UNITEDTable STATESof Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES DCAND ~~20549~~EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~10-Q~~ DC 20549

~~(Mark~~FORM ~~One)~~ 10-Q

~~x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15~~(dMark One) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~x ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~June 30,~~SECTION ~~2012~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the quarterly period ended September 29, 2012

~~¨ TRANSITION REPORT PURSUANT TO SECTION 13~~ OR ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~¨ ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from to~~ TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~file~~the ~~number~~transition ~~001-33226~~period from to

~~NEXTWAVE~~Commission ~~WIRELESS~~file ~~INC.~~number 001-33226

~~(Exact~~NEXTWAVE ~~name~~WIRELESS ofINC. ~~registrant as specified in its charter)~~

Delaware		20-5361360
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
12264 El Camino Real, Suite 305, San Diego, California		92130
(Address of principal executive offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

(619) 573-1570


Delaware		20-5361360
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

12264 El Camino Real, Suite 305, San Diego, California		92130
(Address of principal executive offices)		(Zip Code)

(~~Registrant’s telephone number, including area code~~619) 573-1570

(~~Former~~Registrant’s ~~name,~~telephone ~~former address and former fiscal year~~number, ifincluding ~~changed~~area ~~since last report~~code)

~~Indicate by check mark whether the registrant~~ (~~1) has~~Former ~~filed~~name, ~~all~~former ~~reports~~address ~~required~~and toformer befiscal ~~filed~~year, byif ~~Section 13~~changed orsince ~~15(d)~~last ~~of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports~~report), ~~and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨~~

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted~~required onto ~~its~~be ~~corporate~~filed ~~website,~~by ifSection 13 ~~any,~~or ~~every~~15(d) ~~Interactive~~of ~~Data~~the ~~File~~Securities ~~required~~Exchange toAct ~~be submitted and posted pursuant to Rule 405~~ of ~~Regulation~~1934 ~~S-T~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such filing requirements for the past 90 ~~files)~~days. Yes x No ¨

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer~~corporate website, aif ~~non-accelerated filer~~any, orevery aInteractive ~~smaller~~Data ~~reporting~~File ~~company.~~required ~~See~~to ~~the~~be ~~definitions~~submitted ofand ~~“large~~posted ~~accelerated~~pursuant to Rule 405 ~~filer,”~~of ~~“accelerated~~Regulation ~~filer”~~S-T ~~and~~during ~~“smaller~~the ~~reporting~~preceding ~~company”~~12 inmonths ~~Rule~~(or ~~12b-2~~for ofsuch shorter period that the ~~Exchange~~registrant ~~Act.~~was ~~(Check~~required ~~one~~to submit and post such files):. Yes x No ¨

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, ¨an ~~Accelerated~~accelerated filer, ¨a ~~Non~~non-accelerated filer, ¨or ~~(Do~~a ~~not~~smaller ~~check~~reporting ifcompany. aSee the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company)” ~~Smaller~~in ~~reporting~~Rule ~~company~~12b-2 xof the Exchange Act. (Check one):

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~¨ ~~whether~~Accelerated ~~the~~filer ~~registrant~~¨ isNon-accelerated afiler ~~shell~~¨ ~~company~~ (asDo ~~defined~~not incheck ~~Rule~~if ~~12b-2~~a ofsmaller ~~the~~reporting ~~Exchange Act~~company)~~. Yes ¨ No x~~ Smaller reporting company x

AsIndicate ofby ~~August~~check 9,mark ~~2012,~~whether ~~there~~the ~~were~~registrant ~~24,938,132~~is ~~shares~~a ofshell ~~the~~company ~~registrant’s~~(as ~~common~~defined ~~stock~~in ~~outstanding~~Rule 12b-2 of the Exchange Act). Yes ¨ No x

~~TABLE~~As OFof ~~CONTENTS~~October 29, 2012, there were 24,938,132 shares of the registrant’s common stock outstanding.

PART I. Financial Information		3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Other Comprehensive Loss	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II. Other Information		21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
Signatures		29
Index to Exhibits		30

~~PART~~TABLE I.OF ~~FINANCIAL~~CONTENTS ~~INFORMATION~~

ITEM 1. Financial Statements


PART I. Financial Information		1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations and Other Comprehensive Loss	2
	Condensed Consolidated Statements of Cash Flows	3
	Notes to Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II. Other Information		23
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	30
Signatures		32
Index to Exhibits		33

NEXTWAVETable WIRELESSof INC. Contents

~~CONDENSED~~PART ~~CONSOLIDATED~~I. ~~BALANCE~~FINANCIAL ~~SHEETS~~INFORMATION

~~(in~~ITEM 1. ~~thousands,~~Financial ~~except~~Statements ~~par value data)~~

~~(unaudited)~~NEXTWAVE WIRELESS INC.

	June 30,2012			December 31,2011
ASSETS
Current assets:
Cash and cash equivalents	$	6,160		$	11,087
Restricted cash		1,697			1,047
Marketable securities		6,268			10,000
Prepaid expenses and other current assets		514			827
Current assets of discontinued operations		4,151			3,511
Total current assets		18,790			26,472
Wireless spectrum licenses, net		431,391			435,522
Property and equipment, net		907			1,313
Other assets		77			362
Total assets	$	451,165		$	463,669
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	467		$	5
Accrued expenses		1,447			2,328
Current portion of long-term obligations		1,104,212			142,019
Other current liabilities		10			10
Current liabilities of discontinued operations		709			172
Total current liabilities		1,106,845			144,534
Deferred income tax liabilities		83,735			83,334
Long-term obligations, net of current portion		15,157			896,568
Commitments and contingencies
Stockholders’ deficit:
Preferred stock, $0.001 par value; 25,000 shares authorized; 355 shares designated as Series A Senior Convertible Preferred Stock; no other shares issued or outstanding		—			—
Common stock, $0.007 par value; 57,143 shares authorized; 24,938 shares issued and outstanding at June 30, 2012 and December 31, 2011		175			175
Additional paid-in-capital		888,749			888,505
Accumulated other comprehensive income		4,035			21,805
Accumulated deficit		(1,647,531	)		(1,571,252	)
Total stockholders’ deficit		(754,572	)		(660,767	)
Total liabilities and stockholders’ deficit	$	451,165		$	463,669

CONDENSED CONSOLIDATED BALANCE SHEETS

~~The~~(in ~~accompanying~~thousands, ~~notes~~except ~~are~~par anvalue ~~integral~~data) ~~part of these condensed consolidated financial statements.~~

3(unaudited)

NEXTWAVE WIRELESS INC.


