Exhibit 99.1
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Report of Independent Registered Public
    Accounting Firm


2Consolidated Balance Sheets at December 31,
    2007 and 2006


3Consolidated Statements of Operations for the
    years ended December 31, 2007, 2006 and 2005


4Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2007, 2006 and
    2005


5Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005


6Notes to Consolidated Financial Statements


7  1




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Share-Based Payment
    
     2




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES



CONSOLIDATED
    BALANCE SHEETS  December 31,


December 31,2007


2006(In thousands, except share and per share data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
876,752


$
438,030Short-term investments


67,012



663,644Restricted cash


1,077



10,727Restricted investments






69,401Accounts receivable, net of allowance of $787 and $753


3,677



2,774Notes receivable short-term, related party


2,134



4,409Inventory


2,312



1,398Prepaids and other assets


36,748



19,219Total current assets


989,712



1,209,602Property, plant and equipment, net


572,329



302,798Restricted cash


11,603



117Restricted investments






16,269Long-term investments


88,632



Notes receivable long-term, related party


4,700



Prepaid spectrum license fees


457,741



241,151Spectrum licenses and other intangible assets, net


480,003



222,980Goodwill


35,666



30,908Investments in equity investees


14,602



14,983Other assets


30,981



29,565TOTAL ASSETS

$
2,685,969


$
2,068,373LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable and accrued expenses

$
102,447


$
108,216(includes related party balances of $4,521 and $6,799)Deferred rent


24,805



6,986Deferred revenue


10,010



5,599Due to affiliate


2



532Current portion of long-term debt


22,500



1,250Total current liabilities


159,764



122,583Long-term debt, net of discount of $0 and $110,007


1,234,375



644,438Other long-term liabilities


114,492



42,385Total liabilities


1,508,631



809,406MINORITY INTEREST


13,506



1,358COMMITMENTS AND CONTINGENCIES (NOTE 11)STOCKHOLDERS EQUITYPreferred stock, par value $0.0001, 5,000,000 shares
    authorized; no shares issued or outstandingCommon stock, par value $0.0001, and additional paid-in capital,
    350,000,000 shares authorized; Class A, 135,567,269
    and 109,325,236 shares issued and outstanding


2,098,155



1,474,759Class B, 28,596,685 shares issued and outstanding


234,376



234,376Common stock and warrants payable






166Deferred compensation






(116
)Accumulated other comprehensive income


17,333



6,990Accumulated deficit


(1,186,032
)


(458,566
)Total stockholders equity


1,163,832



1,257,609TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
2,685,969


$
2,068,373    3




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF OPERATIONS  Year Ended December 31,2007


2006


2005(In thousands, except per share data)REVENUES:Service

$
151,440


$
67,598


$
8,451Equipment and other (includes related party sales of $0, $15,546
    and $9,728)






32,583



25,003Total revenues


151,440



100,181



33,454OPERATING EXPENSES:Cost of goods and services (exclusive of a portion of
    depreciation and amortization shown below):Cost of service (includes related party costs of $2,877, $606
    
    and $0)


107,281



50,438



13,086Cost of equipment (includes related party costs of $0, $8,914
    
    and $1,853)






19,674



10,483Selling, general and administrative expense


360,666



214,669



106,211Research and development


1,397



8,890



9,639Depreciation and amortization


84,694



40,902



11,913Spectrum lease expense


96,417



23,516



9,356Gain on sale of NextNet






(19,793
)


Total operating expenses


650,455



338,296



160,688OPERATING LOSS


(499,015
)


(238,115
)


(127,234
)OTHER INCOME (EXPENSE):Interest income


65,736



30,429



6,605Interest expense


(96,279
)


(72,280
)


(14,623
)Foreign currency gains, net


363



235



20Loss on extinguishment of debt


(159,193
)






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


(35,020
)






Other income, net


1,801



2,150



300Total other expense, net


(222,592
)


(39,466
)


(7,698
)LOSS BEFORE INCOME TAXES, MINORITY INTEREST AND LOSSES FROM
    EQUITY INVESTEES


(721,607
)


