425

Filed by Sprint Nextel Corporation

Pursuant to Rule 425 under the Securities Act of

1933 and Deemed Filed under Rule 14a-12 of the

Securities Exchange Act of 1934

Subject Company: Clearwire Corporation

Commission File No. 001-33349


May 7, 2008


Forward Looking Statements


3
Dan Hesse
President and Chief Executive Officer
Sprint Nextel Corporation


4
Transaction Summary
(1) Subject to post closing adjustment of $17 -
$23 per share based on Clearwire’s trading price 90 days post closing.
Nationwide Network
Sprint and Clearwire merge WiMAX assets to create a
nationwide wireless broadband network
Spectrum
Provides the depth of spectrum to satisfy mobile services that
demand high capacity bandwidth such as real time video
Equity Investment
$3.2B investment from committed strategic partners at
initial
price
of
$20
per
share
(1)
WiMAX Technology
Mobile broadband technology with highest speeds and
lowest cost per delivered bit
New Products &
Revenue Streams
Leverage content, network, search, location, and voice,
video & data expertise
Corporate Structure
Tax-efficient structure; new Clearwire remains publicly
traded
Distribution, network infrastructure, technology and
application partners expand network value
Strategic Partners


5
Management Team and Governance
Management Team
Benjamin G. Wolff, CEO
Barry West, President
Board of Directors
Craig
O.
McCaw,
Chairman
Dan Hesse, Director
(1)
Brian Roberts, Director
(1)
Glenn Britt, Director
(1)
John Stanton, Director
------------------------------------------------------------------
Sprint:  
5 remaining
appointments
Intel:
1 remaining appointment
Strategic Investors:
1 remaining independent Director
1 Independent Director to be nominated by the Board
(1) Committed to serve one year term as respective company representative.


Benefits for Sprint Shareholders
Maximizes the value of our 2.5 Ghz spectrum through combination with
Clearwire spectrum to create a national footprint
Continues WiMAX deployment momentum
Realizes value for Sprint by utilizing Sprint network infrastructure and
provides Sprint branded 4G product for resale by our sales force
Creates 3G MVNO with cable partners (Comcast, Time Warner and Bright
House)
Preserves Sprint’s financial flexibility by securing financing from new
investors for 4G deployment
Public valuation benchmark for 4G business


7
Ben Wolff
Chief Executive Officer
Clearwire Corporation


8
Pro Forma Ownership Structure
49 -
53% Ownership
New
Existing
Shareholders
25 -
28% Ownership
20 -
25% Ownership
Notes:
(1) Ownership percentages based on in-the-money fully diluted shares at $20 / share; 725mm total in-the-money fully diluted shares.
(2) Additional $10 mm to be invested by Trilogy Equity Partners.
Investment
1,000
$1,050
500
550
100
$3,200
Total Cash Investment
STRATEGIC INVESTORS ($MM)
(2)
6.9  
7.2%
3.4  
3.8  
0.7  
22.0%
%Ownership
(1)
(1)
(1)
(1)


9
9
Strategic Agreements Aligned to Support Clearwire’s
Mobile Broadband Platform
Jointly develop “Powered by Google”
open architecture devices.
Desktop and mobile content and applications available on 4G network.
Exclusive web and local search provider.
Search and advertising revenue sharing arrangement.
Intel to develop, market and support WiMAX chipsets for use in
Clearwire network PCs and mobile devices.
Marketing commitments and branding exclusivity agreements.
Access revenue sharing, performance commitments for aligned
incentives.
4G MVNO with the new Clearwire.
Enterprise sales.
Peering, infrastructure and back office agreements.
Jointly develop, test and launch 4G applications and services.
Distribution and marketing reach to broad existing customer base.
Compelling economics through bundled offerings.


10
10
Cost Efficiencies and Reduced Funding Gap
Save costs by co-locating on Sprint sites
Eliminate duplicative capital expenditures
Towers
Leverage low cost microwave backhaul
Access
Sprint
and
Strategic
Investors’
network
infrast
ructure
Combine vendor agreements and purchasing volume
Backhaul & Telecom
Multiple committed partners developing and marketing
devices
Growing ecosystem of PC, CE and phone vendors
High purchase volumes drive down device prices
Devices and Equipment


11
11
Business Plan Highlights
Targeting 120-140 million covered POPs
by year-end 2010.
Network will provide high-speed wireless solutions to consumer, SOHO, mid
size and enterprise business,  public safety segments and educational
institutions.
Economic model characterized by low fixed capital and operating expenditures.
Equity infusion of $3.2 billion leaves an approximate future funding requirement
of $2.0 –
$2.3 billion.
Expect to secure additional funding opportunistically.
May access capital markets for interim financing to allow Clearwire to accelerate
its build through closing.
Note:
(1) $0.8 Bn
cash includes long term investments.


12
Clearwire’s
Spectrum Portfolio
BN MHz-POPs
40
24.0
21.2
0.0
10.0
20.0
30.0
40.0
50.0
Notes:
(1) Verizon and AT&T are pro forma for 700 MHz auction.
Average
of
80%
of
the
2.5
MHz/POPs
in
top 100 markets
+
Spectrum Holdings (Key U.S. Carriers)
(1)
(1)


Clearwire’s
Product Vision:
A
Seamless
&
Consistent
Experience
Home
and
Away
Future Handset
Services
Residential Data, Voice and
Mobile Broadband Services
Mobile Broadband
Services For
Embedded Laptops
and Consumer
Electronics
Future services targeting in
vehicle and machine to
machine


14
14
Benefits for Clearwire Shareholders
Premium to recent share price trading levels, and enhanced upside prospects
for shareholders.
Spectrum value realization, reduced financing risks and enhanced
revenue
opportunities.
Sprint’s 4G assets complement Clearwire’s
assets and established wireless
high-speed Internet business.
Strategic investors provide financial backing and expand market and revenue
opportunities.
Accelerated deployment of the first nationwide mobile WiMAX network.
Seasoned industry-tested management team and world-class board of
directors.


15
Roadmap to Completion
Execute definitive agreement
Clearwire shareholder vote
Receive FCC and applicable anti-
trust regulatory approvals
Close transaction
Completed
4 –
8 months
6 –
9 months                                       
-
Immediately following receipt of all
approvals
Expected Timeline
Event


16
Q & A