,697
)Net deferred tax assets


251,472



20,890Noncurrent deferred tax liabilities:Investment in Clearwire Communications LLC


221,373



Spectrum assets


14,943



679,222Other intangibles


19,113



Property, equipment and other long-term assets






15,565Research and experimentation expenses






4,559Other


207



766Total deferred tax liabilities


255,636



700,112Net deferred tax liabilities

$
4,164


$
679,222   non-U.S. operations,
     99




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year EndedDecember 31,2008

2007Federal statutory income tax rate


35.0
%


35.0
%State income taxes (net of federal benefit)


(1.5
)


(0.8
)Other, net


0.2



0.2Valuation allowance


(50.3
)


(42.2
)Effective income tax rate


(16.6
)%


(7.8
)%       10.
    Long-term
    debt    Senior Term Loan Facility, due in 2011, 1% of principal due
    annually; residual at maturity

$
1,364,790Less: current portion


(14,292
)Total long-term debt

$
1,350,498   Senior Term Loan Facility
  1 2
 100




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Years Ending December 31,Principal


Interest2009

$
14,292


$
125,0072010


14,292



153,6622011


1,462,254



122,996$
1,490,838


$
401,665   Interest Expense, Net
  Year EndedDecember 31,2008


2007Interest expense

$
19,347


$
Accretion of debt discount


1,667



Capitalized interest


(4,469
)


$
16,545


$
   11.
    Derivative
    Instruments  3-month
 101




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Type of

Notional



Receive

Pay

Fair MarketDerivative

Amount

Maturity Date

Index Rate

Fixed Rate

ValueSwap

$
300,000



3/5/2010



3-month LIBOR



3.50
%

$
(7,847
)Swap

$
300,000



3/5/2011



3-month LIBOR



3.62
%

$
(13,744
)         12.
    Fair
    Value Measurements    
   102




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Financial Instrument

Hierarchy

Pricing AssumptionsCash and cash equivalents

Level 1

Market quotesInvestment: U.S. Treasuries

Level 1

Market quotesInvestment: Money market mutual funds

Level 1

Market quotesInvestment: Auction rate securities

Level 3

Discount of forecasted cash flows adjusted for default/loss
    probabilities and estimate of final maturityDebt Instrument: Senior Term Loan Facility

Level 3

Discount of forecasted cash flows adjusted for default/loss
    probabilities and estimate of final maturityDerivative: Interest rate swaps

Level 3

Discount of forecasted cash flows adjusted for risk of
    non-performance   Investment
    Securities
    Derivatives
    Debt
    Instruments
     103




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Quoted

SignificantPrices in

Other

SignificantActive

Observable

UnobservableMarkets

Inputs

Inputs

Total(Level 1)

(Level 2)

(Level 3)

Fair ValueFinancial assets:Cash and cash equivalents

$
1,206,143


$



$



$
1,206,143Short-term investments

$
1,901,749


$



$



$
1,901,749Long-term investments

$



$



$
18,974


$
18,974Financial liabilities:Interest rate swaps

$



$



$
21,591


$
21,591Debt

$



$



$
1,364,790


$
1,364,790     Level 3


Level 3Financial Assets


Financial LiabilitiesBalance at January 1, 2008

$



$
Balances acquired from Old Clearwire


36,011



1,203,019Additional tranche on Senior Term Loan Facility






179,196Payments on Senior Term Loan Facility






(3,573
)Accretion of debt discount






1,667Total losses included in net loss:Other-than-temporary impairment loss and realized loss on
    investments


(17,037
)


Other income (expense), net






6,072Balance at December 31, 2008

$
18,974


$
1,386,381   13.
    Commitments
    and Contingencies   104




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Thereafter,including allTotal