	September 29, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	5,863		$	11,087
Restricted cash		1,696			1,047
Marketable securities		—			10,000
Prepaid expenses and other current assets		248			827
Current assets of discontinued operations		4,162			3,511


Total current assets		11,969			26,472
Wireless spectrum licenses, net		431,397			435,522
Property and equipment, net		721			1,313
Other assets		50			362


Total assets	$	444,137		$	463,669


LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	250		$	5
Accrued expenses		3,959			2,328
Current portion of long-term obligations		1,148,434			142,019
Other current liabilities		9			10
Current liabilities of discontinued operations		725			172


Total current liabilities		1,153,377			144,534
Deferred income tax liabilities		83,937			83,334
Long-term obligations, net of current portion		15,489			896,568


Commitments and contingencies

Stockholders’ deficit:
Preferred stock, $0.001 par value; 25,000 shares authorized; 355 shares designated as Series A Senior Convertible Preferred Stock; no other shares issued or outstanding		—			—
Common stock, $0.007 par value; 57,143 shares authorized; 24,938 shares issued and outstanding at September 29, 2012 and December 31, 2011		175			175
Additional paid-in-capital		888,800			888,505
Accumulated other comprehensive income		5,486			21,805
Accumulated deficit		(1,703,127	)		(1,571,252	)

Total stockholders’ deficit		(808,666	)		(660,767	)


Total liabilities and stockholders’ deficit	$	444,137		$	463,669

~~CONDENSED~~The ~~CONSOLIDATED~~accompanying ~~STATEMENTS~~notes OFare ~~OPERATIONS~~an ~~AND~~integral ~~OTHER~~part ~~COMPREHENSIVE~~of ~~LOSS~~these condensed consolidated financial statements.

~~(in~~1 ~~thousands, except per share data)~~

(unaudited)Table of Contents

	Three Months Ended						Six Months Ended
	June 30,2012			July 2,2011			June 30,2012			July 2,2011
Operating expenses:
General and administrative	$	5,087		$	6,142		$	10,683		$	12,275
Restructuring credit		—			—			—			(1,076	)
Total operating expenses		5,087			6,142			10,683			11,199
Net gains on sales of wireless spectrum licenses		71			251			100			253
Loss from operations		(5,016	)		(5,891	)		(10,583	)		(10,946	)
Other income (expense):
Interest income		10			14			26			29
Interest expense		(43,111	)		(61,743	)		(84,668	)		(120,245	)
Other income (expense), net		(4	)		(3	)		(4	)		1,252
Total other expense, net		(43,105	)		(61,732	)		(84,646	)		(118,964	)
Loss from continuing operations before income taxes		(48,121	)		(67,623	)		(95,229	)		(129,910	)
Income tax benefit		210			1,659			397			1,820
Net loss from continuing operations		(47,911	)		(65,964	)		(94,832	)		(128,090	)
Income from discontinued operations before income taxes, net of gains on divestitures of discontinued operations of $3, $465, $19,862 and $2,120, respectively		171			912			20,013			2,674
Income tax provision		(54	)		(333	)		(1,460	)		(976	)
Net income from discontinued operations		117			579			18,553			1,698
Net loss	$	(47,794	)	$	(65,385	)	$	(76,279	)	$	(126,392	)
Other comprehensive loss:
Net loss	$	(47,794	)	$	(65,385	)	$	(76,279	)	$	(126,392	)
Foreign currency translation adjustment transferred to earnings upon substantial liquidation of foreign entities		—			—			(17,578	)		1,305
Foreign currency translation adjustment		(909	)		317			(192	)		1,368
Total other comprehensive loss		(48,703	)		(65,068	)		(94,049	)		(123,719	)
Amounts attributed to net income (loss) per common share:
Net loss from continuing operations	$	(47,911	)	$	(65,964	)	$	(94,832	)	$	(128,090	)
Net income from discontinued operations		117			579			18,553			1,698
Net loss	$	(47,794	)	$	(65,385	)	$	(76,279	)	$	(126,392	)
Net income (loss) per common share– basic and diluted
Continuing operations	$	(1.98	)	$	(2.71	)	$	(3.94	)	$	(5.28	)
Discontinued operations		—			0.02			0.77			0.07
Net loss	$	(1.98	)	$	(2.69	)	$	(3.17	)	$	(5.21	)
Weighted-average shares used in per share calculation		24,127			24,279			24,097			24,279

NEXTWAVE WIRELESS INC.

