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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,
    2009ORo

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
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Regulation S-T o o
    Large accelerated
    filer þ

Accelerated
    filer oNon-accelerated
    filer o

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, 2009
    Table of Contents
   
 PagePART IItem 1.


Business


2Item 1A.


Risk Factors


24Item 1B.


Unresolved Staff Comments


42Item 2.


Properties


42Item 3.


Legal Proceedings


42Item 4.


Submission of Matters to a Vote of Security
    Holders


43PART IIItem 5.


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


44Item 6.


Selected Financial Data


46Item 7.


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


48Item 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


125Item 9A.


Controls and Procedures


125Report of Management on Internal Control over
    Financial Reporting


125Item 9B.


Other Information


127PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


127Item 11.


Executive Compensation


127Item 12.


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


127Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


127Item 14.


Principal Accountant Fees and Services


127PART IVItem 15.


Exhibits and Financial Statement Schedules


127Signatures


128EX-21.1EX-23.1EX-23.2EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1




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CLEARWIRE
    CORPORATION AND SUBSIDIARIESPART I
  Explanatory
    Note
  This Annual Report on
    Form 10-K,
    including the Managements Discussion and Analysis of
    Financial Condition and Results of Operations, contains
    forward-looking statements that represent our
    beliefs, projections and predictions about future events. These
    statements are necessarily subjective and involve known and
    unknown risks, uncertainties and other important factors that
    could cause our actual results, performance or achievements, or
    industry results, to differ materially from any future results,
    performance or achievement described in or implied by such
    statements. Actual results may differ materially from the
    expected results described in our forward-looking statements,
    including with respect to the correct measurement and
    identification of factors affecting our business or the extent
    of their likely impact, the accuracy and completeness of
    publicly available information relating to the factors upon
    which our business strategy is based, or the success of our
    business. You should review carefully the section entitled
    Risk Factors for a discussion of these and other
    risks that relate to our business.
  Except as otherwise noted, references to we,
    us, or our refer to Clearwire
    Corporation and its subsidiaries.
  ITEM 1.
    Business  Overview
        tm
   2




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and/or
  Corporate
    Structure
     3




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
    Sprint held 524,732,533 shares of Class B Common Stock
    and an equivalent number of Clearwire Communications
    Class B Common Interests, representing approximately 56.4%
    of the voting power of Clearwire.
    Google held 29,411,765 shares of Class A Common Stock,
    representing approximately 3.1% of the voting power of Clearwire.
    Intel held 65,354,820 shares of Class B Common Stock,
    an equivalent number of Clearwire Communications Class B
    Common Interests, and 36,666,666 previously purchased shares of
    Class A Common Stock, together representing approximately
    11.0% of the voting power of Clearwire.
    Time Warner Cable held 45,807,398 shares of Class B
    Common Stock and an equivalent number of Clearwire
    Communications Class B Common Interests, representing
    approximately 4.9% of the voting power of Clearwire.
    Comcast held 87,367,362 shares of Class B Common Stock
    and an equivalent number of Clearwire Communications
    Class B Common Interests, representing approximately 9.4%
    of the voting power of Clearwire.
    Bright House held 8,364,243 shares of Class B Common
    Stock and an equivalent number of Clearwire Communications
    Class B Common Interests, representing approximately 0.9%
    of the voting power of Clearwire. 4




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
    Eagle River held 2,612,516 shares of Class B Common
    Stock and an equivalent number of Clearwire Communications
    Class B Common Interests, and 35,922,958 previously
    purchased shares of Class A Common Stock, together
    representing approximately 4.1% of the voting power of Clearwire.         5




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1

    
    Includes Eagle River and Intel with respect to Class B
    Common Stock and Clearwire Communications Class B Common
    Interests.2

    
    Includes Eagle River 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.  Business
    Strategy
    
    Redefining the broadband user experience:  We
    deliver a robust, rich and consistent communications experience
    to users of next generation devices capable of operating on our
    networks. We offer our consumer 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
    4G mobile broadband network is designed to ultimately 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. We believe
    that our 4G services offer faster speeds, greater bandwidth and
    lower latency than those currently available from 2G/3G wireless
    service providers.
    Broadly deploying our service and rapidly increasing our
    subscriber base:  We intend to broadly deploy our
    4G mobile broadband services in markets throughout the United
    States. We are targeting our 4G mobile 6




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broadband networks in the United States to cover as many as
    120 million people by the end of 2010. Our actual network
    coverage by the end of 2010 will largely be determined by our
    ability to successfully manage ongoing development activities
    and our performance in our launched markets. We believe that
    this deployment will enable us to rapidly increase our
    subscriber base. Our network is positioned to target a range of
    subscribers, from individuals, households and businesses to
    market segments that depend on mobile communications. We will
    offer our services through multiple retail sales channels,
    including direct and indirect sales representatives,
    company-owned retail stores, independent dealers, Internet
    sales, telesales, national retail chains and manufacturers who
    embed our high speed internet access capabilities into consumer
    electronic devices. Our services are also expected to be offered
    by third parties under wholesale arrangements, including
    wholesale services through our Strategic Partners 
    Sprint, Comcast, Time Warner Cable, Bright House, Intel and
    Google who serve more than 100 million customers in their
    markets.  
    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 at December 31, 2009 exceeding
    44 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 hold approximately
    8.3 billion MHz-POPs of spectrum as of December 31,
    2009, predominantly in the 3.5 GHz band, with a varying
    amount of spectrum in each of our markets. We believe that
    consumers will continue to 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 4G mobile broadband networks
    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.
    Leveraging key strategic relationships:  We
    expect to benefit from our key strategic relationships with our
    Strategic Partners. Our Wholesale Partners have begun offering
    our services as part of their bundled branded offering, or have
    announced their intentions to offer these services. We have
    commercial agreements with Intel intended to facilitate
    embedding mobile WiMAX chipsets in PCs, mobile Internet devices,
    which we refer to as MIDs, and other devices. We also have
    agreements with Google to provide for search and advertising
    revenue sharing, as well as, to jointly develop open
    architecture devices, and to make desktop and mobile content and
    applications available on our 4G networks. Additionally, our
    agreements with Sprint allow us to provide our customers with
    dual mode devices that allow roaming between our 4G networks and
    Sprints nationwide 3G network, and enable us to leverage
    Sprints existing infrastructure for our build out and
    network deployment.
    Offering premium value-added services and
    content:  We believe that our all  IP
    4G mobile broadband network positions us 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, 2009, we
    offered VoIP telephony services on a fixed basis to our
    subscribers homes and offices in 56 of our 57 domestic
    markets. We believe that our planned 4G mobile broadband
    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 4G
    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. 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 stated
    plans to 7




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embed 4G mobile broadband chipsets into handheld communications
    and consumer electronic devices. We believe third party
    development of consumer products with embedded 4G mobile
    broadband capabilities will eventually reduce subscriber
    acquisition costs by reducing equipment subsidy requirements and
    enhance our distribution efficiency by leveraging
    manufacturers device distribution networks and marketing
    spend.  Services
      
    subscribers who require a portable or mobile high-speed Internet
    connection;
    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 fixed or mobile 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.    CLEARtm Mobile Broadband Services
  tm
     8




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charge-per-call
  tm
  Clearwire
    Pre-4G Mobile Broadband Services
    month-to-month
      Wholesale
    Services
    Markets
    Served and Deployment
   9




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Sales and
    Marketing
        Direct
    and Retail Presence
   10




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National
    and Local Indirect
    Internet
    and Telephone Sales
    Embedded
    Devices
      Wholesale
    Distribution
   11




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Customer
    Service and Technical Support
  set-up
    
    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;
    flexible and scalable Internet Protocol, which we refer to as
    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.   12




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Technology
  IP-based, IP-compatible
  sub-carriers
    
    Open Standard.  Mobile WiMAX technology is
    based on the 802.16e Institute of Electrical and Electronics
    Engineers, which we refer to as 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.
    Time-to-Market.  Mobile
    WiMAX has a unique head start over other 4G technologies. We do
    not expect commercial Long-Term Evolution, which we refer to as
    LTE, equipment to be widely deployed before the fourth quarter
    of 2010, at the earliest.
    Expansive and Diverse Ecosystem.  The global
    support of mobile WiMAX continues to gain momentum, now with
    more than 500 WiMAX deployments in 146 countries, and 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
     13




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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
    Spectrum
    United
    States
   14




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15




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International
    Frequency


LicensedCountry

(GHz)


population(1)


MHz-POPs(2)(In millions)


(In millions)Belgium


3.5



7.6



614.0Germany


3.5



82.8



3,477.6Ireland


3.5/3.6



1.5



127.5Poland


3.6



38.1



1,066.8Romania(3)


3.5



21.6



1,209.6Spain


3.5



45.5



1,820.0     (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.(3)
    
    We disposed of our holdings in Romania during the first quarter
    of 2010.      Research
    and Development
     16




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Suppliers
    Competition
      Cellular
    and PCS Services
    Cable
    Modem and DSL Services
    Wireless
    Broadband Service Providers
    Satellite
   17




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WISPs
    and Wi-Fi
    International
    Other
    Regulatory
    Matters
  Overview
    Broadband
    Internet Access Regulation
     18




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truth-in-billing, truth-in-billing truth-in-billing
 19




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Interconnected
    VOIP Services Regulation
      IP-enabled
  711-dialing
  24-hour
   20




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IP-services
  Spectrum
    Regulation
      30-month 18-month
     21




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BRS/EBS splitting-the-football
              Clearwire/Sprint
    Transaction Regulation
   22




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Internet
    Taxation
    Intellectual
    Property
      Employees
      Our
    Corporate Information
  (425) 216-7600. http://www.clearwire.com.
 23




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8-K, 10-Q 10-K, 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 Class A
    Common Stock;
    we may be unable to fully develop and deploy our next generation
    4G mobile 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 4G mobile broadband network relies on mobile
    WiMAX technology that is new and has not been widely deployed
    previously; 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 our
    business fails to perform as we expect or if we elect to pursue
    new or alternative business strategies, we may require
    substantial additional capital, which may not be available on
    acceptable terms or at all.
    and/or and/or
 24




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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.
           25




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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.
       26




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and/or
  The
    interests of the controlling stockholders of Clearwire may
    conflict with your interests as stockholders.
    