(277,581
)


(134,932
)Income tax provision


(5,427
)


(2,981
)


(1,459
)LOSS BEFORE MINORITY INTEREST AND LOSSES FROM EQUITY INVESTEES


(727,034
)


(280,562
)


(136,391
)Minority interest in net loss of consolidated subsidiaries


4,244



1,503



387Losses from equity investees


(4,676
)


(5,144
)


(3,946
)NET LOSS

$
(727,466
)

$
(284,203
)

$
(139,950
)Net loss per common share, basic and diluted

$
(4.58
)

$
(2.93
)

$
(1.97
)Weighted average common shares outstanding, basic and diluted


158,737



97,085



71,075    4




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY  Class ACommon


Class BStock,


CommonWarrants and


Stock and








AccumulatedAdditional


Additional


Common





Other








TotalPaid


Paid


Stock and





Comprehensive





Total


ComprehensiveIn Capital


In Capital


Warrants


Deferred


Income


Accumulated


Stockholders


IncomeShares


Amounts


Shares


Amounts


Payable


Compensation


(Loss)


Deficit


Equity


(Loss)(In thousands)Balances at January 1, 2005


43,053


$
218,411



18,691


$
56,073


$
3,354


$
(2,320
)

$
265


$
(34,413
)

$
241,370


$
(32,777
)Net loss






























(139,950
)


(139,950
)


(139,950
)Foreign currency translation adjustment


























(636
)






(636
)


(636
)Unrealized loss on short-term investments


























(111
)






(111
)


(111
)Common stock issued, net of costs


13,133



157,600











78















157,678Warrants issued






59,563











2,541















62,104Common stock and warrants payable


















(4,305
)














(4,305
)Deferred stock-based compensation






881















(881
)










Amortization of deferred stock-based compensation






















2,542











2,542Balances at December 31, 2005


56,186



436,455



18,691



56,073



1,668



(659
)


(482
)


(174,363
)


318,692



(140,697
)Net loss






























(284,203
)


(284,203
)


(284,203
)Foreign currency translation adjustment


























7,522







7,522



7,522Unrealized loss on short-term investments


























(50
)






(50
)


(50
)Common stock issued, net of costs


53,056



946,766



9,906



178,303



















1,125,069Warrants issued






77,261











(1,851
)














75,410Common stock and warrants payable


















349















349Deferred stock-based compensation






















543











543Stock-based compensation


83



14,277



























14,277Balances at December 31, 2006


109,325



1,474,759



28,597



234,376



166



(116
)


6,990



(458,566
)


1,257,609



(276,731
)Net loss






























(727,466
)


(727,466
)


(727,466
)Foreign currency translation adjustment


























17,561







17,561



17,561Unrealized loss on investments


























(42,238
)






(42,238
)


(42,238
)Reclassification adjustment for other-than- temporary impairment
    loss and realized loss on investments


























35,020







35,020



35,020Common stock issued from IPO, net


24,000



556,005



























556,005Common stock issued for spectrum


233



4,200



























4,200Warrants issued






17,194











(166
)














17,028Options and warrants exercised


1,937



4,849



























4,849Cashless option exercises and other stock transactions


39



(618
)


























(618
)Deferred stock-based compensation






















116











116Restricted stock compensation


33



286



























286Share-based compensation






41,480



























41,480Balances at December 31, 2007


135,567


$
2,098,155



28,597


$
234,376


$



$



$
17,333


$
(1,186,032
)

$
1,163,832


$
(717,123
)    5




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year Ended December 31,2007


2006


2005(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(727,466
)

$
(284,203
)

$
(139,950
)Adjustments to reconcile net loss to net cash used in operating
    activities:Provision for uncollectible accounts


4,915



885



368Depreciation and amortization


84,694



40,902



11,913Amortization of prepaid license fees


37,884



6,273



2,914Amortization of deferred financing costs and accretion of debt
    discount


20,707



19,754



5,279Deferred income taxes


5,412



2,960



1,459Share-based compensation


42,771



14,246



2,542Minority interest


(4,244
)


