Clearwire Communications LLC Annual Financial Reporting Package March 31, 2015 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES

Table of Contents

Page PART I Item 1. Business 2 Item 1A. Risk Factors 5 Item 2. Properties 6 Item 3. Legal Proceedings 6 PART II Item 6. Selected Financial Data 7 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 16 Item 8. Financial Statements and Supplementary Data 17 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 43 Item 9B. Other Information 43 PART III Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Member Matters 44 Item 13. Certain Relationships and Related Transactions, and Director Independence 44 PART IV Item 15. Exhibits and Financial Statement Schedules 46 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

PART I

Explanatory Note This annual financial reporting package, including the "Management's Discussion and Analysis of Financial Condition and Results of Operations," contains "forward-looking statements" that represent our beliefs, projections and predictions about future events. These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievement described in or implied by such statements. Actual results may differ materially from the expected results described in our forward-looking statements, including with respect to the correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of publicly available information relating to the factors upon which our business strategy is based, or the success of our business. You should review carefully the section entitled "Risk Factors" for a discussion of these and other risks that relate to our business. Except as otherwise noted, references to "we", "us", "our", the "Company" and "Clearwire" refer to Clearwire Communications LLC and its subsidiaries.

Item 1. Business Overview On December 17, 2012, Clearwire Corporation entered into an Agreement and Plan of Merger with Sprint Nextel Corporation (as amended, the Merger Agreement) pursuant to which Sprint Nextel Corporation agreed to acquire all of the outstanding shares of Clearwire Corporation Class A and Class B common stock not currently owned by Sprint Nextel Corporation, SoftBank Corp., or their affiliates. The merger (Sprint Acquisition), closed on July 9, 2013 (the Acquisition Date) and as of that date we became an indirect wholly-owned subsidiary of Sprint Communications, Inc., formerly known as Sprint Nextel Corporation (Sprint) and an indirect wholly-owned subsidiary of Sprint Corporation. At the closing, the outstanding shares of Clearwire Corporation common stock were converted automatically into the right to receive $5.00 per share in cash, without interest (Merger Consideration). As a result of the Sprint Acquisition and the resulting change in ownership and control, the acquisition method of accounting was applied by Sprint and pushed-down to us resulting in a new basis of presentation based on the estimated fair values of our assets and liabilities for the successor period beginning as of the day following the consummation of the merger. The estimated fair values were based on management's judgment after evaluating several factors, including a valuation assessment. In addition, in order to align with SoftBank Corp.’s reporting schedule, we changed our fiscal year end from December 31 to March 31, effective March 31, 2014. As a result, references herein to any fiscal year refer to the twelve-month period ending March 31 unless otherwise specifically noted. We operate next generation mobile broadband networks that provide high-speed mobile Internet and residential Internet access services in communities throughout the country. Our fourth generation (4G) mobile broadband networks operate on the Worldwide Interoperability of Microwave Access technology 802.16e standard (WiMAX) and Time Division Duplex Long Term Evolution (TDD-LTE) technology. As of the date of the Sprint Acquisition, we had deployed WiMAX technology. In addition, we have been overlaying certain existing mobile WiMAX sites with TDD-LTE technology and expanding 4G LTE on our 2.5 gigahertz (GHz) spectrum to certain sites. Sprint plans to cease using WiMAX technology by the end of 2015 and also identified redundant sites that they expect to decommission and terminate the underlying leases. As of March 31, 2015, we offered our services primarily through Sprint. Sprint accounts for substantially all of our wholesale sales to date, and offers services in each of our 4G markets. Due to the merger with Sprint, we discontinued new sales of our services and devices through our retail channel. However, we continue to receive revenues and service customers who existed prior to the merger. As an indirect wholly-owned subsidiary of Sprint, they are directing all decision making concerning the network integration, sales and marketing plans. The consolidated financial statements distinguish between the predecessor period for periods prior to the Sprint Acquisition (Predecessor) and the successor period (Successor) for the period following the consummation of the acquisition. As a result of the valuation of assets acquired and liabilities assumed at fair value at the time of the Sprint Acquisition, the financial statements for the Successor period are presented on a measurement basis different than the Predecessor period and are, therefore, not comparable.

2 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

Our Networks Overview Our 4G mobile broadband network is a telecommunications system designed to support fixed, portable and mobile service offerings over a single network architecture. This telecommunications system consists of three primary elements, including the radio access network (RAN), the network core, and the backhaul network which interconnects them. Technology Our mobile WiMAX, Pre-4G and LTE networks are all wireless internet protocol (IP)-based, Ethernet platforms that are also built around orthogonal frequency-division multiplexing (OFDM) and TDD, both of which allow us to address two challenges that face wireless carriers, namely non-line of sight (NLOS), performance and frequency utilization. Our Pre-4G network relies on Expedience, a proprietary technology, which supports delivery of any IP-compatible broadband applications, including high-speed Internet access and fixed voice over internet protocol (VoIP) telephony services. OFDM allows subdivision of bandwidth into multiple frequency sub-carriers so that data can be divided and transmitted separately to ensure a higher reliability of packet data reception at the receiving end. This characteristic of OFDM enables a 4G network to more efficiently serve subscribers in urban and suburban settings compared to existing third generation (3G) technologies. Unlike Frequency Division Duplex, which requires paired spectrum with guard bands, TDD only requires a single channel for downlink and uplink, making it more flexible for use in various global spectrum allocations. It also ensures complete channel reciprocity for better support of closed loop advanced antenna technologies like Multiple-In Multiple-Out and beamforming. Additionally, TDD allows a service provider to maximize spectrum utilization by allocating up and down link resources appropriate to the traffic pattern over a given market. Radio Access Network Components Our RAN covers the “last mile” and connects our subscribers with our tower sites. Our RAN is comprised of base station transceivers and end user devices used by our subscribers. One of the end user devices is the customer premise equipment (CPE). The CPE is a NLOS wireless modem that connects to any IP-based device, such as a computer or a Wi-Fi router, using a standard Ethernet connection. It is simple to install and requires no service provider configuration or support and no software download or installation, a subscriber only needs to connect the CPE to an external power source and to their computer. The base station allows for 360-degree coverage by employing multiple transceivers and antennas on a single tower to maximize subscriber density and spectral efficiency. Our base stations generally are located on existing communications towers, but can also be placed on rooftops of buildings and other elevated locations. We generally lease our tower locations from third parties. Backhaul Network Our backhaul network is responsible for transmitting data and voice traffic between our tower sites and the network core. Operators have previously relied primarily upon wireline backhaul networks to handle this traffic. However, in most of our markets, whether the networks utilize Pre-4G, mobile WiMAX or LTE technology, we rely primarily upon microwave backhaul. Our microwave backhaul network wirelessly transmits data traffic from one location to another, such as from our tower locations to our network core. Network Core The network core routes the data traffic from our backhaul network to the Internet or, for voice services that we resell, the public switched telephone network. The primary functions of the mobile 4G core include: • authenticating and authorizing subscribers; • aggregating and routing traffic to and from the Internet; • subscriber provisioning and billing; • controlling IP addresses and connecting to the Internet; and • offering value-added services such as live video, location-based services, and music broadcast programming. Spectrum Our network operates over licensed spectrum in our markets. We hold approximately 140 megahertz (MHz) of spectrum on average across our national spectrum footprint and approximately 160 MHz of spectrum on average in the 100 largest markets in the United States. In the United States, licensed spectrum is governed by the Federal Communications

3 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

Commission (FCC) rules that provide a license holder with exclusive use of a specified spectrum frequency band and restrict interference from other licensees and spectrum users, providing some protection against interruption and degradation of service. We provide our services in the United States on spectrum located within the 2496 to 2690 MHz band, commonly referred to as the 2.5 GHz spectrum band, which is designated for Broadband Radio Services (BRS) and Educational Broadband Services (EBS). Most BRS and EBS licenses are allocated to specific geographic service areas. Other BRS licenses provide for 493 separate Basic Trading Areas. Under current FCC rules, we can access BRS spectrum either through outright ownership of a BRS license issued by the FCC or through a leasing arrangement with a BRS license holder. The FCC rules generally limit eligibility to hold EBS licenses to accredited educational institutions and certain governmental, religious and nonprofit entities, but permit those license holders to lease up to 95% of their capacity for non-educational purposes. Therefore, apart from a few EBS licenses we acquired under an old EBS rule, we access EBS spectrum through long-term leasing arrangements with EBS license holders. Our EBS spectrum leases typically have an initial term equal to the remaining term of the EBS license, with an option to renew the lease for additional terms, for a total lease term of up to 30 years. In addition, we generally have a right of first refusal for a period of time after our leases expire or otherwise terminate to match another party's offer to lease the same spectrum. Our leases are generally transferable, assuming we obtain required governmental approvals. We believe that our significant spectrum holdings in the 2.5 GHz band, both in terms of spectrum depth and breadth, are optimal for delivering 4G mobile broadband services. As of March 31, 2015, we owned or leased, over 47 billion MHz- POPs of spectrum in the United States. Of this over 47 billion MHz-POPs of spectrum in the United States, we estimate that we own approximately 41% of those MHz-POPs with the remainder being leased from third parties, generally under lease terms that extend up to 30 years. Competition The market for broadband services is competitive and includes companies that offer a variety of services using a number of different technological platforms. We compete with these companies on the basis of the ease of use, portability, speed, reliability, and price of our respective services. Our principal competitors include other wireless providers, Wi-Fi, other 4G service providers, and others. Regulatory Matters Overview The regulatory environment relating to our business and operations is evolving. A number of legislative and regulatory proposals under consideration by federal, state and local governmental entities may lead to the repeal, modification or introduction of laws or regulations that could affect our business. Significant areas of existing and potential regulation for our business include broadband Internet access, spectrum regulation and Internet taxation. Most recently, the FCC adopted revisions to its transactional “spectrum screen”, a tool it uses when evaluating whether a transaction is in the public interest. These revisions included adding to the screen a significant portion of 2.5 GHz spectrum finding that it is “suitable and available” for mobile broadband use. As a result, future Sprint spectrum acquisitions of 2.5 GHz (or other) spectrum may exceed the spectrum screen trigger and thus be subject to additional FCC review. The consequences of this review are uncertain but could result in delayed resolution or more challenging licensing conditions for Sprint and its subsidiaries. Intellectual Property We review our technological developments with our technology staff, legal counsel and business units to identify and capture innovative and novel features of our core and non-core technology developments that may provide us with commercial advantages and file patent applications as necessary to protect these features both in the United States and elsewhere. Employees As of March 31, 2015, we did not have any employees. Our Corporate Information We are a Delaware state limited liability company. Our principal executive offices are located at 6200 Sprint Parkway, Overland Park, Kansas 66251, and our telephone number is (855) 848-3280.

4 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

ITEM 1A. Risk Factors

We have incurred and expect to continue to realize significant net losses for the foreseeable future as we progress to ceasing use of the WiMAX technology by the end of calendar year 2015 and will likely require additional funding from Sprint to continue to meet our financial obligations. We have recorded net losses in each reporting period since our inception, and we cannot anticipate with certainty what our earnings, if any, will be in any future period. We have a history of operating losses, and we expect to have significant losses in the future as we progress to ceasing use of the WiMAX technology by the end of calendar year 2015. We do not expect our operations to generate cumulative positive cash flows during the next twelve months and expect significant declines in revenues as customers migrate to the Sprint network in anticipation of the WiMAX shutdown. Additionally, we expect to continue to incur significant net losses for the foreseeable future. We expect to meet our funding needs for the immediate future through our cash receipts from our mobile WiMAX services from our retail and wholesale business, other than Sprint, and Sprint under the revised 4G wholesale agreement (2011 November 4G mobile virtual network operators (MVNO) Amendment). As noted above, however, with the expected shutdown of the WiMAX network, we do not expect to acquire any new customers and expect total customers to continue to decline as they either migrate to the Sprint network or deactivate service. Additionally, we anticipate receiving funds from Sprint for their use of our TDD-LTE network under the 2011 November 4G MVNO Amendment, the use of additional spectrum by Sprint under our spectrum agreement with Sprint and our $3.0 billion revolving credit agreement with Sprint (Sprint Credit Agreement). As an indirect wholly-owned, consolidated subsidiary of Sprint, to the extent we are not able to fund our business through our retail and wholesale revenue streams, we expect to receive funding for any shortfall from Sprint during the next twelve months. If Sprint fails to fund us for any reason, we would need to raise substantial additional capital over the long-term to be able to meet our financial obligations and continue to operate. We may be required to recognize an impairment of our long-lived assets, goodwill, or other indefinite-lived intangible assets, which could have a material adverse effect on our financial position and results of operations. As a result of the Sprint Acquisition and the remeasurement of assets acquired and liabilities assumed in connection with the transaction and pushed-down to us, we recorded goodwill at its estimate of fair value of approximately $601.8 million. Additionally, we recorded $1.2 billion and $11.9 billion of long-lived assets and indefinite-lived intangible assets, respectively, as of the close of the Sprint Acquisition. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. We are required to perform impairment tests for goodwill and other indefinite-lived intangible assets at least annually and whenever events or circumstances indicate that it is more likely than not that the asset is impaired or that the carrying amounts may not be recoverable. Continued sustained declines in the Company's operating results, future forecasted cash flows and other assumptions, as well as significant sustained declines in Sprint’s stock price and related market capitalization, could impact the underlying key assumptions and our estimated fair values, potentially leading to a future material impairment of long-lived assets, goodwill, or other indefinite-lived assets, which could adversely affect our financial position and results of operations. In addition, as we move closer to the shutdown of the WiMAX network by the end of calendar year 2015, management may conclude, in future periods, that certain equipment assets in use will not be utilized as long as originally intended, which could result in an acceleration of depreciation expense. Moreover, certain equipment assets may never be deployed or redeployed, in which case cash and/or non-cash charges that could be material to our consolidated financial statements would be recognized. Negative outcomes of legal proceedings may adversely affect our business and financial condition. We are involved in certain legal proceedings, which may be complicated, costly, and disruptive to our business operations. We may incur significant expenses in defending these matters and may be required to pay significant fines, awards, or settlements. In addition, litigation or other proceedings could result in restrictions on our current or future manner of doing business. Any of these potential outcomes, such as judgments, awards, settlements, or orders could have an adverse effect on our business, financial condition, operating results, or ability to do business. The interests of Sprint may conflict with the interests of holders of our indebtedness. The interests of Sprint may not coincide with the interests of holders of our indebtedness. Sprint’s ownership may result in Clearwire taking actions that holders of our indebtedness do not view as beneficial. In addition, the performance of Sprint and Sprint’s common stock may adversely affect the trading price of Clearwire debt securities.

5 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

If we do not obtain and maintain rights to use licensed spectrum in one or more markets, we may be unable to operate in these markets, which could adversely affect the value of our spectrum licenses and we may be required to recognize an impairment of our spectrum licenses, which could have an adverse effect on our financial position and results of operations. To offer our services using licensed spectrum, we depend on our ability to acquire and maintain sufficient rights to use spectrum through ownership or leases in each of the markets in which we operate. Obtaining and maintaining the necessary amount of licensed spectrum in these markets can be a long and difficult process that can be costly and require a disproportionate amount of our resources. We may not be able to acquire, lease or maintain the spectrum necessary to operate. Additionally, other companies hold spectrum rights that could be made available for lease or sale and recently there have been many secondary market transactions among Clearwire's competitors as they seek to enhance and rationalize their spectrum portfolios. The availability of additional spectrum in the marketplace could change the market value of spectrum rights and, as a result, may adversely affect the value of our spectrum assets.

ITEM 2. Properties Our executive offices are located in Overland Park, Kansas. We believe that substantially all of our property and equipment is in good condition, subject to normal wear and tear. We believe that our current facilities have sufficient capacity to meet the projected needs of our business. The following table lists our significant leased properties and the square footage of those properties:

Approximate Size City, State (Function) (Square Feet) Bellevue, WA (administrative) 42,100 Pensacola, FL (call center) 8,500

ITEM 3. Legal Proceedings

We are involved in legal proceedings that are described in the Notes to the Consolidated Financial Statements included in this annual financial reporting package.

6 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

PART II

ITEM 6. Selected Financial Data The following selected financial data should be read in conjunction with our historical financial statements, including the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations," included elsewhere in this report.