    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 Strategic
    Investors, as a group, so long as each of Sprint, Intel and the
    Strategic 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 Charter, the bylaws of Clearwire, which
    we refer to as the 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, including Clearwire
    Communications, 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 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 Clearwire 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 Charter, the Bylaws or the
    Operating Agreement or to change the size of the board of
    directors of Clearwire; and
    each of Sprint, Intel and the Strategic Investors, as a group,
    so long as each of Sprint, Intel and the Strategic Investors, as
    a group, respectively, owns both (1) at least 50% of the
    number of shares of Clearwire common stock received by it in the
    Transactions and (2) securities representing at least 5% of
    the outstanding voting power of 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 the Investors. 27




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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 wholesale agreements, and we may not recognize the
    benefits we expect if Sprint and certain of the other 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.
   28




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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 Charter could enable
    certain of Clearwires stockholders to benefit from
    corporate opportunities that might otherwise be available to
    Clearwire.
     29




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We may
    sustain financial losses if Sprint fails to fulfill its
    indemnification obligations to us.
      If we
    fail to maintain adequate internal controls, or if we experience
    difficulties in implementing new or revised controls, our
    business and operating results could be harmed.
       30




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and/or
  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.
      
    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 additional 4G 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, MVNOs, or wholesalers providing wireless Internet or
    other wireless services using infrastructure developed and
    operated by others, including Sprint and certain of the
    Investors who have the right to sell services purchased from us
    under the 4G MVNO Agreement.     31




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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;
    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; 32




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
    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 or due to international
    coordination issues;
    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 obtain or lease more spectrum in the future due to
    the possible imposition of limits or caps on our spectrum
    holdings;
    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;
    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.
     33




---



##### Table of Contents



Our
    substantial indebtedness could adversely affect our financial
    flexibility and prevent us from fulfilling our obligations under
    the Senior Secured Notes.
      
    make it more difficult for us to satisfy our obligations with
    respect to the Senior Secured Notes and the Rollover Notes;
    increase our vulnerability to adverse changes in general
    economic, industry and competitive conditions;
    require us to dedicate a substantial portion of our cash flow
    from operations to make payments on our indebtedness, thereby
    reducing the availability of our cash flow to fund working
    capital, capital expenditures and other general corporate
    purposes;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate;
    restrict us from taking advantage of opportunities to grow our
    business;
    make it more difficult to satisfy our financial obligations,
    including payments on the Senior Secured Notes;
    place us at a competitive disadvantage compared to our
    competitors that have less debt obligations; and
    limit our ability to borrow additional funds for working
    capital, capital expenditures, acquisitions, debt service
    requirements, execution of our business strategy or other
    general corporate purposes on satisfactory terms or at all.  Restrictive
    covenants in the Indenture governing the Senior Secured Notes
    may limit our current and future operations, particularly our
    ability to respond to changes in our business or to pursue our
    business strategies.
    
    incur additional indebtedness and guarantee indebtedness;
    pay dividends on or make distributions in respect of capital
    stock or make certain other restricted payments or investments;
    enter into agreements that restrict distributions from
    restricted subsidiaries;
    sell or otherwise dispose of assets, including capital stock of
    restricted subsidiaries;
    enter into transactions with affiliates;
    create or incur liens;
    merge, consolidate or sell substantially all of our assets;
    make investments and acquire assets;
    make certain payments on indebtedness; and
    issue certain preferred stock or similar equity securities.     34




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##### Table of Contents



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.        If our
    data security measures are breached or customer data is
    compromised, subscribers may perceive our network and services
    as not secure.
   35




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##### Table of Contents



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
         36




---



##### Table of Contents



We may
    be unable to protect our intellectual property, which could
    reduce the value of our services and our brand.
      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
  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.
   37




---



##### Table of Contents



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.
    Mandatory
    tax distributions may deprive Clearwire Communications of funds
    that are required in its business.
    The
    ability of Clearwire to use its net operating losses to offset
    its income and gain is subject to limitation. If use of its net
    operating losses are limited, there is an increased likelihood
    that Clearwire Communications will be required to make a tax
    distribution to Clearwire.
   38




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##### Table of Contents



Tax
    loans that 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 to operate its business.
    The
    tax allocation methods adopted by Clearwire Communications are
    likely to result in disproportionate allocations of taxable
    income.
   39




---



##### Table of Contents



40




---



##### 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.
  36-month
 41




---



##### Table of Contents



ITEM 1B.
    Unresolved
    Staff Comments    ITEM 2.
    Properties        Approximate SizeCity, State (Function)

(Square Feet)Kirkland, WA area (headquarters and administrative)


185,000Herndon, VA (administrative and WiMAX lab)


130,000Las Vegas, NV (call center)


55,000Henderson, NV (administrative and warehouse space)


53,000Milton, FL (call center)


40,000     sub-let
  ITEM 3.
    Legal
    Proceedings  and/or
 42




---



##### Table of Contents



and/or
  class-wide
  and/or
    ITEM 4.
    Submission
    of Matters to a Vote of Security Holders   43




---



##### Table of Contents



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 From December 1, 2008 to December 31, 2008

$
7.80


$
3.24Year Ended December 31, 2009:First Quarter

$
5.15


$
2.79Second Quarter

$
6.50


$
4.24Third Quarter

$
9.25


$
5.27Fourth Quarter

$
8.26


$
5.43         Class A
    Common Stock Repurchases
    Equity
    Compensation Plan
      Number of SecuritiesRemaining AvailableNumber of Securities





for Future IssuanceTo Be Issued Upon





Under EquityExercise of





Compensation PlansOutstanding Options





(ExcludingAnd Vesting of


Weighted Average


SecuritiesRestricted


Exercise Price


Reflected in thePlan Category

Stock Units(1)


of Options(3)


First Column)Equity compensation plans approved by stockholders


33,390,925
(2)

$
11.09



62,229,805     (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,
    11,853,194 are to be issued upon the exercise of outstanding
    options and 21,537,731 are to be issued pursuant to the vesting
    of outstanding restricted stock units. 44




---



##### Table of Contents



(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, NASDAQ Composite Index, and NASDAQ Telecom
    Index
  
   12/31/08




1/31/09




2/28/09




3/31/09




4/30/09




5/31/09




6/30/09




7/31/09




8/31/09




9/30/09




10/31/09




11/30/09




12/31/09Clearwire


$
100.00



$
81.14



$
65.31



$
104.46



$
112.37



$
90.26



$
112.17



$
164.30



$
155.38



$
164.91



$
126.98



$
114.81



$
137.12NASDAQ Composite Index


$
100.00



$
93.62



$
87.37



$
96.93



$
108.89



$
112.51



$
116.36



$
125.46



$
127.40



$
134.58



$
129.68



$
135.99



$
143.89NASDAQ Telecom Index


$
100.00



$
98.01



$
91.14



$
103.14



$
124.06



$
128.22



$
128.56



$
140.57



$
138.29



$
145.25



$
135.71



$
141.30



$
148.24  45




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##### Table of Contents



ITEM 6.
    Selected
    Financial Data    Year Ended December 31,2009


2008(1)


2007(1)(In thousands, except per share data)Statements of Operations Data:Revenues

$
274,458


$
20,489


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


422,116



131,489



48,865Selling, general and administrative expense


568,063



150,940



99,490Depreciation and amortization


208,263



58,146



3,979Spectrum lease expense


259,359



90,032



60,051Transaction related expenses






82,960



Total operating expenses


1,457,801



513,567



212,385Operating loss


(1,183,343
)


(493,078
)


(212,385
)Other income (expense):Interest income


9,691



1,091



Interest expense


(69,468
)


(16,545
)


Other income (expense), net


(10,014
)


(22,208
)


4,022Total other income (expense), net


(69,791
)


(37,662
)


4,022Loss before income taxes


(1,253,134
)


(530,740
)


(208,363
)Income tax provision


(712
)


(61,607
)


(16,362
)Net loss


(1,253,846
)


(592,347
)


(224,725
)Less: non-controlling interests in net loss of consolidated
    subsidiaries


928,264



159,721



Net loss attributable to Clearwire Corporation

$
(325,582
)

$
(432,626
)

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

$
(1.72
)

$
(0.16
)Diluted

$
(1.74
)

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


194,696



189,921Diluted


741,071



694,921Other Financial Data:Capital expenditures

$
1,540,030


$
574,957


$
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 and for the year ended
    December 31, 2009.  46




---



##### Table of Contents



2009


2008


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


595



424



Wholesale


46







International  Retail


47



51



     (1)
    
    Represents the number of households and business or governmental
    entities receiving wireless broadband connectivity through our
    network.  2009


2008


2007(In thousands)Balance Sheet Data:Cash and cash equivalents

$
1,698,017


$
1,206,143


$
Investments (short- and long-term)


2,194,348



1,920,723



Property, plant and equipment, net


2,596,520



1,319,945



491,896Spectrum licenses, net


4,495,134



4,471,862



2,642,590Total assets


11,267,853



9,124,167



3,144,158Long-term debt, net


2,714,731



1,350,498



Total stockholders equity


7,772,368



7,502,810



2,464,936  47




---



##### 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 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
    tm
   48




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND
    RESULTS OF OPERATIONS  (Continued)
    Business
    Segments
    Critical
    Accounting Policies and Estimates
        Spectrum
    Licenses
   49




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND
    RESULTS OF OPERATIONS  (Continued)
    
    significant underperformance relative to expected historical or
    projected future operating results;
    significant changes in our use of the assets or the strategy for
    our overall business; and
    significant negative industry or economic trends.      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; 50




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND
    RESULTS OF OPERATIONS  (Continued)
   
    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;
    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.        Share-Based
    Compensation
     51




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND
    RESULTS OF OPERATIONS  (Continued)
    Property,
    Plant & Equipment
      Deferred
    Tax Asset Valuation Allowance
   52