(1,503
)


(387
)Losses from equity investees, net


4,676



5,144



3,946Loss on extinguishment of debt


159,193







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


35,020







Loss (gain) on other asset disposals


850



(1,915
)


841Gain on sale of equity investment


(2,213
)






Gain on sale of business, net of cash






(19,793
)


Changes in assets and liabilities, net of effects from
    acquisitions:Prepaid spectrum license fees


(235,479
)


(64,638
)


(25,040
)Inventory


(914
)


(1,913
)


6,005Accounts receivable


(5,387
)


(686
)


(4,306
)Prepaids and other assets


(17,841
)


(10,687
)


(4,445
)Accounts payable


11,198



389



14,027Accrued expenses and other liabilities


64,619



61,447



35,309Due to affiliate


(530
)


184



(7,130
)Net cash used in operating activities


(522,135
)


(233,154
)


(96,655
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property, plant and equipment


(361,861
)


(191,747
)


(132,724
)Payments for acquisitions of spectrum licenses and other


(222,920
)


(67,665
)


(24,279
)Purchases of available-for-sale investments


(1,294,484
)


(1,143,079
)


(368,160
)Sales or maturities of available-for-sale investments


1,760,246



575,845



350,429Investments in equity investees


(5,293
)


(2,161
)


(13,737
)Issuance of notes receivable, related party


(2,000
)


(4,105
)


Restricted cash


(1,836
)


(1,830
)


(3,704
)Restricted investments


85,670



(30,324
)


(55,346
)Business acquisitions, net of cash acquired


(7,066
)


(49,576
)


(27,779
)Proceeds from sale of business, net of cash






47,085



Proceeds from sale of equity investment and other assets


3,250







Net cash used in investing activities


(46,294
)


(867,557
)


(275,300
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock for IPO and other, net


556,005



1,030,683



139,609Proceeds from issuance of common stock for option and warrant
    exercises


4,849







Proceeds from issuance of debt


1,250,000



495,350



260,346Financing fees


(69,462
)


(21,820
)


(10,774
)Principal payments on long-term debt


(748,821
)






Contributions from minority interests


15,000







Net cash provided by financing activities


1,007,571



1,504,213



389,181Effect of foreign currency exchange rates on cash and cash
    equivalents


(420
)


5,340



(636
)Net increase in cash and cash equivalents


438,722



408,842



16,590CASH AND CASH EQUIVALENTS:Beginning of period


438,030



29,188



12,598End of period

$
876,752


$
438,030


$
29,188SUPPLEMENTAL CASH FLOW DISCLOSURES:Common stock and warrants issued for spectrum licenses

$
21,379


$
63,891


$
22,137Common stock and warrants issued for business acquisitions


15



32,013



428Cash paid for taxes


15



21



Cash paid for interest


119,793



53,541



Notes receivable exchanged for spectrum licenses










10,000Fixed asset purchases in accounts payable


17,449



3,327



11,044Non-cash dividends to related party


1,465



2,384



34    6




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    Description
    of Business  The
    Business
      Business
    Segments
  Disclosures about Segments of an Enterprise and Related
    Information
  2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
    Principles of Consolidation
 7




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Use of Estimates
    Cash and Cash Equivalents
  Restricted Cash
  Investments Accounting for Certain Investments in Debt and Equity
    Securities Accounting for Non-current Marketable Equity
    Securities
     8




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted Investments
  Fair Value of Financial Instruments
  Accounts Receivable
  Inventory first-in,
  Property, Plant and Equipment
 9




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Internally Developed Software No. 98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use.
  Intangible Assets Goodwill and Other
    Intangible Assets
  Goodwill
  Long-Lived Assets
  Deferred Financing Costs
 10




