The following discussion and analysis summarizes the significant factors affecting our results of operations, financial conditions and liquidity position for the three months ended March 31, 2012 and 2011, and should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this filing. Forward-Looking Statements
Statements and information included in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. When used in this report, the words "believe," "expect," "anticipate," "intend," "estimate," "evaluate," "opinion," "may," "could," "future," "potential," "probable," "if," "will" and similar expressions generally identify forward-looking statements.
Forward-looking statements in this Quarterly Report on Form 10-Q 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. The factors or uncertainties that could cause actual results, performance or achievement to differ materially from forward-looking statements contained in this report are described in Part II, Item 1A, Risk Factors, and elsewhere in this report.

Overview

We are a leading provider of fourth generation, or 4G, wireless broadband services. We build and operate next generation mobile broadband networks that provide high-speed mobile Internet and residential Internet access services in communities throughout the country. As of March 31, 2012, we offered our services in 88 markets in the United States covering an estimated 134 million people, including an estimated 132 million people covered by our 4G mobile broadband networks in 71 markets. Our 4G mobile broadband network provides a connection anywhere within our coverage area.

In our current 4G mobile broadband markets in the United States, we offer our services through retail channels and through our wholesale partners. Sprint Nextel Corporation, which we refer to as Sprint, accounts for primarily all of our wholesale sales to date, and offers services in each of our 4G markets. We have also recently entered into wholesale arrangements with Simplexity, FreedomPop and Leap Wireless. We ended the quarter with approximately 1.3 million retail and 9.7 million wholesale subscribers. We are currently focused on growing our revenue by continuing to build our wholesale business and to leverage our retail business, reducing expenses and seeking additional capital for our current business and to continue the development of our network.

Over the long term, we will need to expand our revenue base by increasing sales to our existing wholesale partners and by adding additional wholesale partners. To be successful with either, we believe it is necessary that we deploy Long Term Evolution, which we refer to as LTE, technology, which is currently being adopted by most wireless operators in the United States as their next generation wireless technology.
We believe that, as the demand for mobile broadband services continues its rapid growth, Sprint and other service providers will find it difficult, if not impossible, to satisfy their customers' demands with their existing spectrum holdings. By deploying LTE, we believe that we will be able to take advantage of our leading spectrum position to offer offload data capacity to Sprint and other existing and future mobile broadband service providers for resale to their customers on a cost effective basis.
Initially, we plan to overlay up to 8,000 of our existing Worldwide Interoperability of Microwave Access technology 802.16e standard, which we refer to as mobile WiMAX, sites with Time Division Duplex LTE, which we refer to as TDD-LTE, over 20 MHz-wide channels. We plan to focus primarily on sites in densely populated urban areas where we currently experience the highest concentration of usage of our mobile WiMAX services, although we will also consider sites in other areas where Sprint and other current and future wholesale partners express a need for excess data capacity and where we believe we will be most likely to generate sufficient revenues.
The success of our current plans will depend to a large extent on whether we succeed in the following areas: adding new

wholesale partners with substantial offload data capacity needs and generating or exceeding the revenue levels we currently expect for that portion of our business; maintaining our retail base and revenues while continuing to realize the benefits from cost savings initiatives; deploying LTE technology on our network; and raising additional capital.

Liquidity and Capital Resource Requirements

During the three months ended March 31, 2012, we incurred $561.0 million of net losses from continuing operations. We generated $59.8 million of cash from operating activities of continuing operations and spent $21.9 million of cash on capital expenditures in the improvement and maintenance of our networks. Capital expenditures in 2012 are expected to amount to approximately $350.0 million to $400.0 million with most of the spend anticipated to occur in the second half of the year. While we generated cash from operating activities in the first quarter of 2012, we do not expect our operations to generate cumulative positive cash flows during the next twelve months.