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  Results
    of Operations
  Article 11- Regulation S-X.
    As
    Reported Results  Year Ended December 31, 2009
    Compared to the Years Ended December 31, 2008 and
    2007
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2009


2008


2007Revenues

$
274,458


$
20,489


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


422,116



131,489



48,865Selling, general and administrative expense


568,063



150,940



99,490Depreciation and amortization


208,263



58,146



3,979Spectrum lease expense


259,359



90,032



60,051Transaction related expenses






82,960



Total operating expenses


1,457,801



513,567



212,385Operating loss


(1,183,343
)


(493,078
)


(212,385
)Other income (expense):Interest income


9,691



1,091



Interest expense


(69,468
)


(16,545
)


Other income (expense), net


(10,014
)


(22,208
)


4,022Total other income (expense), net


(69,791
)


(37,662
)


4,022Loss before income taxes


(1,253,134
)


(530,740
)


(208,363
)Income tax provision


(712
)


(61,607
)


(16,362
)Net loss


(1,253,846
)


(592,347
)


(224,725
)Less: non-controlling interests in net loss of consolidated
    subsidiaries


928,264



159,721



Net loss attributable to Clearwire Corporation

$
(325,582
)

$
(432,626
)

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

$
(1.72
)

$
(0.16
)Diluted

$
(1.74
)

$
(0.28
) 53




---



##### Table of Contents



Year Ended December 31,2009


2008


2007Weighted average Clearwire Class A Common Shares
    outstanding:Basic


194,696



189,921Diluted


741,071



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. We have calculated and presented basic
    and diluted net loss per share for the period from
    November 29, 2008 through December 31, 2008 and for
    the year ended December 31, 2009.  Revenues
    Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Revenues

$
274,458


$
20,489


$




1239.5
%


N/M         Cost
    of Goods and Services and Network Costs (exclusive of
    depreciation and amortization)
    Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Cost of goods and services and network costs

$
422,116


$
131,489


$
48,865



221.0
%


169.1
%  54




---



##### Table of Contents



Selling,
    General and Administrative Expense
    Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Selling, general and administrative expense

$
568,063


$
150,940


$
99,490



276.4
%


51.7
%         Depreciation
    and Amortization
  Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Depreciation and amortization

$
208,263


$
58,146


$
3,979



258.2
%


1361.3
%    55




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##### Table of Contents



Spectrum
    Lease Expense
  Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Spectrum lease expense

$
259,359


$
90,032


$
60,051



188.1
%


49.9
%         Transaction
    Related Expenses
  Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Transaction related expenses

$



$
82,960


$




N/M



N/M     Interest
    Expense
  Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Interest expense

$
(69,468
)

$
(16,545
)

$




(319.9
)%


N/M    56




---



##### Table of Contents



Other
    Income (Expense), Net
  Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Other-than-temporary
    impairment loss on investments

$
(10,015
)

$
(17,036
)

$




41.2
%


N/MLoss on undesignated swap contracts, net


(6,976
)


(6,072
)






14.9
%


N/MGain on debt extinguishment


8,252











N/M



N/MOther


(1,275
)


900



4,022



(241.8
)%


(77.6
)%Total

$
(10,014
)

$
(22,208
)

$
4,022



54.9
%


(652.2
)%   other-than-temporary other-than-temporary other-than-temporary
    Income
    Tax Provision
  Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Income tax provision

$
(712
)

$
(61,607
)

$
(16,362
)


98.8
%


(276.5
)%         Non-controlling
    Interests in Net Loss of Consolidated Subsidiaries
  Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Non-controlling interests in net loss of consolidated
    subsidiaries

$
928,264


$
159,721


$




481.2
%


N/M  57




---



##### Table of Contents



Pro Forma
    Results  As Reported Results for the Year Ended
    December 31, 2009 Compared to the Pro Forma Results for the
    Years Ended December 31, 2008 and 2007
    Article 11-Pro Regulation S-X
 58




---



##### Table of Contents



CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2009


2008


2007(Actual)


(Pro Forma)


(Pro Forma)Revenues

$
274,458


$
230,646


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


422,116



285,759



156,146Selling, general and administrative expense


568,063



484,421



461,553Depreciation and amortization


208,263



128,602



80,766Spectrum lease expense


259,359



250,184



190,942Total operating expenses


1,457,801



1,148,966



889,407Operating loss


(1,183,343
)


(918,320
)


(737,967
)Other income (expense):Interest income


9,691



18,569



65,736Interest expense


(69,468
)


(192,588
)


(192,624
)Other income (expense), net


(10,014
)


(89,415
)


(36,304
)Total other income (expense), net


(69,791
)


(263,434
)


(163,192
)Loss before income taxes


(1,253,134
)


(1,181,754
)


(901,159
)Income tax provision


(712
)






Net loss


(1,253,846
)


(1,181,754
)


(901,159
)Less: non-controlling interests in net loss of consolidated
    subsidiaries


928,264



867,608



663,098Net loss attributable to Clearwire Corporation

$
(325,582
)

$
(314,146
)

$
(238,061
)Net loss attributable to Clearwire Corporation per Class A
    Common Share:Basic

$
(1.72
)

$
(1.62
)

$
(1.22
)Diluted

$
(1.74
)

$
(1.73
)

$
(1.28
)Weighted average Class A Common Shares outstanding:Basic


194,696



194,484



194,484Diluted


741,071



723,307



723,307   Revenues
    Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Revenues

$
274,458


$
230,646


$
151,440



19.0
%


52.3
%    59




---



##### Table of Contents



Cost
    of Goods and Services and Network Costs (exclusive of
    depreciation and amortization)
    Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Cost of goods and services and network costs

$
422,116


$
285,759


$
156,146



47.7
%


83.0
%         Selling,
    General and Administrative Expense
    Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Selling, general and administrative expense

$
568,063


$
484,421


$
461,553



17.3
%


5.0
%  60




---



##### Table of Contents



Depreciation
    and Amortization
  Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Depreciation and amortization

$
208,263


$
128,602


$
80,766



61.9
%


59.2
%         Spectrum
    Lease Expense
  Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Spectrum lease expense

$
259,359


$
250,184


$
190,942



3.7
%


31.0
%     Interest
    Income
  Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Interest income

$
9,691


$
18,569


$
65,736



(47.8
)%


(71.8
)%    61




---



##### Table of Contents



Interest
    Expense
  Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Interest expense

$
(69,468
)

$
(192,588
)

$
(192,624
)


63.9
%


N/M     Other
    Income (Expense), Net
  Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Other-than-temporary
    impairment loss on investments

$
(10,015
)

$
(78,447
)

$
(35,020
)


87.2
%


(124.0
)%Loss on undesignated swap contracts, net


(6,976
)


(7,008
)






0.5
%


N/MGain on debt extinguishment


8,252











N/M



N/MOther


(1,275
)


(3,960
)


(1,284
)


67.8
%


(208.4
)%Total

$
(10,014
)

$
(89,415
)

$
(36,304
)


88.8
%


(146.3
)%   other-than-temporary other-than-temporary other-than-temporary
    Non-controlling
    Interests in Net Loss of Consolidated Subsidiaries
  Year Ended


Percentage


PercentageDecember 31,


Change 2009


Change 2008(In thousands, except percentages)

2009


2008


2007


Versus 2008


Versus 2007Non-controlling interests in net loss of consolidated
    subsidiaries

$
928,264


$
867,608


$
663,098



7.0
%


30.8
%     Pro Forma
    Reconciliation
   62




---



##### Table of Contents



Article 11-Pro Regulation S-X
    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 EXPENSES:Cost 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)Other income (expense), net


(22,208
)


(64,646
)


(2,561
)(d)


(89,415
)


4,022



(196,725
)


(2,794
)(d)


(36,304
)159,193
(g)Total other income (expense), net


(37,662
)


(141,606
)


(84,166
)


(263,434
)


4,022



(227,268
)


60,054



(163,192
)LOSS BEFORE INCOME TAXES


(530,740
)


(737,633
)


86,619



(1,181,754
)


(208,363
)


(726,283
)


33,487



(901,159
)Income tax provision


(61,607
)


(5,379
)


66,986
(i)






(16,362
)


(5,427
)


21,789
(i)


Net loss


(592,347
)


(743,012
)


153,605



(1,181,754
)


(224,725
)


(731,710
)


55,276



(901,159
)Less: non-controlling interests in net loss of consolidated
    subsidiaries


159,721



3,492



704,395
(f),(j)


867,608







4,244



658,854
(j)


663,098Net loss attributable to Clearwire Corporation

$
(432,626
)

$
(739,520
)

$
858,000


$
(314,146
)

$
(224,725
)

$
(727,466
)

$
714,130


$
(238,061
)Net loss attributable to Clearwire Corporation per Class A
    Common Share(3):Basic













$
(1.62
)













$
(1.22
)Diluted













$
(1.73
)













$
(1.28
)Weighted average Class A Common Shares outstanding:Basic














194,484















194,484Diluted














723,307















723,307     (1)
    
    Basis of Presentation 63




---



##### Table of Contents



30-day
        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)
    Represents adjustments in the depreciation expense on a pro
    forma basis related to items of Old Clearwire PP&E that are
    being depreciated over their estimated remaining useful lives on
    a straight-line basis. The reduction in depreciation expense
    results from a decrease in the carrying value of Old Clearwire
    PP&E 64




---



##### Table of Contents



due to the allocation of the excess of the estimated fair value
    of net assets acquired over the purchase price used in purchase
    accounting for the Transactions.  (c)
    Represents adjustments to record amortization on a pro forma
    basis related to Old Clearwire spectrum lease contracts and
    other intangible assets over their estimated weighted average
    remaining useful lives on a straight-line basis. The increase in
    the amortization expense results from an increase in the
    carrying value of the Old Clearwire spectrum lease contracts and
    other intangible assets resulting from purchase accounting.(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. The other income and related expenses were
    $2.6 million and $2.8 million for twelve months ended
    December 31, 2008 and 2007, respectively.(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 Clearwire relative to current market rates.
    This one-time charge recorded by Clearwire at the closing is
    excluded from the unaudited pro forma combined statements of
    operations.(g)
    Prior to the Closing, 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, including the Sprint
    Pre-Closing financing (as defined in the Transaction Agreement)
    under the Amended Credit Agreement (as defined below), was
    outstanding as of 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 lenders was obtained. On November 21, 2008,
    Old Clearwire entered into the Amended and Restated Credit
    Agreement with the lenders to obtain their consent and to
    satisfy other conditions to closing under the Transaction
    Agreement, which we refer to as the Amended Credit Agreement.
    The Amended Credit Agreement resulted in additional fees to be
    paid and adjustments to the underlying interest rates. The
    Sprint Pre-Closing Financing was assumed by Clearwire on the
    Closing, as a result of the financing of the Sprint WiMAX
    Business operations by Sprint for the period from April 1,
    2008, through the Closing, and added as an additional tranche of
    term loans under the Amended Credit Agreement.   65