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Interest Capitalization Capitalization of
    Interest Cost
  Comprehensive Loss
  Income Taxes Accounting for Income Taxes
  Revenue Recognition
  Revenue Recognition No. 00-21, Accounting for Revenue Arrangements with Multiple
    Deliverables. No. 00-21 and/or
     11




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 97-2, Software Revenue Recognition
  when-and-if
  Product Warranty
  Balance  January 1, 2006

$
234Provision


1,636Costs incurred


(522
)Liability transferred upon sale of NextNet


(338
)Balance  December 31, 2006


1,010Provision


Costs incurred


(408
)Write-off of remaining liability transferred upon sale of NextNet


(602
)Balance  December 31, 2007

$
   Advertising Costs
  Research and Development
  Net Loss per Share Earnings Per Share
  Accounting Change:  Share-Based
    Compensation , Share-Based
    Payment
 12




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for
    Stock-Based Compensation
  Accounting for Stock Issued to Employees
    Operating Leases Accounting for
    Leases Bulletin 85-3, Accounting for Operating Leases with Scheduled Rent Increases
    (as amended).
  Foreign Currency
  Concentration of Risk
   13




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recent
    Accounting Pronouncements
  SFAS No. 141(R) Business Combinations
  SFAS No. 160 Noncontrolling Interests
    in Consolidated Financial Statements . Consolidated Financial Statements,
  SFAS No. 159  The Fair Value
    Option for Financial Assets and Financial Liabilities
  SFAS No. 157 Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157,
 14




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Significant
    Transactions  Acquisitions
      Business Combinations
    Year Ended December 31,2007


2006Purchase ConsiderationCash paid, net of cash acquired

$
6,888


$
49,056Common stock and warrants issued and payable






32,013Purchase price payable


500



Transaction-related costs


178



520$
7,566


$
81,589Purchase Price AllocationCurrent and noncurrent assets

$
323


$
6,078Prepaid spectrum license fees






19,288Spectrum and intangible assets


8,300



47,395Goodwill


1,158



20,723Current and other long-term liabilities


(2,215
)


(11,895
)Net assets acquired

$
7,566


$
81,589   Dispositions
  NextNet
 15




---



##### 



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

$
8,895Property, plant and equipment


4,620Other current and long-term assets


8,387Intangible assets


5,211Goodwill


9,352Total assets


36,465Current liabilities


9,888Other long-term liabilities


490Total liabilities


10,378Net assets disposed

$
26,087     Accounting for the Impairment or Disposal of Long-Lived
    Assets No. 03-13, Applying the Conditions in Paragraph 42 of
    SFAS No. 144 in Determining whether to report
    Discontinued Operations
  Financing
   16




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Other
    Agreements
  BellSouth  No. 98-3, Determining Whether a Nonmonetary Transaction Involves
    Receipt of Productive Assets or of a Business
 17




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Subscription Agreement
  Common Stock Purchase Agreement
    Preemptive Rights Exercises
  Agreements with Bell Canada
   18




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      4.
    Investments
    in Equity Investees    December 31,2007

2006

2005Danske Telecom A/S (Danske)


38.2
%


38.2
%


38.2
%MVS Net S.A. de C.V. (MVS Net)


29.2
%


26.7
%


26.7
%   Denmark
  Mexico
 19




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Investments    December 31, 2007


December 31, 2006Gross Unrealized


Gross UnrealizedCost


Gains


Losses


Fair Value


Cost


Gains


Losses


Fair ValueShort-termCommercial paper

$
7,500


$



$



$
7,500


$
90,232


$



$



$
90,232Corporate bonds


7,970



15







7,985



226,316



15



(85
)


226,246US Government and Agency Issues


51,544



3



(20
)


51,527



64,270



21



(26
)


64,265Municipal bonds


















91,975











91,975Auction rate securities


















116,575











116,575Other securities


















74,351











74,351Total

$
67,014


$
18


$
(20
)

$
67,012


$
663,719


$
36


$
(111
)

$
663,644Long-termAuction rate securities


95,922







(7,290
)


88,632















Total

$
95,922


$



$
(7,290
)

