Exhibit 99.2

Clearwire Corporation
2008 Unaudited Quarterly Pro Forma
Financial Information

CLEARWIRE CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)

										9 months ended
		3 months ended				6 months ended				September 30,				12 months ended
		March 31, 2008				June 30, 2008				2008				December 31, 2008
REVENUES		$	51,528			$	110,091			$	170,930			$	230,646
OPERATING EXPENSES:
Cost of goods and services and network costs			65,035				132,805				208,351				285,759
Selling, general and administrative expense			139,801				261,854				374,688				484,421
Depreciation and amortization			26,611				54,732				86,932				128,602
Spectrum lease expense			65,518				114,538				174,092				250,184
Total operating expenses			296,965				563,929				844,063				1,148,966
OPERATING LOSS			(245,437	)			(453,838	)			(673,133	)			(918,320	)
OTHER INCOME (EXPENSE):
Interest income			8,754				12,583				16,051				18,569
Interest expense			(47,427	)			(95,170	)			(143,683	)			(192,588	)
Other-than-temporary impairment loss and realized loss on investments			(4,849	)			(32,767	)			(42,120	)			(78,447	)
Other income (expense), net			73				(1,424	)			(2,099	)			(10,968	)
Total other income (expense), net			(43,449	)			(116,778	)			(171,851	)			(263,434	)
INCOME (LOSS) BEFORE INCOME TAXES			(288,886	)			(570,616	)			(844,984	)			(1,181,754	)
Income tax provision			—				—				—				—
NET LOSS			(288,886	)			(570,616	)			(844,984	)			(1,181,754	)
Less: non-controlling interests in net loss of consolidated subsidiaries			212,447				419,533				621,190				867,608
NET LOSS ATTRIBUTABLE TO CLEARWIRE		$	(76,439	)		$	(151,083	)		$	(223,794	)		$	(314,146	)
Net loss attributable to Clearwire Corporation per Class A Common Share:
Basic		$	(0.39	)		$	(0.78	)		$	(1.15	)		$	(1.62	)
Diluted		$	(0.41	)		$	(0.81	)		$	(1.26	)		$	(1.73	)
Weighted average Class A Common Shares outstanding:
Basic			194,484				194,484				194,484				194,484
Diluted			723,307				723,307				723,307				723,307

Clearwire Corporation
Summary of Pro Forma Financial Data — YTD
(In thousands)
(Unaudited)

										Nine months ended
		3 months ended				6 months ended				September 30,				Twelve months ended
		March 31, 2008				June 30, 2008				2008				December 31, 2008
		Pro Forma				Pro Forma				Pro Forma				Pro Forma
REVENUES		$	51,528			$	110,091			$	170,930			$	230,646
OPERATING EXPENSES:
Cost of goods and services and network costs (exclusive of items shown separately below)			65,035				132,805				208,351				285,759
Selling, general and administrative expense			139,801				261,854				374,688				484,421
Depreciation and amortization			26,611				54,732				86,932				128,602
Spectrum lease expense			65,518				114,538				174,092				250,184
Total operating expenses			296,965				563,929				844,063				1,148,966
OPERATING LOSS			(245,437	)			(453,838	)			(673,133	)			(918,320	)
LESS NON CASH ITEMS
Spectrum Lease Expense			39,931				58,005				79,964				112,944
Tower & Building Rents			5,020				12,269				21,854				30,524
Stock Compensation			10,712				23,744				33,739				44,570
Depreciation and amortization			26,611				54,732				86,932				128,602
Total non cash			82,274				148,750				222,489				316,640
ADJUSTED OIBDA (1)			(163,163	)			(305,088	)			(450,644	)			(601,680	)
Adjusted OIBDA Margin			-317	%			-277	%			-264	%			-261	%

CLEARWIRE CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)