~~The~~CONDENSED ~~accompanying~~CONSOLIDATED ~~notes~~STATEMENTS ~~are~~OF anOPERATIONS ~~integral~~AND ~~part~~OTHER ofCOMPREHENSIVE ~~these~~LOSS ~~condensed consolidated financial statements.~~

4(in thousands, except per share data)

~~NEXTWAVE~~(unaudited) ~~WIRELESS INC.~~

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended						Nine Months Ended
	September 29, 2012			October 1, 2011			September 29, 2012			October 1, 2011
Operating expenses:
General and administrative	$	11,056		$	5,006		$	21,739		$	17,281
Restructuring credit		—			—			—			(1,076	)

Total operating expenses		11,056			5,006			21,739			16,205
Net gains on sales of wireless spectrum licenses		1			2			101			255


Loss from operations		(11,055	)		(5,004	)		(21,638	)		(15,950	)

Other income (expense):
Interest income		6			13			32			42
Interest expense		(44,773	)		(64,762	)		(129,441	)		(185,007	)
Other income (expense), net		(1	)		(7	)		(5	)		1,245

Total other expense, net		(44,768	)		(64,756	)		(129,414	)		(183,720	)

Loss from continuing operations before income taxes		(55,823	)		(69,760	)		(151,052	)		(199,670	)
Income tax benefit		217			262			614			2,082

Net loss from continuing operations		(55,606	)		(69,498	)		(150,438	)		(197,588	)

Income from discontinued operations before income taxes, net of gains (losses) on divestitures of discontinued operations of $0, $(1), $19,862 and $2,119, respectively		16			66			20,029			2,740
Income tax provision		(6	)		(24	)		(1,466	)		(1,000	)

Net income from discontinued operations		10			42			18,563			1,740


Net loss	$	(55,596	)	$	(69,456	)	$	(131,875	)	$	(195,848	)


Other comprehensive loss:
Net loss	$	(55,596	)	$	(69,456	)	$	(131,875	)	$	(195,848	)
Foreign currency translation adjustment transferred to earnings upon substantial liquidation of foreign entities		—			—			(17,578	)		(1,305	)
Foreign currency translation adjustment		1,451			(2,653	)		1,259			1,325

Total other comprehensive loss		(54,145	)		(72,109	)		(148,194	)		(195,828	)


Amounts attributed to net income (loss) per common share:
Net loss from continuing operations	$	(55,606	)	$	(69,498	)	$	(150,438	)	$	(197,588	)
Net income from discontinued operations		10			42			18,563			1,740


Net loss	$	(55,596	)	$	(69,456	)	$	(131,875	)	$	(195,848	)


Net income (loss) per common share– basic and diluted
Continuing operations	$	(2.30	)	$	(2.89	)	$	(6.24	)	$	(8.21	)
Discontinued operations		—			—			0.77			0.07


Net loss	$	(2.30	)	$	(2.89	)	$	(5.47	)	$	(8.14	)


Weighted-average shares used in per share calculation		24,127			24,060			24,107			24,060

~~(in~~The ~~thousands)~~accompanying notes are an integral part of these condensed consolidated financial statements.

~~(unaudited)~~2

	Six Months Ended
	June 30,2012			July 2,2011
OPERATING ACTIVITIES
Net loss	$	(76,279	)	$	(126,392	)
Net income from discontinued operations		18,553			1,698
Net loss from continuing operations		(94,832	)		(128,090	)
Adjustments to reconcile loss from continuing operations to net cash used in operating activities of continuing operations:
Amortization of intangible assets		3,716			3,832
Depreciation		406			438
Non-cash share-based compensation		244			421
Paid-in-kind interest		81,112			63,295
Amortization of deferred financing costs and discounts		3,551			56,947
Gains on sales of wireless spectrum licenses		(100	)		(253	)
Gains from changes in estimated fair values of embedded derivatives		—			(1,261	)
Other non-cash adjustments		(10	)		(1,045	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		308			351
Other assets		277			—
Accounts payable and accrued liabilities		(423	)		(1,397	)
Other liabilities and deferred credits		(389	)		(844	)
Net cash used in operating activities of continuing operations		(6,140	)		(7,606	)
INVESTING ACTIVITIES
Proceeds from the maturity of investment securities		12,563			—
Purchase of held-to-maturity investment securities		(8,813	)		(5,000	)
Proceeds from the sale of wireless spectrum licenses, net of selling costs		277			253
Net cash provided by (used in) investing activities of continuing operations		4,027			(4,747	)
FINANCING ACTIVITIES
Payments on long-term obligations		(3,877	)		(9,913	)
Payments to restricted cash account used to redeem long-term obligations		(647	)		—
Net cash used in financing activities of continuing operations		(4,524	)		(9,913	)
Cash provided (used) by discontinued operations:
Net cash provided (used) by operating activities of discontinued operations		83			(909	)
Net cash provided by investing activities of discontinued operations		2,304			3,491
Net cash provided by discontinued operations		2,387			2,582
Effect of foreign currency exchange rate changes on cash		(33	)		31
Net decrease in cash and cash equivalents		(4,283	)		(19,653	)
Cash and cash equivalents, beginning of period		11,092			42,598
Cash and cash equivalents, end of period		6,809			22,945
Less cash and cash equivalents of discontinued operations, end of period		(649	)		(378	)
Cash and cash equivalents of continuing operations, end of period	$	6,160		$	22,567

~~The~~NEXTWAVE ~~accompanying~~WIRELESS ~~notes are an integral part of these condensed consolidated financial statements~~INC.

5CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~NEXTWAVE~~(in ~~WIRELESS~~thousands) ~~INC.~~

~~NOTES~~(unaudited) ~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

1. Basis of Presentation and Significant Accounting Policies


	Nine Months Ended
	September 29, 2012			October 1, 2011
OPERATING ACTIVITIES
Net loss	$	(131,875	)	$	(195,848	)
Net income from discontinued operations		18,563			1,740

Net loss from continuing operations		(150,438	)		(197,588	)
Adjustments to reconcile loss from continuing operations to net cash used in operating activities of continuing operations:
Amortization of intangible assets		5,574			5,709
Depreciation		592			656
Non-cash share-based compensation		295			625
Paid-in-kind interest		124,080			98,448
Amortization of deferred financing costs and discounts		5,342			86,552
Gains on sales of wireless spectrum licenses		(101	)		(255	)
Gains from changes in estimated fair values of embedded derivatives		—			(1,261	)
Deferred income tax benefit		(607	)		(1,082	)
Other non-cash adjustments		3			(1,044	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		572			551
Other assets		290			(389	)
Accounts payable and accrued liabilities		1,872			(2,610	)

Net cash used in operating activities of continuing operations		(12,526	)		(11,688	)


INVESTING ACTIVITIES
Proceeds from the maturity of investment securities		20,210			—
Purchase of held-to-maturity investment securities		(10,191	)		(15,000	)
Proceeds from the sale of wireless spectrum licenses, net of selling costs		278			255

Net cash provided by (used in) investing activities of continuing operations		10,297			(14,745	)


FINANCING ACTIVITIES
Payments on long-term obligations		(4,080	)		(10,137	)
Payments to restricted cash account used to redeem long-term obligations		(647	)		—

Net cash used in financing activities of continuing operations		(4,727	)		(10,137	)

Cash provided (used) by discontinued operations:
Net cash provided (used) by operating activities of discontinued operations		193			(906	)
Net cash provided by investing activities of discontinued operations		2,213			3,654

Net cash provided by discontinued operations		2,406			2,748
Effect of foreign currency exchange rate changes on cash		(18	)		3

Net decrease in cash and cash equivalents		(4,568	)		(33,819	)
Cash and cash equivalents, beginning of period		11,092			42,598

Cash and cash equivalents, end of period		6,524			8,779
Less cash and cash equivalents of discontinued operations, end of period		(661	)		(40	)

Cash and cash equivalents of continuing operations, end of period	$	5,863		$	8,739

~~Financial~~The ~~Statement~~accompanying ~~Preparation~~notes are an integral part of these condensed consolidated financial statements.

~~The~~3 condensed consolidated financial statements of NextWave Wireless Inc. (together with its subsidiaries, the “Company”, “NextWave”, “we”, “our” or “us”) are unaudited. We have prepared the condensed consolidated financial statements in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”), and, therefore, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. In the opinion of management, the accompanying condensed consolidated financial statements for the periods presented reflect all adjustments necessary to fairly state our financial position, results of operations and cash flows, including adjustments related to asset impairment write-offs and restructuring-related credits. These condensed consolidated financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2011, from which the balance sheet data was derived, included in our Annual Report on Form 10-K filed with the SEC on March 12, 2012.

BasisTable of Presentation and Liquidity Contents

~~The~~NEXTWAVE ~~accompanying~~WIRELESS ~~consolidated financial statements have been prepared assuming that we will continue as a going concern~~INC. This basis of accounting contemplates the recovery of our assets and the satisfaction of our liabilities in the normal course of business. We generated net losses of $76.3 million and $126.4 million during the six months ended June 30, 2012 and July 2, 2011, respectively, and have an accumulated deficit of $1,647.5 million at June 30, 2012. We used cash from operating activities of our continuing operations of $6.1 million and $7.6 million during the six months ended June 30, 2012 and July 2, 2011, respectively. Our unrestricted cash, cash equivalents and marketable securities included in current assets of continuing operations totaled $12.4 million at June 30, 2012. We had a net working capital deficit of $1,088.1 million at June 30, 2012.

WeNOTES ~~have~~TO ~~funded~~CONDENSED ~~our~~CONSOLIDATED ~~operations,~~FINANCIAL ~~business~~STATEMENTS combinations, strategic investments and wireless spectrum license acquisitions primarily with the $550.0 million in cash received in our initial capitalization in 2005, the net proceeds of $295.0 million from our issuance of Senior Secured Notes (the “Senior Notes”) in 2006 and 2010, the net proceeds of $351.1 million from our issuance of Series A Senior Convertible Preferred Stock (the “Series A Preferred Stock”) in 2007, which, in 2008, we exchanged for Third Lien Subordinated Secured Convertible Notes (the “Third Lien Notes”) in the aggregate principal amount of $478.3 million, and the net proceeds of $101.0 million from our issuance of our Senior Subordinated Secured Second Lien Notes (the “Second Lien Notes” and together with the Senior Notes and the Third Lien Notes, the “Notes”) in 2008 and 2009. We did not receive any proceeds from the issuance of the Third Lien Notes.

~~As of June 30, 2012, the aggregate principal amount of our secured indebtedness was $~~1~~,103~~.1 ~~million.~~Basis ~~This amount includes our Senior Notes with an aggregate principal amount~~ of ~~$148.1~~Presentation ~~million, our Second Lien Notes with an aggregate principal amount of $207.9 million~~ and ~~our~~Significant ~~Third~~Accounting Lien Notes with an aggregate principal amount of $747.1 million. Our current cash reserves are not sufficient to meet our payment obligations under our secured notes at their current maturity dates. Additionally, we may not be able to consummate sales of our wireless spectrum assets yielding sufficient proceeds to retire this indebtedness at the current scheduled maturity dates. If we are unable to further extend the maturity of our secured notes, or identify and successfully implement alternative financing to repay our secured notes, the holders of our Notes could proceed against the assets pledged to collateralize these obligations. These conditions raise substantial doubt about our ability to continue as a going concern. Insufficient capital to repay our debt at maturity would significantly restrict our ability to operate and could cause us to seek relief through a filing in the United States Bankruptcy Court. Any alternative financing and/or maturity extension of our Notes may be costly to obtain, and could involve the issuance of equity securities that could cause significant dilution to our existing stockholders and potentially limit our net operating loss carry forwards. Policies

~~During~~Financial ~~2011,~~Statement wePreparation had capital expenditure needs associated with certain build-out or substantial service requirements which apply to our domestic licensed wireless spectrum, which generally must be satisfied as a condition of the license. The substantial service deadlines applicable to our domestic and Canadian wireless spectrum assets, and our activities to meet these requirements, are described below:

• The ~~substantial~~condensed ~~service~~consolidated ~~deadline~~financial ~~for~~statements ~~our~~of ~~domestic~~NextWave Wireless ~~Communication Services~~ Inc. (~~“WCS”)~~together ~~spectrum~~with ~~was~~its ~~July 21~~subsidiaries, ~~2010~~the ~~under~~“Company,” ~~the~~“NextWave,” ~~Federal~~“we,” ~~Communications~~“our” ~~Commission~~or (“~~FCC~~us”) ~~rules~~are ~~effective~~unaudited. atWe ~~that~~have ~~time.~~prepared ~~However,~~ the ~~FCC~~condensed ~~adopted~~consolidated ~~new~~financial ~~rules~~statements onin ~~May~~accordance ~~20,~~with ~~2010,~~the ~~that,~~rules ~~when~~and regulations ~~they~~of ~~became~~the ~~effective~~United onStates ~~September~~Securities 1,and ~~2010,~~Exchange ~~purported~~Commission to(“SEC”), ~~replace~~and, ~~the July 21~~therefore, ~~2010~~certain ~~substantial~~information ~~service~~and ~~requirement~~disclosures ~~with~~normally ~~new~~included ~~requirements~~in ~~that~~financial ~~must~~statements beprepared ~~met~~in byaccordance ~~March~~with 4,accounting ~~2014~~principles ~~and~~generally ~~additional~~accepted in ~~requirements~~the ~~that~~United ~~must~~States behave ~~met~~been bycondensed ~~September~~or ~~1, 2016~~omitted. WeIn ~~filed~~the ~~substantial~~opinion ~~service~~of ~~showings~~management, ~~with~~ the ~~FCC~~accompanying oncondensed ~~July~~consolidated ~~20,~~financial ~~2010~~statements for ~~all~~the ofperiods ~~our~~presented ~~WCS~~reflect ~~licenses~~all ~~under~~adjustments ~~the~~necessary ~~rules~~to ~~then~~fairly instate ~~effect.~~our ~~The~~financial ~~FCC~~position, results ~~dismissed~~of ~~them~~operations onand ~~June~~cash 14flows, ~~2011~~including inadjustments ~~accordance~~related ~~with~~to ~~its~~asset ~~June~~impairment ~~2010~~write-offs ~~announcement~~and ~~that~~restructuring-related ~~all~~credits. ~~substantial~~These ~~service~~condensed ~~showings~~consolidated ~~would~~financial bestatements ~~dismissed~~should ~~given~~be ~~the~~read ~~new~~in ~~performance~~conjunction ~~requirements~~with itour ~~had~~audited ~~adopted.~~financial statements ~~Failure~~for tothe ~~make~~year ~~the~~ended ~~substantial~~December 31, ~~service~~2011, ~~demonstrations~~from bywhich the ~~new~~balance ~~deadlines~~sheet ofdata ~~March~~was 4derived, ~~2014~~included ~~and~~in ~~September~~our 1,Annual ~~2016~~Report ~~without~~on ~~seeking~~Form ~~and~~10-K ~~obtaining~~filed anwith ~~extension from~~ the ~~FCC~~SEC ~~would~~on ~~result~~March 12, ~~in license forfeiture~~2012.

6Proposed Acquisition by AT&T

•On ~~Educational~~August 1, ~~Broadband~~2012, ~~Service~~we ~~(“EBS”)~~entered ~~licensees~~into ~~were~~an ~~required~~Agreement toand ~~demonstrate~~Plan ~~that~~of ~~they~~Merger ~~are providing~~ (the “~~substantial~~Merger ~~service~~Agreement”) inwith ~~their~~AT&T ~~license areas by November 1~~Inc., ~~2011.~~a ToDelaware ~~meet~~corporation ~~the~~(“AT&T”) ~~substantial~~and ~~service~~Rodeo ~~requirements~~Acquisition ~~for~~Sub ~~EBS spectrum~~Inc., wea ~~arranged~~Delaware ~~with~~corporation ~~our~~and ~~EBS~~a ~~licensees~~direct towholly-owned ~~either~~subsidiary of AT&T (a“Merger Sub”). ~~have~~Under the ~~EBS~~terms ~~licensee~~and subject ~~continue~~ to ~~use~~ the ~~spectrum~~conditions toset ~~provide~~forth ~~educational services~~ in the ~~cases~~Merger ~~where the EBS licensee is currently providing such service or (b) provide educational services on a network that was installed by us~~Agreement, atMerger ~~our~~Sub ~~cost,~~will ~~either~~be ofmerged ~~which~~with ~~option~~and ~~was~~into ~~intended to deliver educational services over~~ the ~~spectrum~~Company, ~~in compliance~~ with the ~~FCC’s~~Company ~~educational~~continuing ~~safe~~as ~~harbor to meet~~ the ~~substantial~~surviving ~~service~~corporation ~~showing~~and bya ~~the~~direct ~~deadline. We have completed build~~wholly-~~out~~owned ~~activities~~subsidiary ~~for our EBS leases. All~~ of ~~the~~AT&T ~~EBS licensees with whom we have leases filed substantial service showings by~~ (the ~~deadline, which the FCC accepted~~“Merger”).