$
88,632


$



$



$



$
   available-for-sale other-than-temporary.
  years-to-maturity,
  Cost


Fair ValueDue within one year

$
67,014


$
67,012Due ten years or greater


41,280



33,990No contractual maturites


54,642



54,642Total

$
162,936


$
155,644     Less Than


Greater Than12 Months


12 Months


TotalGross





Gross





GrossFair


Unrealized


Fair


Unrealized


Fair


UnrealizedValue


Losses


Value


Losses


Value


LossesUS Government and Agency Issues

$
49,328


$
(20
)

$



$



$
49,328


$
(20
)Auction rate securities


29,160



(7,290
)










29,160



(7,290
)$
78,488


$
(7,310
)

$



$



$
78,488


$
(7,310
)  20




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  other-than-temporary
  other-than-temporary
  sub-prime
   21




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        6.
    Property,
    Plant and Equipment    December 31,2007


2006Network and base station equipment

$
305,635


$
161,875Customer premise equipment


89,120



47,700Furniture, fixtures and equipment


55,548



20,546Leasehold improvements


13,488



8,340Construction in progress


233,120



112,669696,911



351,130Less: accumulated depreciation


(124,582
)


(48,332
)$
572,329


$
302,798      22




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Spectrum
    Licenses, Goodwill, and Other Intangible Assets    December 31, 2007


December 31, 2006Gross








GrossWeighted


Carrying


Accumulated


Net Carrying


Carrying


Accumulated


Net CarryingAverage Life


Value


Amortization


Value


Value


Amortization


ValueGoodwill


Indefinite


$
35,666


$



$
35,666


$
30,908


$



$
30,908Indefinite-lived intangibles:Spectrum licenses


Indefinite



397,972







397,972



157,260







157,260Trade names and trademarks


Indefinite



120







120



34







34Total indefinite-lived intangibles






398,092







398,092



157,294







157,294Definite-lived intangibles:Existing technology


5 years



3,713



(371
)


3,342











Customer relationships


5 years



5,169



(691
)


4,478



335



(74
)


261Patents and other


12 years



1,466



(396
)


1,070



1,427



(193
)


1,234Spectrum licenses


16 years



78,125



(5,194
)


72,931



65,814



(1,797
)


64,017Noncompete agreements


3 years



250



(160
)


90



250



(76
)


174Total definite-lived intangibles






88,723



(6,812
)


81,911



67,826



(2,140
)


65,686Total spectrum and intangibles





$
486,815


$
(6,812
)

$
480,003


$
225,120


$
(2,140
)

$
222,980     January 1, 2006

$
16,623Goodwill acquired during the period including effects of foreigncurrency translation of $2.9 million


23,637Goodwill related to business dispositions


(9,352
)December 31, 2006


30,908Goodwill acquired during the period including effects of foreigncurrency translation of $3.6 million


4,758December 31, 2007

$
35,666     2008

$
5,7212009


6,8462010


6,7572011


6,7092012


5,859Thereafter


50,019Total

$
81,911  23




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Purchased Spectrum Rights and other intangibles 
      Prepaid Spectrum License Fees -
       24




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Accounts
    Payable and Accrued Expenses    December 31,2007


2006Accounts payable

$
42,327


$
41,710Accrued interest


11,643



27,272Salaries and benefits


17,697



12,095Other


30,780



27,139$
102,447


$
108,216   9.
    Income
    Taxes    December 31,2007


2006Current deferred tax assets

$
6,981


$
4,233Noncurrent deferred tax assets:Net operating loss carryforward


430,345



184,771Other


21,535



5,012Total deferred tax assets


458,861



194,016Valuation allowance


(441,432
)


(170,797
)Net deferred tax assets


17,429



23,219Noncurrent deferred tax liabilities:Spectrum licenses


33,673



28,938Property, equipment and other long-term assets


25,791



7,150Bond issuance cost  warrant valuation


753



4,225Other intangibles






124Total deferred tax liabilities


60,217



40,437Net deferred tax liabilities

$
42,788


$
17,218      25




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Year Ended December 31,2007


2006


2005Current taxes:International

$
107


$
21


$
Federal










State


101







Total current taxes


208



21



Deferred taxes:International


(121
)