		Three months ended March 31, 2008
		Historical
		3 month period								Purchase				Clearwire
		Clearwire				3 month period				Accounting				Corporation
		Corporation (1)				Old Clearwire				and Other (2)				Pro Forma
REVENUES:		$	—			$	51,528			$	—				51,528
OPERATING EXPENSES:
Cost of goods and services and network costs			26,861				38,174				—				65,035
Selling, general and administrative expense			40,255				99,546				—				139,801
Depreciation and amortization			6,770				28,085				(13,482)	(b)			26,611
											5,238	(b)
Spectrum lease expense			21,215				35,685				9,317	(c)			65,518
											(699)	(d)
Total operating expenses			95,101				201,490				374				296,965
OPERATING LOSS			(95,101	)			(149,962	)			(374	)			(245,437	)
OTHER INCOME (EXPENSE):
Interest income			285				8,469				—				8,754
Interest expense			—				(28,594	)			28,410	(g)			(47,427	)
											(47,243	)(h)
Other-than-temporary impairment loss and realized loss on investments			—				(4,849	)			—				(4,849	)
Other income (expense), net			1,546				(774	)			(699)	(d)			73
Total other income (expense), net			1,831				(25,748	)			(19,532	)			(43,449	)
LOSS BEFORE INCOME TAXES			(93,270	)			(175,710	)			(19,906	)			(288,886	)
Income tax provision			(4,167	)			(1,916	)			6,083	(i)			—
NET LOSS			(97,437	)			(177,626	)			(13,823	)			(288,886	)
Less: non-controlling interests in net loss of consolidated subsidiaries			—				1,237				211,210	(j)			212,447
NET LOSS ATTRIBUTABLE TO CLEARWIRE CORPORATION		$	(97,437	)		$	(176,389	)		$	197,387			$	(76,439	)
Net loss attributable to Clearwire Corporation per Class A Common Share:
Basic						$	(1.08	)						$	(0.39)	(3)
Diluted						$	(1.08	)						$	(0.41)	(3)
Weighted average Class A Common Shares outstanding:
Basic							164,056								194,484	(3)
Diluted							164,056								723,307	(3)

     CLEARWIRE CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)

		Three months ended June 30, 2008
		Historical
		3 month period								Purchase				Clearwire
		Clearwire				3 month period				Accounting				Corporation
		Corporation (1)				Old Clearwire				and Other (2)				Pro Forma
REVENUES:		$	—			$	58,563			$	—			$	58,563
OPERATING EXPENSES:
Cost of goods and services and network costs			25,577				42,193				—				67,770
Selling, general and administrative expense			26,691				95,362				—				122,053
Depreciation and amortization			9,532				28,901				(14,886)	(b)			28,121
											4,574	(b)
Spectrum lease expense			11,879				28,522				9,317	(c)			49,020
											(698)	(d)
Transaction costs			—				10,224				(10,224)	(e)			—
Total operating expenses			73,679				205,202				(11,917	)			266,964
OPERATING LOSS			(73,679	)			(146,639	)			11,917				(208,401	)
OTHER INCOME (EXPENSE):
Interest income			—				3,829				—				3,829
Interest expense			(232	)			(25,711	)			25,884	(g)			(47,743	)
											(47,684)	(h)
Other-than-temporary impairment loss and realized loss on investments			—				(27,918	)			—				(27,918	)
Other income (expense), net			1,256				(2,055	)			(698)	(d)			(1,497	)
Total other income (expense), net			1,024				(51,855	)			(22,498	)			(73,329	)
LOSS BEFORE INCOME TAXES			(72,655	)			(198,494	)			(10,581	)			(281,730	)
Income tax provision			(6,911	)			(1,668	)			8,579	(i)			—
NET LOSS			(79,566	)			(200,162	)			(2,002	)			(281,730	)
Less: non-controlling interests in net loss of consolidated subsidiaries			—				1,108				205,978	(j)			207,086
NET LOSS ATTRIBUTABLE TO CLEARWIRE CORPORATION		$	(79,566	)		$	(199,054	)		$	203,976			$	(74,644	)
Net loss attributable to Clearwire Corporation per Class A Common Share:
Basic						$	(1.21	)						$	(0.38)	(3)
Diluted						$	(1.21	)						$	(0.40)	(3)
Weighted average Class A Common Shares outstanding:
Basic							164,129								194,484	(3)
Diluted							164,129								723,307	(3)

CLEARWIRE CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)

