SPRINT 8-K Regulation FD Disclosure

Sprint / Clearwire

Investor Call

December 17, 2012

Exhibit 99.2

©

2012 Sprint

Cautionary Statement

2

Cautionary Statement Regarding Forward-Looking Statements

This presentation includes “forward-looking statements” within the meaning of the securities laws. The words “may,” “could,” “should,”

“estimate,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “target,” “plan,” “providing guidance” and similar expressions are

intended to identify information that is not historical in nature.

This presentation contains forward-looking statements relating to the proposed merger and related transactions (the “transaction”) between

Sprint and Clearwire. All statements, other than historical facts, including statements regarding the expected timing of the closing of the

transaction; the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits and

efficiencies of the transaction; the competitive ability and position of Sprint and Clearwire; and any assumptions underlying any of the foregoing,

are forward-looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks,

uncertainties and assumptions. The inclusion of such statements should not be regarded as a representation that such plans, estimates or

expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to

differ materially from such plans, estimates or expectations include, among others, any conditions imposed in connection with the transaction,

approval of the transaction by Clearwire stockholders, the satisfaction of various other conditions to the closing of the transaction contemplated

by the merger agreement, and other factors discussed in Clearwire’s and Sprint’s Annual Reports on Form 10-K for their respective fiscal years

ended December 31, 2011, their other respective filings with the U.S. Securities and Exchange Commission (the “SEC”) and the proxy statement

and other materials that will be filed with the SEC by Clearwire in connection with the transaction.  There can be no assurance that the

transaction will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the

transaction will be realized.

Sprint does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which

the statement is made or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on any of these

forward-looking statements.

©

2012 Sprint

Soliciting Material Pursuant to 14a-12

3

Additional Information and Where to Find It

In connection with the transaction, Clearwire will file a proxy statement and other materials with the

SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER

RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION ABOUT CLEARWIRE AND THE TRANSACTION. Investors and security holders may obtain

free copies of these documents (when they are available) and other documents filed with the SEC at the

SEC's

web

site

at

www.sec.gov.

In

addition,

the

documents

filed

by

CLEARWIRE

with

the

SEC

may

be

obtained free of charge by contacting CLEARWIRE at Clearwire, Attn: Investor Relations, (425) 636-5828.

Clearwire’s filings with the SEC are also available on its website at http://corporate.clearwire.com.

Participants in the Solicitation

Clearwire and its officers and directors and Sprint and its officers and directors may be deemed to be

participants in the solicitation of proxies from Clearwire’s stockholders with respect to the transaction.

Information about Clearwire’s officers and directors and their ownership of Clearwire’s common shares

is set forth in the proxy statement for Clearwire’s 2012 Annual Meeting of Stockholders, which was filed

with the SEC on April 30, 2012. Information about Sprint’s officers and directors is set forth in Sprint’s

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2011,

which

was

filed

with

the

SEC

on

February 27, 2012. Investors and security holders may obtain more detailed information regarding the

direct and indirect interests of the participants in the solicitation of proxies in connection with the

transaction by reading the preliminary and definitive proxy statements regarding the transaction, which

will be filed by Clearwire with the SEC.

Sprint CEO

Dan Hesse

4

©

2012 Sprint

Expected Transaction Strategic Benefits

•

Optimize

value

creation

of

spectrum

assets

-

Keeps

spectrum

intact

-

Gain

full

control

of

valuable

spectrum

resource

and

LTE

deployment

-

Fair

price

to

both

shareholder

bases

•

Timing

of

the

transaction

enables

the

efficient

deployment

of

LTE

on

2.5

with

the

greatest

expected

efficiencies

5

©

2012 Sprint

Creates

Robust

Spectrum

Portfolio

LTE-TD –

Depth enables

capacity & speed

Core LTE-FD deployment on

G Block

Enhanced propagation for

LTE-FD deployment

6

800 MHz

1.9 GHz

2.5 GHz

©

2012 Sprint

Significant

value

for

Sprint

and

Clearwire

Shareholders

•

Fair

Premium

to

Clearwire’s

trading

price

pre

Sprint-SoftBank

announcement

•

Fair

price

per

MHz

PoP

•

Eliminates

complexities

and

challenges

of

current

inter-company

governance

•

Best

timing

at

initial

planning

stages

of

Clearwire

LTE

build-out

7

©

2012 Sprint

Sprint

Turnaround

8

2008 -

2011

2012 -

2013

2014+

•

Transaction

provides

spectrum

capacity

to

enable

future

growth

•

Facilitates

more

competitive

service

offerings

to

fuel

margin

expansion

phase

Investment

Margin Expansion

Recovery

Clearwire CEO

Erik Prusch

9

©

2012 Sprint

Transaction Provides Certain and Attractive

Value for Clearwire’s Shareholders

10

•

•

•

•

•

•

$2.97/share

in

cash

$2.2bn

equity

purchase

price

$10bn

total

Clearwire

enterprise

value

~130%

premium

to

Clearwire’s

price

on

October

10

(Date preceding confirmation of Sprint/Softbank discussions and rumors of  Clearwire involvement)

(Date preceding Sprint’s initial indication of interest)

Initial

indication

of

interest

$2.60

final

proposal

$2.97

(+14%)

~40%

premium

to

Clearwire’s

price

on

November

20

©

2012 Sprint

Clearwire Board Has Reviewed Available

Strategic Alternatives Over the Course of the

Last Two Years

•

Clearwire Board and management performed a comprehensive review of strategic

alternatives to maximize shareholder value over the past two years

•

Upon

first

indication

of

Sprint

interest

in

current

transaction,

the

Clearwire

Board

formed a Special Committee comprised solely of Directors independent from Sprint to

review

the

strategic

alternatives

available

to

the

Company.