---



##### Table of Contents



(i)
    Represents the adjustment to reflect the pro forma income tax
    expense for the years ended December 31, 2008 and 2007,
    which was determined by computing the pro forma effective tax
    rates for the years ended December 31, 2008 and 2007,
    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 years ended
    December 31, 2008 and 2007, no tax benefit was recognized.(j)
    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 upon Closing of the Transactions
    and reflects the contributions by CW Investment Holdings LLC 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 Sprint and the Investors (other than
    Google) and CW Investment Holdings LLC.  (3)
    Pro Forma
    Net Loss per Share      Basic


DilutedClass A Common Stock held by existing stockholders(i)


164,484



164,484Class A Common Stock sold to Google(i)


29,412



29,412Class A Common Stock sold to CW Investment Holdings LLC(i)


588



588Class B Common Stock issued to Sprint(ii)






370,000Class B Common Stock sold to Comcast(ii)






61,765Class B Common Stock sold to Intel(ii)






58,823Class B Common Stock sold to Time Warner Cable(ii)






32,353Class B Common Stock sold to Bright House(ii)






5,882Weighted average Class A Common Stock outstanding


194,484



723,307     (i)
    
    Shares outstanding related to Class A Common Stock held by
    Clearwire stockholders has been derived from the sum of the
    number of shares of Old Clearwire Class A Common Stock and
    Old Clearwire Class B Common Stock issued and outstanding
    at November 28, 2008, and subject to conversion of each
    share of Old Clearwire Class A common stock and Old
    Clearwire Class B common stock into the right to receive
    one share of Class A Common Stock. The basic weighted
    average shares outstanding related to Class A Common Stock
    are the shares issued in the Transactions and assumed to be
    outstanding for the entire period for which loss per share is
    being calculated. The computation of pro forma diluted
    Class A Common Stock did not include the effects of 66




---



##### Table of Contents



the following options, restricted stock units and warrants as
    the inclusion of these securities would have been anti-dilutive
    (in thousands):  As ofNovember 28,2008Stock options


18,431Warrants


17,806Restricted stock units


1,23837,475     (ii)
    
    Holders of Class B Common Stock will be entitled at any
    time to exchange one share of Class B Common Stock, in
    combination with one Clearwire Communications Class B
    Common Interest, for one share of Class A Common Stock.      Year Ended December 31,2008


2007Pro forma net loss

$
(314,146
)

$
(238,061
)Non-controlling interests in net loss of consolidated
    subsidiaries


(867,608
)


(663,098
)Less: Pro forma tax adjustment resulting from dissolution of
    Clearwire Communications


(66,986
)


(21,789
)Net loss attributable to Class A Common Stockholders,
    assuming the exchange of Class B Common Stock and Clearwire
    Communications Class B Common Interests to Class A
    Common Stock

$
(1,248,740
)

$
(922,948
)     Year Ended December 31,2008


2007Basic


Diluted


Basic


DilutedPro forma net loss attributable to Class A Common
    Stockholders

$
(314,146
)

$
(1,248,740
)

$
(238,061
)

$
(922,948
)Weighted average Clearwire Class A Common Stock outstanding


194,484



723,307



194,484



723,307Basic and diluted pro forma net loss per share of Class A
    Common Stock

$
(1.62
)

$
(1.73
)

$
(1.22
)

$
(1.28
)  67




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##### Table of Contents



Liquidity
    and Capital Resource Requirements
          and/or and/or
     68




---



##### Table of Contents



Cash
    Flow Analysis
        Year Ended December 31,2009


2008


2007Net cash used in operating activities

$
(472,484
)

$
(406,306
)

$
(339,519
)Net cash used in investing activities


(1,782,999
)


(2,245,830
)


(683,080
)Net cash provided by financing activities


2,745,847



3,857,755



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


1,510



524



Total net cash flows


491,874



1,206,143



Cash and cash equivalents at beginning of period


1,206,143







Cash and cash equivalents at end of period

$
1,698,017


$
1,206,143


$
   Operating
    Activities
      Investing
    Activities
  available-for-sale
  available-for-sale
   69




---



##### Table of Contents



Financing
    Activities
           Contractual
    Obligations
    Less ThanContractual Obligations

Total


1 Year


1 - 3 Years


3 - 5 Years


Over 5 YearsLong-term debt obligations

$
2,772,494


$



$



$



$
2,772,494Interest payments(1)


1,997,139



333,644



665,398



665,398



332,699Operating lease obligations


6,496,660



214,717



441,279



446,768



5,393,896Spectrum lease obligations


5,164,616



127,749



275,879



290,229



4,470,759Spectrum service credits


95,672



986



1,972



1,973



90,741Signed spectrum agreements


29,983



29,983











Network equipment purchase obligations(2)


422,744



422,744











Other purchase obligations(3)


162,474



96,030



52,978



13,466



Total(4)

$
17,141,782


$
1,225,853


$
1,437,506


$
1,417,834


$
13,060,589     (1)
    
    Our interest payment obligations are calculated for all years on
    debt obligations outstanding as of December 31, 2009, using
    an interest rate of a 12%. 70




---



##### Table of Contents



(2)
    
    Network equipment purchase obligations represent purchase
    commitments with
    take-or-pay
    obligations and/or volume commitments for equipment that are
    non-cancelable and outstanding purchase orders for network
    equipment for which we believe delivery is likely to occur.(3)
    
    Other purchase obligations include minimum purchases we have
    committed to purchase from suppliers over time and/or
    unconditional purchase obligations where we guarantee to make a
    minimum payment to suppliers for goods and services regardless
    of whether suppliers fully deliver them. They include, among
    other things, agreements for backhaul, customer devices and IT
    related and other services. The amounts actually paid under some
    of these other agreements will likely be higher than
    the minimum commitments due to variable components of these
    agreements. The more significant variable components that
    determine the ultimate obligation owed include hours contracted,
    subscribers and other factors.(4)
    
    In addition, we are party to various arrangements that are
    conditional in nature and create an obligation to make payments
    only upon the occurrence of certain events, such as the actual
    delivery and acceptance of products or services. Because it is
    not possible to predict the timing or amounts that may be due
    under these conditional arrangements, no such amounts have been
    included in the table above. The table above also excludes
    blanket purchase order amounts where the orders are subject to
    cancellation or termination at our discretion or where the
    quantity of goods or services to be purchased or the payment
    terms are unknown because such purchase orders are not firm
    commitments.    Recent
    Accounting Pronouncements
          ITEM 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk   71




---



##### Table of Contents



Interest
    Rate Risk
    de minimis
  Foreign
    Currency Exchange Rates
    Credit
    Risk
  available-for-sale other-than-temporary.
   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


75Report of Independent Registered Public
    Accounting Firm


77Consolidated Balance Sheets as of
    December 31, 2009 and 2008


78Consolidated Statements of Operations for the
    years ended December 31, 2009, 2008 and 2007


79Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008 and 2007


80Consolidated Statements of Stockholders
    Equity and Comprehensive Loss for the years ended
    December 31, 2009, 2008 and 2007


81Notes to Consolidated Financial Statements


82  73




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             Internal Control  Integrated Framework
    /s/  Deloitte &
    Touche LLP    74




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Internal Control  Integrated Framework
          Internal Control  Integrated Framework
 75




---



##### Table of Contents



/s/  Deloitte &
    Touche LLP    76




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          
  
 77




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEETS  December 31,


December 31,2009


2008(In thousands, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
1,698,017


$
1,206,143Short-term investments


2,106,661



1,901,749Restricted cash


1,166



1,159Accounts receivable, net of allowance of $1,956 and $913


6,253



4,166Notes receivable


5,402



4,837Inventory, net


12,624



3,174Prepaids and other assets


46,466



44,644Total current assets


3,876,589



3,165,872Property, plant and equipment, net


2,596,520



1,319,945Restricted cash


5,620



8,381Long-term investments


87,687



18,974Spectrum licenses, net


4,495,134



4,471,862Other intangible assets, net


91,713



122,808Investments in equity investees


10,647



10,956Other assets


103,943



5,369Total assets

$
11,267,853


$
9,124,167LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and other current liabilities

$
527,367


$
145,417Deferred revenue


16,060



11,761Current portion of long-term debt






14,292Total current liabilities


543,427



171,470Long-term debt, net


2,714,731



1,350,498Deferred tax liabilities, net


6,353



4,164Other long-term liabilities


230,974



95,225Total liabilities


3,495,485



1,621,357Commitments and contingencies (Note 13)Stockholders equity:Class A common stock, par value $0.0001,
    1,500,000,000 shares authorized; 196,766,715 and
    190,001,706 shares issued and outstanding, respectively


20



19Class B common stock, par value $0.0001,
    1,000,000,000 shares authorized; 734,238,872 and
    505,000,000 shares issued and outstanding, respectively


73



51Additional paid-in capital


2,000,061



2,092,861Accumulated other comprehensive income


3,745



3,194Accumulated deficit


(413,056
)


(29,933
)Total Clearwire Corporation stockholders equity


1,590,843



2,066,192Non-controlling interests


6,181,525



5,436,618Total stockholders equity


7,772,368



7,502,810Total liabilities and stockholders equity

$
11,267,853


$
9,124,167    78




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  Year Ended December 31,2009


