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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K/A
  (Amendment No. 1)
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008ORo

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

56-2408571(State Of
    Incorporation)

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

Accelerated
    filer oNon-accelerated
    filer þ

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




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EXPLANATORY NOTE




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PART IVItem 15.


Exhibits and Financial Statement Schedules


1Signatures.


2EX-10.24EX-10.28EX-10.29EX-31.1EX-31.2




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PART IV  ITEM 15.
    Exhibits
    and Financial Statement Schedules    Form 10-K.
    Form 10-K.
 1




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SIGNATURES      William
    T. Morrow
   Chief Executive Officer
  2




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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

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
    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 4.5 to
    Clearwire Corporations Registration Statement on Form S-1
    filed December 19, 2006).4.4

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

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

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

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

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

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

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

Letter Agreement dated April 27, 2004, between Clearwire
    Corporation and R. Gerard Salemme (Incorporated herein by
    reference to Exhibit 10.6 to Clearwire Corporations
    Registration Statement on Form S-1 filed December 19, 2006). 3




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10.5

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Form of Stock Option Agreement (Incorporated herein by reference to Exhibit 10.19 to
    Clearwire Corporations Form 10-K
    filed March 26, 2009). 4




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10.20

Form of Restricted Stock Unit Award Agreement (Incorporated herein by reference to Exhibit 10.20 to
    Clearwire Corporations Form 10-K
    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.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
    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
    filed March 26, 2009).10.28***

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

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

Master Site Agreement dated November 28, 2008, between Clearwire
    Communications LLC and Sprint Nextel Spectrum LP
(Incorporated herein by reference to Exhibit 10.30 to
    Clearwire Corporations Form 10-K
    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
    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
    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
    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
    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
    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
    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
    filed March 26, 2009). 5




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21.1

List of subsidiaries (Incorporated herein by reference to Exhibit 21.1 to
    Clearwire Corporations Form 10-K
    filed March 26, 2009).23.1

Consent of Deloitte & Touche LLP (Incorporated herein by reference to Exhibit 23.1 to
    Clearwire Corporations Form 10-K
    filed March 26, 2009).23.2

Consent of KPMG LLP (Incorporated herein by reference to Exhibit 23.2 to
    Clearwire Corporations Form 10-K
    filed March 26, 2009).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 (Incorporated herein by
reference to Exhibit 32.1 to Clearwire Corporations Form 10-K
filed March 26, 2009).32.2

Certification of Chief Financial Officer required by Section 906
    of the Sarbanes Oxley Act of 2002 (Incorporated herein by
reference to Exhibit 32.2 to Clearwire Corporations Form 10-K
filed March 26, 2009).99.1

2007 Clearwire Corporation financial statements and footnotes (Incorporated herein by reference to Exhibit 99.1 to
    Clearwire Corporations Form 10-K
    filed March 26, 2009).     *
    
    Flux United States Corporation changed its name to Clearwire
    Corporation effective February 24, 2004, and as a result
    all references to Flux United States Corporation in this index
    are now to Clearwire Corporation.**
    
    The Securities and Exchange Commission has granted confidential
    treatment of certain provisions of these exhibits. Omitted
    material for which confidential treatment has been granted has
    been filed separately with the Securities and Exchange
    Commission.***
    
    Application has been made to the Securities and Exchange
    Commission for confidential treatment of certain provisions of
    these exhibits. Omitted material for which confidential
    treatment has been requested has been filed separately with the
    Securities and Exchange Commission. 6