The

Special

Committee:

Hired its own legal and financial advisors, and conducted a careful and

rigorous process

Received fairness opinion from its financial advisors

Made

unanimous

recommendation

to

Board

that

offer

is

fair

to

and

in

the

best interest of non-Sprint Class A shareholders

•

Along

with

receiving

Special

Committee

recommendation,

the

Board

conducted

its

own review with its financial and legal advisors and also received a fairness opinion,

and

unanimously

determined

that

this

transaction

was

fair

to

and

in

the

best

interests

of our non-Sprint shareholders

11

©

2012 Sprint

Clearwire Explored Wide Range of Strategic

Alternatives to Maximize Shareholder Value

Alternative Explored

Considerations

Add New Non-Sprint

Wholesale Customers

•

Ability to attract additional major customers is single-biggest factor in long-

term viability of our business

•

Likelihood of success remains uncertain given current industry dynamics

Partnerships or Other

Strategic Transactions

•

Held

extensive

discussions

with

potential

strategic

partners

and

investors

•

Unable to secure new partnerships given existing governance agreements

•

are not sellers

•

Capital needs of the business are significant

-

Invested >$3B capex on WiMAX network and LTE upgrade to date

-

Limited ability to finance LTE build and obtain additional wholesale customers with substantial data

capacity needs

-

Have taken significant steps to improve positioning of retail business and reduce costs

12

Would not be able to sell whole company – Sprint has made it clear they

©

2012 Sprint

Alternative

Explored

Considerations

Sell Excess

Spectrum

•

Hired investment bank to conduct auction in 2010

o

Resulted in handful of bids with spectrum values well below those recently

speculated by some shareholders, analysts and reporters

o

Were not successful in reaching agreement before we elected to pursue other

available financing options

o

Since then, engaged in series of conversations with a number of parties (no

compelling offer resulted)

•

Over past several weeks received one credible, but preliminary, proposal

o

Worked to improve proposal, but value well below recent speculation

o

Special Committee and Board concluded that Sprint transaction was better

alternative for non-Sprint Class A shareholders

•

Recently reached out again to all parties previously in discussions with –

no new

interest generated

•

Even with sale of a meaningful block of spectrum, this does not address Clearwire’s

fundamental issue: inability to attract a second major wholesale

customer

Financing

Alternatives

(Debt / Equity)

•

In contact with lenders/participants in capital markets

•

Have very limited access to new debt capital

•

Only have ~ 360mm shares available under current share authorization

•

Substantial funding gap –

not enough capital available to fund plan

Financial

Restructuring

•

Spent significant time with advisors to understand implications / risks of restructuring

•

Believe financial restructuring is quite possible should Sprint transaction not close

Clearwire Explored Wide Range of Strategic

Alternatives to Maximize Shareholder Value

13

Sprint CFO

Joe Euteneuer

14

©

2012 Sprint

Transaction Overview

15

•

$2.97 per share in cash for approximately 50% of

Clearwire’s shares not already owned by Sprint

•

$2.2 billion cash payment to Clearwire’s non-Sprint shareholders

•

Clearwire’s outstanding debt and spectrum lease

obligations of approximately $6.3 billion will remain

outstanding

•

Over $800 million of projected year-end 2012 cash on Clearwire’s

balance sheet

•

Loan of up to $800 million

•

Exchangeable for equity at $1.50 per share

•

$80 million per month to be loaned to Clearwire starting 1/1/13

©

2012 Sprint

Financial Benefits and Costs

16

•

Estimated total efficiencies of approximately

$1

billion

,

including

reduction

in

Clearwire cost of debt

•

Expect slight dilution to Adjusted OIBDA in

2H13 and

NPV

neutral impact in 2014

©

2012 Sprint

Roadmap to Completion

17

•

Customary closing conditions, including regulatory

approvals

•

Clearwire shareholder vote –

affirmative vote of at

least 75% of outstanding shares (including Sprint)

and a majority of non-Sprint owned shares

•

Completion of Sprint’s previously announced

transaction with SoftBank

•

SoftBank has provided its consent to the transaction

•

Expected to close mid-2013

©

2012 Sprint

Expected Transaction Strategic Benefits

18

•

Optimize value creation

of spectrum assets

-

Keeps spectrum intact

-

Gain

full control

of valuable spectrum

resource and LTE deployment

-

Fair

price

to both shareholder bases

•

Timing of the transaction enables

the efficient

deployment of LTE on 2.5 with the greatest

expected efficiencies

19

Q&A