2009


2010


2011


2012


2013


renewal periodsLong-term debt obligations

$
1,490,838


$
14,292


$
14,292


$
1,462,254


$



$



$
Interest payments


401,665



125,007



153,662



122,996











Operating lease obligations


2,868,823



119,390



119,287



119,070



119,350



118,512



2,273,214Spectrum lease obligations


5,020,998



149,833



119,593



129,283



134,469



133,924



4,353,896Spectrum service credits


96,452



986



986



986



986



986



91,522Signed spectrum agreements


47,800



47,800



















Sprint WiMAX inventory


52,100



52,100



















Motorola agreement


10,695



10,695



















Other purchase obligations


334,775



134,776



151,267



16,244



16,244



16,244



Total

$
10,324,146


$
654,879


$
559,087


$
1,850,833


$
271,049


$
269,666


$
6,718,632   Spectrum and operating lease
    expense
  Other spectrum commitments 15-30 years.
    WiMAX equipment purchase
    commitment
  Motorola agreements
 105




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Purchase obligations
  Legal proceedings and/or
      Indemnification agreements
  Warrants
 106




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Form S-1
    14.
    Share-Based
    Payments      Stock
    Options
   107




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-Average


AggregateWeighted-


Remaining


IntrinsicAverage


Contractual


Value As ofNumber of


Exercise


Term


12/31/2008Options


Price


(Years)


(In millions)Options outstanding  January 1, 2007


Options outstanding  December 31, 2007


Exercisable outstanding  December 31, 2007


Options acquired in purchase accounting 
    November 28, 2008


19,093,614


$
14.38Exercisable outstanding  November 28, 2008


13,224,722



13.44Granted


425,000



4.10Forfeited


(337,147
)


11.64Exercised


(9,866
)


3.00Options outstanding  December 31, 2008


19,171,601


$
14.21



6.36


$
4.33Exercisable outstanding  December 31, 2008


13,124,972


$
13.44



6.09


$
3.97     Options Outstanding


Options ExercisableWeightedAverageContractual


Weighted





WeightedLife


Average





AverageNumber of


Remaining


Exercise


Number of


ExerciseExercise Prices

Options


(Years)


Price


Options


Price$2.25  $3.00


1,963,086



4.0


$
2.91



1,963,086


$
2.91$4.10


425,000



7.0



4.10







$6.00


3,679,307



5.7



6.00



3,674,306



6.00$9.59  $13.49


2,158,032



6.0



11.43



339,621



12.05$13.70  $16.02


1,550,504



6.7



15.04



1,079,898



15.05$17.11


2,853,850



5.9



17.11



1,155,000



17.11$18.00


1,958,018



7.2



18.00



1,703,408



18.00$20.16  $24.00


2,145,652



8.2



23.23



1,422,065



23.38$24.09


7,000



8.7



24.09



1,750



24.09$25.00  $25.33


2,431,152



7.6



25.00



1,785,838



25.00Total


19,171,601



6.4


$
14.21



13,124,972


$
13.44     Expected volatility


66.52
%Expected dividend yield


Expected life (in years)


4.75Risk-free interest rate


1.93
%Weighted average fair value per option at grant date

$
2.24  108




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Restricted
    Stock Units
      Weighted-Number of


AverageRSUs


Grant PriceRestricted stock units
    outstanding  January 1, 2007





$
Restricted stock units
    outstanding  December 31, 2007





$
Restricted stock units acquired in purchase
    accounting  November 28, 2008


3,216,500


$
13.19Granted


716,000


$
4.10Forfeited


(43,000
)

$
Exercised


(508,098
)

$
5.18Cancelled


(108,777
)

$
Restricted stock units outstanding  December 31,
    2008


3,272,625


$
13.19       Sprint
    Equity Compensation Plans
   109




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. 00-12, Accounting by an Investor for Stock-Based Compensation
    Granted to Employees of an Equity Method Investee No. 96-18, Accounting for Equity Investments That are Issued to Other
    Than Employees for Acquiring, or in Conjunction with Selling,
    Goods or Services No. 96-18. No. 96-18
    15.
    Non-controlling
    Interests and Stockholders Equity    Issued andAuthorized


OutstandingPar Value


Shares


SharesClearwire Class A Common Stock

$
0.0001



1,300,000



190,002Clearwire Class B Common Stock

$
0.0001



750,000



505,000Preferred Stock

$
0.0001



15,000



2,065,000



695,002     Class A
    Common Stock
      Clearwire
    Class B Common Stock
   110




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Clearwire
    Communications Interests
          Dividend
    Policy
    Non-controlling
    Interests in Clearwire Communications
   111




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reconciliation
    of Changes in Business Equity
    Opening business equity, January 1, 2007