Successor Predecessor Three Months 175 Days 190 Days Three Months Year Ended Ended Ended Ended Ended March 31, March 31, December 31, July 9, March 31, Year Ended December 31, 2015 2014 2013 2013 2013 2012 2011 2010 (in thousands) Statement of Operations Data: Revenues $ 1,107,884 $ 277,911 $ 554,884 $ 665,602 $ 318,042 $ 1,264,694 $ 1,253,466 $ 535,103 Net loss from continuing operations (456,440) (127,041) (496,431) (1,000,190) (457,377) (1,942,414) (2,910,265) (2,324,314) Net loss from continuing operations attributable to Clearwire Communications LLC (456,580) (126,961) (496,224) (999,841) (457,211) (1,939,036) (2,905,368) (2,320,403) Balance Sheet Data: Total assets $14,291,079 $ 14,498,144 $ 14,634,696 n/a n/a $ 7,669,935 $ 8,847,573 $11,205,046 Long-term debt, net 1,559,102 1,299,709 1,523,696 n/a n/a 4,271,192 4,019,605 4,017,019

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview The consolidated financial statements distinguish between the predecessor period (Predecessor) for periods prior to the Clearwire acquisition by Sprint (Sprint Acquisition) and the successor period (Successor) for the periods following the consummation of the acquisition. As a result of the valuation of assets acquired and liabilities assumed at fair value at the time of the Sprint Acquisition, the financial statements for the Successor period are presented on a measurement basis different than the Predecessor period and are, therefore, not comparable. In addition, in order to align with SoftBank Corp.’s reporting schedule, we changed our fiscal year end from December 31 to March 31, effective March 31, 2014. As a result, references herein to any fiscal year refer to the twelve-month period ending March 31 unless otherwise specifically noted. See Item 8, Note 3, Significant Transaction - Sprint Acquisition, for further discussion. We operate next generation mobile broadband networks that provide high-speed mobile Internet and residential Internet access services in communities throughout the country. Our fourth generation (4G) mobile broadband networks operate on the Worldwide Interoperability of Microwave Access technology 802.16e standard (WiMAX) and Time Division Duplex Long Term Evolution (TDD-LTE) technology. Our 4G mobile broadband networks provide a connection anywhere within our coverage area. As of the date of the Sprint Acquisition, we have deployed WiMAX technology and we are in the process of deploying 4G LTE technology using the 2.5 gigahertz (GHz) spectrum on certain sites. In addition, Sprint plans to cease using WiMAX technology by the end of calendar year 2015. Sprint has also evaluated its consolidated cell tower portfolio, including the cell towers obtained in the Sprint Acquisition, and identified certain redundant sites that they expect to no longer utilize. Lease exit costs recorded in future periods associated with these sites is expected to range between approximately $50 million to $100 million on a net present value basis. The timing of lease exit charges will be dependent upon the date the sites cease being utilized without future economic benefit. As of March 31, 2015, we offered our services primarily through Sprint. Sprint accounts for substantially all of our wholesale sales to date, and offers services in each of our 4G markets. Due to the Sprint Acquisition, we discontinued new sales of our services and devices through our retail channel. However, we continue to receive revenues and service customers who existed prior to the Sprint Acquisition. As an indirect wholly-owned subsidiary of Sprint, Sprint directs all decision making concerning the network integration, sales and marketing plans. CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

Results of Operations The Company's results of operations distinguish between a predecessor period (Predecessor) relating to Clearwire for the periods prior to the Sprint Acquisition and a successor period (Successor) for the period following the consummation of the Sprint Acquisition. The following table sets forth the consolidated results of operations. As a result of the July 9, 2013 Sprint Acquisition and in order to present Management's Discussion and Analysis in a way that offers a meaningful period to period comparison, we have combined the 2013 Predecessor results with the 2013 Successor results, on an unaudited combined basis (Combined). The unaudited Combined information for the year ended December 31, 2013 does not comply with accounting principles generally accepted in the United States (U.S. GAAP) and is not intended to represent what our consolidated results of operations would have been if the Successor had actually been formed on January 1, 2013, nor have we made any attempt to either include or exclude expenses or income that would have resulted had the Sprint Acquisition actually occurred on January 1, 2013. Variances resulting primarily from the Sprint Acquisition, on July 9, 2013 are discussed below in the appropriate sections.

Successor Combined Successor Predecessor Three Three Months 175 Days 190 Days Months Year Ended Ended Year Ended Ended Ended Ended Year Ended March 31, March 31, December 31, July 9, March 31, December 31, 2015 2014 2013 2013 2013 2013 2012 (in thousands) Revenues: Retail and other $ 511,985 $ 159,898 $ 760,633 $ 335,910 $ 424,723 $ 203,125 $ 796,225 Wholesale 595,899 118,013 459,853 218,974 240,879 114,917 468,469 Total revenues 1,107,884 277,911 1,220,486 554,884 665,602 318,042 1,264,694 Operating expenses: Cost of goods and services and network costs (exclusive of depreciation and amortization included below) 1,025,247 264,706 1,182,848 534,766 648,082 311,223 1,267,525 Selling, general and administrative expense 102,867 30,389 380,886 154,638 226,248 108,724 445,658 Depreciation 345,937 89,049 596,980 228,485 368,495 184,178 749,765 Amortization 5,119 1,354 22,900 3,864 19,036 10,169 30,926 Severance, exit costs and loss on property, plant and equipment 8,322 597 40,680 40,680 — — 131,429 Total operating expenses 1,487,492 386,095 2,224,294 962,433 1,261,861 614,294 2,625,303 Operating loss (379,608) (108,184) (1,003,808) (407,549) (596,259) (296,252) (1,360,609) Other income (expense): Interest expense, net (77,182) (18,955) (451,230) (145,598) (305,632) (140,517) (553,459) Gain (loss) on derivative instruments — — (77,765) (134) (77,631) (11,730) 2 Gain (loss) on extinguishment of debt — — 61,188 61,188 — — (11,612) Other income (expense), net 367 134 (23,262) (3,475) (19,787) (8,447) (14,936) Total other expense, net (76,815) (18,821) (491,069) (88,019) (403,050) (160,694) (580,005) Loss from continuing operations before income taxes (456,423) (127,005) (1,494,877) (495,568) (999,309) (456,946) (1,940,614) Income tax provision (17) (36) (1,744) (863) (881) (431) (1,800) Net loss from continuing operations (456,440) (127,041) (1,496,621) (496,431) (1,000,190) (457,377) (1,942,414) Less: non-controlling interests in net loss from continuing operations of consolidated subsidiaries (140) 80 556 207 349 166 3,378 Net loss from continuing operations attributable to Clearwire Communications LLC (456,580) (126,961) (1,496,065) (496,224) (999,841) (457,211) (1,939,036) Net loss from discontinued operations attributable to Clearwire Communications LLC — — — — — — (1,185) Net loss attributable to Clearwire Communications LLC $ (456,580) $ (126,961) $ (1,496,065) $ (496,224) $ (999,841) $ (457,211) $ (1,940,221)

Revenues Retail revenues are primarily generated from subscription fees for our 4G and Pre-4G services, as well as from sales of 4G devices for periods prior to the acquisition when 4G devices were sold. Wholesale revenues are primarily generated from service fees for our 4G services.

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Retail revenues for the Successor year ended March 31, 2015 decreased approximately $248.6 million compared to the Combined year ended December 2013 and decreased approximately $43.2 million during the Successor three months ended March 31, 2014 compared to the same Predecessor period in 2013 primarily due to the decision by Sprint to close our retail operations following the Sprint Acquisition. The decrease of $35.6 million in retail revenues for the Combined year ended December 31, 2013 compared to the same Predecessor period in 2012 is also due to the closing of retail operations following the Sprint Acquisition. We will continue to earn revenue from existing retail customers but expect significant declines in retail revenue as customers either migrate to the Sprint network or deactivate service in anticipation of the shutdown of the WiMAX network by the end of calendar year 2015. Wholesale revenue for the Successor year ended March 31, 2015 increased $136.0 million compared to the Combined year ended December 2013 and increased slightly during the Successor three months ended March 31, 2014 compared to the same Predecessor period in 2013 primarily as a result of spectrum use revenue recognized under the Sprint Spectrum Agreement that went into effect at the beginning of 2014. This increase was partially offset by lower revenue under usage based pricing for WiMAX services beginning in 2014 under the 4G MVNO Agreement with Sprint. Wholesale revenue decreased slightly for the Combined year ended December 31, 2013 compared to the same Predecessor period in 2012, due to the amount of the fixed pricing due from Sprint under the 4G MVNO agreement. During the Successor year ended March 31, 2015, the three months ended March 31, 2014, the Combined year ended December 31, 2013 and the Predecessor year ended December 31, 2012, wholesale revenue recorded attributable to Sprint comprised substantially all of our wholesale revenues. As part of the 4G MVNO agreement with Sprint, we agreed to usage based pricing for WiMAX services beginning in 2014, which we expect will result in a significant decline in wholesale revenues from Sprint as we switch from fixed pricing for WiMAX services. Under the 4G MVNO Agreement, Sprint paid us $925.9 million for unlimited 4G mobile WiMAX services for resale to its retail subscribers in 2012 and 2013, with approximately $600.0 million paid for services provided in 2012. Of the $925.9 million, $175.9 million was paid as an offset to principal and interest due under a $150.0 million promissory note issued by us to Sprint. As a result of the 4G MVNO Agreement, the amount of wholesale revenue from Sprint that was recognized during the Predecessor year ended December 31, 2012 was not impacted by either the number of Sprint's retail customers or by their usage during the year. 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, spectrum lease expense, cost of goods sold, cost of services and provision for excessive and obsolete equipment. Tower costs include 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 (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 includes the cost of CPE sold to subscribers, and cost of services include, among other things, costs incurred to provide 3G wireless services to our dual-mode customers. The decrease in Cost of goods and services and network costs during the Successor year ended March 31, 2015 compared to the Combined year ended December 31, 2013 and during the Successor three months ended March 31, 2014 compared to the same Predecessor period in 2013 was primarily due to discontinued new sales of our devices through our retail channels following the Sprint Acquisition. The change in Cost of goods and services and network costs during the Combined year ended December 31, 2013 compared to the same Predecessor period in 2012 resulted primarily from a decrease in tower rent costs due to lower charges incurred related to the recognition of cease-to-use liabilities during 2012. Selling, General and Administrative Expense Selling, general and administrative (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, information technology, legal, human resources, treasury and other shared services. SG&A expense decreased approximately 73.0% and 72.0% for the Successor year ended March 31, 2015 compared to the Combined year ended December 31, 2013 and Successor three months ended March 31, 2014 compared to the same Predecessor period in 2013, respectively. The decrease was primarily due to a decrease in marketing and advertising costs resulting from a winding down of advertising of the CLEAR brand combined with lower general and administrative expenses resulting from workforce reductions following the Sprint Acquisition. SG&A expense for the Combined year ended December 31, 2013 decreased approximately 14.5% compared to the same Predecessor period in 2012. The decrease was primarily due to a decrease in marketing and advertising costs during 2013

9 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued) of approximately $47.0 million resulting from a winding down of advertising of the CLEAR brand following the Sprint Acquisition. Depreciation and Amortization Depreciation and amortization expense primarily represents depreciation recorded on property, plant and equipment (PP&E), and amortization of intangible assets. The decrease during the Successor year ended March 31, 2015 compared to the Combined year ended December 31, 2013, the Successor three months ended March 31, 2014 compared to the same Predecessor period in 2013, and the Combined year ended December 31, 2013 compared to the same Predecessor period in 2012, is due primarily to the Sprint Acquisition and the recording of all of our PP&E at its estimated fair value. The fair value adjustment resulted in an overall decrease in PP&E net book value of approximately $775 million which in turn resulted in lowering the depreciation expense. The change in amortization for all periods was insignificant. Severance, Exit Costs and Loss on Property, Plant and Equipment Severance, exit costs and loss on property, plant and equipment for the Successor year ended March 31, 2015 includes lease exit costs related to lease terminations and recognition of cease-to-use liabilities for tower leases where we have provided notice to our landlords of our intention not to renew. In addition, the Successor year ended March 31, 2015 includes a $1.4 million favorable true-up adjustment to severance primarily associated with reductions in force as a result of the Sprint Acquisition. Severance, exit costs and loss on property, plant and equipment for the Successor three months ended March 31, 2014 includes severance of $0.6 million primarily associated with reductions in force as a result of the Sprint Acquisition and lease exit costs related to lease terminations and recognition of cease-to-use liabilities for tower leases where we have provided notice to our landlords of our intention not to renew. Severance, exit costs and loss on property, plant and equipment for the Successor year ended December 31, 2013 includes severance of $25.8 million primarily associated with reductions in force as a result of the Sprint Acquisition and lease exit costs related to lease termination costs and recognition of cease-to-use liabilities for tower leases where we have provided notice to our landlords of our intention not to renew of approximately $14.9 million. During the Predecessor year ended December 31, 2012 these costs were comprised primarily of loss from abandonment charges that represent the write-down of network equipment and cell site development costs as well as a provision for excessive and obsolete equipment not required to support our network deployment plans or sparing requirements, which was identified as we solidified our LTE network architecture during the first quarter of 2012 and resulted in charges of approximately $129.8 million. Interest Expense, net Interest expense, net decreased for the Successor year ended March 31, 2015 compared to the Combined year ended December 31, 2013, for the Successor three months ended March 31, 2014 compared to the same Predecessor period in 2013, as well as the Combined year ended December 31, 2013 compared to the same Predecessor period in 2012, primarily due to the retirement of debt of approximately $3.45 billion and the exchange of debt for equity of $240.0 million in the latter half of 2013. In addition, interest expense, net was impacted by the Sprint Acquisition and recording of our debt instruments at their estimated fair value. The fair value adjustment resulted in premiums on our long-term debt which when amortized, lowers our overall interest expense, net. Gain (Loss) on Derivative Instruments The loss on derivative instruments for the Combined year ended December 31, 2013 is due to the recognition of a $77.6 million loss at inception on the exchange options related to the exchangeable notes to Sprint maturing in 2018 (Sprint Notes). Other Income (Expense), net Other income (expense), net for the Successor year ended March 31, 2015 is primarily composed of miscellaneous income. Other income (expense), net for the Successor three months ended March 31, 2014 is primarily composed of gains on short-term investments combined with miscellaneous income. Other income (expense), net for the Combined year ended December 31, 2013 is primarily composed of gains recognized on the extinguishment of debt. Subsequent to the Sprint Acquisition, we repaid approximately $3.45 billion in debt resulting in the recognition of $56.3 million in gains and exchanged $240.0 million in debt for equity resulting in the recognition of $4.9 million in gains. These gains were partially offset by management fee expenses of approximately $24.2 million with Clearwire Corporation.

10 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

Other income (expense), net for the Predecessor year ended December 31, 2012 is primarily composed of losses of $10.1 million recorded in connection with the repurchase of $100.0 million in aggregate principal amount of our 8.25% exchangeable notes due 2040 (Exchangeable Notes), in March 2012 using the proceeds from the sale of an equivalent amount of Clearwire Corporation class A common stock. Also included in 2012 were management fee expenses of approximately $12.9 million with Clearwire Corporation.

Cash Flow Analysis The following table presents a summary of our cash flows and beginning and ending cash balances:

Successor Combined Successor Predecessor Three Months 175 Days 190 Days Three Months Year Ended Ended Year Ended Ended Ended Ended Year Ended March 31, March 31, December 31, July 9, March 31, December 31, 2015 2014 2013 2013 2013 2013 2012 (in thousands) Net cash (used in) provided by operating activities $ (315,771) $ 270,411 $ (964,857) $ (623,842) $ (341,015) $ (105,045) $ (454,510) Net cash (used in) provided by investing activities (10,243) (5,333) 472,294 350,277 122,017 13,551 (571,176) Net cash provided by (used in) financing activities 297,787 (215,167) 299,251 79,405 219,846 70,156 325,278

Operating Activities Net cash used in operating activities of $315.8 million decreased $649.1 million for the Successor year ended March 31, 2015 compared to the Combined year ended December 31, 2013. This decrease in cash used in operating activities for the Successor year ended March 31, 2015 compared to the Combined year ended December 31, 2013 is due to decreased interest paid of $368.9 million, which was primarily due to retiring $2.95 billion of senior secured notes maturing in 2015 and $500.0 million of second priority secured notes maturing in 2017 and exchanging 160,000,800 shares of Clearwire Corporation Class B common stock and our Class B common interest for $240.0 million of exchangeable notes to Sprint maturing in 2018 in the second half of 2013. In addition, we also had decreased vendor and labor-related payments of $277.8 million due to reduced operations after the Sprint Acquisition. These decreases were offset by decreased cash received from customers of $176.7 million due to the closing of retail operations after the Sprint Acquisition. In addition, the Combined year ended December 31, 2013 included $179.7 million of call redemption premiums paid primarily due to retiring $2.95 billion of senior secured notes maturing in 2015 and $500.0 million of second priority secured notes maturing in 2017. Net cash provided by operating activities was $270.4 million for the Successor three months ended March 31, 2014 compared to net cash used in operating activities of $105.0 million for the same Predecessor period in 2013, which resulted in a favorable increase of $375.4 million. This increase is due to increases in deferred revenue of $270.7 million primarily due to cash received associated with the Sprint Spectrum Agreement and decreases in vendor and labor-related payments of $154.5 million due to reduced operations after the Sprint Acquisition. These increases were partially offset by decreases in cash received from customers of $49.8 million due the closing of retail operations after the Sprint Acquisition. Net cash used in operating activities increased approximately $510.3 million for the Combined year ended December 31, 2013 compared to the same Predecessor period in 2012 due primarily to an increase in accounts receivable balances, decrease in deferred revenues and a decrease in accounts payable and other liabilities. During the first quarter of 2012, we received a $150.0 million payment from Sprint, which was recorded as a deferred revenue. Investing Activities During the Successor year ended March 31, 2015 net cash used in investing activities was $10.2 million compared to net cash provided by investing activities of $472.3 million for the Combined year ended December 31, 2013, which resulted in a decrease of $482.5 million. The decrease was primarily due to no available-for-sale security purchases and dispositions in the Successor year ended March 31, 2015 as compared to net receipts related to purchases and dispositions of available-for-sale securities of $672.7 million for the Combined year ended December 31, 2013. This decline was partially offset by reduced payments for property, plant and equipment of $193.1 million for the Successor year ended March 31, 2015 compared to the Combined year ended December 31, 2013. During the Successor three months ended March 31, 2014 net cash used in investing activities was $5.3 million compared to net cash provided by investing activities of $13.6 million for the same Predecessor period in 2013, which resulted in a decrease of $18.9 million. This change was primarily due to no available-for-sale securities purchases and dispositions in