• The ~~substantial~~Merger ~~service~~Agreement ~~deadline~~provides ~~for~~that ~~Broadband~~AT&T ~~Radio~~will ~~Service~~acquire ~~(“BRS”)~~all ~~spectrum~~of ~~was~~the ~~May~~outstanding 1,common ~~2011~~shares of NextWave for $1.00 ~~With~~per ~~respect~~share plus a non-transferrable contingent payment right representing a pro rata interest in an amount of up to ~~our~~$25 ~~domestic~~million ~~BRS~~in ~~spectrum,~~the weresidual ~~have~~balance ~~constructed~~of ~~and~~a ~~are~~$50 ~~operating~~million escrow fund to be initially funded with (i) a ~~commercial~~$25 ~~system~~million ~~using~~payment by AT&T pursuant to the ~~spectrum~~terms of the Merger Agreement and (ii) $25 million of the price to ~~meet~~be paid by AT&T for the ~~FCC~~NextWave ~~substantial~~Third ~~service~~Lien ~~requirement~~Notes (as defined below) pursuant to the terms of a note purchase agreement entered into between AT&T and the holders of NextWave Third Lien Notes. The ~~FCC~~escrow ~~accepted~~fund ~~our~~and ~~substantial~~the ~~service~~contingent ~~showings~~payment rights are subject to reduction (including to $0) to satisfy indemnification rights held by AT&T in respect of losses resulting from, among other things, breaches of representations and ~~renewed~~warranties, ~~our~~certain ~~BRS~~pre-closing ~~licenses~~liabilities, onbalance ~~September~~sheet 20adjustments and other items described in the Merger Agreement and the purchase agreement for the NextWave Third Lien Notes, ~~2011~~and to pay fees to be incurred under the related contingent payment rights agreement and escrow agreement.

•Also Weon ~~also~~August 1, ~~operate~~2012, orAT&T ~~hold~~entered ~~spectrum~~into ~~licenses~~note purchase ~~through~~agreements ~~various~~with ~~subsidiaries~~each inof ~~Canada~~the ~~and~~holders ~~Norway.~~of Inour ~~Canada~~secured notes (collectively, ~~our~~the 2“Notes”).3 ~~GHz~~Pursuant ~~licenses~~to ~~were~~the ~~subject~~note topurchase ~~mid-term~~agreements, ~~in-use~~immediately ~~demonstration~~prior ~~deadlines~~to the consummation of ~~November~~the ~~2012~~Merger, ~~and~~AT&T ~~April~~will ~~2013~~purchase ~~for~~our 59Senior Notes (as defined below), Second Lien Notes (as defined below) and 24NextWave ofThird ~~our~~Lien ~~licenses,~~Notes ~~respectively~~(as defined below). OnAT&T ~~March~~will ~~29,~~purchase ~~2012,~~our ~~the~~Senior ~~Canadian~~Notes ~~regulatory~~and ~~authority,~~Second ~~Industry~~Lien ~~Canada,~~Notes ~~granted~~for anthe ~~extension~~aggregate ofprincipal ~~two~~amount ~~years,~~of ~~resulting~~such innotes ~~new~~plus ~~in-use~~accrued ~~demonstration~~interest ~~deadlines~~at the time of ~~November~~such ~~2014~~purchase. ~~and~~AT&T ~~April~~will ~~2015.~~purchase Inthe ~~order~~NextWave Third Lien Notes for usa cash amount equal to ~~operate~~$600 ~~our~~million, ~~Canadian~~less ~~spectrum~~the ~~under~~amounts ~~current~~paid ~~Canadian~~to ~~ownership~~purchase ~~rules~~the Senior Notes and Second Lien Notes, weless ~~will~~the ~~need~~approximately a$25 ~~Canadian-controlled~~million ~~partner.~~cash ~~Changes~~consideration to be paid by AT&T at closing of the ~~Canadian~~Merger ~~ownership~~pursuant ~~rules~~to ~~have~~the ~~been~~terms ~~proposed~~of the Merger Agreement to holders of the Company’s common stock, ~~but~~stock ~~not~~options ~~yet~~and ~~adopted.~~warrants, ~~There~~and ~~can~~the $25 million to be nodeposited ~~assurance~~into ~~that:~~the 1)$50 wemillion ~~will~~escrow ~~find~~fund ain ~~Canadian-controlled~~respect ~~partner~~of ~~who~~the contingent ~~will~~payment berights ~~able~~at closing pursuant to ~~provide~~the Merger Agreement and subject to a ~~viable~~$25 ~~business~~million ~~plan~~escrow ~~and~~hold-back ~~attract~~to ~~appropriate~~secure ~~financing~~post-closing indemnification rights held by AT&T and other deductions pursuant to the ~~build~~note ~~out~~purchase ~~deadline,~~agreement orfor 2)the NextWave ~~that~~Third Lien Notes. The amount of cash to be paid at closing in respect of the ~~new~~NextWave ~~ownership~~Third ~~rules~~Lien Notes will ~~enable~~also usbe subject to ~~develop~~reduction afor ~~viable~~closing ~~business~~date ~~plan~~liabilities of NextWave, including certain tax amounts, and ~~attract~~amounts ~~appropriate~~necessary ~~financing~~to byrepay any ~~the~~outstanding ~~build~~Senior ~~out~~Incremental ~~deadline~~Notes (as defined below). ~~Failure~~Pursuant to ~~make~~ the ~~in-use~~Call ~~demonstrations~~Agreement ~~for~~(as ~~each~~defined ofbelow), ~~these~~immediately ~~licenses,~~prior into the ~~absence~~consummation of athe ~~further~~Merger, ~~extension~~the byHoldCo ~~Industry~~Third ~~Canada~~Lien Notes (as defined below), ~~could~~will ~~result~~be inredeemed ~~forfeiture~~for 100% of the equity ~~applicable~~in ~~licenses.~~NextWave AtHoldCo, ~~June~~the ~~30,~~direct ~~2012,~~or weindirect ~~held~~parent aof ~~total~~our subsidiaries that hold certain of 83our ~~licenses~~assets inand ~~Canada~~liabilities, other than our U.S. WeWCS doand ~~not~~AWS ~~have~~spectrum ~~specific~~assets, ~~build-out~~including ~~obligations~~our inCanadian ~~Norway~~WCS spectrum and 2.5 MHz EBS/BRS spectrum assets.