		Six months ended June 30, 2008
		Historical
		6 month period								Purchase				Clearwire
		Clearwire				6 month period				Accounting				Corporation
		Corporation (1)				Old Clearwire				and Other (2)				Pro Forma
REVENUES:		$	—			$	110,091			$	—			$	110,091
OPERATING EXPENSES:
Cost of goods and services and network costs			52,438				80,367				—				132,805
Selling, general and administrative expense			66,946				194,908				—				261,854
Depreciation and amortization			16,302				56,986				(28,368)	(b)			54,732
											9,812	(b)
Spectrum lease expense			33,094				64,207				18,634	(c)			114,538
											(1,397)	(d)
Transaction costs			—				10,224				(10,224)	(e)			—
Total operating expenses			168,780				406,692				(11,543	)			563,929
OPERATING LOSS			(168,780	)			(296,601	)			11,543				(453,838	)
OTHER INCOME (EXPENSE):
Interest income			285				12,298				—				12,583
Interest expense			(232	)			(54,305	)			54,294	(g)			(95,170	)
											(94,927)	(h)
Other-than-temporary impairment loss and realized loss on investments			—				(32,767	)			—				(32,767	)
Other income (expense), net			2,802				(2,829	)			(1,397)	(d)			(1,424	)
Total other income (expense), net			2,855				(77,603	)			(42,030	)			(116,778	)
LOSS BEFORE INCOME TAXES			(165,925	)			(374,204	)			(30,487	)			(570,616	)
Income tax provision			(11,078	)			(3,584	)			14,662	(i)			—
NET LOSS			(177,003	)			(377,788	)			(15,825	)			(570,616	)
Less: non-controlling interests in net loss of consolidated subsidiaries			—				2,345				417,188	(j)			419,533
NET LOSS ATTRIBUTABLE TO CLEARWIRE CORPORATION		$	(177,003	)		$	(375,443	)		$	401,363			$	(151,083	)
Net loss attributable to Clearwire Corporation per Class A Common Share:
Basic						$	(2.29	)						$	(0.78)	(3)
Diluted						$	(2.29	)						$	(0.81)	(3)
Weighted average Class A Common Shares outstanding:
Basic							164,096								194,484	(3)
Diluted							164,096								723,307	(3)

CLEARWIRE CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)

		Three months ended September 30, 2008
		Historical
		3 month period								Purchase				Clearwire
		Clearwire				3 month period				Accounting				Corporation
		Corporation (1)				Old Clearwire				and Other (2)				Pro Forma
REVENUES:		$	—			$	60,839			$	—			$	60,839
OPERATING EXPENSES:
Cost of goods and services and network costs			31,147				44,399				—				75,546
Selling, general and administrative expense			27,992				84,842				—				112,834
Depreciation and amortization			12,984				28,604				(14,543)	(b)			32,200
											5,155	(b)
Spectrum lease expense			18,741				32,194				9,317	(c)			59,554
											(698)	(d)
Transaction costs			—				4,932				(4,932)	(e)			—
Total operating expenses			90,864				194,971				(5,701	)			280,134
OPERATING LOSS			(90,864	)			(134,132	)			5,701				(219,295	)
OTHER INCOME (EXPENSE):
Interest income			—				3,468				—				3,468
Interest expense			—				(24,726	)			24,356	(g)			(48,513	)
											(48,143)	(h)
Other-than-temporary impairment loss and realized loss on investments			—				(9,353	)			—				(9,353	)
Other income (expense), net			1,135				(1,112	)			(698)	(d)			(675	)
Total other income (expense), net			1,135				(31,723	)			(24,485	)			(55,073	)
LOSS BEFORE INCOME TAXES			(89,729	)			(165,855	)			(18,784	)			(274,368	)
Income tax provision			(47,874	)			(1,781	)			49,655	(i)			—
NET LOSS			(137,603	)			(167,636	)			30,871				(274,368	)
Less: non-controlling interests in net loss of consolidated subsidiaries			—				1,061				200,596	(j)			201,657
NET LOSS ATTRIBUTABLE TO CLEARWIRE CORPORATION		$	(137,603	)		$	(166,575	)		$	231,467			$	(72,711	)
Net loss attributable to Clearwire Corporation per Class A Common Share:
Basic						$	(1.01	)						$	(0.37)	(3)
Diluted						$	(1.01	)						$	(0.45)	(3)
Weighted average Class A Common Shares outstanding:
Basic							164,232								194,484	(3)
Diluted							164,232								723,307	(3)