$
1,402,410Contributions and advances from Sprint:Cash advances from Sprint


1,022,599Increase in Sprints accruals for capital expenditures
    advances from Sprint


164,652Sprints purchase of 2.5 GHz FCC licenses with Sprint
    stock


100,000Total contributions and advances from Sprint


1,287,251Net loss for the year ended December 31, 2007


(224,725
)Business equity at December 31, 2007


2,464,936Contributions and advances from Sprint:Cash advances from Sprint


532,165Decrease in Sprints accrual for capital expenditures
    advances from Sprint


(92,000
)Sprints purchase of 2.5 GHz FCC licenses


11,760Total contributions and advances from Sprint


451,925Net loss from Januray 1, 2008 to November 28, 2008


(402,693
)Deferred tax liability retained by Sprint


755,018Business equity at November 28, 2008

$
3,269,186     Business equity in the Sprint WiMAX Business

$
3,269,186Acquisition of Old Clearwire before settlement loss


1,198,332Investment by Investors and Sprint


3,200,037$
7,667,555     Controlling


Non-ControllingInterest


Interests


TotalInitial contribution at November 28, 2008

$
2,092,075


$
5,575,480


$
7,667,555Net loss from November 29, 2008 to December 31, 2008


(29,933
)


(159,721
)


(189,654
)Changes in accumulated other comprehensive income


3,194



8,490



11,684Other


856



12,369



13,225Ending balance at December 31, 2008

$
2,066,192


$
5,436,618


$
7,502,810   16.
    Net Loss
    Per Share   112




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Basic
    Net Loss Per Share
    Post TransactionPeriod FromNovember 29, 2008 toDecember 31, 2008Net loss before non-controlling interests

$
(189,654
)Non-controlling interests in net loss of consolidated
    subsidiaries


159,721Net loss available to Clearwire Class A Common Stockholders

$
(29,933
)     Outstanding

WeightedDecember 31,

Average Shares

Income2008

Outstanding(1)

Allocation(2)

Loss Per ShareClearwire Class A Common Stock


190,002



189,921


$
(29,933
)

$
(0.16
)     (1)
    
    Represents the weighted average outstanding shares from
    November 29, 2008 through December 31, 2008. At the
    Closing, Sprint and the Investors, other than Google, were
    issued Clearwire Communications Class B Common Interests and an
    equal number of Clearwire Class B Common Stock.(2)
    
    Clearwire Class B Common Stockholders do not contractually
    participate in distributions of Clearwire, however Clearwire
    Class B Common Stockholders receive an income allocation in
    accordance with their non-controlling interests in Clearwire
    Communications, which is consolidated into Clearwire.  Diluted
    Loss Per Share
   113




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Post TransactionPeriod FromNovember 29, 2008 toDecember 31, 2008Net loss

$
(29,933
)Non-controlling interests in net loss of consolidated
    subsidiaries


(159,721
)Tax adjustment resulting from dissolution of Clearwire
    Communications


(4,158
)Net loss available to Clearwire Class A Common
    Stockholders, assuming the exchange of Clearwire Class B to
    Class A Common Stock

$
(193,812
)     Basic

DilutedClearwire Class A Common Stock


189,921



694,921     Outstanding

WeightedDecember 31,

Average Shares2008

Outstanding

Income

Loss Per ShareClearwire Class A Common Stock


695,002



694,921


$
(193,812
)

$
(0.28
)       Post TransactionPeriod FromNovember 29, 2008 toDecember 31,2008Stock options


19,317Restricted stock units


3,054Warrants


17,806Contingent shares


28,82469,001   17.
    Comprehensive
    Loss   114




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For The Year Ended December 31,2008


2007Net loss

$
(432,626
)

$
(224,725
)Other comprehensive loss:Net unrealized gain on available-for-sale investments


512



Foreign currency translation adjustment


2,682



Total other comprehensive loss


3,194



Total comprehensive loss

$
(429,432
)

$
(224,725
)   18.
    Business
    Segments  Disclosures about Segments of an Enterprise and Related
    Information,
    Year Ended December 31, 2008United States


International


TotalRevenues

$
17,775


$
2,714


$
20,489Cost of goods and services and network costs (exclusive of items
    shown separately below)