Federal


4,985



2,582



1,389State


355



378



70Total deferred taxes


5,219



2,960



1,459Income tax provision

$
5,427


$
2,981


$
1,459     Year Ended December 31,2007

2006

2005Federal statutory income tax rate


35.0
%


35.0
%


35.0
%State income taxes (net of federal benefit)


2.4



3.0



0.3Other, net


(1.2
)


(2.6
)


(2.6
)Valuation allowance


(36.9
)


(36.4
)


(33.8
)Effective income tax rate


(0.7
)%


(1.0
)%


(1.1
)%      26




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      10.
    Long-term
    debt  December 31,2007


2006(In thousands)11% Senior Secured Notes due in 2010, principal at
    maturity: $260.3 million

$



$
215,60111% Additional Senior Secured Notes due in 2010, principal at
    maturity: $360.4 million






295,087Secured $125.0 million loan from Morgan Stanley Senior
    Funding, Inc. due in August 2009, 1% of principal due annually;
    residual at maturity






125,000$1.25 billion Senior Term Loan facility, due in 2012, 1% of
    principal due annually; resididual at maturity


1,246,875



Secured $10.0 million loan from BCE Nexxia Corporation due
    in July 2008, principal at maturity: $10.0 million


10,000



10,0001,256,875



645,688Less: current portion


(22,500
)


(1,250
)Total long-term debt

$
1,234,375


$
644,438   Senior Term Loan facility
   27




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Term Loan
  BCE Nexxia Corporation Financing start-up
  11% Senior Secured Notes due 2010
 28




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Terms of the Warrants
  Form S-1
  Interest Expense, net
  Year Ended December 31,2007


2006


2005Interest expense

$
104,550


$
69,116


$
11,605Amortization of deferred financing costs


6,703



3,934



898Amortization of long-term debt discount


14,004



15,820



4,381Capitalized interest


(28,978
)


(16,590
)


(2,261
)$
96,279


$
72,280


$
14,623   11.
    Commitments
    and Contingencies   29




---



##### 



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


OperatingYears Ending December 31,

Spectrum


Lease


Total2008

$
39,226


$
87,320


$
126,5462009


39,253



87,030



126,2832010


39,915



86,868



126,7832011


40,045



85,363



125,4082012


45,068



84,896



129,964Thereafter, including all renewal periods


1,557,749



1,629,062



3,186,811$
1,761,256


$
2,060,539


$
3,821,795     15-30 years.
      Contingencies
    Indemnity Agreements
 30




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      12.
    Stockholders
    Equity          
    300,000,000 shares of Class A common stock, par value
    $0.0001 per share;
    50,000,000 shares of Class B common stock, par value
    $0.0001 per share; and
    5,000,000 shares of preferred stock, par value $0.0001 per
    share.    Class A common stock
  Class B common stock
  Preferred stock
  Ranking
  Common stock and warrants payable
 31




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    13.
    Share-Based
    Payments        Share-Based Payment
    Year Ended December 31,2007


2006


2005Cost of service

$
138


$
819


$
204Selling, general and administrative


42,633



13,427



2,338Total

$
42,771


$
14,246


$
2,542   Stock
    Options
   32




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 00-23, Issues Related to the Accounting for Stock Compensation Under
    APB No. 25, Accounting for Stock Issued to Employees, and
    FASB Interpretation No. 44, Accounting for Certain
    Transactions Involving Stock Compensation
      Weighted-Average


AggregateWeighted-


Remaining


IntrinsicAverage


Contractual


Value As ofNumber of


Exercise


Term


12/31/2007Options


Price


(Years)


(In millions)Options outstanding  January 1, 2005


6,906,406


$
4.59



9.6Granted


1,215,311



10.74Forfeited


(168,859
)