As of March 31, 2012, we had available cash and short-term investments of approximately $1.43 billion. On January 27, 2012, we announced the completion of an offering by our operating subsidiary, Clearwire Communications LLC, which we refer to as Clearwire Communications, of $300.0 million aggregate principal amount of 14.75% first-priority senior secured notes due 2016, which we refer to as 2016 Senior Secured Notes, at an issue price of 100%. On March 15, 2012, we entered into securities purchase agreements with certain institutional investors, pursuant to which we sold shares of Clearwire Corporation Class A common stock, which we refer to as Class A Common Stock, for an aggregate price of $83.5 million, which we refer to as the Purchase Price, and in connection with the sale, Clearwire Communications repurchased $100.0 million in aggregate principal amount of our 8.25% exchangeable notes due 2040, which we refer to as Exchangeable Notes, for a total price equal to the Purchase Price.

Under an amendment of the 4G MVNO agreement with Sprint signed in November 2011, which we refer to as the November 2011 4G MVNO Amendment, Sprint will pay us $925.9 million for unlimited 4G mobile WiMAX services for resale to its retail subscribers in 2012 and 2013, approximately two-thirds of which is payable for service provided in 2012, and the remainder for service provided in 2013. Of the $925.9 million, $175.9 million will be paid as an offset to principal and interest due under a $150.0 million dollar promissory note issued by us to Sprint. We will also receive the final $10.9 million in prepayments from Sprint in the remainder of 2012, which will be applied against re-wholesaling revenue in 2012 and 2013 and usage-based revenue in 2014 and thereafter.

As of March 31, 2012, we believe that we had sufficient cash to fund the near-term liquidity needs of our business for at least the next 12 months based on the cash and short term investments we had on hand as of the end of the quarter, the ongoing impact of our 2011 expense reductions, and the cash we expect to receive for our mobile WiMAX services from our retail business and from Sprint under the November 2011 4G MVNO Amendment. If our business fails to perform as we expect or if we incur unforeseen expenses, we may be required to raise additional capital in the near term to fund our current business, including the deployment of our LTE network. Also, we believe we will need to raise substantial additional capital to fund our business and meet our financial obligations beyond the next 12 months.

The amount of additional capital we will need over the long term, and the timing of our capital needs, will depend on a number of factors, many of which are outside of our control and subject to a number of uncertainties. The primary factors determining the amount of additional capital we will require include:
the amount of wholesale revenues we receive from our existing wholesale partners, our ability to obtain new wholesale partners and generate significant revenues from such partners, the timing of deployment of our LTE network which will depend on our vendors' ability to meet our planned timelines and our ability to integrate with Sprint's network, the costs we incur in deploying our LTE network which could be substantially higher than we currently expect if we are unable to secure equipment or services from vendors on the terms we expect or if we encounter other unexpected problems with our vendors or with the deployment, the amount of cash generated by our retail business, our ability to maintain reduced operating expenses and the accuracy of our other projections of future financial performance.

The amount and timing of additional financings, if any, to satisfy our long term capital needs are difficult to estimate at this time. We could pursue a number of alternatives for securing additional capital. We may seek additional equity and debt financing from a number of potential sources, including new and existing strategic investors, private or public offerings and vendors. With the recent trading price of our Class A Common Stock, any additional equity financings would be extremely dilutive to our

stockholders, while any additional debt financings could increase our future financial commitments, including aggregate interest payments on our existing and new indebtedness, to levels that we find unsustainable. Further, with our recently completed debt financing, we have maximized the amount of secured indebtedness we may incur under our existing indentures, which may make additional debt financings more difficult to obtain on acceptable terms, or at all. Other sources of additional capital could include, among other things, a sale of certain of our assets, such as excess spectrum, that we believe are not essential for our business.

If we are unable to raise sufficient additional capital to meet our long term capital needs, or we fail to sell a sufficient amount of additional services to Sprint and new wholesale partners over the long term, our business prospects, financial condition and results of operations will likely be materially and adversely affected, and we will be forced to consider all available alternatives.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates used, including those related to long-lived assets and intangible assets, including spectrum, derivatives, operating leases and deferred tax asset valuation allowance.