~~Principles~~In connection with the Merger Agreement, on August 1, 2012, the Company and its wholly owned subsidiary NextWave Wireless LLC, and certain subsidiary guarantors entered into a Forbearance Agreement (the “Forbearance Agreement”) with the holders of ~~Consolidation~~the Notes. Pursuant to the Forbearance Agreement, each holder has agreed, and directed The Bank of New York Mellon, as collateral agent, to temporarily forbear from exercising their respective rights and remedies in connection with potential defaults and events of default that may occur during the forbearance period. The forbearance period will terminate on the earliest to occur of the effective time of the Merger, sixty days after the date of any termination of the Merger Agreement and January 31, 2014.

~~Our~~The ~~consolidated~~Merger ~~financial~~Agreement ~~statements~~will ~~include~~terminate automatically if the ~~assets~~Merger has not occurred on or prior to July 31, ~~liabilities~~2013 ~~and~~(the ~~operating~~“Termination ~~results~~Date”). ofThe ~~our~~Termination ~~wholly~~Date may be extended for up to two three-~~owned~~month ~~subsidiaries~~periods asat the option of ~~June 30,~~ ~~2012~~AT&T ~~and~~if ~~July 2~~requisite regulatory approvals have not been obtained. In addition, ~~2011~~either the Company or AT&T can terminate the Merger Agreement under specified circumstances. The Merger Agreement also provides that, ~~and~~upon ~~for~~termination of the ~~three~~Merger ~~and~~Agreement ~~six~~under ~~months~~specified ~~then~~circumstances, ~~ended~~NextWave, ~~respectively.~~or ~~All~~an ~~significant~~alternative ~~intercompany~~acquiror ~~accounts~~of ~~and~~NextWave ~~transactions~~will ~~have~~pay ~~been~~AT&T ~~eliminated~~a intermination ~~consolidation~~payment of $5 million.

~~Fiscal~~The ~~Year~~Merger ~~End~~and the transactions contemplated thereby were unanimously approved by the Independent Committee of NextWave’s Board of Directors and NextWave’s Board of Directors.

We4 operate on a 52-53 week fiscal year ending on the Saturday nearest to December 31 of the current calendar year or the following calendar year. Normally, each fiscal year consists of 52 weeks, but every five or six years the fiscal year consists of 53 weeks. Fiscal years 2012 and 2011 are 52-week years ending on December 29, 2012 and December 31, 2011, respectively. The three- and six-month periods ending on June 30, 2012 and July 2, 2011 include 13 and 26 weeks each, respectively.

UseTable of Estimates Contents

The ~~preparation~~transactions ofcontemplated ~~financial~~by ~~statements in conformity with accounting principles generally accepted in~~ the ~~United~~Merger ~~States~~Agreement ~~requires~~are ~~management~~subject to ~~make~~closing ~~estimates and assumptions that affect the reported~~conditions, ~~amounts~~including ~~of assets and liabilities and~~ the ~~disclosure~~approval of ~~contingent~~NextWave’s ~~assets~~stockholders’ ~~and liabilities at the date~~ of ~~the~~record ~~financial~~as ~~statements and the reported amounts~~ of ~~revenues~~September 4, ~~and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis~~2012, wewhich ~~evaluate~~was ~~our~~obtained ~~estimates,~~by ~~including~~the ~~those~~Company ~~related~~on ~~to income taxes~~October 2, ~~share-based awards~~2012, ~~wireless spectrum licenses~~ and ~~other~~regulatory ~~long-lived~~approvals, ~~assets.~~including ~~Actual~~approval ~~results~~of ~~could~~the ~~differ from those estimates~~FCC.

~~Cash~~August 2012 Debt Modification and ~~Cash~~Noteholder ~~Equivalents~~Representative Call Right

WeAs ~~consider~~required ~~all~~pursuant ~~highly~~to ~~liquid~~the ~~investments~~Merger Agreement, we entered into agreements with athe ~~remaining~~holders ~~time~~of our Notes to ~~maturity~~amend ofand ~~three~~restate ~~months~~the orNotes ~~less~~and ~~when~~amended ~~acquired~~certain documents ancillary to bethe ~~cash~~Notes ~~equivalents~~on August 16, 2012. Our Old Third Lien Notes were amended and restated to be no longer convertible into ~~Cash~~shares ~~equivalents~~of atcommon ~~June~~stock of the Company and were split into two series whereby certain of our Old Third Lien Notes remain direct obligations of the Company and the remaining principal balance of our Old Third Lien Notes became the direct obligations of NextWave HoldCo LLC, a new subsidiary that we formed on August 308, 2012, under the laws of the State of Delaware (“NextWave HoldCo”). Specifically, $318.6 million in aggregate principal, plus accrued and ~~December~~unpaid interest through August 3115, ~~2011~~2012 ~~consisted~~of ~~primarily~~$6.4 million of ~~money~~the ~~market~~Company’s ~~funds~~outstanding obligations under the ~~carrying~~Old ~~amounts~~Third Lien Notes remained the Company’s direct obligations (“NextWave Third Lien Notes”) and the remaining principal balance of ~~which~~the ~~approximate~~Old Third ~~fair~~Lien ~~value~~Notes, ~~due~~consisting of $428.3 million in aggregate principal, plus accrued and unpaid interest through August 15, 2012 of $8.6 million, became the direct obligations of NextWave HoldCo (“HoldCo Third Lien Notes”). We provided a third priority guarantee of NextWave HoldCo’s obligations under the HoldCo Third Lien Notes. The terms of the HoldCo Third Lien Notes contain restrictive covenants relating to, among other things, the ~~short~~sale ~~maturities~~of assets transferred to NextWave HoldCo as part of ~~these~~our ~~instruments~~internal restructuring transactions contemplated by the Merger Agreement.