2008


2007(In thousands, except per share data)Revenues

$
274,458


$
20,489


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


422,116



131,489



48,865Selling, general and administrative expense


568,063



150,940



99,490Depreciation and amortization


208,263



58,146



3,979Spectrum lease expense


259,359



90,032



60,051Transaction related expenses






82,960



Total operating expenses


1,457,801



513,567



212,385Operating loss


(1,183,343
)


(493,078
)


(212,385
)Other income (expense):Interest income


9,691



1,091



Interest expense


(69,468
)


(16,545
)


Other income (expense), net


(10,014
)


(22,208
)


4,022Total other income (expense), net


(69,791
)


(37,662
)


4,022Loss before income taxes


(1,253,134
)


(530,740
)


(208,363
)Income tax provision


(712
)


(61,607
)


(16,362
)Net loss


(1,253,846
)


(592,347
)


(224,725
)Less: non-controlling interests in net loss of consolidated
    subsidiaries


928,264



159,721



Net loss attributable to Clearwire Corporation

$
(325,582
)

$
(432,626
)

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

$
(1.72
)

$
(0.16
)Diluted

$
(1.74
)

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


194,696



189,921Diluted


741,071



694,921    79




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year Ended December 31,2009


2008


2007(In thousands)Cash flows from operating activities:Net loss

$
(1,253,846
)

$
(592,347
)

$
(224,725
)Adjustments to reconcile net loss to net cash used in operating
    activities:Deferred income taxes


712



61,607



16,362Losses from equity investees, net


1,202



174



Non-cash fair value adjustments on swaps


(6,939
)


6,072



Other-than-temporary
    impairment loss on investments


10,015



17,036



Non-cash interest expense


66,375



1,667



Depreciation and amortization


208,263



58,146



3,979Amortization of spectrum leases


57,898



17,109



Non-cash rent


108,953







Share-based compensation


27,512



6,465



Loss on settlement of pre-existing lease arrangements






80,573



Loss/(gain) on disposal or write-off of property, plant and
    equipment


77,957



(204
)


Gain on extinguishment of debt


(8,252
)






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


(9,450
)


(892
)


Accounts receivable


(2,381
)


402



Prepaids and other assets


(64,930
)


6,354



(135,135
)Prepaid spectrum licenses


(23,861
)


(63,138
)


Accounts payable and other liabilities


338,288



(5,330
)


Net cash used in operating activities


(472,484
)


(406,306
)


(339,519
)Cash flows from investing activities:Capital expenditures


(1,450,238
)


(534,196
)


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


(46,816
)


(109,257
)


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


(3,571,154
)


(1,774,324
)


Disposition of
    available-for-sale
    investments


3,280,455







Net cash acquired in acquisition of Old Clearwire






171,780



Other investing


4,754



167



Net cash used in investing activities


(1,782,999
)


(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


(1,171,775
)


(3,573
)


Proceeds from issuance of long-term debt


2,467,830







Debt financing fees


(44,217
)


(50,000
)


Strategic investors cash contribution


1,481,813



3,200,037



Proceeds from issuance of common stock


12,196







Other financing






(70
)


Net cash provided by financing activities


2,745,847



3,857,755



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


1,510



524



Net increase in cash and cash equivalents


491,874



1,206,143



Cash and cash equivalents:Beginning of period


1,206,143







End of period

$
1,698,017


$
1,206,143


$
Supplemental cash flow disclosures:Cash paid for interest

$
119,277


$
7,432


$
Swap interest paid

$
13,915


$



$
Non-cash investing and financing activities:Conversion 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

$
89,792


$
40,761


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

$



$



$
164,652Spectrum purchases in accounts payable

$



$
10,560


$
    80




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY AND COMPREHENSIVE LOSS
    For the Years Ended December 31, 2009, 2008 and
    2007
  AccumulatedClass A


Class B





Business Equity of


Other








TotalCommon Stock


Common Stock


Additional Paid In


Sprint WiMAX


Comprehensive


Accumulated


Non-controlling


StockholdersShares


Amounts


Shares


Amounts


Capital


Business


Income


Deficit


Interests


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















5,575,480



7,667,555Net loss(a)






























(29,933
)


(159,721
)


(189,654
)Foreign currency translation adjustment


























2,682







7,129



9,811Unrealized gain on investments


























512







1,361



1,873Comprehensive loss(a)


































(151,231
)


(177,970
)Share-based compensation and other capital transactions


518















856















12,369



13,225Balances at December 31, 2008


190,002



19



505,000



51



2,092,861







3,194



(29,933
)


5,436,618



7,502,810Net loss






























(325,582
)


(928,264
)


(1,253,846
)Foreign currency translation adjustment


























254







42



296Unrealized gain on investments


























297







1,622



1,919Comprehensive loss


































(926,600
)


(1,251,631
)Issuance of Class A common stock


588















10,000



















10,000Issuance of Clearwire Class A and B common stock related to
    post-closing adjustment


4,412



1



23,824



2



(33,632
)














33,632



3Issuance of Class B common stock, net of issuance costs










205,415



20



(140,253
)














1,622,043



1,481,810Rights offering  dividend


















57,541











(57,541
)






Share-based compensation and other capital transactions


1,765















13,544















15,832



29,376Balances at December 31, 2009


196,767


$
20



734,239


$
73


$
2,000,061


$



$
3,745


$
(413,056
)

$
6,181,525


$
7,772,368     (a)
    
    Net loss for the year ended
    December 31, 2008 was ($592,347) and comprehensive loss was
    ($580,663).   81




---



##### 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; 82




---



##### 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.      2.
    Summary
    of Significant Accounting Policies    Principles of Consolidation
    Reclassifications
  Use of Estimates
   83




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Subsequent Events 
  Cash and Cash Equivalents
  Restricted Cash
  Investments available-for-sale
  other-than-temporary. other-than-temporary, other-than-temporary,
    Fair Value Measurements
       84




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounts Receivable
  Inventory
  Property, Plant and Equipment
     85




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Internally Developed Software
  Spectrum Licenses 
    Other Intangible Assets
  Derivative Instruments and Hedging Activities
  Debt Issuance Costs
  Interest Capitalization
 86




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income Taxes
  Revenue Recognition
    Advertising Costs
  Research and Development
  Net Loss per Share
  Share-Based Compensation
 87




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Operating Leases
  Foreign Currency
  Concentration of Risk
  Recent
    Accounting Pronouncements
         88




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    Strategic
    Transactions  Private
    Placement
          Investor

Investment


InterestsSprint

$
1,176.0



160,436,562Comcast


196.0



26,739,427Time Warner Cable


103.0



14,051,841Bright House


19.0



2,592,087Intel


50.0



6,821,282Eagle River


20.0



2,728,512$
1,564.0



213,369,711    89




---



##### Table of Contents



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

Over Allotment FeeSprint

$
18,878,934Comcast

$
3,135,911Time Warner Cable

$
1,659,287Bright House

$
315,325           Class A Common





Class B CommonClass A


Stock %


Class B Common


Stock %





Total %Investor

Common Stock


Outstanding


Stock(1)


Outstanding


Total


OutstandingSprint










524,732,533



71.5
%


524,732,533



56.4
%Comcast










87,367,362



11.9
%


87,367,362



9.4
%Time Warner Cable










45,807,398



6.2
%


45,807,398



4.9
%Bright House










8,364,243



1.1
%


8,364,243



0.9
%Intel


36,666,666



18.6
%


65,354,820



8.9
%


102,021,486



11.0
%Eagle River


35,922,958



18.3
%


2,612,516



0.4
%


38,535,474



4.1
%Google Inc.


29,411,765



14.9
%










29,411,765



3.1
%Other Shareholders


94,177,091



47.9
%










94,177,091



10.1
%CW Investment Holdings LLC


588,235



0.3
%










588,235



0.1
%196,766,715



100.0
%


734,238,872



100.0
%


931,005,587



100.0
%  90




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    The holders of Class B Common Stock hold an equivalent
    number of Clearwire Communications Class B Common Interests.      Business
    Combinations
    30-day
    Purchase
    Consideration
   91




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Number of shares of Old Clearwire Class A common stock
    exchanged in the Transactions


164,484Closing price per share of Old Clearwire 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


38,014Fair value adjustment for restricted stock units exchanged


1,398Fair value adjustment for warrants exchanged


18,490Transaction costs


51,546Purchase consideration for Old Clearwire before settlement loss


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


(80,573
)Purchase consideration for Old Clearwire

$
1,117,759   Purchase
    Price Allocation
      Working capital

$
128,532Property, plant and equipment


393,551Other non-current assets


106,676Spectrum licenses


1,644,825Intangible assets


122,673Term debt


(1,187,500
)Deferred tax liability


(4,952
)Other non-current liabilities and non-controlling interests


(86,046
)Total purchase price

$
1,117,759  92




---



##### Table of Contents



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


Estimated RemainingAssigned


Useful Life(Years)Network and base station equipment

$
116,029


5Customer premise equipment


19,886


1 to 2Furniture, fixtures and equipment


28,595


2The lesser of theLeasehold improvements


7,324


lease term or 5Construction in progress


221,717


N/A$
393,551     Weighted AverageValue


Remaining UsefulAssigned


Life(Years)Indefinite-lived owned spectrum

$
480,028


IndefiniteDefinite-lived owned spectrum


120,915


18Spectrum leases


1,043,882


27$
1,644,825     Value


Weighted AverageAssigned


Remaining Useful Life(Years)Subscriber relationships

$
118,869


4 - 7Trade names and trademarks


3,804


5$
122,673   Net
    Loss From Settlement of Pre-existing Relationships
   93




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    Investments    December 31, 2009


December 31, 2008Gross Unrealized


Gross UnrealizedCost


Gains


Losses


Fair Value


Cost


Gains


Losses


Fair ValueShort-termU.S. Government and Agency Issues

$
2,106,584


$
231


$
(154
)

$
2,106,661


$
1,899,529


$
2,220


$



$
1,901,749Long-termU.S. Government and Agency Issues


74,670







(154
)


74,516















Other debt securities


8,959



4,212







13,171



18,974











18,974Total long-term


83,629



4,212



(154
)