11 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued) the Successor three months ended March 31, 2014 due to the Sprint Acquisition as compared to net receipts related to purchases and dispositions of available-for-sale securities of $49.5 million for the same Predecessor period in 2013. This decline in net receipts related to purchases and dispositions of available-for-sale securities was partially offset by reduced payments for property, plant and equipment of $30.5 million for the Successor three months ended March 31, 2014 compared to the same Predecessor period in 2013. During the Combined year ended December 31, 2013, net cash provided by investing activities increased $1.04 billion compared to the same Predecessor period in 2012. This change is due primarily to a $1.13 billion decrease in net purchases, year over year, of available-for-sale securities that were invested in short-term investments consisting principally of United States Government and Agency Issues. This was partially offset by an increase, year over year, in cash paid for PP&E of approximately $90.2 million. Financing Activities Net cash provided by financing activities of $297.8 million during the Successor year ended March 31, 2015 primarily consisted of receipts of $343.0 million related to the Sprint Credit Agreement, which were partially offset by debt payments of $45.2 million. During the Successor three months ended March 31, 2014 net cash used in financing activities was $215.2 million compared to net cash provided by financing activities of $70.2 million for the same Predecessor period in 2013, which resulted in a decrease of $285.4 million. The Successor three months ended March 31, 2014 primarily consisted of a $200.0 million payment on the Sprint Credit Agreement. The Predecessor three months ended March 31, 2013 primarily consisted of an $80.0 million receipt for Sprint Notes in connection with the Merger Agreement. Net cash provided by financing activities decreased $26.0 million for the Combined year ended December 31, 2013 compared to the same Predecessor period in 2012. During the Combined year ended December 31, 2013, we received approximately $3.25 billion in cash contributions from Sprint for purposes of debt repayments and took draws on the Sprint Notes and the Sprint Credit Agreement of $240.0 million and $315.5 million, respectively. These were partially offset by debt repayments of $3.68 billion. During the same Predecessor period in 2012, we received proceeds of $294.8 million from issuance of the 2016 Senior Secured Notes and proceeds of approximately $58.5 million for the sale of Clearwire Corporation Class A common stock, which was then contributed to Clearwire Communications. Contractual Obligations The contractual obligations of our continuing operations presented in the table below represent our estimates of future cash payments under fixed contractual obligations and commitments as of March 31, 2015. Changes in our business needs or interest rates, as well as actions by third parties and other factors, may cause these estimates to change. Because these estimates are complex and necessarily subjective, our actual cash payments in future periods are likely to vary from those presented in the table. The following table summarizes our contractual obligations including principal and interest payments under our debt obligations, payments under our spectrum lease obligations assuming renewals, and other contractual obligations as of March 31, 2015:

Less Than Contractual Obligations Total 1 Year 1 - 3 Years 3 - 5 Years Over 5 Years (in thousands) Long-term debt obligations(1) $ 1,392,768 $ 5,055 $ 758,479 $ — $ 629,234 Interest payments on long-term debt obligations(1) 1,493,277 119,903 179,402 103,824 1,090,148 Operating lease obligations 2,234,197 360,180 710,862 633,084 530,071 Spectrum lease obligations 6,634,658 191,230 409,644 426,867 5,606,917 Spectrum service credits and signed spectrum agreements 90,121 2,779 5,558 5,558 76,226 Capital lease obligations(2) 136,875 42,094 54,462 17,654 22,665 Purchase agreements(3) 204,481 44,381 151,418 8,119 563 Total $ 12,186,377 $ 765,622 $ 2,269,825 $ 1,195,106 $ 7,955,824 ______(1) Principal and interest payments beyond 2017 represent potential principal and interest payment of the Exchangeable Notes beyond the expected repayment in 2017. (2) Includes $28.0 million representing interest. (3) Purchase agreements include purchase commitments with take-or-pay obligations and/or volume commitments for equipment that are non-cancelable and minimum purchases we have committed to purchase from suppliers over time for goods and services regardless of whether suppliers fully deliver them. They include, among other things, agreements for backhaul and IT related and other services. The amounts actually paid under some of these “other” agreements will likely be higher than the minimum commitments due to variable components of these agreements. 12 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

In addition, we are party to various arrangements that are conditional in nature and create an obligation to make payments only upon the occurrence of certain events, such as the actual delivery and acceptance of products or services. Because it is not possible to predict the timing or amount that may be due under these conditional arrangements, no such amounts have been included in the table above. The table above also excludes blanket purchase order amounts where the orders are subject to cancellation or termination at our discretion or where the quantity of goods and services to be purchased or the payment terms are unknown because such purchase orders are not firm commitments. We do not have any obligations that meet the definition of an off-balance-sheet arrangement that have or are reasonably likely to have a material effect on our consolidated financial statements.

Liquidity and Capital Resource Requirements During the Predecessor 190 days ended July 9, 2013 and the Successor 175 days ended December 31, 2013, we incurred $1.0 billion and $496.4 million, respectively, of net losses from continuing operations. During the Successor three months ended March 31, 2014 and Successor year ended March 31, 2015 we incurred $127.0 million and $456.4 million of net losses from continuing operations, respectively. During these same time periods we utilized $341.0 million, utilized $623.8 million, generated $270.4 million and utilized $315.8 million, respectively, of cash from operating activities of continuing operations and spent $76.8 million, $126.3 million, $7.0 million and $10.1 million, respectively, of cash on capital expenditures for the deployment of our TDD-LTE network and improvement and maintenance of our existing network. We have a history of operating losses, and we expect to have significant losses in the future. We do not expect our operations to generate cumulative positive cash flows during the next twelve months. We expect to meet our funding needs for the near future through our cash receipts from our mobile WiMAX services from our existing retail customers and wholesale business, other than Sprint, and Sprint under the 2011 November 4G MVNO Amendment. Additionally, we anticipate receiving funds from Sprint for its use of our TDD-LTE network under the 2011 November 4G MVNO Amendment, the use of additional spectrum by Sprint under our spectrum agreement with Sprint and the Sprint Credit Agreement (See Note 4, Related Party Transactions). As an indirect wholly-owned subsidiary of Sprint, to the extent we are not able to fund our business through our retail and wholesale revenue streams, we expect to receive funding for any shortfall from available sources, including the Sprint Credit Agreement such that we will continue to be a going concern for at least the next twelve months.

Critical Accounting Policies and Estimates We apply those accounting policies that management believes best reflect the underlying business and economic events, consistent with U.S. GAAP. Our more critical accounting policies include valuation and recoverability of long-lived assets and evaluation of goodwill and indefinite-lived assets for impairment. Inherent in such policies are certain key assumptions and estimates made by management. Management regularly updates its estimates used in the preparation of the financial statements based on its latest assessment of the current and projected business and general economic environment. Our significant accounting policies and estimates are summarized in the Notes to the Consolidated Financial Statements. Valuation and Recoverability of Long-lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized if the carrying amount of a long-lived asset or asset group is not recoverable and exceeds its fair value. Long-lived asset groups were determined based upon certain factors including assessing the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Impairment analyses, when performed, are based on our current business and technology strategy, views of growth rates for our business, anticipated future economic and regulatory conditions and expected technological availability. If we experience significant operational challenges and the Sprint Credit Agreement availability is reduced or no longer available, future cash flows of the Company may not be sufficient to recover the carrying value and we could record asset impairments that are material to our consolidated results of operations and financial condition. In addition to the analysis described above, certain assets that have not yet been deployed in the business, including network equipment, cell site development costs and software in development will be expensed if events or changes in circumstances cause us to conclude the assets are no longer needed to meet management's strategic plans and are no longer probable of being deployed. Evaluation of Goodwill and Indefinite-Lived Intangible Assets for Impairment As a result of the Sprint Acquisition and the remeasurement of assets acquired and liabilities assumed in connection with the transaction, we recognized indefinite-lived assets at their acquisition-date estimates of fair value, including spectrum 13 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued) licenses and goodwill of approximately $11.9 billion and $601.8 million, respectively. The estimated fair values were determined based on numerous assumptions and estimates. We have identified the spectrum licenses as indefinite-lived intangible assets after considering the expected use of the assets, the regulatory and economic environment within which they are being used, and the effects of obsolescence on their use. The acquisition-date fair value of Sprint and Clearwire's spectrum licenses was estimated using the Greenfield direct value method, which approximates fair value through estimating the discounted future cash flows of a hypothetical start-up business. Assumptions key in estimating fair value under this method include, but are not limited to, capital expenditures, subscriber activations and deactivations, revenues and expenses, market share achieved, tax rates in effect and discount rate. To estimate the acquisition-date fair value of Clearwire's spectrum licenses pushed-down as a result of the Sprint Acquisition, a market approach was used. We evaluate the carrying value of our indefinite-lived intangible assets, including goodwill, at least annually or more frequently whenever events or changes in circumstances indicate that the asset may be impaired, or in the case of goodwill, that the fair value of the reporting unit is below its carrying amount. The Company has the option to perform a qualitative assessment in order to determine if it is more likely than not that the indefinite-lived intangible assets is impaired. If the Company bypasses the qualitative assessment, or if the qualitative assessment indicates that it is more likely than not that the asset is impaired, the Company performs a quantitative assessment which consists of a comparison of the fair value of the asset to its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized equal to that excess. Additionally, a qualitative assessment may be performed for goodwill to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying amount including goodwill. If the Company chooses to not perform a qualitative assessment, or the qualitative assessment indicates that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a two-step approach is used to test goodwill for potential impairment. The first step compares the fair value of a reporting unit, estimated using a market approach or a discounted cash flow method, with its carrying amount including goodwill. The determination of the fair value of the reporting unit requires significant estimates and assumptions, including significant unobservable inputs. Changes in certain assumptions could have a significant impact to the estimated fair value of the reporting unit. If fair value of the reporting unit is less than the carrying value, a second step is performed, which compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value, an impairment loss is recognized equal to that excess. The determination of fair value requires considerable judgment and is highly sensitive to changes in underlying assumptions. Consequently, there can be no assurance that the estimates and assumptions made for the purposes of the goodwill and spectrum licenses impairment tests will prove to be accurate predictions of the future. Differences in our forecasted cash flows, operating results, growth rates, capital expenditures, cost of capital, discount rates and other assumptions as compared to the estimates utilized for the purpose of valuing indefinite-lived intangible assets and goodwill as a result of the Sprint Acquisition, as well as a significant adverse change in legal factors or in the business climate, and /or a significant decline in our parent company’s stock price and related market capitalization, could affect the results of our impairment assessment and potentially lead to a future material impairment of our indefinite-lived intangible assets, including goodwill.

Recent Accounting Pronouncements In April 2014, the Financial Accounting Standards Board (FASB) issued authoritative guidance regarding Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The updated guidance defines discontinued operations as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. Additionally, the disclosure requirements for discontinued operations were expanded and new disclosures for individually significant dispositions that do not qualify as discontinued operations are required. The guidance is effective prospectively for fiscal years and interim reporting periods within those years beginning after December 15, 2014, with early adoption permitted for transactions that have not been reported in financial statements previously issued or available for issuance. The standard will be effective for the Company's fiscal year beginning April 1, 2015 and will be applied to relevant future transactions. In May 2014, the FASB issued new authoritative literature, Revenue from Contracts with Customers. The issuance is part of a joint effort by the FASB and the International Accounting Standards Board (IASB) to enhance financial reporting by creating common revenue recognition guidance for U.S. GAAP and IFRS and, thereby, improving the consistency of requirements, comparability of practices and usefulness of disclosures. The new standard will supersede much of the existing

14 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued) authoritative literature for revenue recognition. The standard and related amendments will be effective for the Company for its annual reporting period beginning April 1, 2017, including interim periods within that reporting period. Early application is not permitted. Entities are allowed to transition to the new standard by either recasting prior periods or recognizing the cumulative effect. The Company is currently evaluating the newly issued guidance, including which transition approach will be applied and the estimated impact it will have on our consolidated financial statements. In August 2014, the FASB issued authoritative guidance regarding Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. The updated guidance requires management to perform interim and annual assessments on whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related disclosures, if required. The standard will be effective for the Company’s fiscal year ending March 31, 2017, although early adoption is permitted. The Company does not expect the adoption of this guidance to have a material effect on our consolidated financial statements. In January 2015, the FASB issued authoritative guidance on Extraordinary and Unusual Items, eliminating the concept of extraordinary items. The issuance is part of the FASB’s initiative to reduce complexity in accounting standards. Under the current guidance, an entity is required to separately classify, present and disclose events and transactions that meet the criteria for extraordinary classification. Under the new guidance, reporting entities will no longer be required to consider whether an underlying event or transaction is extraordinary, however, presentation and disclosure guidance for items that are unusual in nature or occur infrequently was retained and expanded to include items that are both unusual in nature and infrequently occurring. The amendments are effective for the Company’s fiscal year beginning April 1, 2016, although early adoption is permitted if applied from the beginning of a fiscal year. The Company does not expect the adoption of this guidance to have a material effect on our consolidated financial statements. In April 2015, the FASB issued authoritative guidance regarding Interest - Imputation of Interest, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance is effective for fiscal years and interim reporting periods within those years beginning after December 31, 2015, with early adoption permitted. The standard will be effective for the Company’s fiscal year beginning April 1, 2016. The Company does not expect the adoption of this guidance to have a material effect on our consolidated financial statements. Forward-Looking Statements Statements and information included in this annual financial reporting package 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 annual financial reporting package 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 impact our actual 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 Item 1A, Risk Factors, and elsewhere in this report.

15 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. Our primary interest rate risk is associated with our variable rate Vendor Financing Notes and our variable rate Sprint Credit Agreement. At March 31, 2015, we had $5.1 million and $458.5 million aggregate principal outstanding of Vendor Financing Notes and Sprint Credit Agreement, respectively, whose interest rate resets quarterly based on the 3-month LIBOR rate. A 1% increase in the 3-month LIBOR rate would increase interest expense over the next twelve month period by approximately $3.6 million. We have long-term fixed-rate debt with a book value of $1.02 billion and $108.8 million of fixed-rate capital lease obligations, respectively, outstanding at March 31, 2015. While changes in interest rates or our credit spread impact the fair value of this fixed rate debt, there is no impact to earnings and cash flows as the rate paid does not change if market interest rates or credit spreads change. The Exchangeable Notes, with a carrying value of $668.5 million at March 31, 2015, have a maturity of 2040; however, it is likely the notes would be held no longer than December 1, 2017, the date that we have the option to redeem the Exchangeable Notes at par and the noteholders may require us to repurchase the Exchangeable Notes at par. As of March 31, 2015, we held $9.5 million in cash equivalents and no available-for-sale short-term investments.

16 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

ITEM 8. Financial Statements INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditors' Report 18

Consolidated Balance Sheets as of March 31, 2015 and 2014 19 Consolidated Statements of Operations for the year ended March 31, 2015 (Successor), three months ended March 31, 2014 (Successor), 175 days ended December 31, 2013 (Successor), 190 days ended July 9, 2013 (Predecessor), unaudited three months ended March 31, 2013 (Predecessor), and the year ended December 31, 2012 (Predecessor) 20 Consolidated Statements of Comprehensive Loss for the year ended March 31, 2015 (Successor), three months ended March 31, 2014 (Successor), 175 days ended December 31, 2013 (Successor), 190 days ended July 9, 2013 (Predecessor), unaudited three months ended March 31, 2013 (Predecessor), and the year ended December 31, 2012 (Predecessor) 21 Consolidated Statements of Cash Flows for the year ended March 31, 2015 (Successor), three months ended March 31, 2014 (Successor), 175 days ended December 31, 2013 (Successor), 190 days ended July 9, 2013 (Predecessor), unaudited three months ended March 31, 2013 (Predecessor), and the year ended December 31, 2012 (Predecessor) 22 Consolidated Statements of Members' Equity for the year ended March 31, 2015 (Successor), three months ended March 31, 2014 (Successor), 175 days ended December 31, 2013 (Successor), 190 days ended July 9, 2013 (Predecessor) and the year ended December 31, 2012 (Predecessor) 23 Notes to Consolidated Financial Statements 24

17 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Members of Clearwire Communications LLC Overland Park, Kansas

We have audited the accompanying consolidated financial statements of Clearwire Communications LLC and its subsidiaries (the "Company"), which comprise the consolidated balance sheets as of March 31, 2015 and 2014 (Successor Dates), and the related consolidated statements of operations, comprehensive loss, cash flows, and members' equity for the year ended March 31, 2015 (Successor Period), the three months ended March 31, 2014 (Successor Period), the 175 day period ended December 31, 2013 (Successor Period), the 190 day period ended July 9, 2013 (Predecessor Period) and the year ended December 31, 2012 (Predecessor Period), and the related notes to the consolidated financial statements (the "consolidated financial statements"). Management's Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Clearwire Communications LLC and its subsidiaries as of March 31, 2015 and 2014 (Successor Dates), and the results of their operations and their cash flows for the year ended March 31, 2015 (Successor Period), the three months ended March 31, 2014 (Successor Period), the 175 day period ended December 31, 2013 (Successor Period), the 190 day period ended July 9, 2013 (Predecessor Period) and the year ended December 31, 2012 (Predecessor Period) in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter As discussed in Note 1 to the consolidated financial statements, effective July 9, 2013, Sprint Nextel Corporation (now known as Sprint Communications, Inc.) acquired all of the outstanding shares of Class A and Class B common stock of Clearwire Communications LLC’s parent, Clearwire Corporation, in a business combination accounted for as a purchase. As a result of the acquisition, the consolidated financial information for the Successor periods after the acquisition is presented on a different cost basis than that for the Predecessor periods before the acquisition and applies the accounting policies of the parent and, therefore, is not comparable. Our opinion is not modified with respect to this matter.

/s/ Deloitte & Touche LLP

Kansas City, Missouri June 26, 2015

18 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

March 31, March 31, 2015 2014 (in thousands) ASSETS Current assets: Cash and cash equivalents $ 21,794 $ 50,021 Restricted cash 258 258 Accounts and notes receivable, net of allowance of $480, and $1,200 57,095 17,110 Inventory 1,013 2,679 Prepaid expenses and other assets 77,265 57,793 Total current assets 157,425 127,861 Property, plant and equipment, net 751,950 1,090,843 Intangible assets: Spectrum licenses, net 11,884,150 11,884,150 Goodwill 601,778 433,480 Definite-lived intangible assets, net 859,233 931,531 Other assets 36,543 30,279 Total assets $ 14,291,079 $ 14,498,144 LIABILITIES AND MEMBERS' EQUITY Current liabilities: Accounts payable $ 72,361 $ 130,888 Accrued expenses and other current liabilities 359,023 510,200 Current portion of long-term debt and capital lease obligations 37,900 45,211 Total current liabilities 469,284 686,299 Long-term debt and capital lease obligations 1,559,102 1,299,709 Other long-term liabilities 582,267 580,665 Total liabilities 2,610,653 2,566,673 Commitments and contingencies Members' Equity: Class A members' equity 6,394,098 6,261,323 Class B members' equity 6,375,267 6,302,647 Accumulated other comprehensive loss (80) (80) Accumulated deficit (1,079,765) (623,185) Total Clearwire Communications LLC members’ equity 11,689,520 11,940,705 Non-controlling interests (9,094) (9,234) Total members' equity 11,680,426 11,931,471 Total liabilities and members' equity $ 14,291,079 $ 14,498,144

See accompanying notes to consolidated financial statements, including Note 4. Related Party Transactions.