130,317



1,172



131,489Operating expenses


237,343



3,629



240,972Transaction related expenses


82,960







82,960Depreciation and amortization


56,074



2,072



58,146Total operating expenses


506,694



6,873



513,567Operating loss

$
(488,919
)

$
(4,159
)

$
(493,078
)Other income (expense), net










(37,662
)Non-controlling interest










159,721Income tax provision










(61,607
)Net loss









$
(432,626
)   115




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year EndedDecember 31,2008Capital expendituresUnited States

$
532,776International


1,420$
534,196   December 31,2008Total assetsUnited States

$
8,901,988International


222,179$
9,124,167   19.
    Related
    Party Transactions      December 31,

December 31,2008

2007Notes receivable

$
4,837


$
Accounts payable and accrued expenses

$
33,872


$
Pre-closing financing

$
178,748


$
   Year Ended December 31,2008

2007Cost of good and services and network costs

$
40,950


$
41,554Selling, general and administrative

$
173,221


$
75,554Total contributions and advances from Sprint

$
451,925


$
1,287,251     Sprint Nextel Corporation
 116




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Sprint Pre-Closing Financing Amount and Amended Credit
    Agreement
  Relationships among Certain Stockholders, Directors, and
    Officers of Clearwire
      and/or
      Davis Wright Tremaine LLP
  Master Site Agreement 
 117




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Master Agreement for Network
    Services 
  IT Master Services Agreement 
  4G MVNO Agreement 
  Intel Market Development
    Agreement  20-year
  Google Products and Services
    Agreement 
 118




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Google Spectrum Agreement 
  Motorola Agreements 
  20.
    Quarterly
    Financial Information (unaudited)    First

Second

Third

Fourth

Total2008 quarter:Total revenues

$



$



$



$
20,489


$
20,489Gross loss(1)

$
(26,861
)

$
(25,577
)

$
(31,147
)

$
(27,415
)

$
(111,000
)Operating loss(2)

$
(95,101
)

$
(73,679
)

$
(90,864
)

$
(233,434
)

$
(493,078
)Net loss

$
(97,437
)

$
(79,566
)

$
(137,603
)

$
(118,020
)

$
(432,626
)Net loss per common share:Basic













$
(0.16
)

$
(0.16
)Diluted













$
(0.28
)

$
(0.28
)2007 quarter:Total revenues

$



$



$



$



$
Gross loss(1)

$
(3,758
)

$
(4,602
)

$
(5,606
)

$
(34,899
)

$
(48,865
)Operating loss

$
(29,267
)

$
(39,596
)

$
(39,194
)

$
(104,328
)

$
(212,385
)Net loss

$
(32,563
)

$
(41,809
)

$
(42,045
)

$
(108,308
)

$
(224,725
)     (1)
    
    Gross loss excludes depreciation and amortization included in
    operating loss.(2)
    
    Operating loss includes a non-recurring charge of approximately
    $80.6 million related to the settlement of spectrum lease
    contracts. 119




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   21.
    Subsequent
    Events      Class A


Class B


Class BInvestor

Common Stock


Common Stock


Common InterestsComcast Corporation






9,264,705



9,264,705Time Warner Cable Inc.






4,852,941



4,852,941Bright House Networks, LLC






882,353



882,353Intel Corporation






8,823,530



8,823,530Google


4,411,765







Total


4,411,765



23,823,529



23,823,529    120




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##### Table of Contents



ITEM 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure            ITEM 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Rule 13a-15(e)
  Regulation S-K,
  ITEM 9B.
    Other
    Information   121




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##### Table of Contents



PART III  ITEM 10.
    Directors,
    Executive Officers and Corporate Governance    ITEM 11.
    Executive
    Compensation    ITEM 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    ITEM 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    ITEM 14.
    Principal
    Accountant Fees and Services   PART IV  ITEM 15.
    Exhibits
    and Financial Statement Schedules    Form 10-K.
    Form 10-K.
 122




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##### Table of Contents



SIGNATURES      William
    T. Morrow
   Chief Executive Officer
    Signature

Title

Date/s/  William
    T. MorrowWilliam
    T. Morrow

Chief Executive Officer
    (Principal Executive Officer)