6.18Options outstanding  December 31, 2005


7,952,858



5.58



8.7Granted


3,942,304



16.95Forfeited


(568,048
)


10.84Exercised


(56,709
)


4.59Options outstanding  December 31, 2006


11,270,405



9.30



8.3Granted


7,014,662



23.72SARS converted to options


106,302



17.64Forfeited


(1,328,100
)


20.32Exercised


(720,315
)


6.55Options outstanding  December 31, 2007


16,342,954


$
14.83



7.8


$
55.2Exercisable outstanding  December 31, 2007


6,261,909


$
6.85



6.4


$
46.0Vested and expected to vest 
    December 31, 2007


14,656,393


$
14.15



7.6


$
54.5    33




---



##### 



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


Options ExercisableWeightedAverageContractual


Weighted





WeightedLife


Average





AverageNumber of


Remaining


Exercise


Number of


ExerciseExercise Prices

Options


(Years)


Price


Options


Price$2.25


312,498



5.9


$
2.25



312,498


$
2.25$3.00


1,865,112



4.9



3.00



1,760,359



3.00$6.00


4,019,909



6.8



6.00



3,006,050



6.00$12.00  $15.00


1,726,315



7.5



14.28



609,430



14.02$16.02


311,000



9.9



16.02







$18.00


2,237,341



8.4



18.00



568,616



18.00$20.16


122,000



9.8



20.16







$23.30


2,093,300



9.4



23.30







$23.52


808,164



9.3



24.24



4,956



24.00$25.00  $25.33


2,847,315



8.8



25.00







Total


16,342,954



7.8


$
14.83



6,261,909


$
6.85     Employee

Non-Employee2007

2006

2005Expected volatility

57.07% - 64.68%

66.15% - 78.62%

80.31%Expected dividend yield





Expected life (in years)

6.25

6.25

10Risk-free interest rate

4.26% - 5.00%

4.45% - 4.92%

4.20% - 4.23%Weighted average fair value per option at grant date

$14.59

$11.53

$15.36       Restricted
    Stock Awards
   34




---



##### 



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


Grant-DateShares


Fair ValueRestricted stock outstanding  January 1, 2005


333,333


$
6.00Granted






Forfeited






Restricted stock outstanding  December 31, 2005


333,333



6.00Granted


83,333



15.00Forfeited






Restricted stock outstanding  December 31, 2006


416,666



7.80Granted


33,333



25.00Forfeited






Restricted stock outstanding  December 31, 2007


449,999


$
9.07     Restricted
    Stock Units
      Weighted-AverageNumber of


Grant-DateShares


Fair ValueRestricted stock units outstanding  January 1,
    2007





$
Granted


400,000



23.30Forfeited


(5,000
)


Restricted stock units outstanding  December 31,
    2007


395,000


$
23.30     SAR
    Plan
   35




---



##### 



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


RemainingAverage


ContractualNumber of


Exercise


TermWarrants


Price


(Years)Warrants outstanding  January 1, 2005


1,099,508


$
7.80



8.9Granted


7,811,105



13.74Exercised






Warrants outstanding  December 31, 2005


8,910,613



13.02



5.0Granted


9,892,022



14.94Exercised






Warrants outstanding  December 31, 2006


18,802,635



14.02



4.2Granted


1,407,139



37.99Exercised


(1,882,887
)


7.59Cancelled


(520,667
)


15.00Warrants outstanding  December 31, 2007


17,806,220


$
16.57



3.65Exercisable outstanding  December 31, 2007


17,806,220


$
16.57



3.65  36




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2007

2006

2005Expected volatility

64.68% - 88.54%

73.76% - 88.54%

78.62% - 80.31%Expected dividend yield





Contractual life (in years)