19 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS

Successor Predecessor Three Months 175 Days 190 Days Three Months Year Ended Ended Ended Ended Ended Year Ended March 31, March 31, December 31, July 9, March 31, December 31, 2013 2015 2014 2013 2013 (Unaudited) 2012 (in thousands) Revenues $ 1,107,884 $ 277,911 $ 554,884 $ 665,602 $ 318,042 $ 1,264,694 Operating expenses: Cost of goods and services and network costs (exclusive of depreciation and amortization included below) 1,025,247 264,706 534,766 648,082 311,223 1,267,525 Selling, general and administrative expense 102,867 30,389 154,638 226,248 108,724 445,658 Depreciation 345,937 89,049 228,485 368,495 184,178 749,765 Amortization 5,119 1,354 3,864 19,036 10,169 30,926 Severance, exit costs and loss on property, plant and equipment 8,322 597 40,680 — — 131,429 Total operating expenses 1,487,492 386,095 962,433 1,261,861 614,294 2,625,303 Operating loss (379,608) (108,184) (407,549) (596,259) (296,252) (1,360,609) Other income (expense): Interest expense, net (77,182) (18,955) (145,598) (305,632) (140,517) (553,459) Gain (loss) on derivative instruments — — (134) (77,631) (11,730) 2 Gain (loss) on extinguishment of debt — — 61,188 — — (11,612) Other income (expense), net 367 134 (3,475) (19,787) (8,447) (14,936) Total other expense, net (76,815) (18,821) (88,019) (403,050) (160,694) (580,005) Loss from continuing operations before income taxes (456,423) (127,005) (495,568) (999,309) (456,946) (1,940,614) Income tax provision (17) (36) (863) (881) (431) (1,800) Net loss from continuing operations (456,440) (127,041) (496,431) (1,000,190) (457,377) (1,942,414) Less: non-controlling interests in net loss from continuing operations of consolidated subsidiaries (140) 80 207 349 166 3,378 Net loss from continuing operations attributable to Clearwire Communications LLC (456,580) (126,961) (496,224) (999,841) (457,211) (1,939,036) Net loss from discontinued operations attributable to Clearwire Communications LLC — — — — — (1,185) Net loss attributable to Clearwire Communications LLC $ (456,580) $ (126,961) $ (496,224) $ (999,841) $ (457,211) $(1,940,221)

See accompanying notes to consolidated financial statements, including Note 4. Related Party Transactions.

20 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Successor Predecessor Three Months 175 Days 190 Days Three Months Year Ended Ended Ended Ended Ended Year Ended March 31, March 31, December 31, July 9, March 31, December 31, 2013 2015 2014 2013 2013 (Unaudited) 2012 (in thousands) Net loss: Net loss from continuing operations $ (456,440) $ (127,041) $ (496,431) $ (1,000,190) $ (457,377) $ (1,942,414) Less: non-controlling interests in net loss from continuing operations of consolidated subsidiaries (140) 80 207 349 166 3,378 Net loss from continuing operations attributable to Clearwire Communications LLC (456,580) (126,961) (496,224) (999,841) (457,211) (1,939,036) Net loss from discontinued operations attributable to Clearwire Communications LLC — — — — — (1,185) Net loss attributable to Clearwire Communications LLC (456,580) (126,961) (496,224) (999,841) (457,211) (1,940,221) Other comprehensive income (loss): Unrealized foreign currency gains (losses) during the period — — (80) 43 44 (464) Less: reclassification adjustment of foreign currency gains to net loss (8,739) Unrealized investment holding gains (losses) during the period — — — (35) (1) 56 Less: reclassification adjustment of investment holding gains to net loss — — — — — — Other comprehensive income (loss) — — (80) 8 43 (9,147) Less: non-controlling interests in other comprehensive income of consolidated subsidiaries — — — — — 673 Other comprehensive income (loss) attributable to Clearwire Communications LLC — — (80) 8 43 (8,474) Comprehensive loss: Comprehensive loss (456,440) (127,041) (496,511) (1,000,182) (457,334) (1,952,746) Less: non-controlling interests in comprehensive loss of consolidated subsidiaries (140) 80 207 349 166 4,051 Comprehensive loss attributable to Clearwire Communications LLC $ (456,580) $ (126,961) $ (496,304) $ (999,833) $ (457,168) $ (1,948,695)

See accompanying notes to consolidated financial statements, including Note 4. Related Party Transactions.

21 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

Successor Predecessor Three Months 175 Days 190 Days Three Months Year Ended Ended Ended Ended Ended Year Ended March 31, March 31, March 31, December 31, July 9, 2013 December 31, 2015 2014 2013 2013 (Unaudited) 2012 (in thousands) Cash flows from operating activities: Net loss from continuing operations $ (456,440) $ (127,041) $ (496,431) $ (1,000,190) $ (457,377) $ (1,942,414) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Non-cash loss (gain) on derivative instruments — — 134 77,631 11,730 (2) (Amortization of premium)/accretion of discount on debt (45,705) (11,195) (48,006) 36,832 11,323 41,386 Depreciation and amortization 351,056 90,403 232,349 387,531 194,347 780,691 Amortization of spectrum leases 40,509 10,127 20,199 27,618 13,212 54,328 Non-cash rent expense 193,987 53,828 86,713 71,183 39,679 196,767 Call premium paid on debt redemption — — (179,719) — — — Loss on property, plant and equipment — — 5,271 4,367 — 155,668 (Gain) loss on extinguishment of debt — — (61,188) — — 11,612 Other non-cash activities, net (25) (8) (3) 20,973 9,644 32,674 Changes in assets and liabilities: Inventory 1,666 3,988 7,293 (10,057) (5,269) 11,200 Accounts and notes receivable (41,235) (8,855) (65,794) 6,893 844 39,911 Prepaid expenses and other assets (24,461) 3,201 15,187 (64,066) 3,971 8,683 Prepaid spectrum licenses — — — — — 1,904 Deferred revenue (15,029) 234,143 27,531 39,227 (36,630) 170,455 Accounts payable, accrued expenses and other liabilities (320,094) 21,820 (167,378) 61,043 109,481 (14,373) Net cash (used in) provided by operating activities of continuing operations (315,771) 270,411 (623,842) (341,015) (105,045) (451,510) Net cash (used in) provided by operating activities of discontinued operations — — — — — (3,000) Net cash (used in) provided by operating activities (315,771) 270,411 (623,842) (341,015) (105,045) (454,510) Cash flows from investing activities: Payments to acquire property, plant and equipment (10,133) (7,022) (126,340) (76,843) (37,510) (112,997) Purchases of available-for-sale investments — — — (501,814) (249,988) (1,797,787) Disposition of available-for-sale investments — — 475,064 699,450 299,450 1,339,078 Other investing activities (110) 1,689 1,553 1,224 1,599 (655) Net cash (used in) provided by investing activities of continuing operations (10,243) (5,333) 350,277 122,017 13,551 (572,361) Net cash (used in) provided by investing activities of discontinued operations — — — — — 1,185 Net cash (used in) provided by investing activities (10,243) (5,333) 350,277 122,017 13,551 (571,176) Cash flows from financing activities: Principal payments on long-term debt (45,213) (215,167) (3,479,429) (20,353) (9,844) (26,985) Proceeds from issuance of long-term debt 343,000 — 315,479 240,000 80,000 300,000 Debt financing fees — — (1,418) — — (6,205) Members' cash contributions — — 3,244,773 199 — 58,468 Net cash provided by (used in) financing activities 297,787 (215,167) 79,405 219,846 70,156 325,278 Effect of foreign currency exchange rates on cash and cash equivalents — — (79) 58 3 107 Net (decrease) increase in cash and cash equivalents (28,227) 49,911 (194,239) 906 (21,335) (700,301) Cash and cash equivalents, beginning of period 50,021 110 194,349 193,443 193,443 893,744 Cash and cash equivalents, end of period $ 21,794 $ 50,021 $ 110 $ 194,349 $ 172,108 $ 193,443 Supplemental cash flow disclosures: Cash paid for interest including capitalized interest paid $ 124,172 $ 341 $ 236,893 $ 256,227 $ 338 $ 505,913 Non-cash investing activities: Fixed asset purchases in accounts payable and accrued expenses $ 147 $ 4,142 $ 7,995 $ 18,337 $ 17,558 $ 20,795 Fixed asset purchases financed by long-term debt $ — $ — $ 44,101 $ 50,126 $ 19,287 $ 36,229 Non-cash financing activities: Equity transactions associated with the Sprint Acquisition $ 205,395 $ — $ — $ — $ — $ — Vendor financing obligations $ — $ — $ — $ (11,128) $ (9,474) $ (4,644) Capital lease obligations $ — $ — $ (44,101) $ (38,998) $ (9,813) $ (31,585) Class A members' equity units issued for repayment of long-term debt $ — $ — $ — $ — $ — $ 88,456 Repayment of long-term debt through issuances of Class A members' equity units $ — $ — $ — $ — $ — $ (88,456) Class B members' equity units issued for repayment of long-term debt $ — $ — $ 194,493 $ — $ — $ — Repayment of long-term debt through issuances of Class B members' equity units $ — $ — $ (194,493) $ — $ — $ —

See accompanying notes to consolidated financial statements, including Note 4. Related Party Transactions.

22 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY

Class A Class B Members' Equity Members' Equity Accumulated Other Non- Total Comprehensive Accumulated controlling Members’ Units Amounts Units Amounts Income (Loss) Deficit Interests Equity (in thousands) Predecessor: Balances at December 31, 2011 452,215 $ 2,668,404 917,116 $ 7,923,147 $ 8,464 $ (6,791,374) $ (4,547) $ 3,804,094 Net loss from continuing operations — — — — — (1,939,036) (3,378) (1,942,414) Net loss from discontinued operations — — — — — (1,185) — (1,185) Foreign currency translation adjustment — — — — (8,530) — (673) (9,203) Unrealized gain on investments — — — — 56 — — 56 Issuance of member units, net of issuance costs, and other capital transactions 239,100 984,699 (143,383) (831,903) — — — 152,796 Share-based compensation and other transactions — 28,143 — 723 — — — 28,866 Balances at December 31, 2012 691,315 $ 3,681,246 773,733 $ 7,091,967 $ (10) $ (8,731,595) $ (8,598) $ 2,033,010 Net loss from operations — — — — — (999,841) (349) (1,000,190) Foreign currency translation adjustment — — — — 42 — — 42 Unrealized loss on investments — — — — (34) — — (34) Issuance of member units, net of issuance costs, and other capital transactions 131,882 319,614 (123,145) — — — — 319,614 Share-based compensation and other transactions — 23,104 — (2,132) — — — 20,972 Balances at July 9, 2013 823,197 $ 4,023,964 650,588 $ 7,089,835 $ (2) $ (9,731,436) $ (8,947) $ 1,373,414 Successor: Balances at July 10, 2013 823,197 $ 6,261,323 650,588 $ 2,862,587 $ — $ — $ (8,947) $ 9,114,963 Net loss from operations — — — — — (496,224) (207) (496,431) Foreign currency translation adjustment — — — — (80) — — (80) Issuance of member units, net of issuance costs, and other capital transactions — — 808,955 3,440,060 — — — 3,440,060 Balances at December 31, 2013 823,197 $ 6,261,323 1,459,543 $ 6,302,647 $ (80) $ (496,224) $ (9,154) $ 12,058,512 Net loss from operations — — — — — (126,961) (80) (127,041) Balances at March 31, 2014 823,197 $ 6,261,323 1,459,543 $ 6,302,647 $ (80) $ (623,185) $ (9,234) $ 11,931,471 Net loss from operations — — — — — (456,580) 140 (456,440) State tax adjustment associated with the Sprint Acquisition — 91,678 — 72,620 — — — 164,298 Settlement of equity awards in connection with the Sprint Acquisition — 41,097 — — — — — 41,097 Balances at March 31, 2015 823,197 $ 6,394,098 1,459,543 $ 6,375,267 $ (80) $ (1,079,765) $ (9,094) $ 11,680,426

See accompanying notes to consolidated financial statements.

23 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business On December 17, 2012, Clearwire Corporation, the parent company of Clearwire Communications LLC, entered into an Agreement and Plan of Merger with Sprint Nextel Corporation (as amended, the Merger Agreement) pursuant to which Sprint Nextel Corporation agreed to acquire all of the outstanding shares of Clearwire Corporation Class A and Class B common stock, not currently owned by Sprint Nextel Corporation, SoftBank Corp. (SoftBank), or their affiliates. The acquisition (Sprint Acquisition), closed on July 9, 2013 (the Acquisition Date). We are now an indirect wholly-owned subsidiary of Sprint Communications, Inc., formerly known as Sprint Nextel Corporation (Sprint) and an indirect wholly- owned subsidiary of Sprint Corporation. At the closing, the outstanding shares of Clearwire Corporation common stock were converted automatically into the right to receive $5.00 per share in cash, without interest (Merger Consideration). On July 10, 2013, SoftBank completed the merger of Sprint (SoftBank Merger). As a result of the SoftBank Merger and the application of acquisition method of accounting applied by Sprint, the consideration transferred by SoftBank has been allocated to the Sprint assets acquired and liabilities assumed based on their estimated fair values as of July 10, 2013, inclusive of the Sprint Acquisition. In addition, in order to align with SoftBank’s reporting schedule we changed our fiscal year end from December to March 31, effective March 31, 2014. References herein to any fiscal year refer to the twelve-month period ending March 31 unless otherwise specifically noted. As a result of the Sprint Acquisition and the resulting change in ownership and control, the acquisition method of accounting was applied by Sprint and pushed-down to us resulting in a new basis of presentation based on the estimated fair values of our assets and liabilities for the successor period beginning as of the day following the consummation of the Sprint Acquisition. As of March 31, 2015, we offered our services primarily through Sprint. Sprint accounts for substantially all of our wholesale sales to date, and offers services in each of our 4G markets. Subsequent to the Sprint Acquisition, we discontinued new sales of our services and devices through our retail channel. However, we continue to receive revenues and service to customers who existed prior to the Sprint Acquisition and will continue to do so until those customers either migrate to the Sprint network or deactivate service in anticipation of the shutdown of the WiMAX network, which is expected to occur by the end of calendar year 2015. Liquidity We have a history of operating losses, and we expect to have significant losses in the future. We do not expect our operations to generate cumulative positive cash flows during the next twelve months. We expect to meet our funding needs for the near future through our cash receipts from our mobile WiMAX services provided to our existing retail customers and wholesale business, other than Sprint, and Sprint under the November 2011 4G mobile virtual network operator (MVNO) Amendment until the existing customers either migrate to the Sprint network or deactivate service in anticipation of the shutdown of the WiMAX network, which is expected to occur by the end of 2015. Additionally, we are receiving funds from Sprint for its use of our TDD-LTE network under the November 2011 4G MVNO Amendment, for the use of additional spectrum by Sprint under our spectrum agreement with Sprint and from proceeds under the Sprint Credit Agreement (See Note 4, Related Party Transactions). After the shutdown of the WiMAX network, we expect this additional funding to be sufficient to meet the funding needs for the near future. As an indirect wholly-owned subsidiary of Sprint, to the extent we are not able to fund our business through our retail and wholesale revenue streams, we expect to receive funding for any shortfall from available sources, including the Sprint Credit Agreement such that we will continue to be a going concern for at least the next twelve months.

2. Summary of Significant Accounting Policies The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The following is a summary of our significant accounting policies: Principles of Consolidation — The consolidated financial statements include all of the assets, liabilities and results of operations of our wholly-owned subsidiaries, and subsidiaries we control or in which we have a controlling financial interest. All intercompany transactions are eliminated in consolidation. Clearwire Corporation is the sole holder of voting interests in Clearwire Communications LLC (Voting Interests). As such, Clearwire Corporation controls 100% of the decision making of Clearwire Communications LLC and consolidates 100% of our operations. Clearwire Corporation holds all of the outstanding Clearwire Communications non-voting Class A equity units, and the holders of Clearwire Communications non-voting Class B Common Interests, own the remaining of the economic interests. 24 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Our non-controlling interests consist of various international entities in Europe that we consolidate, but do not wholly own. We classify our non-controlling interests as part of equity and we allocate net loss, other comprehensive income (loss) and other equity transactions to our non-controlling interests in accordance with their applicable ownership percentages. We also continue to attribute our non-controlling interests their share of losses even if that attribution results in a deficit non-controlling interest balance. Financial Statement Presentation — The consolidated financial statements distinguish between the predecessor period for periods prior to the Sprint Acquisition (Predecessor) and the period following the Sprint Acquisition (Successor). As a result of the valuation of assets acquired and liabilities assumed at fair value at the time of the Sprint Acquisition, the financial statements for the Successor period are presented on a measurement basis different than the Predecessor period and are, therefore, not comparable. Certain Predecessor prior period amounts consisting principally of Spectrum lease expense have been reclassified to Costs of goods and services and network costs to conform to the Successor current period presentation. We made these changes so that our expense classifications are more consistent with the expense classifications of Sprint. We have evaluated subsequent events through June 26, 2015, the date on which the consolidated financial statements were issued. Use of Estimates — Preparing financial statements in conformity with U.S. GAAP requires 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, information provided by our subscribers and information available from other 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 consolidated financial statements, the presentation of our financial condition, changes in financial condition or results of operations. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include: the estimated fair value used in the purchase price allocation and recorded under the acquisition method of accounting; impairment analysis of intangible assets with indefinite lives, including judgments about whether there are indicators of an impairment; and the recoverability and determination of useful lives for long-lived assets, including property, plant and equipment and other intangible assets. Cash and Cash Equivalents — Cash equivalents consist of money market mutual funds and highly liquid short-term investments, with original maturities of three months or less. Cash equivalents are stated at cost, which approximates market value. Cash and cash equivalents exclude cash that is contractually restricted for operational purposes. We maintain cash and cash equivalent balances with financial institutions that exceed federally insured limits. We have not experienced any losses related to these balances, and management believes the credit risk related to these balances to be minimal. Restricted Cash — Restricted cash consists primarily of amounts to satisfy certain contractual obligations and are classified as a current or non-current asset based on its designated purpose. The majority of this restricted cash has been designated to satisfy certain lease obligations. Fair Value Measurements — Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, we consider the principal or most advantageous market in which the asset or liability would transact, and if necessary, consider assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurement requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. Financial assets and financial liabilities are classified in the hierarchy based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The three-tier hierarchy for inputs used in measuring fair value, which prioritizes the inputs used in the methodologies of measuring fair value for assets and liabilities, is as follows: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in less active markets; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