March 25, 2009/s/  David
    J. SachDavid
    J. Sach

Chief Financial Officer
    (Principal Financial Officer)

March 25, 2009/s/  Robert
    M. DeluciaRobert
    M. DeLucia

Chief Accounting Officer
    (Principal Accounting Officer)

March 25, 2009/s/  Craig
    O. McCawCraig
    O. McCaw

Director

March 25, 2009/s/  Peter
    L. S. CurriePeter
    L. S. Currie

Director

March 25, 2009/s/  Jose
    A. CollazoJose
    A. Collazo

Director

March 25, 2009/s/  Keith
    O. CowanKeith
    O. Cowan

Director

March 25, 2009/s/  Steve
    ElfmanSteve
    Elfman

Director

March 25, 2009/s/  Dennis
    S. HerschDennis
    S. Hersch

Director

March 25, 2009/s/  Daniel
    R. HesseDaniel
    R. Hesse

Director

March 25, 2009/s/  Frank
    IannaFrank
    Ianna

Director

March 25, 2009/s/  Sean
    MaloneySean
    Maloney

Director

March 25, 2009/s/  Theodore
    H. SchellTheodore
    H. Schell

Director

March 25, 2009/s/  John
    W. StantonJohn
    W. Stanton

Director

March 25, 2009/s/  Brian
    P. McAndrewsBrian
    P. McAndrews

Director

March 25, 2009  123




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##### Table of Contents



EXHIBIT INDEX
  2.1

Transaction Agreement and Plan of Merger dated May 7, 2008,
    among Clearwire Corporation, Sprint Nextel Corporation, Comcast
    Corporation, Time Warner Cable Inc., Bright House Networks, LLC,
    Google Inc. and Intel Corporation (Incorporated herein by
    reference to Exhibit 2.1 to Clearwire Corporations
    Registration Statement on Form S-4 originally filed August 22,
    2008).2.2

Amendment No. 1 to the Transaction Agreement and Plan of Merger,
    dated November 21, 2008, as amended, among Clearwire
    Corporation, Sprint Nextel Corporation, Intel Corporation,
    Google Inc., Comcast Corporation, Time Warner Cable Inc. and
    Bright House Networks, LLC (Incorporated herein by reference to
    Exhibit 2.1 to Clearwire Corporations Form 8-K filed
    December 1, 2008).3.1

Restated Certificate of Incorporation of Clearwire Corporation
    (Incorporated herein by reference to Exhibit 3.1 to Clearwire
    Corporations Form 8-K filed December 1, 2008).3.2

Bylaws of Clearwire Corporation, effective as of November 28,
    2008 (Incorporated herein by reference to Exhibit 3.2 to
    Clearwire Corporations Form 8-K filed December 1, 2008).4.1

Equityholders Agreement, dated November 28, 2008, among
    Clearwire Corporation, Sprint HoldCo, LLC, Eagle River Holdings,
    LLC, Intel Capital Wireless Investment Corporation 2009A, Intel
    Capital Wireless Investment Corporation 2008B, Intel Capital
    Wireless Investment Corporation 2008C, Intel Capital
    Corporation, Intel Capital (Cayman) Corporation, Middlefield
    Ventures, Inc., Comcast Wireless Investment I, Inc.,
    Comcast Wireless Investment II, Inc., Comcast Wireless
    Investment III, Inc., Comcast Wireless Investment IV, Inc.,
    Comcast Wireless Investment V, Inc., Google Inc., TWC
    Wireless Holdings I LLC, TWC Wireless Holdings II LLC, TWC
    Wireless Holdings III LLC, BHN Spectrum Investments, LLC
    (Incorporated herein by reference to Exhibit 4.1 to Clearwire
    Corporations Form 8-K filed December 1, 2008).4.2

Stock certificate for Clearwire Corporation Class A Common Stock4.3

Registration Rights Agreement dated August 5, 2005, among
    Clearwire Corporation and certain buyers of the Senior Secured
    Notes (Incorporated herein by reference to Exhibit 4.5 to
    Clearwire Corporations Registration Statement on Form S-1
    filed December 19, 2006).4.4