CLEARWIRE CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)

		Nine months ended September 30, 2008
		Historical
		9 month period								Purchase				Clearwire
		Clearwire				9 month period				Accounting				Corporation
		Corporation (1)				Old Clearwire				and Other (2)				Pro Forma
REVENUES:		$	—			$	170,930			$	—			$	170,930
OPERATING EXPENSES:
Cost of goods and services and network costs			83,585				124,766				—				208,351
Selling, general and administrative expense			94,938				279,750				—				374,688
Depreciation and amortization			29,286				85,590				(42,911	)(b)			86,932
											14,967	(b)
Spectrum lease expense			51,835				96,401				27,951	(c)			174,092
											(2,095	)(d)
Transaction costs			—				15,156				(15,156	)(e)			—
Total operating expenses			259,644				601,663				(17,244	)			844,063
OPERATING LOSS			(259,644	)			(430,733	)			17,244				(673,133	)
OTHER INCOME (EXPENSE):
Interest income			285				15,766				—				16,051
Interest expense			(232	)			(79,031	)			78,650	(g)			(143,683	)
											(143,070	)(h)
Other-than-temporary impairment loss and realized loss on investments			—				(42,120	)			—				(42,120	)
Other income (expense), net			3,937				(3,941	)			(2,095	)(d)			(2,099	)
Total other income (expense), net			3,990				(109,326	)			(66,515	)			(171,851	)
LOSS BEFORE INCOME TAXES			(255,654	)			(540,059	)			(49,271	)			(844,984	)
Income tax provision			(58,952	)			(5,365	)			64,317	(i)			—
NET LOSS			(314,606	)			(545,424	)			15,046				(844,984	)
Less: non-controlling interests in net loss of consolidated subsidiaries			—				3,406				617,784	(j)			621,190
NET LOSS ATTRIBUTABLE TO CLEARWIRE CORPORATION		$	(314,606	)		$	(542,018	)		$	632,830			$	(223,794	)
Net loss attributable to Clearwire Corporation per Class A Common Share:
Basic						$	(3.30	)						$	(1.15	)(3)
Diluted						$	(3.30	)						$	(1.26	)(3)
Weighted average Class A Common Shares outstanding:
Basic							164,145								194,484	(3)
Diluted							164,145								723,307	(3)

CLEARWIRE CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)

		Three months ended December 31, 2008
		Historical
		3 month period								Purchase				Clearwire
		Clearwire				2 month period				Accounting				Corporation
		Corporation (1)				Old Clearwire				and Other (2)				Pro Forma
REVENUES:		$	20,489			$	39,227			$	—			$	59,716
OPERATING EXPENSES:
Cost of goods and services and network costs			47,904				29,504				—				77,408
Selling, general and administrative expense			56,002				92,631				(38,900)	(a)			109,733
Depreciation and amortization			28,860				19,227				(9,954)	(b)			41,670
											3,537	(b)
Spectrum lease expense			38,197				32,149				6,212	(c)			76,092
											(466)	(d)
Transaction costs			82,960				31,010				(33,397)	(e)			—
											(80,573)	(f)
Total operating expenses			253,923				204,521				(153,541	)			304,903
OPERATING LOSS			(233,434	)			(165,294	)			153,541				(245,187	)
OTHER INCOME (EXPENSE):
Interest income			806				1,712				—				2,518
Interest expense			(16,313	)			(15,407	)			15,405	(g)			(48,905	)
											(32,590)	(h)
Other-than-temporary impairment loss and realized loss on investments			(17,036	)			(19,291	)			—				(36,327	)
Other income (expense), net			(9,109	)			706				(466)	(d)			(8,869	)
Total other income (expense), net			(41,652	)			(32,280	)			(17,651	)			(91,583	)
LOSS BEFORE INCOME TAXES			(275,086	)			(197,574	)			135,890				(336,770	)
Income tax provision			(2,655	)			(14	)			2,669	(i)			—
NET LOSS			(277,741	)			(197,588	)			138,559				(336,770	)
Less: non-controlling interests in net loss of consolidated subsidiaries			159,721				86				86,611	(j)			246,418
NET LOSS ATTRIBUTABLE TO CLEARWIRE CORPORATION		$	(118,020	)		$	(197,502	)		$	225,170			$	(90,352	)
Net loss attributable to Clearwire Corporation per Class A Common Share:
Basic														$	(0.46)	(3)
Diluted														$	(0.47)	(3)
Weighted average Class A Common Shares outstanding:
Basic															194,484	(3)
Diluted															723,307	(3)