25 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Level 3: Unobservable inputs that are significant to the fair value measurement and cannot be corroborated by market data. If listed prices or quotes are not available, fair value is based upon internally developed or other available models that primarily use, as inputs, market-based or independently sourced market parameters, including but not limited to interest rate curves, volatilities, equity prices, and credit curves. We use judgment in determining certain assumptions that market participants would use in pricing the financial instrument, including assumptions about discount rates and credit spreads. The degree of management judgment involved in determining fair value is dependent upon the availability of observable market parameters. For assets or liabilities that trade actively and have quoted market prices or observable market parameters, there is minimal judgment involved in measuring fair value. When observable market prices and parameters are not fully available, management judgment is necessary to estimate fair value. In addition, changes in market conditions may reduce the availability and reliability of quoted prices or observable data. See Note 10, Fair Value, for further information. Accounts Receivable — Accounts receivables are stated at amounts due from subscribers and our wholesale partners, including Sprint, net of an allowance for doubtful accounts. See Note 4, Related Party Transactions, for further information regarding accounts receivable balances with related parties. Inventory — Inventory primarily consists of customer premise equipment (CPE), and other accessories sold to retail subscribers and is stated at the lower of cost or net realizable value. Cost is determined under the average cost method. We record inventory write-downs for obsolete and slow-moving items based on inventory turnover trends and historical experience. Property, Plant and Equipment — Property, plant and equipment (PP&E), excluding construction in progress, is stated at cost, net of accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets once the assets are placed in service. Our network construction expenditures are recorded as construction in progress until the network or other asset is placed in service, at which time the asset is transferred to the appropriate PP&E category. We capitalize costs of additions and improvements, including salaries, benefits and related overhead costs associated with constructing PP&E and interest costs related to construction. The estimated useful life of PP&E 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. Leasehold improvements are recorded at cost and amortized over the lesser of their estimated useful lives or the related lease term, including renewals that are reasonably assured. Included within Network and base station equipment is equipment recorded under capital leases which is generally being amortized over the lease term. Maintenance and repairs are expensed as incurred. PP&E is assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such events or circumstances exist, we determine the recoverability of the asset's carrying value by estimating the expected undiscounted future cash flows that are directly associated with and that are expected to arise as a direct result of the use and disposal of the asset. If the expected undiscounted future cash flows are less than the carrying amount of the asset, a loss is recognized for the difference between the fair value of the asset and its carrying value. For purposes of testing impairment, our long-lived assets, including PP&E and intangible assets with definite useful lives, and our spectrum license assets are combined into a single asset group. This represents the lowest level for which there are identifiable cash flows which are largely independent of other assets and liabilities, and management believes that utilizing these assets as a group represents the highest and best use of the assets and is consistent with management's strategy of utilizing our spectrum licenses on an integrated basis as part of our nationwide network. Internally Developed Software — We capitalize costs related to computer software developed or obtained for internal use, and interest costs incurred during the period of development. Software obtained for internal use has generally been enterprise-level business and finance software customized to meet specific operational needs. Costs incurred in the application development phase are capitalized and amortized over the useful life of the software once the software has been placed in service, which is generally three years. We periodically assess capitalized software costs that have not been placed in service to determine whether any projects are no longer expected to be completed. The capitalized cost associated with any projects that are not expected to be completed are written down. Costs recognized in the preliminary project phase and the post- implementation phase, as well as maintenance and training costs, are expensed as incurred. Spectrum Licenses — Spectrum licenses primarily include owned spectrum licenses with indefinite lives and favorable spectrum leases. Indefinite-lived spectrum licenses acquired are stated at cost and are not amortized. While owned spectrum licenses in the United States are issued for a fixed time, renewals of these licenses have occurred routinely and at nominal cost. Moreover, we have determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of our owned spectrum licenses and therefore, the licenses are accounted for as intangible assets with indefinite lives. For the Predecessor periods, the impairment test for intangible assets with indefinite useful lives consists of a comparison of the fair value of an intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess. The 26 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) estimated fair value of spectrum licenses are determined by the use of the Greenfield direct value method, which estimates value through estimating discounted future cash flows of a hypothetical start-up business. For the Successor period, our spectrum assets are grouped with that of our parent. The portion of the combined fair value is then allocated to our 2.5 gigahertz (GHz) spectrum holdings using a market approach, which would approximate their fair value on a standalone basis. This value would then be compared to carrying value. Our spectrum licenses with indefinite useful lives are assessed for impairment annually, or more frequently, if an event indicates that the asset might be impaired and if the carrying value is in excess of the fair value, an impairment loss would be recognized in an amount equal to that excess. We had no impairments for any of the periods presented for indefinite lived intangible assets. Favorable spectrum leases are stated at cost, net of accumulated amortization, and are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying value of spectrum leases are amortized on a straight-line basis over their estimated useful lives or lease term, including expected renewal periods, as applicable. There were no impairment losses for favorable spectrum leases in any of the periods presented. Goodwill — Goodwill represents the excess of consideration paid over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Our goodwill balance at March 31, 2015 was $601.8 million and resulted from push-down accounting following the Sprint Acquisition. We will assess goodwill for impairment at least annually or, if necessary, more frequently, whenever events or changes in circumstances indicate the asset may be impaired. We had no goodwill during the Predecessor periods. There were no impairment losses for goodwill in any of the periods presented. Other Intangible Assets — Other intangible assets consist of definite-lived favorable tower and facilities leases and patents and other, and are stated at cost net of accumulated amortization. Amortization is calculated using the straight-line method over the assets' estimated remaining useful lives or the lease term. Other intangible assets are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no impairment losses for our other intangible assets in any of the periods presented. Interest Capitalization — We capitalize interest related to the construction of our network infrastructure assets, as well as the development of software for internal use. Capitalization of interest commences with pre-construction period administrative and technical activities, which includes obtaining leases, zoning approvals and building permits, and ceases when the construction is substantially complete and available for use or when we suspend substantially all construction activity. Interest is capitalized on construction in progress and software under development. Interest capitalization is based on rates applicable to borrowings outstanding during the period and the balance of qualified assets under construction during the period. Capitalized interest is reported as a cost of the network assets or software assets and depreciated over the useful lives of those assets. See Note 5, Property, Plant and Equipment. Income Taxes — We are treated as a partnership for United States federal income tax purposes and therefore do not pay federal income tax in the United States and pay minimal state income taxes. Any current and deferred federal and most state tax consequences arise at the partner level, including Sprint Corporation (Successor) and Clearwire Corporation (Predecessor). We record foreign current income taxes for the foreign jurisdictions in which we operate if they assess income tax. Due to current period losses, no material foreign current income tax expense was recorded. We record foreign deferred income taxes based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities using the tax rates expected to be in effect when the temporary differences reverse. Deferred tax assets are also recorded for foreign net operating loss, capital loss, and tax credit carryforwards. Valuation allowances are recorded to reduce deferred tax assets to the amount considered more likely than not to be realized. We also apply a recognition threshold that a tax position is required to meet before being recognized in the consolidated financial statements. Our policy is to recognize any interest related to unrecognized tax benefits in interest expense or interest income. We recognize penalties as additional income tax expense. Revenue Recognition — We primarily earn revenue by providing access to our high-speed wireless networks. Also, included in revenue are sales of CPE and additional add-on services. In our 4G mobile broadband markets, we offered our services through retail channels and through our wholesale partners through the Acquisition Date. Subsequent to the Sprint Acquisition, we discontinued new sales of our services and devices through our retail channel. However, we continue to receive revenue and service customers who existed prior to the merger. We believe that the geographic diversity of our retail subscriber base minimizes the risk of incurring material losses due to concentration of credit risk. Sprint, our major wholesale customer, accounts for substantially all of our wholesale revenues to date, and comprises approximately 51% of total revenues during the year ended March 31, 2015, 41% of total revenues during the three-months ended March 31, 2014, 39% for the 175 days ended December 31, 2013 (Successor), and 36% for the 190 days ended July 9, 2013, the unaudited three months ended March 31, 2013, and the year ended December 31, 2012 (Predecessor). 27 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revenue consisted of the following:

Successor Predecessor

Three Months 175 Days 190 Days Three Months Year Ended Ended Ended Ended Ended Year Ended March 31, March 31, December 31, July 9, March 31, December 31, 2013 2015 2014 2013 2013 (Unaudited) 2012 (in thousands) Retail and other revenue $ 511,985 $ 159,898 $ 335,910 $ 424,723 $ 203,125 $ 796,225 Wholesale revenue 595,899 118,013 218,974 240,879 114,917 468,469 Total revenues $ 1,107,884 $ 277,911 $ 554,884 $ 665,602 $ 318,042 $ 1,264,694 Revenue from retail subscribers is billed one month in advance and recognized ratably over the service period. Revenues associated with the sale of CPE and other equipment is recognized when title and risk of loss is transferred. Billed shipping and handling costs are classified as revenue. Revenue arrangements with multiple deliverables are divided into separate units and, where available, revenue is allocated using vendor-specific objective evidence or third-party evidence of the selling prices; otherwise estimated selling prices are utilized. Any revenue attributable to the delivered elements is recognized currently in revenue and any revenue attributable to the undelivered elements is deferred and will be recognized as the undelivered elements are expected to be delivered over the remaining term of the agreements. With the exception of the Universal Service Fee (USF), a regulatory surcharge, taxes and other fees collected from customers are excluded from revenues. USF is recorded on a gross basis and included in revenues when billed to customers. USF included in revenue for the Successor year ended March 31, 2015, three months ended March 31, 2014 and 175 days ended December 31, 2013 was $0.8 million, $0.3 million and $0.6 million, respectively. USF included in revenue for the Predecessor 190 days ended July 9, 2013, unaudited three months ended March 31, 2013, and the year ended December 31, 2012 were $0.9 million, $0.5 million and $2.8 million, respectively. For all of the periods presented, substantially all of our wholesale revenues were derived from our agreements with Sprint. In November 2011, we entered into the November 2011 4G MVNO Amendment. As a result, the minimum payments under the previous amendment to the 4G MVNO agreement entered into with Sprint in April 2011 were replaced with the provisions of the November 2011 4G MVNO Amendment. Under the November 2011 4G MVNO Amendment, Sprint is paying 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 was paid for service provided in 2012, and the remainder paid for service provided in 2013. As part of the November 2011 4G MVNO Amendment, we also agreed to usage based pricing for WiMAX services after 2013 and for LTE service beginning in 2012. In July 2013, we entered into a spectrum usage agreement with a wholly-owned subsidiary of Sprint. Under the agreement, an annual use fee is paid to us which is recognized ratably over the annual service period as wholesale revenue. See Note 4, Related Party Transactions, for further information regarding revenue with related parties. Advertising Costs — Advertising costs are expensed as incurred or the first time the advertising occurs. Advertising expense was $22.6 million, $12.9 million and $69.7 million for the Predecessor 190 days ended July 9, 2013, three-months ended March 31, 2013, and the year ended December 31, 2012, respectively. Subsequent to the merger with Sprint, we incurred advertising expense of $0.1 million in each period for the Successor three months ended March 31, 2014 and the 175 days ended December 31, 2013, respectively. We did not incur any advertising expense for the Successor year ended March 31, 2015. Operating Leases — We have operating leases for spectrum licenses, towers and certain facilities, and equipment for use in our operations. Certain of our spectrum licenses are leased from third-party holders of Educational Broadband Service (EBS), spectrum licenses granted by the FCC. EBS licenses authorize the provision of certain communications services on the EBS channels in certain markets throughout the United States. We account for these spectrum leases as executory contracts which are similar to operating leases. Signed leases which have unmet conditions required to become effective are not amortized until such conditions are met and are included in spectrum licenses in the accompanying consolidated balance sheets, if such leases require upfront payments. For leases containing scheduled rent escalation clauses, we record minimum rental payments on a straight-line basis over the term of the lease, including the expected renewal periods as appropriate. For leases containing tenant improvement allowances and rent incentives, we record deferred rent, which is a liability, and that deferred rent is amortized over the term of the lease, including the expected renewal periods as appropriate, as a reduction to rent expense. For the Successor periods, we assumed the lease term for our tower leases to include the initial term plus one renewal, whereas in the Predecessor periods, we assumed the lease term to include the initial term plus all renewals.

28 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We periodically terminate unutilized tower leases. In cases when early termination is not available under the terms of the unutilized lease, we advise our landlords of our intention not to renew. We recognize a cease-to-use tower lease liability based on the remaining lease rentals adjusted for any prepaid or deferred rent recognized under the lease, reduced by estimated sublease rentals, if any, that could be reasonably obtained for the property. As of the date of the Sprint Acquisition, we have deployed WiMAX technology and we are in the process of deploying 4G LTE technology using the 2.5 gigahertz (GHz) spectrum on certain sites. In addition, Sprint plans to cease using WiMAX technology by the end of calendar year 2015. Sprint has also evaluated its consolidated cell tower portfolio, including the cell towers obtained in the Sprint Acquisition, and identified certain redundant sites that they expect to no longer utilize. Lease exit costs recorded in future periods associated with these sites is expected to range between approximately $50 million to $100 million on a net present value basis. The timing of lease exit charges will be dependent upon the date the sites cease being utilized without future economic benefit. Discontinued Operations — During the year ended December 31, 2012, we completed the sale of our operations in Germany, Belgium and Spain. Associated results of operations for the year ended December 31, 2012 are separately reported as discontinued operations. Summarized financial information for discontinued operations is shown below:

Year Ended December 31, 2012 (in thousands) Total revenues $ 8,473

Loss from discontinued operations before income taxes $ (1,185) Income tax benefit (provision) — Net loss from discontinued operations attributable to Clearwire Communications LLC $ (1,185)

New Accounting Pronouncements In April 2014, the Financial Accounting Standards Board (FASB) issued authoritative guidance regarding Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The updated guidance defines discontinued operations as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. Additionally, the disclosure requirements for discontinued operations were expanded and new disclosures for individually significant dispositions that do not qualify as discontinued operations are required. The guidance is effective prospectively for fiscal years and interim reporting periods within those years beginning after December 15, 2014, with early adoption permitted for transactions that have not been reported in financial statements previously issued or available for issuance. The standard will be effective for the Company's fiscal year beginning April 1, 2015 and will be applied to relevant future transactions. In May 2014, the FASB issued new authoritative literature, Revenue from Contracts with Customers. The issuance is part of a joint effort by the FASB and the International Accounting Standards Board (IASB) to enhance financial reporting by creating common revenue recognition guidance for U.S. GAAP and IFRS and, thereby, improving the consistency of requirements, comparability of practices and usefulness of disclosures. The new standard will supersede much of the existing authoritative literature for revenue recognition. The standard and related amendments will be effective for the Company for its annual reporting period beginning April 1, 2017, including interim periods within that reporting period. Early application is not permitted. Entities are allowed to transition to the new standard by either recasting prior periods or recognizing the cumulative effect. The Company is currently evaluating the newly issued guidance, including which transition approach will be applied and the estimated impact it will have on our consolidated financial statements. In August 2014, the FASB issued authoritative guidance regarding Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. The updated guidance requires management to perform interim and annual assessments on whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related disclosures, if required. The standard will be effective for the Company’s fiscal year ending March 31, 2017, although early adoption is permitted. The Company does not expect the adoption of this guidance to have a material effect on our consolidated financial statements. In January 2015, the FASB issued authoritative guidance on Extraordinary and Unusual Items, eliminating the 29 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) concept of extraordinary items. The issuance is part of the FASB’s initiative to reduce complexity in accounting standards. Under the current guidance, an entity is required to separately classify, present and disclose events and transactions that meet the criteria for extraordinary classification. Under the new guidance, reporting entities will no longer be required to consider whether an underlying event or transaction is extraordinary, however, presentation and disclosure guidance for items that are unusual in nature or occur infrequently was retained and expanded to include items that are both unusual in nature and infrequently occurring. The amendments are effective for the Company’s fiscal year beginning April 1, 2016, although early adoption is permitted if applied from the beginning of a fiscal year. The Company does not expect the adoption of this guidance to have a material effect on our consolidated financial statements. In April 2015, the FASB issued authoritative guidance regarding Interest - Imputation of Interest, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance is effective for fiscal years and interim reporting periods within those years beginning after December 31, 2015, with early adoption permitted. The standard will be effective for the Company’s fiscal year beginning April 1, 2016. The Company does not expect the adoption of this guidance to have a material effect on our consolidated financial statements.

3. Significant Transaction - Sprint Acquisition Sprint completed the acquisition of Clearwire Corporation and its subsidiaries on July 9, 2013. Immediately prior to the completion of the acquisition, Sprint owned 739,010,818 shares of Clearwire Corporation Common Stock representing approximately 50.1% of a non-controlling voting interest of the total issued and outstanding common stock. As a result of the acquisition, each share of Clearwire Corporation Common Stock, other than shares owned by Sprint, SoftBank Corp., or their affiliates, was converted into the right to receive $5.00 per share in cash. The cash consideration paid by Sprint totaled approximately $3.5 billion, net of cash acquired of approximately $198 million. Purchase Price Allocation The Sprint Acquisition resulted in a change in our ownership and control and was recorded under the acquisition method of accounting by Sprint and pushed-down to us by allocating the total purchase consideration to the assets acquired and liabilities assumed based on their estimated fair values. The allocation of consideration transferred was based on management's judgment after evaluating several factors, including a valuation assessment. Adjustments made since the initial purchase price allocation decreased recorded goodwill by approximately $269 million and are primarily attributable to a reduction of approximately $270 million made to deferred tax liabilities as a result of additional analysis. As we are treated as a partnership for tax purposes and the tax adjustment is recorded at Clearwire Corporation, the adjustment to goodwill pushed-down to us was offset as a reduction to members' equity. The remaining adjustments were insignificant. Management finalized its purchase price allocation during the quarter ended June 30, 2014. The following table summarizes the purchase price allocation of consideration transferred:

Purchase Price Allocation: (in millions) Current assets $ 805 Property, plant and equipment 1,245 Identifiable intangibles 12,870 Goodwill 437 Other assets 23 Current liabilities (624) Long-term debt (5,121) Other long-term liabilities (520) Net assets acquired $ 9,115 The excess of the consideration transferred over the estimated fair values of our assets acquired and liabilities assumed by Sprint resulted in goodwill, which was recorded by Clearwire through push-down accounting. Goodwill includes expected synergies from combining the businesses such as cost synergies from reduced network-related expenses through the elimination of redundant assets and enhanced spectrum positions which will provide greater network coverage. Identifiable intangible assets acquired by Sprint include indefinite-lived spectrum assets with an estimated fair value of $11.9 billion and favorable spectrum and tower leases with an estimated fair value of $985.8 million (See Note 6, Intangible Assets).