Our accounting policies require management to make complex and subjective judgments. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, observance of trends in the industry, or information provided by outside sources, as appropriate. Additionally, changes in accounting estimates are reasonably likely to occur from period to period. These factors could have a material impact on our financial statements, the presentation of our financial condition, changes in financial condition or results of operations.

We have identified the following significant change in our critical accounting estimates during the three months ended March 31, 2012 as compared to the critical accounting estimates disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2011. Property, Plant and Equipment
A significant portion of our total assets is property, plant and equipment, which we refer to as PP&E. PP&E represented $2.72 billion of our $8.89 billion in total assets as of March 31, 2012. We calculate depreciation on these assets using the straight-line method based on estimated economic useful lives. The estimated useful life of equipment is determined based on historical usage of identical or similar equipment, with consideration given to technological changes and industry trends that could impact the network architecture and asset utilization. Since changes in technology or in our intended use of these assets, as well as changes in broad economic or industry factors, may cause the estimated period of use of these assets to change, we periodically review these factors to assess the remaining life of our asset base. When these factors indicate that an asset's useful life is different from the previous assessment, we depreciate the remaining book values prospectively over the adjusted remaining estimated useful life.
During the first quarter of 2012, as a result of Sprint's recent announcement that it plans to decommission its iDEN network, we evaluated the remaining useful lives of our Network and base station equipment co-located at iDEN sites identified by Sprint to be decommissioned. We concluded that, for certain of the Network and base station equipment at these sites, it is not likely that we would continue to operate our equipment at the current location once Sprint decommissions its site and therefore, we determined the useful lives of the Network and base station equipment at these sites should be accelerated beginning in the first quarter of 2012 from a weighted-average remaining useful life of approximately 5 years to approximately 1 - 2 years based on the expected date of decommissioning. We will continue to monitor the estimated useful lives of our network assets as our plans continue to evolve. Any further adjustments to those lives would likely result in increased depreciation expense in future periods.

               CLEARWIRE CORPORATION AND SUBSIDIARIES (Continued)


Results of Operations
The following table sets forth operating data for the periods presented (in
thousands, except percentages).

                                                       Three Months Ended March 31,      Percentage
                                                          2012               2011          Change
Revenues:
Retail revenues                                     $      204,810       $   175,241       16.9%
Wholesale revenues                                         117,821            60,895       93.5%
Other revenues                                                   8               672      (98.8)%
Total revenues                                             322,639           236,808       36.2%
Operating expenses:
Cost of goods and services and network costs
(exclusive of items shown separately below)                263,790           240,145        9.8%
Selling, general and administrative expense                142,655           214,864      (33.6)%
Depreciation and amortization                              177,973           182,474       (2.5)%
Spectrum lease expense                                      79,708            74,821        6.5%
Loss from abandonment of network and other assets           80,400           171,862      (53.2)%
Total operating expenses                                   744,526           884,166      (15.8)%
Operating loss                                            (421,887 )        (647,358 )     34.8%
Other income (expense):
Interest income                                                264               840      (68.6)%
Interest expense                                          (136,686 )        (119,920 )    (14.0)%
Loss on derivative instruments                              (4,862 )         (26,781 )    (81.8)%
Other income (expense), net                                (13,268 )             290        N/M
Total other income (expense), net                         (154,552 )        (145,571 )     (6.2)%
Loss from continuing operations before income
taxes                                                     (576,439 )        (792,929 )     27.3%
Income tax benefit (provision)                              15,413              (231 )      N/M
Net loss from continuing operations                       (561,026 )        (793,160 )     29.3%
Less: non-controlling interests in net loss from
continuing operations of consolidated
subsidiaries                                               378,972           576,283      (34.2)%
Net loss from continuing operations attributable
to Clearwire Corporation                                  (182,054 )        (216,877 )     16.1%
Net loss from discontinued operations
attributable to Clearwire Corporation                          231           (10,078 )     102.3%
Net loss attributable to Clearwire Corporation      $     (181,823 )     $  (226,955 )     19.9%

Revenues

Retail revenues are primarily generated from subscription and modem lease fees for our 4G and Pre-4G services, as well as from sales of 4G devices and fees for other services such as email and VoIP. Wholesale revenues are primarily generated from service fees for our 4G services.