CLEARWIRE CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)

		Twelve months ended December 31, 2008
		Historical
		12 month period								Purchase				Clearwire
		Clearwire				11 month period				Accounting				Corporation
		Corporation (1)				Old Clearwire				and Other (2)				Pro Forma
REVENUES:		$	20,489			$	210,157			$	—			$	230,646
OPERATING EXPENSES:
Cost of goods and services and network costs			131,489				154,270				—				285,759
Selling, general and administrative expense			150,940				372,381				(38,900)	(a)			484,421
Depreciation and amortization			58,146				104,817				(52,865)	(b)			128,602
											18,504	(b)
Spectrum lease expense			90,032				128,550				34,163	(c)			250,184
											(2,561)	(d)
Transaction costs			82,960				46,166				(48,553)	(e)			—
											(80,573)	(f)
Total operating expenses			513,567				806,184				(170,785	)			1,148,966
OPERATING LOSS			(493,078	)			(596,027	)			170,785				(918,320	)
OTHER INCOME (EXPENSE):
Interest income			1,091				17,478				—				18,569
Interest expense			(16,545	)			(94,438	)			94,055	(g)			(192,588	)
											(175,660)	(h)
Other-than-temporary impairment loss and realized loss on investments			(17,036	)			(61,411	)			—				(78,447	)
Other income (expense), net			(5,172	)			(3,235	)			(2,561)	(d)			(10,968	)
Total other income (expense), net			(37,662	)			(141,606	)			(84,166	)			(263,434	)
LOSS BEFORE INCOME TAXES			(530,740	)			(737,633	)			86,619				(1,181,754	)
Income tax provision			(61,607	)			(5,379	)			66,986	(i)			—
NET LOSS			(592,347	)			(743,012	)			153,605				(1,181,754	)
Less: non-controlling interests in net loss of consolidated subsidiaries			159,721				3,492				704,395	(j)			867,608
NET LOSS ATTRIBUTABLE TO CLEARWIRE CORPORATION		$	(432,626	)		$	(739,520	)		$	858,000			$	(314,146	)
Net loss attributable to Clearwire Corporation per Class A Common Share:
Basic														$	(1.62)	(3)
Diluted														$	(1.73)	(3)
Weighted average Class A Common Shares outstanding:
Basic															194,484	(3)
Diluted															723,307	(3)

Notes to Clearwire Corporation
Unaudited Pro Forma Condensed Combined Statements of Operations

1. Basis of Presentation

          On November 28, 2008, (the “Closing”), Clearwire Corporation, (“Clearwire”), completed the transactions contemplated by the Transaction Agreement and Plan of Merger dated as of May 7, 2008, as amended, (the “Transaction Agreement”), with Clearwire Legacy LLC, (“Old Clearwire”), Sprint Nextel Corporation, (“Sprint”), Comcast Corporation, (“Comcast”), Time Warner Cable Inc., (“Time Warner Cable”), Bright House Networks, LLC, (“Bright House”), and Google Inc., (“Google”). For accounting purposes, the transactions, (the “Transactions”) were accounted for under SFAS No. 141 and treated as a reverse acquisition with the WiMAX business contributed from Sprint, (“Sprint WiMAX Business”), deemed to be the accounting acquirer.