Form of Warrant (Incorporated herein by reference to Exhibit
    4.10 to Clearwire Corporations Registration Statement on
    Form S-1 filed December 19, 2006).4.5

Registration Rights Agreement, dated November 28, 2008, among
    Clearwire Corporation, Sprint Nextel Corporation, Eagle River
    Holdings, LLC, Intel Corporation, Comcast Corporation, Google
    Inc., Time Warner Cable Inc. and BHN Spectrum Investments LLC
    (Incorporated herein by reference to Exhibit 4.2 to Clearwire
    Corporations Form 8-K filed December 1, 2008).9.1

Voting Agreement dated May 7, 2008, among Sprint Nextel
    Corporation, Comcast Corporation, Time Warner Cable Inc., Bright
    House Networks, LLC, Google Inc., Intel Corporation and Eagle
    River Holdings, LLC (Incorporated herein by reference to Exhibit
    9.1 to Clearwire Corporations Registration Statement on
    Form S-4 originally filed August 22, 2008).9.2

Voting Agreement dated May 7, 2008, among Sprint Nextel
    Corporation, Comcast Corporation, Time Warner Cable Inc., Bright
    House Networks, LLC, Google Inc., Intel Corporation, Intel
    Capital Corporation and Intel Capital (Cayman) Corporation
    (Incorporated herein by reference to Exhibit 9.2 to Clearwire
    Corporations Registration Statement on Form S-4 originally
    filed August 22, 2008).10.1

Indemnification Agreement dated November 13, 2003, among Flux
    Fixed Wireless, LLC and Flux United States Corporation
    (Incorporated herein by reference to Exhibit 10.2 to Clearwire
    Corporations Registration Statement on Form S-1 filed
    December 19, 2006).10.2

Form of Indemnification Agreement (Incorporated herein by
    reference to Exhibit 10.3 to Clearwire Corporations
    Registration Statement on Form S-1 filed December 19, 2006).10.3

Letter Agreement dated April 26, 2004, between Clearwire
    Corporation and Nicolas Kauser (Incorporated herein by reference
    to Exhibit 10.5 to Clearwire Corporations Registration
    Statement on Form S-1 filed December 19, 2006).10.4

Letter Agreement dated April 27, 2004, between Clearwire
    Corporation and R. Gerard Salemme (Incorporated herein by
    reference to Exhibit 10.6 to Clearwire Corporations
    Registration Statement on Form S-1 filed December 19, 2006). 124




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##### Table of Contents



10.5

Employment Agreement dated June 28, 2004, between Clearwire
    Corporation and Perry Satterlee (Incorporated herein by
    reference to Exhibit 10.7 to Clearwire Corporations
    Registration Statement on Form S-1 filed December 19, 2006).10.6

Letter Agreement dated March 2, 2005, between Clearwire
    Corporation and John Butler (Incorporated herein by reference to
    Exhibit 10.8 to Clearwire Corporations Registration
    Statement on Form S-1 filed December 19, 2006).10.7

Clearwire Corporation 2003 Stock Option Plan, as amended
    November 26, 2008 (Incorporated herein by reference to Exhibit
    4.1 to Clearwire Corporations Registration Statement on
    Form S-8 filed December 2, 2008).10.8

Amended and Restated Limited Liability Company Agreement dated
    July 12, 2006, between Clearwire US LLC and Shichinin LLC
    (Incorporated herein by reference to Exhibit 10.48 of Amendment
    No. 1 to Clearwire Corporations Registration Statement on
    Form S-1 filed January 8, 2007).10.9

Clearwire Corporation 2007 Annual Performance Bonus Plan
    (Incorporated herein by reference to Exhibit 10.54 of Amendment
    No. 2 to Clearwire Corporations Registration Statement on
    Form S-1 filed January 30, 2007).10.10

Wireless Broadband System Services Agreement dated August 29,
    2006, between Motorola and Clearwire US LLC (Incorporated herein
    by reference to Exhibit 10.55 of Amendment No. 5 to Clearwire
    Corporations Registration Statement on Form S-1 filed
    March 7, 2007).10.11

Wireless Broadband System Infrastructure Agreement dated August
    29, 2006, between Motorola and Clearwire US LLC (Incorporated
    herein by reference to Exhibit 10.56 of Amendment No. 5 to
    Clearwire Corporations Registration Statement on Form S-1
    filed March 7, 2007).10.12