30 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Related Party Transactions As of March 31, 2015, we offered our services primarily through Sprint. Sprint accounts for substantially all of our wholesale sales to date, and offers services in each of our 4G markets. Subsequent to the Sprint Acquisition, we discontinued new sales of our services and devices through our retail channel. However, we continue to receive revenues from and provide service to customers who existed prior to the Sprint Acquisition and will continue to do so until those customers either migrate to the Sprint network or deactivate service in anticipation of the shutdown of the WiMAX network, which is expected to occur by the end of calendar year 2015. Prior to the Sprint Acquisition, we had a number of strategic and commercial relationships with third parties that had a significant impact on our business, operations and financial results. These relationships were with Clearwire Corporation, Sprint, Intel, Comcast, Time Warner Cable, Bright House, and Ericsson Inc., all of which were related parties. Some of these relationships include agreements pursuant to which we sold wireless broadband services to certain of these related parties on a wholesale basis, which such related parties then resold to each of their respective end user subscribers. These services were sold at terms defined in contractual agreements. We pay a management fee to Clearwire Corporation, our parent company, in consideration of services received and for reimbursement of corporate, general and administrative costs. For the Successor year ended March 31, 2015 and 175 days ended December 31, 2013 we recognized $0.8 million and $4.0 million, respectively, of management fees with Clearwire Corporation. Management fees for the Successor three-months ended March 31, 2014 were insignificant. For the Predecessor 190 days ended July 9, 2013, unaudited three-months ended March 31, 2013 and year ended December 31, 2012, management fees recognized were $20.3 million, $8.7 million and $12.9 million, respectively. The following amounts for related party transactions are included in our consolidated financial statements:

March 31, March 31, 2015 2014 (in thousands) Accounts and notes receivable $ 46,787 $ 11,964 Prepaid expenses and other assets $ 36,750 $ 41,250 Accounts payable $ 7,922 $ 9,005 Accrued expenses and other current liabilities: Cease-to-use $ 42 $ 336 Deferred revenue $ 214,202 $ 336,699 Other $ 3,471 $ 3,471 Long-term debt and capital lease obligations $ 458,479 $ 115,479 Other long-term liabilities: Cease-to-use $ — $ 31 Deferred revenue $ — $ 49,472 Deferred rent $ 4,237 $ 4,485 Other $ — $ 3,471

Successor Predecessor Three Months 175 Days 190 days Three Months Year Ended Ended Ended Ended Ended Year Ended March 31, March 31, December 31, July 9, March 31, December 31, 2013 2015 2014 2013 2013 (Unaudited) 2012 (in thousands) Revenue $ 565,069 $ 112,621 $ 214,487 $ 237,111 $ 112,917 $ 465,295 Cost of goods and services and network costs (inclusive of capitalized costs) $ 98,871 $ 26,927 $ 50,987 $ 75,469 $ 38,615 $ 152,669 Selling, general and administrative (inclusive of capitalized costs)(1) $ 54,333 $ 13,750 $ 326 $ 26,749 $ 12,999 $ 50,193 Interest expense $ 14,736 $ 2,874 $ 10,512 $ 25,297 $ 7,003 $ — Other expense, net (management fee)(1) $ — $ — $ (3,967) $ (20,274) $ (8,681) $ (12,881) (1) As of January 1, 2014, management fees charged to us by Sprint are reflected in selling, general and administrative expense on the consolidated statements of operation.

31 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Sprint Merger Agreement — On December 17, 2012, we entered into a Merger Agreement, pursuant to which Sprint agreed to acquire all of the outstanding shares of Clearwire Corporation Class A and Class B common stock not currently owned by Sprint, SoftBank or their affiliates. On July 9, 2013, Sprint completed the acquisition of Clearwire Corporation and its subsidiaries and we are now an indirect wholly-owned subsidiary of Sprint. See Note 3, Significant Transaction - Sprint Acquisition, for further information. Sprint Credit Agreement — On July 19, 2013, Clearwire Communications, LLC and Clearwire Finance, Inc. (Borrower), entered into a $3.0 billion credit agreement with Sprint Communications, Inc. (Lender), where the Lender agrees to make revolving credit loans to the Borrower subject to the terms and conditions set forth in the agreement. At March 31, 2015 and 2014, we had an outstanding balance of $458.5 million and $115.5 million, respectively. See Note 9, Long-term Debt, Net, for further information. Sprint Services Agreement — On July 19, 2013, Clearwire Corporation entered into a services agreement with Sprint/ United Management Company, a wholly-owned subsidiary of Sprint Corporation (Management Company), pursuant to which the Management Company will provide certain services to Clearwire Corporation, the parent company to Clearwire Communications, and its subsidiaries for a stated management fee based on a schedule as set forth in the agreement. During the year ended March 31, 2015 and the three-month period ended March 31, 2014, we recognized management fee expense of $53.5 million and $13.8 million, respectively, under the agreement, which is reflected in Selling, general and administrative expense on the consolidated statements of operations. No fees were incurred in 2013. The associated prepayment of the management fees for calendar years 2015 and 2014, with a balance of $36.8 million and $41.3 million at March 31, 2015 and 2014, respectively, was pushed down to Clearwire Communications LLC and is reflected in Prepaid expenses and other assets on the consolidated balance sheets. Sprint Spectrum Agreement — On July 19, 2013, Clearwire Communications, including direct and indirect subsidiaries as defined in the agreement (Licensees), entered into a spectrum usage agreement with Sprint Spectrum, L.P., a wholly-owned subsidiary of Sprint Corporation, and its affiliated entities as defined in the agreement (Users). The Licensees allow the Users to use the spectrum holdings of Licensees as equipment is deployed by Users using such spectrum subject to the terms defined in the agreement. In both January 2015 and 2014, the Users prepaid the annual spectrum use fee of $285.6 million under this agreement, and wholesale revenue totaling $285.6 million and $71.4 million was recognized in the year ended March 31, 2015 and the three months ended March 31, 2014, respectively. Deferred revenue associated with this agreement was $214.2 million as of March 31, 2015 and 2014, and is included in Accrued expenses and other current liabilities on the consolidated balance sheets. Note Purchase Agreement — In connection with the Merger Agreement, on December 17, 2012, we and certain of our subsidiaries also entered into the Note Purchase Agreement, in which Sprint agreed to purchase from us at our election up to an aggregate principal amount of $800.0 million of 1.00% exchangeable notes due 2018, in ten monthly installments of $80.0 million each. We elected to take three draws under the Note Purchase Agreement and received $240.0 million from Sprint. On September 30, 2013, Sprint elected to exchange all notes held in connection with the Note Purchase Agreement for 160,000,800 shares of Class B Common Stock and Class B Common Interests. The Note Purchase Agreement was terminated upon consummation of the Sprint Acquisition. Sprint 4G MVNO Agreement — Under the November 2011 4G MVNO Amendment (Amendment) Sprint paid us a fixed amount for unlimited 4G mobile WiMAX services for resale to its retail subscribers in 2013, a portion of which was allowed to be paid as an offset to principal and interest due under a $150.0 million promissory note issued by us to Sprint on January 3, 2012 (Sprint Promissory Note). The Sprint Promissory Note had an aggregate principal amount of $150.0 million and bore interest of 11.5% per annum. On January 2, 2014 and 2013, we offset $92.3 million and $83.6 million, respectively, of principal and related accrued interest to reduce the principal amount we owed to Sprint under the promissory note, which was retired in early 2014. Because the Sprint Promissory Note was entered into in conjunction with the Amendment, and amounts due were able to be offset against payments due under the Amendment, it was treated as deferred revenue for accounting purposes, and associated interest costs were being recorded as a reduction to the payable by Sprint for unlimited WiMAX service in calendar year 2013. As part of the Amendment, we also agreed to usage based pricing for WiMAX services after 2013 and for LTE service beginning in 2012. In addition, under the terms of the Amendment, Sprint agreed to make prepayments, in installments beginning in June 2013, for its 4G broadband wireless services, in conjunction with us achieving certain thresholds associated with our LTE build activities. We also agreed that Sprint may re-wholesale wireless broadband services, subject to certain conditions and we agreed to operate our WiMAX network through calendar year 2015. As a result of the Sprint Acquisition and the decision to shutdown the WiMAX network, we did not achieve network build thresholds in compliance with certain terms of the Amendment. As a result, in January 2015, we were required to refund the remaining unused prepaid amounts at December 31, 2014 to Sprint, which totaled $164.6 million. Beginning in January 2015, Sprint pays us one month in arrears for 32 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4G broadband wireless services based on usage, and as of March 31, 2015 and 2014, $46.8 million and $12.0 million, respectively, is included in Accounts and notes receivable on the consolidated balance sheets. As of March 31, 2014, the deferred revenue related to Sprint's prepayment of LTE service of $122.5 million is included in Accrued expenses and other current liabilities and $49.5 million is included in Other long-term liabilities on the consolidated balance sheets. For the Successor year ended March 31, 2015, the three months ended March 31, 2014, and 175 days ended December 31, 2013 as well as the Predecessor 190 days ended July 9, 2013 the unaudited three months ended March 31, 2013, and the year ended December 31, 2012, we recognized wholesale revenue of $279.4 million, $41.2 million, $214.5 million, $237.1 million, $112.9 million and $459.5 million, respectively, from Sprint for 4G broadband wireless services. During the Successor year ended March 31, 2015, and the three months ended March, 31, 2014, wholesale revenue recorded attributable to Sprint comprised 51% and 41%, respectively, of total revenues. Wholesale revenue recorded attributable to Sprint comprised approximately 39% of total revenues during the Successor 175 days ended December 31, 2013 and 36% for the Predecessor 190 days ended July 9, 2013, the unaudited three months ended March 31, 2013, and the year ended December 31, 2012 and substantially all of our wholesale revenues. MVNO Support Agreement — We entered into a non-exclusive MVNO support agreement with Sprint Spectrum, L.P. (3G MVNO Agreement), whereby Sprint agrees to sell its code division multiple access and mobile voice and data communications service (PCS Service), for the purpose of resale to our retail customers. The PCS Service includes Sprint’s existing core network services, other network elements and information that enable a third party to provide services over the network, or core network enablers, and subject to certain limitations and exceptions, new core network services, core network enablers and certain customized services. For the Successor year ended March 31, 2015, the three months ended March 31, 2014, and the 175 days ended December 31, 2013, as well as the Predecessor 190 days ended July 9, 2013, the unaudited three months ended March 31, 2013, and year ended December 31, 2012 we paid $0.9 million, $0.3 million, $0.6 million, $1.1 million, $0.6 million, and $4.4 million, respectively, related to 3G wireless services provided by Sprint to us, which is included in Cost of goods and services and network costs on the consolidated statements of operations. Sprint Master Site Agreement — In November 2008, we entered into a master site agreement with Sprint (Master Site Agreement), pursuant to which Sprint and the Company established the contractual framework and procedures for the leasing of tower and antenna collocation sites to each other. Leases for specific sites will be negotiated by Sprint and us on request by the lessee. The leased premises may be used by the lessee for any activity in connection with the provision of wireless communications services, including attachment of antennas to the towers at the sites. The term of the Master Site Agreement is ten years from the date the agreement was signed. The term of each lease for each specific site will be five years, but the lessee has the right to extend the term for up to an additional 20 years. Either party may terminate the lease by providing a 30 days notice of termination. The monthly fee will increase 3% per year. The lessee is also responsible for the utility costs and for certain additional fees. During the Successor year ended March 31, 2015, the three months ended March 31, 2014 and the 175 days ended December 31, 2013, as well as Predecessor 190 days ended July 9, 2013, the unaudited three months ended March 31, 2013, and the year ended December 31, 2012, we made rent payments under this agreement of $74.0 million, $21.4 million, $35.2 million, $35.5 million, $16.8 million, $59.6 million, respectively, which is included in Cost of goods and services and network costs on the consolidated statements of operations. During the quarter ended March 31, 2013, we amended the Master Site Agreement pursuant to which Sprint will reimburse us for certain incremental expenses we will incur as a result of Sprint decommissioning its iDEN sites where we are co-located and actively operating. Sprint will reimburse us for certain incremental expenses in cash, and in some cases we will provide a corresponding service credit to be applied against our 2014 usage based billing to Sprint. In addition, we plan to assume the leases on select towers and while we renegotiate the leases with the landlord, Sprint will continue to pay the monthly rent under the existing leases. We will reimburse Sprint for the amounts paid on our behalf through either a service credit to be applied against our 2014 usage based billing or cash. All outstanding balances under this agreement have been settled. During the quarter ended March 31, 2014, we amended the Master Site Agreement so that the various provisions of the revised quarter ended March 31, 2013 amendment could be cash-settled in the quarter, including Sprint reimbursing us for certain incremental expenses we incurred as a result of Sprint decommissioning its iDEN sites where we are co-located and actively operating, and us reimbursing Sprint for leases on towers that we are actively renegotiating the assumption of the lease while Sprint pays the monthly rent. Under the revised agreement we continue to pay Sprint for co-location tower rent and tower rent for sites we are obligated to assume but the lease has not been transferred to us. Under terms of the agreement, Sprint has prepaid the rent through March 2016 on future permitted shutdown sites, resulting in a deferred liability which is being amortized to rent expense over the life of the prepayment. As of March 31, 2015 and 2014, deferred liability related to prepaid rent of $3.5 million for each period is included in Accrued expenses and other current liabilities and as of March 31, 2014, $3.4 million is also included in Other long-term liabilities on the consolidated balance sheets. Amortization for the Successor year ended March 31, 2015 and the three month period ended March 31, 2014 totaled $3.4 million and $1.2 million, respectively. 33 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Master Agreement for Network Services — Clearwire Communications LLC entered into a master agreement for network services with Sprint (Master Agreement for Network Services), pursuant to which Sprint and Clearwire Communications LLC established the contractual framework and procedures for Clearwire Communications LLC to purchase network services from Sprint. Clearwire Communications LLC may order various services from Sprint, including IP network transport services, data center collocation, toll-free services and access to the following business platforms: voicemail, instant messaging services, location-based systems and media server services. Clearwire Communications LLC is not obligated to purchase these services from Sprint. Sprint must provide a service level agreement that is consistent with the service levels provided to similarly situated customers. Pricing will be specified in separate product attachments for each type of service; in general, the pricing is based on the mid-point between fair market value of the service and Sprint's fully allocated cost for providing the service. The term of the Master Agreement for Network Services is five years, but Clearwire Communications LLC has the right to extend the term for an additional five years. For the year ended March 31, 2015 and the three months ended March 31, 2014, we recognized $17.1 million and $4.7 million, respectively, related to network services provided by Sprint to us, which is included in Cost of goods and services and network costs on the consolidated statements of operations. For the Successor 175 days ended December 31, 2013 and Predecessor 190 days ended July 9, 2013, unaudited three-months ended March 31, 2013, and year ended December 31, 2012, we recognized $7.6 million, $7.1 million, $3.7 million, and $15.1 million, respectively, related to network services provided by Sprint to us. Ericsson, Inc. — Ericsson, provides network deployment services to us, including site acquisition and construction management services. In addition, during the second quarter of 2011, we entered into a managed services agreement with Ericsson to operate, maintain and support our network. Dr. Hossein Eslambolchi, who was a member of the Clearwire Corporation Board of Directors prior to the Sprint Acquisition, had a consulting agreement with Ericsson. As part of his consulting agreement, Dr. Eslambolchi received payments for his services from Ericsson. He did not receive any compensation directly from us related to his relationship with Ericsson. For the 190 days ended July 9, 2013 the unaudited three-months ended March 31, 2013, and the year ended December 31, 2012, we paid $43.9 million, $21.6 million and $76.9 million, respectively, to Ericsson for network management services.

5. Property, Plant and Equipment Property, plant and equipment as of March 31, 2015 and 2014 consisted of the following:

Useful Lives March 31, 2015 March 31, 2014 (years) (in thousands) Land improvements 2-7 $ 512 $ 518 Network and base station equipment 1-15 1,262,942 1,237,758 Customer premise equipment 1-15 515 570 Furniture, fixtures and equipment 1-7 32,887 63,299 Leasehold improvements 1-5 4,361 4,361 Construction in progress N/A 6,716 52,255 Less: accumulated depreciation and amortization (555,983) (267,918) Property, plant and equipment, net $ 751,950 $ 1,090,843

Successor Predecessor Three Months 175 Days 190 Days Three Months Year Ended Ended Ended Ended Ended Year Ended March 31, March 31, December 31, July 9, March 31, December 31, 2013 2015 2014 2013 2013 (Unaudited) 2012 Supplemental information: (in thousands) Capitalized interest $ 1,300 $ 696 $ 4,065 $ 6,751 $ 2,791 $ 6,598 Depreciation expense $ 339,727 $ 86,750 $ 219,957 $ 362,777 $ 179,992 $ 749,765 We have entered into lease arrangements related to our network construction and equipment that meet the criteria for capital leases. We did not record any additional capital lease assets at March 31, 2015 or 2014 (Successor). Prior to the Sprint Acquisition, our network and base station equipment had an estimated useful lives range of 5 to 15 years. After the acquisition, useful lives of certain network and base station equipment was changed to align with Sprint's strategic plans. This included changing the useful lives of certain network equipment and sites planned for decommission, with a balance of approximately $95.3 million, to approximately 2 to 2.5 years.