87,687



18,974











18,974Total investments

$
2,190,213


$
4,443


$
(308
)

$
2,194,348


$
1,918,503


$
2,220


$



$
1,920,723   other-than-temporary
      years-to-maturity,
  Cost


Fair ValueDue within one year

$
2,106,584


$
2,106,661Due between one and five years


74,670



74,516Due in ten years or greater


8,959



13,171Total

$
2,190,213


$
2,194,348  94




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Property,
    Plant and Equipment    Useful

December 31,Lives (Years)

2009


2008Network and base station equipment

5-15

$
901,814


$
353,752Customer premise equipment

2


60,108



23,141Furniture, fixtures and equipment

3-7


216,598



167,325Lesser of usefulLeasehold improvements

life or lease term


18,128



12,786Construction in progress

N/A


1,623,703



823,1932,820,351



1,380,197Less: accumulated depreciation and amortization




(223,831
)


(60,252
)$
2,596,520


$
1,319,945   Year Ended December 31,2009


2008


2007Supplemental information (in thousands):Capitalized interest

$
140,168


$
4,469


$
Depreciation expense

$
170,131


$
54,811


$
3,936   6.
    Spectrum
    Licenses    December 31, 2009


December 31, 2008Wtd Avg

Gross Carrying


Accumulated


Net Carrying


Gross Carrying


Accumulated


Net CarryingLease Life

Value


Amortization


Value


Value


Amortization


ValueIndefinite-lived owned spectrum

Indefinite

$
3,082,401


$



$
3,082,401


$
3,035,473


$



$
3,035,473Definite-lived owned spectrum

16-20 years


118,069



(6,268
)


111,801



112,303



(974
)


111,329Spectrum leases and prepaid spectrum

26 years


1,323,405



(62,937
)


1,260,468



1,270,058



(5,039
)


1,265,019Pending spectrum and transition costs

N/A


40,464







40,464



60,041







60,041Total spectrum licenses



$
4,564,339


$
(69,205
)

$
4,495,134


$
4,477,875


$
(6,013
)

$
4,471,862   Indefinite and Definite-lived Owned Spectrum
    Licenses
  Spectrum Leases and Prepaid Spectrum
 95




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2009


2008


2007Supplemental Information (in thousands):Amortization of prepaid spectrum licenses

$
57,898


$
17,109


$
Amortization of definite-lived owned spectrum

$
5,689


$
447


$
Consideration paid relating to owned spectrum licenses:Cash

$
46,800


$
108,265


$
352,295Stock (Sprint)

$



$
4,000


$
100,000     Spectrum


Definite-Leases and


Lived OwnedPrepaid Spectrum


Spectrum


Total2010

$
55,796


$
7,709


$
63,5052011


53,956



7,996



61,9522012


53,791



7,996



61,7872013


52,802



7,501



60,3032014


52,449



6,511



58,960Thereafter


991,674



74,088



1,065,762Total

$
1,260,468


$
111,801


$
1,372,269     7.
    Other
    Intangible Assets    December 31, 2009


December 31, 2008Gross








GrossCarrying


Accumulated


Net Carrying


Carrying


Accumulated


Net CarryingUseful lives


Value


Amortization


Value


Value


Amortization


ValueSubscriber relationships


4  7 years


$
120,231


$
(34,084
)

$
86,147


$
118,787


$
(2,606
)

$
116,181Trade names and trademarks


5 years



3,804



(824
)


2,980



3,804



(63
)


3,741Patents and other


10 years



3,164



(578
)


2,586



3,148



(262
)


2,886Total other intangibles





$
127,199


$
(35,486
)

$
91,713


$
125,739


$
(2,931
)

$
122,808  96




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010

$
27,3942011


22,4262012


17,3222013


12,2922014


7,728Thereafter


4,551Total

$
91,713   Year Ended December 31,2009


2008


2007Supplemental Information (in thousands):Amortization expense

$
32,443


$
2,888


$
43Consideration paid

$
16


$
992


$
1,316     8.
    Accounts
    Payable and Other Current Liabilities    December 31,2009


2008Accounts payable

$
377,890


$
78,695Accrued interest


28,670



8,953Salaries and benefits


44,326



26,337Business and income taxes payable


25,924



7,264Other


50,557



24,168$
527,367


$
145,417   9.
    Income
    Taxes     97




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended December 31,2009


2008


2007Current taxes:International

$
(389
)

$
325


$
Federal










State


148







Total current taxes


(241
)


325



Deferred taxes:International


953



(87
)


Federal






51,686



13,745State






9,683



2,617Total deferred taxes


953



61,282



16,362Income tax provision

$
712


$
61,607


$
16,362    98




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2009


2008Noncurrent deferred tax assets:Net operating loss carryforward

$
718,853


$
590,767Capital loss carryforward


6,230



6,187Other assets


13,573



3,519Total deferred tax assets


738,656



600,473Valuation allowance


(573,165
)


(349,001
)Net deferred tax assets


165,491



251,472Noncurrent deferred tax liabilities:Investment in Clearwire Communications


142,434



221,373Spectrum licenses


19,437



14,943Other intangible assets


9,937



19,113Other


36



207Total deferred tax liabilities


171,844



255,636Net deferred tax liabilities

$
6,353


$
4,164   non-United
     99




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2009


2008


2007Federal statutory income tax rate


35.0
%


35.0
%


35.0
%State income taxes (net of federal benefit)


0.8



(1.5
)


(0.8
)Non-controlling interest


(25.9
)






Other, net


0.7



0.2



0.2Valuation allowance


(10.7
)


(50.3
)


(42.2
)Effective income tax rate


(0.1
)%


(16.6
)%


(7.8
)%       10.
    Long-term
    Debt    December 31,2009


2008Senior Secured Notes and Rollover Notes, due in 2015, interest
    due-bi-annually

$
2,714,731


$
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

$
2,714,731


$
1,350,498   Senior Secured Notes and Rollover Notes
   100




---



##### Table of Contents



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


Interest2010

$



$
333,6442011






332,6992012






332,6992013






332,6992014






332,6992015


2,772,494



332,699$
2,772,494


$
1,997,139   Senior Term Loan Facility
  Interest Expense
  Year Ended December 31,2009


2008


2007Interest coupon

$
145,453


$
19,347


$
Accretion of debt discount


64,183



1,667



Capitalized interest


(140,168
)


(4,469
)


$
69,468


$
16,545


$
  101




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Derivative
    Instruments  3-month
    Type of

Notional





Receive


PayDerivative

Amount


Maturity Date


Index Rate


Fixed RateSwap

$
300,000



3/5/2010



3-month LIBOR



3.50
%Swap

$
300,000



3/5/2011



3-month LIBOR



3.62
%   Year EndedDecember 31,Nature of Activity:

2009Periodic swap payment

$
(13,915
)Unrealized gain on undesignated interest rate swap contracts


6,939Loss on undesignated swap contracts, net(1)

$
(6,976
)     (1)
    
    Included in Other income (expense), net in the consolidated
    statements of operations.     102




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Fair
    Value    Financial Instrument

Hierarchy

Pricing AssumptionsCash equivalents: Money market mutual funds

Level 1

Market quotesShort-term investment: U.S. Government and Agency Issues

Level 1

Market quotesLong-term investment: U.S. Government and Agency Issues

Level 1

Market quotesLong-term investment: Other debt securities

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   Cash
    Equivalents and Investments
      Derivatives
   103




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##### 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

$
1,698,017


$



$



$
1,698,017Short-term investments

$
2,106,661


$



$



$
2,106,661Long-term investments

$
74,516


$



$
13,171


$
87,687     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


$
21,591     Level 3


Level 3Financial Assets


Financial LiabilitiesBalance at January 1, 2008

$



$
Balances acquired from Old Clearwire


36,011



(15,519
)Total losses for 2008 included in net loss(1)


(17,037
)


(6,072
)Balance at December 31, 2008


18,974



(21,591
)Total gains (losses) for 2009 included in:Net loss(1)


(10,015
)


6,939Other comprehensive income


4,212



Settlements






14,652Balance at December 31, 2009

$
13,171


$
Net unrealized losses included in net loss for 2009 relating to
    financial assets held at December 31, 2009

$
(10,015
)

$
     (1)
    
    Included in Other income (expense), net in the consolidated
    statements of operations.   104




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Notes
    Receivable
    Debt
    Instruments
      13.
    Commitments
    and Contingencies    Thereafter,including allTotal


2010


2011


2012


2013


2014


renewal periodsLong-term debt obligations

$
2,772,494


$



$



$



$



$



$
2,772,494Interest payments


1,997,139



333,644



332,699



332,699



332,699



332,699



332,699Operating lease obligations


6,496,660



214,717



219,522



221,757



223,383



223,385



5,393,896Spectrum lease obligations


5,164,616



127,749



135,073



140,806



140,369



149,860



4,470,759Spectrum service credits


95,672



986



986



986



986



987



90,741Signed spectrum agreements


29,983



29,983



















Network equipment purchase obligations


422,744



422,744



















Other purchase obligations


162,474



96,030



30,938



22,040



13,054



412



Total

$
17,141,782


$
1,225,853


$
719,218


$
718,288


$
710,491


$
707,343


$
13,060,589   Spectrum and operating lease
    obligations
 105




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2009


2008


2007Spectrum lease expense

$
201,461


$
72,923


$
60,051Amortization of prepaid spectrum licenses


57,898



17,109



Total spectrum lease expense

$
259,359


$
90,032


$
60,051Operating lease expense

$
245,351


$
51,345


$
2,000   Other spectrum commitments 15-30 years.
    Network equipment purchase obligations take-or-pay and/or
  Other purchase obligations and/or
  AMDOCS Agreement
   106




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Legal proceedings and/or
  and/or
  class-wide
  and/or
 107




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Indemnification agreements
  14.
    Share-Based
    Payments      Stock
    Options
  one-for-one
 108




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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


12/31/2009Options


Price


(Years)


(In millions)Options outstanding  January 1, 2007


Options outstanding  December 31, 2007


Options acquired in purchase accounting 
    November 28, 2008


19,093,614


$
14.38Granted


425,000



4.10Forfeited


(337,147
)