Wireless Broadband CPE Supply Agreement dated August 29, 2006,
    between Motorola and Clearwire US LLC (Incorporated herein by
    reference to Exhibit 10.57 of Amendment No. 5 to Clearwire
    Corporations Registration Statement on Form S-1 filed
    March 7, 2007).10.13

Clearwire Corporation 2007 Stock Compensation Plan (Incorporated
    herein by reference to Exhibit 4.2 of Clearwire
    Corporations Registration Statement on Form S-8 filed
    December 2, 2008).10.14

Stock and Asset Purchase Agreement by and among BellSouth
    Corporation, Clearwire Spectrum Holdings II LLC, Clearwire
    Corporation and AT&T Inc. dated as of February 15, 2007
    Plan (Incorporated herein by reference to Exhibit 10.71 of
    Amendment No. 4 to Clearwire Corporations Registration
    Statement on Form S-1 filed February 20, 2007).10.15

Credit Agreement dated as of July 3, 2007, among Clearwire
    Corporation, the several lenders from time to time parties
    thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated
    and Citigroup Global Markets, Inc., as Co-Documentation Agents,
    JPMorgan Chase Bank, N.A., as Syndication Agent and Morgan
    Stanley Senior Funding, Inc., as Administrative Agent
    (Incorporated herein by reference to Exhibit 10.1 to Clearwire
    Corporations Form 8-K filed July 5, 2007).10.16

Incremental Facility Amendment dated November 2, 2007, among
    Clearwire Corporation, Morgan Stanley Senior Funding, Inc., as
    administrative agent, Wachovia Bank N.A., as a Tranche C Term
    Lender, and Morgan Stanley Senior Funding, Inc. and Wachovia
    Capital Markets, LLC, as lead arrangers (Incorporated herein by
    reference to Exhibit 10.1 to Clearwire Corporations Form
    8-K filed November 2, 2007).10.17

Sprint Incremental Term Loan Amendment dated December 1, 2008,
    by and among Clearwire Legacy LLC (formerly known as Clearwire
    Sub LLC), Clearwire XOHM LLC (formerly known as Sprint Sub,
    LLC), Clearwire Communications LLC, Morgan Stanley Senior
    Funding, Inc., as administrative agent and Sprint Nextel
    Corporation (Incorporated herein by reference to Exhibit 10.2 to
    Clearwire Corporations Form 8-K filed December 1, 2008).10.18

Amended and Restated Credit Agreement dated November 21, 2008,
    by and among Clearwire Corporation, Merrill Lynch, Pierce,
    Fenner & Smith Incorporated and Citigroup Global Markets
    Inc. as co-documentation agents, JP Morgan Chase Bank, N.A. as
    syndication agent, Morgan Stanley & Co., Inc. as collateral
    agent, Morgan Stanley Senior Funding, Inc. as administrative
    agent and the other lenders party thereto (Incorporated herein
    by reference to Exhibit 10.1 to Clearwire Corporations
    Form 8-K filed November 24, 2008).10.19

Form of Stock Option Agreement. 125




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10.20

Form of Restricted Stock Unit Award Agreement.10.21

Clearwire Corporation Change in Control Severance Plan, as
    amended (Incorporated herein by reference to Exhibit 10.1 to
    Clearwire Corporations Form 10-Q filed May 12, 2008 and
    Exhibit 10.1 to Clearwire Corporations Form 10-Q filed
    August 8, 2008).10.22

Amended and Restated Operating Agreement of Clearwire
    Communications LLC dated November 28, 2008 (Incorporated herein
    by reference to Exhibit 10.1 to Clearwire Corporations
    Form 8-K filed December 1, 2008).10.23

Subscription Agreement dated May 7, 2008, between CW Investment
    Holdings, LLC and Clearwire Corporation (Incorporated herein by
    reference to Exhibit 10.56 to Clearwire Corporations
    Registration Statement on Form S-4 originally filed August 22,
    2008).10.24***

Intellectual Property Agreement dated November 28, 2008, between
    Sprint Nextel Corporation and Clearwire Communications LLC.10.25**