          At the Closing, Comcast, Time Warner Cable, Bright House, Google, known collectively as the Investors, made an aggregate $3.2 billion capital contribution to Clearwire and its subsidiary, Clearwire Communications LLC, (“Clearwire Communications”). In exchange for the contribution of the Sprint WiMAX Business and their investments, as applicable, Google initially received 25,000,000 shares of Clearwire’s Class A Common Stock, par value $0.0001 per share, (“Clearwire Class A Common Stock”) and Sprint and the other Investors received an aggregate of 505,000,000 shares of Clearwire’s Class B Common Stock, par value $0.0001 per share, (“Clearwire Class B Common Stock”) and an equivalent amount of Clearwire Communications Class B non-voting common interest, (“Clearwire Communications Class B Common Interests”). The number of shares of Clearwire Class A and B Common Stock and Clearwire Communications Class B Common Interests, as applicable, that the Investors were entitled to receive under the Transaction Agreement was subject to a post-closing adjustment based on the trading price of Clearwire Class A Common Stock on NASDAQ over 15 randomly-selected trading days during the 30-day period ending on the 90th day after the Closing, or February 26, 2009 (“the Adjustment Date”), with a floor of $17.00 per share and a cap of $23.00 per share. During the measurement period, Clearwire Class A Common Stock traded below $17.00 per share on NASDAQ, so on the Adjustment Date, we issued to the Investors an additional 4,411,765 shares of Clearwire Class A Common Stock and 23,823,529 shares of Clearwire Class B Common Stock and Clearwire Communications Class B Common Interests to reflect the $17.00 final price per share. Additionally, in accordance with the subscription agreement, on February 27, 2009, CW Investment Holdings, LLC purchased 588,235 shares of Clearwire Class A Common Stock at $17.00 per share for a total investment of $10 million. For the purposes of determining the number of shares outstanding within the unaudited pro forma condensed combined statements of operations, we assumed that the additional shares and common interests issued to the Investors and CW Investment Holdings LLC on the Adjustment Date and February 27, 2009, respectively, were issued as of the Closing and that the Closing was consummated on January 1, 2008.

          After giving effect to the Transactions, the post-closing adjustment and the investment by CW Investment Holdings LLC, Sprint owns the largest interest in Clearwire with an effective voting and economic interest in Clearwire and its subsidiaries of approximately 51 percent.

          In connection with the integration of the Sprint WiMAX Business and Old Clearwire operations, we expect that certain non-recurring charges will be incurred. We also expect that certain synergies might be realized due to operating efficiencies or future revenue synergies expected to result from the Transactions. However, in preparing the unaudited pro forma condensed combined statements of operations which gives effect to the Transactions as if they were consummated on January 1, 2008, no pro forma adjustments have been reflected to consider any such costs or benefits.

2. Pro Forma Adjustments related to Purchase Accounting for the three and six months ended June 30, 2008

          The pro forma adjustments related to purchase accounting have been derived from the preliminary allocation of the purchase consideration to the identifiable tangible and intangible assets acquired and

liabilities assumed of Old Clearwire, including the allocation of the excess of the estimated fair value of net assets acquired over the purchase price. The allocation of the purchase consideration is preliminary and based on valuations derived from estimated fair value assessments and assumptions used by management. While management believes that its preliminary estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different values being assigned to individual assets acquired and liabilities assumed, and the resulting amount of the excess of estimated fair value of net assets acquired over the purchase price. The final purchase price allocation is pending the finalization of appraisal valuations primarily related to spectrum and fixed assets acquired, which may result in an adjustment to the preliminary purchase price allocation.

          Article 11 of Regulation S-X requires that pro forma adjustments reflected in the unaudited pro forma statements of operations are directly related to the transaction for which pro forma financial information is presented and have a continuing impact on the results of operations. Certain charges have been excluded in the unaudited pro forma condensed combined statements of operations as such charges were incurred in direct connection with or at the time of the Transactions and are not expected to have an ongoing impact on the results of operations after the Closing.