11.64Exercised


(9,866
)


3.00Options outstanding  December 31, 2008


19,171,601


$
14.21



6.36Granted


7,075,000



4.30Forfeited


(4,084,112
)


15.13Exercised


(624,758
)


3.51Options outstanding  December 31, 2009


21,537,731


$
11.09



6.39


$
25.51Vested and expected to vest  December 31, 2009


19,715,140


$
11.45



6.23


$
22.17Exercisable outstanding  December 31, 2009


12,066,459


$
13.54



5.21


$
8.42       Options Outstanding


Options ExercisableWeightedAverageContractual


Weighted





WeightedLife


Average





AverageNumber of


Remaining


Exercise


Number of


ExerciseExercise Prices

Options


(Years)


Price


Options


Price$2.25  $3.00


1,421,199



4.01


$
2.89



1,421,199


$
2.89$3.03


3,700,000



9.19



3.03







$3.53  $5.45


1,296,750



5.78



4.16



107,500



4.10$6.00


3,466,399



4.43



6.00



3,466,399



6.00$6.07  $11.03


2,856,699



8.12



8.63



279,092



10.97$11.15  $16.02


1,380,101



5.46



14.62



1,069,318



14.85$17.11


2,177,899



4.72



17.11



1,233,065



17.11$18.00  $23.30


3,386,451



6.60



20.35



2,884,805



20.07$23.52  $25.01


1,847,233



6.33



24.99



1,602,581



24.99$25.33


5,000



7.54



25.33



2,500



25.33Total


21,537,731



6.39


$
11.09



12,066,459


$
13.54  109




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2009

2008Expected volatility

63.35%-67.65%


66.52
%Expected dividend yield




Expected life (in years)

4.75 - 6.25


4.75Risk-free interest rate

1.36% - 2.98%


1.93
%Weighted average fair value per option at grant date

$2.63

$
2.24       Restricted
    Stock Units
  one-for-one
    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
)


Released


(508,098
)


5.18Cancelled


(108,777
)


Restricted stock units outstanding  December 31,
    2008


3,272,625


$
13.19Granted


10,938,677



4.39Forfeited


(1,217,857
)


5.17Released


(1,140,251
)


6.95Cancelled






Restricted stock units outstanding  December 31,
    2009


11,853,194


$
4.60  110




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Sprint
    Equity Compensation Plans
        Year Ended December 31.2009


2008


2007Options

$
6,386


$
2,371


$
RSUs


20,091



1,292



Sprint Equity Compensation Plans


1,035



2,802



$
27,512


$
6,465


$
   15.
    Stockholders
    Equity  Class A
    Common Stock
   111




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Class B
    Common Stock
      Clearwire
    Communications Interests
    Period FromNovember 29,Year Ended


2008 toDecember 31,


December 31,2009


2008Net loss attributable to Clearwire

$
(319,199
)

$
(29,621
)Decrease in Clearwires additional paid-in capital for
    issuance of Class A and B Common Stock related to the
    post-closing adjustment


(33,632
)


Decrease in Clearwires additional paid-in capital for
    issuance of Class B Common Stock


(140,253
)


Increase in Clearwires additional paid-in capital for
    issuance of Class A Common Stock


17,957



161Change from net loss attributable to Clearwire and transfers to
    non-controlling interests

$
(475,127
)

$
(29,460
)      112




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Dividend
    Policy
    Non-controlling
    Interests in Clearwire Communications
    Warrants
  one-for-one
  16.
    Net Loss
    Per Share  Basic
    Net Loss Per Share
    Period FromNovember 29,Year Ended


2008 toDecember 31,


December 31,2009


2008Net loss

$
(1,253,846
)

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


928,264



159,721(325,582
)


(29,933
)Distribution to warrant and restricted stock unit holders


(9,491
)


Net loss attributable to Class A Common Stockholders

$
(335,073
)

$
(29,933
)Weighted average shares Class A Common Stock outstanding


194,696



189,921Loss per share

$
(1.72
)

$
(0.16
)  113




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Diluted
    Loss Per Share
      Period FromNovember 29,Year Ended


2008 toDecember 31,


December 31,2009


2008Net loss attributable to Class A Common Stockholders

$
(335,073
)

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


(928,264
)


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


(27,356
)


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

$
(1,290,693
)

$
(193,812
)Weighted average shares Class A common stock outstanding
    (diluted)


741,071



694,921Loss per share

$
(1.74
)

$
(0.28
)    114




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Period FromNovember 29,Year Ended


2008 toDecember 31,


December 31,2009


2008Stock options


22,154



19,317Restricted stock units


9,488



3,054Warrants


17,806



17,806Contingent shares


12,747



28,82462,196



69,001       (out-of-the-money).
    17.
    Business
    Segments   115




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31, 2009United States


International


TotalRevenues

$
242,798


$
31,660


$
274,458Cost of goods and services and network costs (exclusive of items
    shown separately below)


407,572



14,544



422,116Operating expenses


783,543



43,879



827,422Depreciation and amortization


190,273



17,990



208,263Total operating expenses


1,381,388



76,413



1,457,801Operating loss

$
(1,138,590
)

$
(44,753
)


(1,183,343
)Other income (expense), net










(69,791
)Income tax provision










(712
)Net loss










(1,253,846
)Non-controlling interest










928,264Net loss attributable to Clearwire









$
(325,582
)   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
)Income tax provision










(61,607
)Net loss










(592,347
)Non-controlling interest










159,721Net loss attributable to Clearwire









$
(432,626
)   Year Ended December 31,2009


2008Capital expendituresUnited States

$
1,533,918


$
573,537International


6,112



1,420$
1,540,030


$
574,957   116




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31,2009


2008Total assetsUnited States

$
11,115,815


$
8,901,988International


152,038



222,179$
11,267,853


$
9,124,167   18.
    Related
    Party Transactions      December 31,2009


2008Accounts payable and accrued expenses

$
22,521


$
33,872Debt

$
246,494


$
178,748   Year Ended December 31,2009


2008(1)


2007Revenue

$
2,230


$



$
Cost of goods and services and network costs (inclusive of
    capitalized costs) (COGS)

$
75,283


$
118,331


$
41,554Selling, general and administrative (SG&A)

$
10,773


$
95,840


$
75,554Interest costs (inclusive of capitalized interest)

$
23,883


$
1,353


$
Total contributions and advances from Sprint

$



$
451,925


$
1,287,251     (1)
    
    The amounts presented for 2008 reflect the correction of a
    classification error between COGS and SG&A in the amount of
    $77.4 million that had been previously presented in
    SG&A and has been reclassified to COGS to correct the
    presentation.  Rollover Notes
  Sprint Pre-Closing Financing Amount and Amended Credit
    Agreement
 117




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Sprint
  Relationships among Certain Stockholders, Directors, and
    Officers of Clearwire
      and/or
      Davis Wright Tremaine LLP
  Master Site Agreement 
 118




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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
 119




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Google Products and Services Agreement 
  Google Spectrum Agreement 
  19.
    Quarterly
    Financial Information (unaudited)    First


Second


Third


Fourth


Total2009 quarter:Total revenues

$
62,137


$
63,594


$
68,812


$
79,915


$
274,458Operating loss

$
(232,949
)

$
(241,404
)

$
(291,326
)

$
(417,664
)

$
(1,183,343
)Net loss

$
(260,492
)

$
(264,044
)

$
(305,389
)

$
(423,921
)

$
(1,253,846
)Net loss attributable to Clearwire Corporation

$
(71,055
)

$
(73,374
)

$
(82,427
)

$
(98,726
)

$
(325,582
)Net loss to Clearwire Corporation per Class A Common Share:Basic

$
(0.37
)

$
(0.38
)

$
(0.42
)

$
(0.55
)

$
(1.72
)Diluted

$
(0.38
)

$
(0.38
)

$
(0.43
)

$
(0.55
)

$
(1.74
)2008 quarter:Total revenues

$



$



$



$
20,489


$
20,489Operating loss(1)

$
(95,101
)

$
(73,679
)

$
(90,864
)

$
(233,434
)

$
(493,078
)Net loss

$
(97,437
)

$
(79,566
)

$
(137,603
)

$
(277,741
)

$
(592,347
)Net loss attributable to Clearwire Corporation(2)


N/A



N/A



N/A


$
(118,020
)

$
(432,626
)Net loss to Clearwire Corporation per Class A Common Share:Basic













$
(0.16
)

$
(0.16
)Diluted













$
(0.28
)

$
(0.28
)  120




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Fourth quarter operating loss includes a non-recurring charge of
    approximately $80.6 million related to the settlement of
    spectrum lease contracts.(2)
    
    Clearwire Corporation was formed on November 28, 2008;
    therefore net loss attributable to Clearwire Corporation was not
    applicable for the first three quarters of 2008.  20.
    Parent
    Company Only Condensed Financial Statements  Rule 4-08(e)(3) Regulation S-X)
   121




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##### Table of Contents



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


December 31,2009


2008(In thousands)ASSETSOther assets

$
4,577


$
Investments in equity method investees


1,597,585



2,066,338Total assets

$
1,602,162


$
2,066,338LIABILITIES AND STOCKHOLDERS EQUITYOther liabilities

$
11,183


$
312Stockholders equity


1,590,979



2,066,026Total liabilities and stockholders equity

$
1,602,162


$
2,066,338  122




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##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CLEARWIRE
    CORPORATION
  CONDENSED
    STATEMENTS OF OPERATIONS
  Period FromNovember 29,Year Ended


2008 toDecember 31,


December 31,2009


2008(In thousands)Revenues

$



$
Operating expenses


6,390



312Operating loss


(6,390
)


(312
)Other income (expense):Other income


7



Loss from equity investees


(319,199
)


(29,621
)Total other expense, net


(319,192
)


(29,621
)Net loss

$
(325,582
)

$
(29,933
)  123




---



##### Table of Contents



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CLEARWIRE
    CORPORATION
  CONDENSED
    STATEMENTS OF CASH FLOWS
  Period FromNovember 29,Year Ended


2008December 31,


to December 31,2009


2008(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(325,582
)