MVNO Support Agreement dated May 7, 2008, among Sprint Spectrum
    L.P. d/b/a Sprint, Comcast MVNO II, LLC, TWC Wireless, LLC and
    BHN Spectrum Investments, LLC (Incorporated herein by reference
    to Exhibit 10.58 to Clearwire Corporations Registration
    Statement on Form S-4 originally filed August 22, 2008).10.26***

4G MVNO Agreement dated November 28, 2008, among Clearwire
    Communications LLC, Comcast MVNO II, LLC, TWC Wireless, LLC, BHN
    Spectrum Investments, LLC and Sprint Spectrum L.P. d/b/a Sprint.10.27***

Market Development Agreement dated November 28, 2008, between
    Clearwire Communications LLC and Intel Corporation.10.28***

Google Products and Services Agreement dated November 28, 2008,
    between Google Inc. and Clearwire Communications LLC.10.29***

Spectrum Agreement dated November 28, 2008, between Google Inc.
    and Clearwire Communications LLC.10.30***

Master Site Agreement dated November 28, 2008, between Clearwire
    Communications LLC and Sprint Nextel Spectrum LP.10.31***

Master Agreement for Network Services dated November 28, 2008,
    between Clearwire Communications LLC and Sprint Solutions, Inc.10.32***

Authorized Sales Representative Agreement dated November 28,
    2008, between Clearwire Communications LLC and Sprint Solutions,
    Inc.10.33***

National Retailer Agreement dated November 28, 2008, between
    Sprint Solutions, Inc. and Clearwire Communications LLC.10.34***

IT Master Services Agreement dated November 28, 2008, between
    Clearwire Communications LLC and Sprint Solutions, Inc.10.35

Form of Clearwire Employee Confidentiality and Intellectual
    Property Agreement (Incorporated herein by reference to Exhibit
    10.69 to Clearwire Corporations Registration Statement on
    Form S-4 originally filed August 22, 2008).10.36

Clearwire Corporation 2008 Stock Compensation Plan (Incorporated
    herein by reference to Exhibit 10.68 to Clearwire
    Corporations Registration Statement on Form S-4 originally
    filed August 22, 2008).10.37

Clearwire Corporation 2007 Stock Compensation Plan, as amended
    November 26, 2008 (Incorporated herein by reference to Exhibit
    4.2 to Clearwire Corporations Registration Statement on
    Form S-8 filed December 2, 2008).10.38

Form of Indemnification Agreement (Incorporated herein by
    reference to Exhibit 10.1 to Clearwire Corporations Form
    8-K filed December 8, 2008).10.39

Offer Letter Agreement dated January 21, 2009 between Clearwire
    Corporation and David J. Sach.10.40

Offer Letter Agreement dated March 9, 2009 between Clearwire
    Corporation and Benjamin G. Wolff.10.41

Offer Letter Agreement dated March 9, 2009 between Clearwire
    Corporation and William T. Morrow. 126




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21.1

List of subsidiaries.23.1

Consent of Deloitte & Touche LLP.23.2

Consent of KPMG LLP.31.1

Certification of Chief Executive Officer required by Section 302
    of the Sarbanes Oxley Act of 2002.31.2

Certification of Chief Financial Officer required by Section 302
    of the Sarbanes Oxley Act of 2002.32.1

Certification of Chief Executive Officer required by Section 906
    of the Sarbanes Oxley Act of 2002.32.2

Certification of Chief Financial Officer required by Section 906
    of the Sarbanes Oxley Act of 2002.99.1

2007 Clearwire Corporation financial statements and footnotes.     *
    
    Flux United States Corporation changed its name to Clearwire
    Corporation effective February 24, 2004, and as a result
    all references to Flux United States Corporation in this index
    are now to Clearwire Corporation.**
    
    The Securities and Exchange Commission has granted confidential
    treatment of certain provisions of these exhibits. Omitted
    material for which confidential treatment has been granted has
    been filed separately with the Securities and Exchange
    Commission.***
    
    Application has been made to the Securities and Exchange
    Commission for confidential treatment of certain provisions of
    these exhibits. Omitted material for which confidential
    treatment has been requested has been filed separately with the
    Securities and Exchange Commission. 127