5-10

5-10

6Risk-free interest rate

3.05% - 4.81%

3.05% - 5.16%

3.89% - 4.61%Weighted average fair value per warrant at issuance date

$12.07

$9.84

$12.27   14.
    Net Loss
    Per Share      Year Ended December 31,2007

2006

2005Stock options


14,249,467



11,270,405



7,952,858Nonvested restricted stock


62,877



83,333



166,666Restricted Stock Units


101,247







Warrants


18,064,035



18,802,635



8,910,61332,477,626



30,156,373



17,030,137   15.
    Comprehensive
    Loss        December 31,2007


2006Net unrealized loss on available-for-sale investments

$
(7,292
)

$
(74
)Cumulative foreign currency translation adjustment


24,625



7,064Total accumulated other comprehensive income

$
17,333


$
6,990  37




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Business
    Segments      Year Ended December 31,2007


2006


2005United StatesRevenues

$
122,906


$
83,401


$
32,025Cost of goods and services (exclusive of items shown separately
    below)


94,541



61,145



22,165Operating expenses


389,227



183,029



108,328Depreciation and amortization


69,095



35,083



10,641Total operating expenses


552,863



279,257



141,134Operating loss


(429,957
)


(195,856
)


(109,109
)InternationalRevenues


28,534



16,780



1,429Cost of goods and services (exclusive of items shown separately
    below)


12,740



8,967



1,404Operating expenses


69,253



44,253



16,878Depreciation and amortization


15,599



5,819



1,272Total operating expenses


97,592



59,039



19,554Operating loss


(69,058
)


(42,259
)


(18,125
)Total operating loss


(499,015
)


(238,115
)


(127,234
)Other income (expense)


(222,592
)


(39,466
)


(7,698
)Income tax provision


(5,427
)


(2,981
)


(1,459
)Minority interest in net loss of consolidated subsidiaries


4,244



1,503



387Losses from equity investees


(4,676
)


(5,144
)


(3,946
)Net loss

$
(727,466
)

$
(284,203
)

$
(139,950
)Capital expendituresUnited States

$
320,134


$
168,607


$
123,249International


41,727



23,140



9,475$
361,861


$
191,747


$
132,724   38




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31,2007


2006Long-lived assets(a)United States

$
1,350,418


$
661,444International


150,555



103,782$
1,500,973


$
765,226     (a)
    
    Consists of property, plant and equipment and prepaid spectrum
    and spectrum licenses attributable to the business segment.  17.
    Related
    Party Transactions    Relationships among Certain Stockholders, Directors, and
    Officers of Clearwire
      and/or
  Advisory Services Agreement
 39




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Nextel Undertaking 
  Intel Collaboration Agreement
    Motorola Agreements
  HITN and its Affiliates
 40




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Agreements with Bell Canada
  start-up
 41




---



##### 



CLEARWIRE
    CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    Quarterly
    Financial Information (unaudited)    First

Second

Third

Fourth

Year EndedQuarter

Quarter

Quarter

Quarter

December 31,2007Total revenues

$
29,275


$
35,484


$
41,297


$
45,384


$
151,440Gross profit(1)


12,540



12,171



12,029



7,419



44,159Operating loss


(86,189
)


(110,319
)


(142,526
)


(159,981
)


(499,015
)Net loss


(92,635
)


(118,085
)


(328,637
)


(188,109
)


(727,466
)Net loss per common share, basic and diluted

$
(0.64
)

$
(0.72
)

$
(2.01
)

$
(1.15
)

$
(4.58
)2006Total revenues

$
22,748


$
26,791


$
26,899


$
23,743


$
100,181Gross profit(1)


8,886



5,683



8,196



7,304



30,069Operating loss


(45,150
)


(61,336
)


(42,979
)


(88,650
)


(238,115
)Net loss


(55,279
)


(76,809
)


(59,763
)


(92,352
)


(284,203
)Net loss per common share, basic and diluted

$
(0.73
)

$
(1.01
)

$
(0.61
)

$
(0.67
)

$
(2.93
)     (1)
    
    Gross profit excludes a portion of depreciation and amortization
    included in operating loss.  19.
    Subsequent
    Events  Interest
    Rate Swaps
  Accounting for
    Derivative Instruments and Hedging Activities,
  Reverse
    Acquisition
   42