The $29.6 million increase in retail revenues for the three months ended March 31, 2012 compared to the same period in 2011 is due primarily to growth in subscribers and an increase in equipment revenues as we have discontinued the option for our new retail customers to lease equipment in favor of a purchase-only model. Our ending retail subscribers increased from 1.2 million at March 31, 2011 to 1.3 million at March 31, 2012. As we currently do not expect to expand into additional markets, we expect retail revenues to remain relatively consistent with the amount recognized in 2011.

Recognition of wholesale revenue during the three months ended March 31, 2012 compared to the same period in the prior year in 2011 changed from usage-based pricing to fixed pricing. Under the November 2011 4G MVNO Amendment, Sprint will pay us $925.9 million for unlimited 4G mobile WiMAX services for resale to its retail subscribers in 2012 and 2013, approximately two-thirds of which is payable for service provided in 2012, and the remainder for service provided in 2013. Of the $925.9 million, $175.9 million will be paid as an offset to principal and interest due under a $150.0 million promissory note issued by us to Sprint. Of the amount due, $900.0 million will be recognized on a straight-line basis over 2012 and 2013 and the remaining $25.9 million will be recorded as an offset to the interest cost associated with the promissory note. Wholesale revenue of $117.8 million during the three months ended March 31, 2012 primarily represents the current period straight-line recognition of the $900.0 million due from Sprint.

Wholesale revenue of $60.9 million during the three months ended March 31, 2011 comprised of usage-based fees received from our wholesale partners, primarily Sprint. Wholesale revenue during the three months ended March 31, 2011 was based upon minimal wholesale rate inputs due to the fact that issues around pricing for the wholesale transactions with Sprint were resolved subsequent to the end of the quarter. Had the amendments to the wholesale agreement with Sprint signed in April 2011 been in effect as of March 31, 2011, our pro forma wholesale revenues for the first quarter of 2011 would have increased by an additional $16.1 million due to usage during the quarter. See the Pro Forma Reconciliation for further information.

Sprint is a significant wholesale customer of our 4G wireless broadband services. During the three months ended March 31, 2012 and 2011, wholesale revenue recorded attributable to Sprint comprised approximately 36% and 25% of total revenues, respectively, and substantially all of our wholesale revenues. Due to the significance of wholesale revenue from Sprint to total revenues for the three months ended March 31, 2012 and the impact of changing from usage-based pricing to fixed pricing agreed to in the November 2011 4G MVNO Amendment, we currently expect total wholesale revenues for 2012 to be less than that recognized in 2011. Therefore, in order to grow our revenues beyond the fixed fees for WiMAX services in 2012 and 2013 provided in the November 2011 4G MVNO Amendment, we are focusing our efforts on deploying our LTE network and leveraging that network to add new wholesale partners and to generate usage-based revenue from Sprint under the November 2011 4G MVNO Amendment. Cost of Goods and Services and Network Costs (exclusive of depreciation and amortization)

Cost of goods and services and network costs primarily includes tower and network costs, provision of excessive and obsolete equipment, cost of goods sold and cost of services. Tower costs including rents, utilities, and backhaul, which is the transporting of data traffic between distributed sites and a central point in the market or Point of Presence, which we refer to as POP. Network costs primarily consist of network repair and maintenance costs, rent for POP facilities and costs to transport data traffic between POP sites. Cost of goods sold include the cost of customer premise equipment sold to subscribers, and cost of services include, among other things, costs incurred to provide 3G wireless services to our dual-mode customers.