34 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. Intangible Assets Indefinite-lived Intangible Assets Spectrum licenses We hold 2.5 GHz spectrum licenses authorizing the use of radio frequency spectrum to deploy our wireless services totaling $11.9 billion as of March 31, 2015 and 2014. As a result of the Sprint Acquisition (see Note 3, Significant Transaction - Sprint Acquisition), the combined spectrum assets of Clearwire and Sprint were remeasured to their estimated fair value. A portion of the combined fair value was then allocated to our 2.5 GHz spectrum holdings using a market approach, which approximates their fair value on a standalone basis. Goodwill Goodwill represents the excess of consideration paid over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Based on the purchase price allocation, Sprint's acquisition of Clearwire resulted in the push-down of goodwill of approximately $601.8 million. Net additions to goodwill for the Successor year ended March 31, 2015 of approximately $168.3 million were the result of purchase price allocation adjustments, which consisted primarily of a $164.3 million increase recorded during the three-month period ended March 31, 2015 to correct the amount of net deferred tax liabilities recognized in connection with the Sprint Acquisition. As we are treated as a partnership for tax purposes and the tax adjustment is recorded at Clearwire Corporation, the adjustment to goodwill pushed-down to us was offset as an increase to members' equity. Intangible Assets Subject to Amortization Intangible assets subject to amortization as of March 31, 2015 and 2014 consisted of the following:

March 31, 2015 March 31, 2014 Gross Net Gross Net Useful Carrying Accumulated Carrying Carrying Accumulated Carrying lives Value Amortization Value Value Amortization Value (in thousands) 23 Favorable spectrum leases years $ 883,829 $ (70,835) $ 812,994 $ 883,829 $ (30,326) $ 853,503 Other intangible assets: 3 Favorable tower and facilities leases years 101,330 (55,217) 46,113 101,330 (23,327) 78,003 10 Patents and other years 136 (10) 126 26 (1) 25 Total other intangibles 101,466 (55,227) 46,239 101,356 (23,328) 78,028 Total definite-lived intangible assets $ 985,295 $ (126,062) $ 859,233 $ 985,185 $ (53,654) $ 931,531 All definite-lived intangible assets are amortized using the straight-line method over the estimated useful lives of the respective assets. We reduce the gross carrying value and associated accumulated amortization when specified intangible assets become fully amortized. Amortization expenses related to favorable spectrum and tower and facilities leases are recognized in Cost of goods and services and network costs on the consolidated statements of operations. As a result of the Sprint Acquisition (See Note 3, Significant Transaction - Sprint Acquisition), we recorded $884.5 million and $101.3 million of intangible assets for favorable spectrum leases and favorable tower and facilities leases, respectively. As of March 31, 2015, future amortization of definite-lived intangible assets is expected to be as follows:

Total (in thousands) Fiscal year 2015 $ 71,115 Fiscal year 2016 55,357 Fiscal year 2017 39,601 Fiscal year 2018 39,252 Fiscal year 2019 38,939 Thereafter 614,969 Total $ 859,233

35 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Income Taxes The current state income tax provision was $17,000, $36,000 and $863,000 for the Successor year ended March 31, 2015, three months ended March 31, 2014 and 175 days ended December 31, 2013, respectively. The current state income tax provision was $881,000, $431,000 and $1.8 million for the Predecessor 190 days ended July 9, 2013, unaudited three months ended March 31, 2013, and year ended December 31, 2012, respectively. We do not pay federal income taxes and pay minimal state income taxes because we are treated as a partnership. Components of deferred tax assets were as follows:

March 31, 2015 March 31, 2014 (in thousands) Noncurrent deferred tax assets: Net operating loss carryforward $ 118,677 $ 132,449 Other assets 331 331 Total deferred tax assets 119,008 132,780 Valuation allowance (119,008) (132,780) Net deferred tax assets $ — $ — We determine deferred income taxes based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities using the tax rates expected to be in effect when any temporary differences reverses or when the net operating loss, capital loss or tax credit carry-forwards are utilized. We have recorded a valuation allowance against our deferred tax assets to the extent that we determined that it is more likely than not that these items will either expire before we are able to realize their benefits or that future deductibility is uncertain. We file income tax returns for Clearwire Communications and our subsidiaries in the United States federal jurisdiction and various state and foreign jurisdictions. We have no unremitted earnings of foreign subsidiaries. As of March 31, 2015, the tax returns for Clearwire Communications for the years 2011 through March 2014 remain open to examination by the Internal Revenue Service and various state and foreign tax authorities. As of March 31, 2015, we had $410.0 million of tax net operating loss carryforwards in foreign jurisdictions. Of the $410.0 million of net operating loss carryforwards in foreign jurisdictions, $403.3 million have no statutory expiration dates and $6.7 million begins to expire in 2016. Our policy is to recognize any interest related to unrecognized tax benefits in interest expense or interest income. We recognize penalties as additional income tax expense. As of March 31, 2015, we had no material uncertain tax positions and therefore accrued no interest or penalties related to uncertain tax positions.

8. Supplemental Financial Information

March 31, 2015 March 31, 2014 (in thousands) Accrued expenses and other current liabilities Deferred revenues $ 229,456 $ 359,844 Unfavorable spectrum and tower leases 43,576 43,639 Salaries and benefits 1,013 13,807 Cease-to-use liability 32,162 32,739 Business and income taxes payable 10,370 19,945 Accrued interest 32,089 32,143 Other current liabilities 10,357 8,083 Total accrued expenses and other current liabilities $ 359,023 $ 510,200

Other long-term liabilities Deferred rents associated with tower and spectrum leases $ 237,454 $ 115,228 Unfavorable spectrum and tower leases 236,846 280,636 Other 107,967 184,801 Total other long-term liabilities $ 582,267 $ 580,665

36 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Long-term Debt, Net Long-term debt at March 31, 2015 and 2014 consisted of the following:

Interest Effective Rates Rate Maturities March 31, 2015 March 31, 2014 (in thousands) Notes: 2016 Senior Secured Notes 14.75% 3.24% 2016 $ 300,000 $ 300,000 Exchangeable Notes 8.25% 5.72% 2040 629,234 629,234 Sprint Credit Agreement 5.02% 4.92% 2017 458,479 115,479 Vendor Financing Notes 7.26% 4.54% 2015 5,055 12,715 8.38% - Capital lease obligations 10.52% 2015 - 2023 108,834 146,387 Net premiums 95,400 141,105 $ 1,597,002 $ 1,344,920 Less: Current portion (37,900) (45,211) Total long-term debt, net $ 1,559,102 $ 1,299,709

During the second half of 2013, subsequent to the Sprint Acquisition, we retired $2.95 billion of the senior secured notes maturing in 2015 (2015 Senior Secured Notes) and $500.0 million of second-priority secured notes maturing in 2017 (Second-Priority Secured Notes). Sprint also exchanged $240.0 million of exchangeable notes maturing in 2018 (Sprint Notes) for 160,000,800 shares of Clearwire Corporation Class B common stock and our Class B common interest. The retirement and exchange of these notes resulted in gains on extinguishment of debt of approximately $61.2 million during the Successor 175 days ended December 31, 2013. Notes 2016 Senior Secured Notes — In January 2012, Clearwire Communications completed an offering of senior secured notes with a par value of $300.0 million, due 2016 and bearing interest at 14.75% (2016 Senior Secured Notes). The 2016 Senior Secured Notes provide for bi-annual payments of interest in June and December. The holders of the 2016 Senior Secured Notes have the right to require us to repurchase all of the notes upon the occurrence of certain changes of control as provided in the indenture at a price of 101% of the principal plus any unpaid accrued interest to the repurchase date. Under certain circumstances, Clearwire Communications LLC will be required to use the net proceeds from the sale of assets to make an offer to purchase the 2016 Senior Secured Notes at an offer price equal to 100% of the principal amount plus any unpaid accrued interest. Our payment obligations under the 2016 Senior Secured Notes are guaranteed by certain domestic subsidiaries of Clearwire Corporation on a senior basis and secured by certain assets of such subsidiaries on a first-priority lien basis. The 2016 Senior Secured Notes contain limitations on our activities, which among other things include incurring additional indebtedness and guaranteeing indebtedness; making distributions or payments of dividends or certain other restricted payments or investments; making certain payments on indebtedness; entering into agreements that restrict distributions from restricted subsidiaries; selling or otherwise disposing of assets; merger, consolidation or sales of substantially all of our assets; entering into transactions with affiliates; creating liens; issuing certain preferred stock or similar equity securities and making investments and acquiring assets. Exchangeable Notes — During December 2010, Clearwire Communications LLC completed offerings of 8.25% exchangeable notes due 2040 (Exchangeable Notes). The Exchangeable Notes provide for bi-annual payments of interest in June and December. The Exchangeable Notes are subordinated to the 2016 Senior Secured Notes. Upon the consummation of the Sprint Acquisition, each $1,000 principal amount of Exchangeable Notes was changed into a right to exchange such principal amount of Exchange Notes into cash, equal to the product of the Merger Consideration, multiplied by the Exchangeable Notes Exchange Rate of 141.2429. The holders of the Exchangeable Notes have the option to require us to repurchase for cash the Exchangeable Notes on December 1, 2017, 2025, 2030 and 2035 at a price equal to 100% of the principal amount of the notes plus any unpaid accrued interest to the repurchase date. On or after December 1, 2017, we may, at our option, redeem all or part of the Exchangeable Notes at a price equal to 100% of the principal amount of the notes plus any unpaid accrued interest to the redemption date. Our payment obligations under the Exchangeable Notes are guaranteed by certain domestic subsidiaries of Clearwire Corporation on a senior basis and by Sprint Corporation and Sprint Communications, Inc. as discussed below.

37 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On October 17, 2013, Clearwire Communications LLC and Clearwire Finance Inc (together, "the Issuers"), entered into a supplemental indenture related to the Exchangeable Notes that (1) permitted the periodic reports filed by Sprint (rather than Clearwire Corporation) with the SEC to satisfy the Issuers' reporting and related obligations in the event that Sprint Corporation and Sprint Communications Inc. unconditionally guarantee the Exchangeable Notes, and (2) agreed to use commercially reasonable efforts to obtain credit ratings for the Exchangeable Notes by two national rating agencies. Sprint Credit Agreement On July 19, 2013, Clearwire Communications LLC and Clearwire Finance, Inc. entered into the $3.0 billion Sprint Credit Agreement, with Sprint Communications, Inc. where Sprint agrees to make revolving credit loans to us subject to the terms and conditions set forth in the agreement. The interest rate on outstanding loans is the London Interbank Offered Rate (LIBOR) as of the preceding interest payment date plus applicable margin of 4.00% to 4.75%, which is based on Moody's and S&P ratings. The interest payment date is the last business day of each fiscal quarter. The maturity date of the Sprint Credit Agreement is July 1, 2017. Under the Sprint Credit Agreement, we are not permitted to incur indebtedness unless agreed to by Sprint through written consent. During the Successor twelve months ended March 31, 2015, we drew $343.0 million under the agreement. Vendor Financing Notes Our vendor financing facility, the borrowing availability of which expired May 26, 2014, allowed us to obtain financing by entering into notes. The unsecured note matures in November 2015 and the coupon rate is based on 3-month LIBOR plus a spread of 7.00%. The secured note matured in February 2015. Capital Lease Obligations Certain of our network equipment has been acquired under capital lease facilities. At the inception of the capital lease, the lower of either the present value of the minimum lease payments required by the lease or the fair value of the equipment, is recorded as a capital lease obligation. The initial non-cancelable terms of these capital leases is three to twelve years and may include one or more renewal options at the end of the initial lease term that may be exercised at our discretion. Lease payments for the initial lease term and any fixed renewal periods are established at the inception of the lease and interest expense is recognized using the effective interest rate method based on the rate imputed using the contractual terms of the lease. As of March 31, 2015, all $108.8 million of our capital lease obligations is secured by assets classified as Network and base station equipment. Our lease agreements may contain change of control provisions. In certain agreements, a change of control may exclude a change of control by permitted holders including, but not limited to, Sprint, any of its successors and its respective affiliates. Other agreements may reference circumstances involving a change of control if Clearwire's credit rating falls below a certain credit rating as provided in the applicable lease agreements. Upon the occurrence of a change of control, the lessor may require payment of a predetermined casualty value of the leased equipment. Interest Expense — Interest expense included in our consolidated statements of operations consisted of the following:

Successor Predecessor Three Months Three Months Year Ended Ended 175 Days Ended 190 Days Ended Ended Year Ended March 31, March 31, December 31, July 9, March 31, December 31, 2013 2015 2014 2013 2013 (Unaudited) 2012 (in thousands) Interest coupon $ 124,187 $ 30,846 $ 197,669 $ 275,551 $ 131,985 $ 518,671 Accretion of debt discount and (amortization) of debt premium, net(1) (45,705) (11,195) (48,006) 36,832 11,323 41,386 Capitalized interest (1,300) (696) (4,065) (6,751) (2,791) (6,598) Total interest expense, net $ 77,182 $ 18,955 $ 145,598 $ 305,632 $ 140,517 $ 553,459

(1) The Predecessor results include non-cash amortization of deferred financing fees which were classified as Other assets on the consolidated balance sheets.

38 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Fair Value Assets and Liabilities Valued on Recurring Basis The carrying amounts of cash and cash equivalents, accounts and notes receivable, and accounts payable approximates fair value. The fair value of warrants, totaling approximately $89,000 and $81,000 as of March 31, 2015 and 2014, respectively, is estimated using the Black-Scholes valuation model, based on several assumptions including the risk-free interest rate, volatility, expected dividend yield and expected term, which are unobservable inputs that cannot all be corroborated by market data. Prior to the acquisition, we had recorded a stock delivery agreement derivative asset (Stock Delivery Agreement), and exchange option derivative liabilities (Exchange Options), related to our 8.25% Exchangeable Notes due 2040. As a result of the acquisition of Clearwire by Sprint, the equity underlying the Stock Delivery Agreement and Exchange Options ceased to exist and the fair value of the derivatives previously recognized became zero. To estimate the fair value of the Stock Delivery Agreement and the Exchange Options prior to the acquisition, we used an income approach based on valuation models, including option pricing models and discounted cash flow models. We maximized the use of market-based observable inputs in the models and developed our own assumptions for unobservable inputs based on management estimates of market participants' assumptions in pricing the instruments. We also had a stock delivery agreement and exchange option derivatives related to the Sprint Notes. Prior to the acquisition by Sprint, these derivatives were valued using unobservable inputs that could not be corroborated by market data. To estimate the fair value of the stock delivery agreement and exchange option derivatives, we used a jump diffusion model for convertible bonds that took into consideration discount rates, volatility and an independent process to model defaults. We maximized the use of market-based observable inputs in the model and developed our own assumptions for unobservable inputs based on management estimates of market participants' assumption in pricing the instruments. During the third quarter of 2013, Sprint exchanged all of the outstanding notes. See Note 9, Long-term Debt, Net, for additional discussion. The following table presents the change in financial assets valued with unobservable inputs that could not be corroborated by market data and measured on a recurring basis for the 175 days ended December 31, 2013:

Net Realized/ Net Unrealized Unrealized Losses Included Gains (Losses) in 2013 Earnings Included in Relating to Net Realized/ Accumulated Instruments Acquisitions, Unrealized Other Held at Issuances and Losses Included in Comprehensive December 31, December 31, Successor: July 10, 2013 Settlements Earnings Income 2013 2013 (in thousands) Prepaid expenses and other assets: (1) Warrants $ 215 $ — $ (134) $ — $ 81 $ (134) ______(1) Included in Gain (loss) on derivative instruments in the consolidated statements of operations. The following table presents the change in financial assets and liabilities valued with unobservable inputs that could not be corroborated by market data and measured on a recurring basis for the 190 days ended July 9, 2013:

Net Realized/ Net Unrealized Unrealized Gains (Losses) Gains (Losses) Included in 2013 Net Realized/ Included in Earnings Unrealized Accumulated Relating to Acquisitions, Gains (Losses) Other Instruments January 1, Issuances and Included in Comprehensive Held at July 9, Predecessor: 2013 Settlements Earnings Income July 9, 2013 2013 (in thousands) Prepaid expenses and other assets (current and non-current): (1) Warrants and derivatives $ 5,544 $ 395,270 $ (400,599) $ — $ 215 $ 4 Accrued expenses and other current liabilities: (1) Derivatives (5,333) (317,635) 322,968 — — — ______(1) Included in Gain (loss) on derivative instruments in the consolidated statements of operations.