$
(29,933
)Adjustments to reconcile net loss to net cash used in operating
    activities:Loss from equity investees


319,199



29,621Changes in assets and liabilities, net:Prepaids and other assets


(3,980
)


150Other liabilities


543



162Net cash used in operating activities


(9,820
)


CASH FLOWS FROM INVESTING ACTIVITIES:Investment in equity investees


(12,196
)


(500,000
)CASH FLOWS FROM FINANCING ACTIVITIES:Net advances from Clearwire Communications


9,820



Proceeds from issuance of common stock


12,196



500,000Net cash provided by financing activities


22,016



500,000Net increase in cash and cash equivalents






Cash and cash equivalents:Beginning of period






End of period

$



$
  124




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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)
  Managements
    Report on Internal Control over Financial
    Reporting
  Rule 13a-15(e)
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and disposition
    of our assets; 125




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##### Table of Contents




    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures are being made only in accordance
    with authorization of our management and directors; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of our
    assets that could have a material effect on the financial
    statements.          Form 10-K,
  Form 10-K.
  Changes
    in Internal Control over Financial Reporting
   126




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##### Table of Contents



ITEM 9B.
    Other
    Information    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.
 127




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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)
    Director

February 24, 2010/s/  Erik
    E. PruschErik
    E. Prusch

Chief Financial Officer
    (Principal Financial Officer)

February 24, 2010/s/  Craig
    O. McCawCraig
    O. McCaw

Director

February 24, 2010/s/  Peter
    L. S. CurriePeter
    L. S. Currie

Director

February 24, 2010/s/  Jose
    A. CollazoJose
    A. Collazo

Director

February 24, 2010/s/  Keith
    O. CowanKeith
    O. Cowan

Director

February 24, 2010/s/  Steve
    L. ElfmanSteve
    L. Elfman

Director

February 24, 2010/s/  Dennis
    S. HerschDennis
    S. Hersch

Director

February 24, 2010/s/  Daniel
    R. HesseDaniel
    R. Hesse

Director

February 24, 2010/s/  Frank
    IannaFrank
    Ianna

Director

February 24, 2010Sean
    Maloney

Director/s/  Theodore
    H. SchellTheodore
    H. Schell

Director

February 24, 2010/s/  John
    W. StantonJohn
    W. Stanton

Director

February 24, 2010/s/  Brian
    P. McAndrewsBrian
    P. McAndrews

Director

February 24, 2010  128




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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

Certificate of Amendment of Certificate of Incorporation of
    Clearwire Corporation (Incorporated herein by reference to
    Exhibit 3.1 to Clearwire Corporations Form 8-K filed
    November 10, 2009).3.3

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
    Stock (Incorporated herein by reference to Exhibit 4.2 to
    Clearwire Corporations
    Form 10-K
    originally filed March 26, 2009).4.3

Registration Rights Agreement dated August 5, 2005, among
    Clearwire Corporation and certain buyers of the Senior Secured
    Notes (Incorporated herein by reference to Exhibit 4.4 to
    Clearwire Corporations Registration Statement on
    Form S-1
    filed March 27, 2009).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).4.6

Indenture dated as of November 24, 2009 by and among Clearwire
    Communications LLC and Clearwire Finance, Inc., as Issuers, the
    subsidiaries of Clearwire Communications named therein, and
    Wilmington Trust FSB as Trustee and Collateral Agent
    (Incorporated herein by reference to Exhibit 4.1 to Clearwire
    Corporations Form 8-K filed December 1, 2009).4.7

Form of 12% Senior Secured Note due 2015 (Incorporated
    herein by reference to Exhibit A of Exhibit 4.1 to Clearwire
    Corporations Form 8-K filed December 1, 2009).4.8

Collateral Agreement dated as of November 24, 2009 by and among
    Clearwire Communications LLC, Clearwire Finance, Inc., the
    subsidiaries of Clearwire Communications named therein, and
    Wilmington Trust FSB as Collateral Agent (Incorporated herein by
    reference to Exhibit 4.3 to Clearwire Corporations Form
    8-K filed December 1, 2009).4.9

Indenture dated as of December 9, 2009 by and among Clearwire
    Escrow Corporation as Issuer and Wilmington Trust FSB as Trustee
    and Collateral Agent (Incorporated herein by reference to
    Exhibit 4.1 to Clearwire Corporations Form 8-K filed
    December 15, 2009).4.10

Assumption Supplemental Indenture dated as of December 21, 2009
    by and among Clearwire Communications LLC and Clearwire Finance,
    Inc. as Assuming Issuers, the subsidiaries of Clearwire
    Communications named therein, Clearwire Escrow Corporation as
    the Escrow Issuer and Wilmington Trust FSB as the Trustee and
    Collateral Agent (Incorporated herein by reference to Exhibit
    4.1 to Clearwire Corporations Form 8-K filed December 21,
    2009). 129




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4.11

Form of Subscription Rights Certificate (Incorporated herein by
    reference to Exhibit 4.2 to Clearwire Corporations
    Registration Statement on Form S-3 filed December 21, 2009).4.12

Subscription Agent Agreement dated December 16, 2009 between
    Clearwire Corporaton and American Stock Transfer & Trust
    Company, LLC (Incorporated herein by reference to Exhibit 4.4 to
    Clearwire Corporations Registration Statement on Form S-3
    filed December 21, 2009)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).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, Inc. 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, Inc. 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, Inc. 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). 130




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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 (Incorporated herein by reference
    to Exhibit 10.19 to Clearwire Corporations
    Form 10-K
    originally filed March 26, 2009).10.20

Form of Restricted Stock Unit Award Agreement (Incorporated
    herein by reference to Exhibit 10.20 to Clearwire
    Corporations
    Form 10-K
    originally filed March 26, 2009).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 (Incorporated herein by reference to Exhibit 10.24 to
    Clearwire Corporations
    Form 10-K/A
    originally filed April 13, 2009).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
    (Incorporated herein by reference to Exhibit 10.26 to
    Clearwire Corporations
    Form 10-K
    originally filed March 26, 2009).10.27**

Market Development Agreement dated November 28, 2008,
    between Clearwire Communications LLC and Intel Corporation
    (Incorporated herein by reference to Exhibit 10.27 to
    Clearwire Corporations
    Form 10-K
    originally filed March 26, 2009). 131




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10.28**

Google Products and Services Agreement dated November 28,
    2008, between Google Inc. and Clearwire Communications LLC
    (Incorporated herein by reference to Exhibit 10.28 to
    Clearwire Corporations
    Form 10-K/A
    originally filed April 13, 2009).10.29**

Spectrum Agreement dated November 28, 2008, between Google
    Inc. and Clearwire Communications LLC (Incorporated herein by
    reference to Exhibit 10.29 to Clearwire Corporations
    Form 10-K/A
    originally filed April 13, 2009).10.30**

Master Site Agreement dated November 28, 2008, between
    Clearwire Communications LLC and Sprint Nextel Spectrum LP
    (Incorporated herein by reference to Exhibit 10.30 to
    Clearwire Corporations
    Form 10-K
    originally filed March 26, 2009).10.31**

Master Agreement for Network Services dated November 28,
    2008, between Clearwire Communications LLC and Sprint Solutions,
    Inc. (Incorporated herein by reference to Exhibit 10.31 to
    Clearwire Corporations
    Form 10-K
    originally filed March 26, 2009).10.32**

Authorized Sales Representative Agreement dated
    November 28, 2008, between Clearwire Communications LLC and
    Sprint Solutions, Inc (Incorporated herein by reference to
    Exhibit 10.32 to Clearwire Corporations
    Form 10-K
    originally filed March 26, 2009).10.33**

National Retailer Agreement dated November 28, 2008,
    between Sprint Solutions, Inc. and Clearwire Communications LLC
    (Incorporated herein by reference to Exhibit 10.33 to
    Clearwire Corporations
    Form 10-K
    originally filed March 26, 2009).10.34**

IT Master Services Agreement dated November 28, 2008,
    between Clearwire Communications LLC and Sprint Solutions, Inc
    (Incorporated herein by reference to Exhibit 10.34 to
    Clearwire Corporations
    Form 10-K
    originally filed March 26, 2009).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 (Incorporated herein by
    reference to Exhibit 10.39 to Clearwire Corporations
    Form 10-K
    originally filed March 26, 2009).10.40

Offer Letter Agreement dated March 9, 2009 between
    Clearwire Corporation and Benjamin G. Wolff (Incorporated herein
    by reference to Exhibit 10.40 to Clearwire
    Corporations
    Form 10-K
    originally filed March 26, 2009).10.41

Offer Letter Agreement dated March 9, 2009 between
    Clearwire Corporation and William T. Morrow (Incorporated herein
    by reference to Exhibit 10.41 to Clearwire
    Corporations
    Form 10-K
    originally filed March 26, 2009).10.42

Offer Letter Agreement dated August 24, 2009 between Clearwire
    Corporation and Erik E. Prusch (Incorporated herein by reference
    to Exhibit 10.1 to Clearwire Corporations Form 8-K filed
    on September 3, 2009).10.43

Investment Agreement dated November 9, 2009 among Clearwire
    Corporation, Clearwire Communications LLC, Sprint Nextel
    Corporation, Comcast Corporation, Time Warner Cable, Inc.,
    Bright House Networks, LLC, Eagle River Holdings, LLC and Intel
    Corporation (Incorporated herein by reference to Exhibit 10.1 to
    Clearwire Corporations Form 8-K filed November 10, 2009).10.44**

Customer Care and Billing Services Agreement dated March 31,
    2009 between Clearwire US LLC and Amdocs Software Systems
    Limited (Incorporated herein by reference to Exhibit 10.42 to
    Clearwire Corporations Registration Statement on Form
    S-1/A filed May 19, 2009).21.1

List of subsidiaries. 132




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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

Consolidated Balance Sheets of Clearwire Corporation and
    Subsidiaries as of December 31, 2007 and 2006, and the
    related Consolidated Statements of Operations,
    Stockholders Equity, and Cash Flows for each of the three
    years in the period ended December 31, 2007.     *
    
    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. 133