The change in Cost of goods and services and network costs during the three months ended March 31, 2012 as compared to the same period in 2011 resulted primarily from an increase in the provision for excessive and obsolete equipment. The provision for excessive and obsolete equipment was $58.7 million for the three months ended March 31, 2012 compared to $6.5 million for the same period in 2011 driven primarily by an increase in the provision for network equipment not required to support our network deployment plans or sparing requirements which was identified as we solidified our LTE network architecture.

Partially offsetting the increase in the provision for excessive and obsolete equipment was a decrease in tower and network costs and cost of services. For the three months ended March 31, 2012, we incurred approximately $167.1 million in tower and network costs, compared to $180.6 million in the prior year. The decrease is primarily due to a decrease in the number of tower leases resulting from termination activities undertaken as a result of our cost savings initiatives in 2011.

Additionally, for the three months ended March 31, 2012, we incurred approximately $1.8 million in cost of services, compared to $11.1 million in the prior year. The decrease is primarily due to a reduction in the costs to provide 3G wireless services as we curtailed the sale of dual-mode devices in 2011.

In 2012, we expect costs of goods sold to increase as we have discontinued the option for our new retail customers to lease equipment in favor of a purchase-only model. We expect tower and network costs needed to operate our existing network, excluding

the impact of charges related to recognition of cease-to-use liabilities, if any, to remain consistent with the level of costs incurred in the first quarter of 2012. With the deployment of our LTE network, we expect network costs to increase slightly.
Selling, General and Administrative Expense

Selling, general and administrative, which we refer to as SG&A, expenses include all of the following: costs associated with advertising, public relations, promotions and other market development programs; facilities costs; third-party professional service fees; customer care; sales commissions; bad debt expense; property and other operating taxes; and administrative support activities, including executive, finance and accounting, IT, legal, human resources, treasury and other shared services.

The decrease in SG&A expenses for the three months ended March 31, 2012 as compared to the same period in 2011 is primarily due to lower general and administrative expenses resulting from workforce reductions and the impact of our outsourcing arrangement with Teletech, as well as lower sales and marketing expenses due to our cost containment efforts. . Additionally, our recent shift to a no contract retail offering and the resulting revision of our existing commission arrangements, resulted in lower commission expense. During the three months ended March 31, 2012 compared to the same period in 2011, employee costs decreased $43.5 million, or 55.1%, commissions costs decreased $11.3 million, or 47.8% and marketing and advertising costs decreased $4.5 million, or 14.0%.

We expect total SG&A expense to decrease in 2012 as compared to 2011 as we continue to experience the effects of our cost containment measures, as well as the workforce reductions that commenced in November 2010 and continued in 2011. However, we expect expenses to increase during the first half of 2012 as compared to the fourth quarter of 2011 as we incur advertising costs to continue to support the launch of our new no contract retail offering. Depreciation and Amortization

Depreciation and amortization expense primarily represents depreciation recorded on PP&E and amortization of intangible assets. The decrease during the three months ended March 31, 2012 as compared to the same period in 2011 is primarily a result of a decrease in the amount of leased customer premise equipment, which we refer to as CPE, subject to depreciation as we have discontinued the option for our new retail customers to lease equipment in favor of a purchase-only model. This decrease was partially offset by an increase in depreciation beginning in March 2012 on Network and base station equipment co-located at iDEN sites which Sprint plans to decommission, as further discussed above in "Critical Accounting Policies and Estimates".

We expect depreciation and amortization in 2012 to increase slightly as compared with 2011 due to the change in estimated useful lives of the Network and base station equipment co-located at iDEN sites which Sprint plans to decommission, partially offset by a decrease in depreciation and amortization as the amount of leased CPE subject to depreciation continues to decline.

Spectrum Lease Expense
. . .