39 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the change in financial assets and liabilities valued with unobservable inputs that could not be corroborated by market data and measured on a recurring basis for the year ended December 31, 2012:

Net Unrealized Gains (Losses) Net Unrealized Included in 2012 Gains (Losses) Earnings Included in Relating to Net Unrealized Accumulated Instruments Acquisitions, Gains (Losses) Other Held at January 1, Issuances and Included in Comprehensive December 31, December 31, Predecessor: 2012 Settlements Earnings Income 2012 2012 (in thousands) Prepaid expenses and other assets (current and non-current): (1) Warrants and derivatives $ 8,449 $ (1,553) $ (1,352) $ — $ 5,544 $ (1,776) Accrued expenses and other current liabilities: (1) Derivatives (8,240) 1,553 1,354 — (5,333) 1,778 ______(1) Included in Gain (loss) on derivative instruments in the consolidated statements of operations. Debt Instruments To estimate the fair value of the 2016 Senior Secured Notes and the Exchangeable Notes for March 31, 2015 and 2014, we used actual trade prices and indicative values from a third-party pricing source. The Sprint Credit Agreement carrying value approximates fair value due to the interest rate being variable with market conditions. To estimate the fair value of the Vendor Financing Notes, we used an income approach based on the contractual terms of the notes and market-based parameters such as interest rates. A level of subjectivity is applied to estimate the discount rate used to calculate the present value of the estimated cash flows. The following table presents the carrying amounts and estimated fair values of current and long-term debt:

March 31, 2015 March 31, 2014 Carrying Carrying Value Fair Value Value Fair Value (in thousands) Notes: Senior Secured Notes - 2016 $ 356,034 $ 358,875 $ 388,234 $ 402,189 Exchangeable Notes $ 668,541 $ 689,408 $ 681,803 $ 733,454 Sprint Credit Agreement $ 458,479 $ 458,479 $ 115,479 $ 115,479 Vendor Financing Notes $ 5,114 $ 5,193 $ 13,017 $ 13,658

40 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. Commitments and Contingencies Future minimum cash payments under obligations for our continuing operations listed below (including all optional expected renewal periods on operating leases) as of March 31, 2015, are as follows:

Thereafter, Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year including Total 2015 2016 2017 2018 2019 renewal periods (in thousands) Long-term debt obligations(1) $ 1,392,768 $ 5,055 $ 300,000 $ 458,479 $ — $ — $ 629,234 Interest payments on long- term debt obligations(1) 1,493,277 119,903 120,974 58,428 51,912 51,912 1,090,148 Operating lease obligations 2,234,197 360,180 359,399 351,463 340,710 292,374 530,071 Spectrum lease obligations 6,634,658 191,230 200,815 208,829 211,343 215,524 5,606,917 Spectrum service credits and signed spectrum agreements 90,121 2,779 2,779 2,779 2,779 2,779 76,226 Capital lease obligations(2) 136,875 42,094 33,662 20,800 8,654 9,000 22,665 Purchase agreements 204,481 44,381 142,858 8,560 6,405 1,714 563 Total $ 12,186,377 $ 765,622 $ 1,160,487 $ 1,109,338 $ 621,803 $ 573,303 $ 7,955,824 ______(1) Principal and interest payments beyond 2017 represent potential principal and interest payments on the Exchangeable Notes beyond the expected repayment in 2017. (2) Includes $28.0 million representing interest. Expense recorded related to spectrum and operating leases included in Cost of goods and services and network costs within the consolidated statements of operations was as follows:

Successor Predecessor Three Months 175 Days 190 Days Three Months Year Ended Ended Ended Ended Ended Year Ended March 31, March 31, December 31, July 9, March 31, December 31, 2013 2015 2014 2013 2013 (Unaudited) 2012 (in thousands) Spectrum lease expense $ 353,606 $ 87,330 $ 165,671 $ 178,989 $ 83,399 $ 326,798 Operating lease expense $ 367,559 $ 91,106 $ 196,843 $ 245,010 $ 118,995 $ 502,701

Operating lease obligations — Our commitments for non-cancelable operating leases consist mainly of leased sites, including towers and rooftop locations, and office space. Certain of the leases provide for minimum lease payments, additional charges and escalation clauses. Operating leases generally have initial terms of five to seven years with multiple renewal options for additional five-year terms totaling between 20 and 25 years. Operating lease obligations in the table above include all lease payments for the contractual lease term plus one renewal period and include any remaining future lease payments for leases where notice of intent not to renew has been sent as a result of the lease termination initiatives. The estimated lease term utilized for lease expense recognition purposes for most leases includes the initial non-cancelable term plus one renewal period. Spectrum lease obligations — Certain of our spectrum leases provide for minimum lease payments, additional charges and escalation clauses. Leased spectrum agreements have terms of up to 30 years. We expect that all renewal periods in our spectrum leases will be renewed by us. Spectrum service credits — We have commitments to provide services to certain lessors in launched markets, and to reimburse lessors for certain capital equipment and third-party service expenditures, over the term of the lease. We accrue a monthly obligation for the services and equipment based on the total estimated available service credits divided by the term of the lease. The obligation is reduced by services provided and as actual invoices are presented and paid to the lessors. During the year ended March 31, 2015, we satisfied $9.0 million related to these commitments, which includes an extensive review of all relevant lease contract terms performed during the Successor period ended September 30, 2014. As a result, the maximum remaining commitment at March 31, 2015 is $90.0 million and is expected to be incurred over the term of the related lease agreements, which generally range from 15-30 years. Purchase agreements — Included in the table above are purchase commitments with take-or-pay obligations and/or volume commitments for equipment that are non-cancelable. The table above also includes other obligations we have that include

41 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) minimum purchase commitments with certain suppliers over time for goods and services regardless of whether suppliers fully deliver them. They include, among other things, agreements for backhaul and IT related and other services. In addition, we are party to various arrangements that are conditional in nature and create an obligation to make payments only upon the occurrence of certain events, such as the actual delivery and acceptance of products or services. Because it is not possible to predict the timing or amounts that may be due under these conditional arrangements, no such amounts have been included in the table above. The table above also excludes blanket purchase order amounts where the orders are subject to cancellation or termination at our discretion or where the quantity of goods or services to be purchased or the payment terms are unknown because such purchase orders are not firm commitments. Legal proceedings — As more fully described below, we are involved in a variety of lawsuits, claims, investigations and proceedings concerning intellectual property, business practices, commercial and other matters. We determine whether we should accrue an estimated loss for a contingency in a particular legal proceeding by assessing whether a loss is deemed probable and can be reasonably estimated. We reassess our views on estimated losses on a quarterly basis to reflect the impact of any developments in the matters in which we are involved. Legal proceedings are inherently unpredictable, and the matters in which we are involved often present complex legal and factual issues. We vigorously pursue defenses in legal proceedings and engage in discussions where possible to resolve these matters on terms favorable to us, including pursuing settlements where we believe it may be the most cost effective result for the Company. It is possible, however, that our business, financial condition and results of operations in future periods could be materially and adversely affected by increased litigation expense, significant settlement costs and/or unfavorable damage awards. Throughout the legal proceedings disclosure, we use the terms Clearwire and the Company to refer to Clearwire Corporation, Clearwire Communications LLC, Clear Wireless LLC and its subsidiaries. In April 2013, Kenneth Lindsay, a former employee and others, filed a purported collective class action lawsuit in U.S. District Court for the District of Minnesota, against Clear Wireless LLC and Workforce Logic LLC. Plaintiffs allege claims individually and on behalf of a purported nationwide collective class under the Fair Labor Standards Act (FSLA), from April 9, 2010 to present. The lawsuit alleges that defendants violated the FLSA, notably sections 201 and 207 and relevant regulations, regarding failure to pay minimum wage, failure to pay for hours worked during breaks or work performed "off the clock" before, during and after scheduled work shifts, overtime, improper deductions, and improper withholding of wages, commissions and bonuses. Plaintiffs seek back wages, unpaid wages, overtime, liquidated damages, attorney fees and costs. We filed an answer to the complaint on April 30, 2013. In January, 2014, the magistrate judge granted plaintiffs’ motion for conditional class certification, and the district judge declined to overrule that order. Plaintiffs' allegations relating to minimum wage violations have been dismissed. The parties are engaged in discovery. As the litigation is in the early stages, its outcome is unknown and an estimate of any potential loss cannot be made at this time. On April 26, 2013, stockholders ACP Master, Ltd., Aurelius Capital Master, Ltd., and Aurelius Opportunities Fund II, LLC, filed suit in the Delaware Court of Chancery against the Company, its directors, Sprint and Sprint HoldCo. (the ACP Action). On December 20, 2013, those entities filed an amended complaint, naming as defendants Sprint Corporation, Sprint Communications, Inc., the former directors of the Company, Starburst I, Inc., and SoftBank Corp. The amended ACP Action alleges that the directors of the Company breached their fiduciary duties in connection with the Sprint-Clearwire transaction (the “Merger”), that Sprint breached duties owed to the plaintiff stockholders by virtue of its status as a “controlling” stockholder, and that the other entities aided and abetted the alleged breaches of duties. The ACP action seeks a declaration that Sprint and the director defendants breached their fiduciary duties, and that the other entities aided and abetted that breach; a declaration that the Special Committee and majority-of-minority conditions were insufficient safeguards and that defendants bear a burden of proving the “entire fairness” of the transaction; a declaration that the Note Purchase Agreement was the product of defendants’ breach of fiduciary duties; a finding that the Merger was unfair to the plaintiffs; rescission of the Merger; and unspecified damages, fees and expenses. The defendants moved to dismiss the ACP Action in January, 2014, and on June 18, 2014, the defendants' motions were denied. We intend to continue to defend the matter vigorously. On October 23, 2013, the plaintiffs in the ACP Action filed a new lawsuit in the Delaware Court of Chancery against the Company. The complaint asks the court for an appraisal of the “fair value” of plaintiffs’ stock in Clearwire, and an order that Clearwire pay plaintiffs the “fair value,” plus interest and costs. The Company filed its answer in November, 2013, and discovery has begun. This case and the ACP Action are in the early stages, their outcome is unknown, and an estimate of potential losses cannot be made at this time. In addition to the matters described above, we are often involved in certain other proceedings which seek monetary damages and other relief. Based upon information currently available to us, none of these other claims are expected to have a material effect on our business, financial condition or results of operations.

42 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

ITEM 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

None

ITEM 9B. Other Information

None

43 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

PART III

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Member Matters

Securities Authorized for Issuance Under Equity Compensation Plans None. Security Ownership of Certain Beneficial Owners and Management The following table provides information about the only known beneficial owner of 5% or more of Clearwire Communications LLC voting units. For purposes of the table below, beneficial ownership is determined based on Rule 13d-3 of the Securities Exchange Act of 1934, which states that a beneficial owner is any person who directly or indirectly has or shares voting and/or investment or dispositive power.

Amount and Nature of Beneficial Percent Title or Class Name and Address of Beneficial Owner Ownership(1) of Class(2) CLEARWIRE CORPORATION 6200 Sprint Parkway Voting Units Overland Park, KS 66251 2,282,740,402 100%

______(1) Clearwire Corporation owns all of the voting units in Clearwire Communications LLC as of March 31, 2015. (2) Percentage of Total Voting Power

ITEM 13. Certain Relationships and Related Transactions, and Director Independence Clearwire Corporation and Clearwire Communications LLC have or had a number of strategic and commercial relationships with third parties that had or may have a significant impact on Clearwire’s business, operations and financial results. Supplemental information regarding such transactions prior to the Sprint Acquisition can be found in Clearwire Corporation’s filings with the SEC, including its Form 10-K for the year ended December 31, 2012, which can be found at www.sec.gov. Sprint Credit Agreement On July 19, 2013, Clearwire Communications, LLC and Clearwire Finance, Inc. (Borrowers), entered into a $3.0 billion credit agreement with Sprint Communications, Inc. (Lender), where the Lender agrees to make revolving credit loans to the Borrowers subject to the terms and conditions set forth in the agreement. At March 31, 2015, we had an outstanding balance of $458.5 million. See Note 9, Long-term Debt, net, for further information. Sprint Services Agreement On July 19, 2013, Clearwire Corporation entered into a services agreement with Sprint/United Management Company, a wholly-owned subsidiary of Sprint Corporation (Management Company), pursuant to which the Management Company provides certain services to Clearwire Corporation, the parent company to Clearwire Communications, and its subsidiaries for a stated management fee based on a schedule as set forth in the agreement. In January 2015, Clearwire Corporation prepaid the annual management fee totaling $49 million under the agreement of which $53.5 million was recognized as a selling, general and administrative expense by Clearwire Communications, LLC in the year ended March 31, 2015. Sprint Spectrum Agreement On July 19, 2013, Clearwire Communications, including direct and indirect subsidiaries as defined in the agreement (Licensees), entered into a spectrum usage agreement with Sprint Spectrum, L.P., a wholly-owned subsidiary of Sprint Corporation, and its affiliated entities as defined in the agreement (Users). The Licensees allow the Users to use the spectrum holdings of Licensees as equipment is deployed by Users using such spectrum subject to the terms defined in the agreement. Users shall pay Licensees an annual spectrum use fee as set forth in the agreement, beginning in 2014. The Users paid the annual spectrum use fee of $285.6 million under the agreement in each of January 2015 and 2014.

44 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued)

Commercial Agreements Prior to the Sprint Acquisition Prior to the Sprint Acquisition, Clearwire Communications was party to various commercial agreements with Sprint and the Investors, which related to the bundling and reselling of Clearwire's WiMAX services and Sprint's third generation (3G) wireless communications, services, the embedding of WiMAX chips into various devices, and the development of Internet services and protocols, among other things. MVNO Support Agreement We entered into a non-exclusive MVNO support agreement with Sprint Spectrum, L.P. (3G MVNO Agreement), whereby Sprint agrees to sell its code division multiple access and mobile voice and data communications service (PCS Service), for the purpose of resale to our retail customers. The PCS Service includes Sprint’s existing core network services, other network elements and information that enable a third party to provide services over the network, or core network enablers, and subject to certain limitations and exceptions, new core network services, core network enablers and certain customized services. For the Successor year ended March 31, 2015, we paid $0.9 million to Sprint for 3G wireless services provided by Sprint to us, which is included in Cost of goods and services and network costs on the consolidated statements of operations. 4G MVNO Agreement. Prior to the Sprint Acquisition, Clearwire Communications entered into a 4G MVNO Agreement with Comcast MVNO II, LLC, TWC Wireless, LLC, BHN Spectrum Investments, LLC and Sprint Spectrum L.P. (4G MVNO Agreement), pursuant to which it sells its wireless broadband services to the other parties to the 4G MVNO Agreement, for the purposes of the purchasers marketing and reselling the wireless broadband services to each of their respective end user customers. The wireless broadband services to be provided under the 4G MVNO Agreement are generally comprised of those services provided by Clearwire Communications to its retail customers, or standard network services, and certain other wireless broadband services, or non-standard network services requested by Comcast MVNO II, LLC, TWC Wireless, LLC and BHN Spectrum Investments, LLC and any other parties permitted to become a party to the 4G MVNO Agreement that exercise the option to do so (4G MVNOs). Under the 4G MVNO Agreement, Clearwire Communications agreed to, among other things, use commercially reasonable efforts to provide support services to each of the 4G MVNOs and to develop by certain prescribed dates certain wireless service and network elements. On November 30, 2011, Clearwire Communications and Sprint entered into an amendment to the 4G MVNO Agreement. Under this amendment, Sprint Spectrum paid 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 was payable for service provided in 2012, and the remainder for service provided in 2013. Of the $925.9 million, $175.9 million was paid as an offset to principle and interest due under a $150.0 million Sprint Promissory Note issued by us to Sprint. As part of the November 2011 4G MVNO Amendment, we also agreed to the elimination of device minimum fees after 2011, usage based pricing for WiMAX services after 2013, and for LTE service beginning in 2012. We also agreed that Sprint Spectrum may re-wholesale wireless broadband services, subject to certain conditions and we agreed to operate our WiMAX network through calendar year 2015. Subject to the satisfaction of certain network build-out conditions, Sprint agreed to prepay us up to another $350 million in installments once certain milestones are achieved for future services to be provided to Sprint over our LTE network. The amount and nature of the prepayment is subject to reduction in certain circumstances, including in the event that we fail to meet initial LTE deployment build targets by June 30, 2013, or if we fail to meet certain network specifications. As a result of the Sprint Acquisition and the decision to shutdown the WiMAX network, we did not achieve network build thresholds in compliance with certain terms of the amendment and were required to refund the remaining unused prepaid amounts at December 31, 2014 to Sprint, which totaled $164.6 million. For the year ended March 31, 2015, we recognized wholesale revenue of $279.4 million from Sprint for 4G broadband wireless services. We also agreed to collaborate with Sprint on LTE network design, architecture and deployment, including site selection, and Sprint committed to use commercially reasonable efforts to support certain specified chipset ecosystems and to launch devices to roam on our LTE network, including laptop cards and smartphones, in 2013. This amendment also provides for additional conditions on any sale of core spectrum assets necessary to operate our WiMAX and LTE networks, including agreeing to allow Sprint Spectrum an opportunity to make offers to purchase our excess spectrum in the event that we propose to sell such spectrum. In May and August 2012, Clearwire Communications and Sprint entered into amendments of the 4G MVNO Agreement. Under these amendments, the site milestone targets outlined in the November 2011 Amendment and certain terms of the premium uplink retail and wholesale price plans were revised. Master Site Agreement. Prior to the Sprint Acquisition, Clearwire Communications entered into a master site agreement with Sprint (Master Site Agreement), pursuant to which Sprint and Clearwire Communications established the contractual framework and procedures for the leasing of tower and antenna co-location sites to each other. Leases for specific sites will be negotiated by Sprint and Clearwire Communications on request by the lessee. The leased premises may be used 45 CLEARWIRE COMMUNICATIONS LLC AND SUBSIDIARIES (Continued) by the lessee for any activity in connection with the provision of wireless communications services, including attachment of antennae to the towers at the sites. The term of the Master Site Agreement is ten years from execution. The term of each lease for each specific site is five years, but the lessee has the right to extend the term for up to an additional twenty years. The lessee is responsible for payment of a monthly fee per site to the other party. The lessee is also responsible for the utility costs and for certain additional fees. For the year ended March 31, 2015, we made rent payments under this agreement of $74.0 million which is included in Cost of goods and services and network costs on the consolidated statements of operations. Master Agreement for Network Services. Clearwire Communications entered into a master agreement for network services with the Sprint Entities (Master Agreement for Network Services), pursuant to which the Sprint Entities and Clearwire Communications established the contractual framework and procedures for Clearwire Communications to purchase network services from the Sprint Entities. Clearwire Communications may order various services from the Sprint Entities, including IP network transport services, data center collocation, toll-free services and access to the following business platforms: voicemail, instant messaging services, location-based systems and media server services. Clearwire Communications is not obligated to purchase these services from the Sprint Entities. The Sprint Entities must provide a service level agreement that is consistent with the service levels provided to similarly situated customers. Pricing will be specified in separate product attachments for each type of service; in general, the pricing is based on the mid-point between fair market value of the service and the Sprint Entities' fully allocated cost for providing the service. The term of the Master Agreement for Network Services is five years, but Clearwire Communications has the right to extend the term for an additional five years. For the year ended March 31, 2015, we recognized $17.1 million related to network services provided by Sprint to us, which is included in Cost of goods and services and network costs on the consolidated statements of operations.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules (a) Financial Statements The consolidated financial statements are set forth under Item 8 of this annual reporting package.

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