          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 2 months and 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 condensed combined statements of operations.

          b. Represents adjustments in the depreciation expense on a pro forma basis related to items of Old Clearwire property, plant and equipment 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 property, plant and equipment 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 expense adjustments are as follows (in thousands):

		Three Months				Three Months				Three Months				Three Months
		Ended				Ended				Ended				Ended
		March 31,				June 30,				September 30,				December 31,
		2008				2008				2008				2008
Intercompany other income and related expenses		$	699			$	698			$	698			$	466
		Three Months				Six Months				Nine Months				Twelve Months
		Ended				Ended				Ended				Ended
		March 31,				June 30,				September 30,				December 31,
		2008				2008				2008				2008
Intercompany other income and related expenses		$	699			$	1,397			$	2,095			$	2,561

     e. Represents the reversal of transaction costs recorded in the Old Clearwire historical financial statements. As these are non-recurring charges directly attributable to the Transactions, they are excluded from the unaudited pro forma condensed combined statements of operations for all period presented. The reversal of the transaction costs are as follows (in thousands):

		Three Months				Three Months				Three Months				Three Months
		Ended				Ended				Ended				Ended
		March 31,				June 30,				September 30,				December 31,
		2008				2008				2008				2008
Investment banking fees		$	—			$	6,000			$	—			$	27,360
Other professional fees			—				4,224				4,932				6,037
Total transaction costs		$	—			$	10,224			$	4,932			$	33,397

		Three Months				Six Months				Nine Months				Twelve Months
		Ended				Ended				Ended				Ended
		March 31,				June 30,				September 30,				December 31,
		2008				2008				2008				2008
Investment banking fees		$	—			$	6,000			$	6,000			$	33,360
Other professional fees			—				4,224				9,156				15,193
Total transaction costs		$	—			$	10,224			$	15,156			$	48,553

     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 condensed 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 has been reversed as if the Transactions were consummated on January 1, 2008. A summary of the adjustments are as follows (in thousands):

		Three Months				Three Months				Three Months				Three Months
		Ended				Ended				Ended				Ended
		March 31,				June 30,				September 30,				December 31,
		2008				2008				2008				2008
Historical interest expense		$	28,410			$	25,884			$	24,356			$	15,405
		Three Months				Six Months				Nine Months				Twelve Months
		Ended				Ended				Ended				Ended
		March 31,				June 30,				September 30,				December 31,
		2008				2008				2008				2008
Historical interest expense		$	28,410			$	54,294			$	78,650			$	94,055

     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, 2008. 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 (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.

     Pro forma interest expense was calculated over the period using the effective interest method of approximately 14.0 percent. Pro forma interest expense also reflects an adjustment to accrete the debt to par value. Pro forma interest expense was calculated based on the contractual terms under the Amended Credit Agreement, assuming a term equal to its contractual maturity of 30 months and the underlying interest rate was the LIBOR loan base rate of 2.75 percent, as the 3 month LIBOR rate in effect at the Closing was less than the base rate, plus the applicable margin. The calculation assumed an applicable margin of 6.00 percent and additional rate increases as specified in the Amended Credit Agreement over the term of the loan. Total interest expense on a pro forma basis does not include an adjustment for capitalized interest. The adjustments to record pro forma interest expense are as follows (in thousands):

		Three Months				Three Months				Three Months				Three Months
		Ended				Ended				Ended				Ended
		March 31,				June 30,				September 30,				December 31,
		2008				2008				2008				2008
Pro forma interest expense		$	47,243			$	47,684			$	48,143			$	32,590
		Three Months				Six Months				Nine Months				Twelve Months
		Ended				Ended				Ended				Ended
		March 31,				June 30,				September 30,				December 31,
		2008				2008				2008				2008
Pro forma interest expense		$	47,243			$	94,927			$	143,070			$	175,660
A one-eighth percentage change in the interest rate would increase or decrease interest expense by the following (in thousands):
		Three Months				Three Months				Three Months				Three Months
		Ended				Ended				Ended				Ended
		March 31,				June 30,				September 30,				December 31,
		2008				2008				2008				2008
One-eighth percentage change in the interest rate		$	427			$	431			$	435			$	295
		Three Months				Six Months				Nine Months				Twelve Months
		Ended				Ended				Ended				Ended
		March 31,				June 30,				September 30,				December 31,
		2008				2008				2008				2008
One-eighth percentage change in the interest rate		$	427			$	858			$	1,293			$	1,588