~~Restricted~~Our ~~Cash~~amended and restated Senior Notes provide for the issuance of up to $15 million of additional notes for payment of expenses incurred in the ordinary course of operations or in connection with payments to be made in connection with the Merger (the “Senior Incremental Notes”). The amended and restated Senior Notes accrue interest at an annual rate equal to 15% per annum, except that the Senior Incremental Notes will accrue interest at an annual rate not to exceed 10% per annum.

~~Restricted~~Our ~~cash~~amended atand ~~June 30~~restated Senior Notes contain representations and warranties, ~~2012~~affirmative and ~~December 31~~negative covenants and events of default that are substantially the same as the corresponding provisions of our Senior Notes prior to their amendment and restatement. In addition, ~~2011~~the ~~primarily~~restrictive ~~represents~~covenants ~~net~~of ~~proceeds~~the amended and restated Senior Notes were modified to mirror the additional restrictive covenants of the NextWave Third Lien Notes and the HoldCo Third Lien Notes along with an additional restrictive covenant prohibiting the Company from refinancing, modifying or amending the ~~sale~~terms of ~~wireless~~the ~~spectrum~~amended and restated ~~licenses~~Second ~~that~~Lien ~~must~~Notes, bethe ~~used~~NextWave toThird ~~redeem~~Lien ~~our~~Notes ~~Senior~~or the HoldCo Third Lien Notes. ~~Under~~except in accordance with the ~~Note~~terms ~~Purchase~~of that certain Amended and Restated Intercreditor Agreement dated as of August 16, 2012 (the “Intercreditor Agreement”), among NextWave LLC, the Company, NextWave HoldCo, their respective subsidiaries party thereto, the holders of our amended and restated senior notes, Wilmington Trust, National Association, as collateral agent for the holders of our amended ~~Senior~~and ~~Notes~~restated senior notes, wethe ~~are~~holders ~~not~~of ~~required~~our toamended ~~redeem~~and restated subordinated notes, and Wilmington Trust, National Association, as collateral agent for the holders of our ~~Senior~~amended ~~Notes~~and ~~until~~restated subordinated notes, the ~~aggregate~~holders ~~principal~~of ~~amount~~our NextWave toThird beLien ~~redeemed~~Notes ~~exceeds~~and ~~$2.5~~the ~~million~~holders of the HoldCo Third Lien Notes.

~~Marketable~~Our ~~Securities~~amended and restated Second Lien Notes accrue interest at an annual rate equal to 15% per annum. The amended and restated Second Lien Notes contain representations and warranties, affirmative and negative covenants and events of default that are substantially the same as the corresponding provisions of our Second Lien Notes prior to their amendment and restatement. In addition, the restrictive covenants of the amended and restated subordinated notes were modified to mirror the additional restrictive covenants of the NextWave Third Lien Notes and the HoldCo Third Lien Notes along with an additional restrictive covenant prohibiting the Company from refinancing, modifying or amending the terms of the amended and rested Senior Notes, the NextWave Third Lien Notes or the HoldCo Third Lien Notes except in accordance with the terms of the Intercreditor Agreement.

AtIn ~~June 30,~~connection ~~2012~~with the amendment and restatement of our ~~short-term~~Notes, ~~held-to-maturity~~NextWave ~~marketable~~HoldCo ~~securities~~became ~~consisted~~the ofdirect ~~$5.0~~or ~~million~~indirect ~~and~~parent ~~$1.3~~of ~~million~~our insubsidiaries athat ~~bank certificate~~hold certain of ~~deposit~~our assets and aliabilities, other than our U.S. ~~Treasury~~WCS ~~bill,~~and ~~respectively~~AWS spectrum assets, ~~with~~including ~~remaining~~our ~~maturities~~Canadian ofWCS ~~less~~spectrum ~~than~~and ~~one~~2.5 ~~year~~MHz EBS/BRS spectrum assets. At ~~December~~September 3129, ~~2011~~2012, our ~~short-term~~U.S. ~~held-to-maturity~~WCS ~~marketable~~and ~~securities~~AWS ~~consisted~~spectrum ofassets ~~$10.0~~had ~~million~~a inbook ~~bank~~value ~~certificates~~ of ~~deposit~~ ~~with remaining maturities of less than one year~~$336.8 ~~These~~million ~~securities~~and ~~are~~our ~~stated~~Canadian atWCS ~~their~~spectrum ~~amortized~~and ~~costs~~2.5 ~~which~~MHz ~~approximate~~EBS/BRS ~~their~~spectrum ~~respective~~assets ~~fair~~had ~~values~~a atbook ~~June 30,~~value ~~2012~~of ~~and~~$94.6 ~~December 31, 2011~~million.

7In connection with the amended and restated Notes, NextWave LLC and NextWave HoldCo entered into a Call Option/Note Redemption Agreement (the “Call Agreement”) with Wilmington Trust, National Association (the “noteholder representative”). Pursuant to the Call Agreement, the noteholder representative has been issued a call right, on behalf of the holders of the HoldCo Third Lien Notes, to require that we transfer 100% of the equity of NextWave HoldCo to the holders of the HoldCo Third Lien Notes to redeem, in full, the HoldCo Third Lien Notes. The NextWave HoldCo call right will not be exercisable until receipt of any required regulatory approvals and one of the following:

~~Fair~~• ~~Value~~receipt ~~Measurements~~of notification by AT&T that the merger will occur and conditions to closing have been satisfied or waived so long as AT&T deposits, or causes to be deposited, $25 million into the escrow fund as required pursuant to the Merger Agreement, in which case all of the limited liability company interests of NextWave Holdco shall be automatically transferred to the holders of the HoldCo Third Lien Notes in redemption if such notes as of immediately prior to the merger closing;

~~Fair~~• ~~value~~the istermination ~~defined~~of as the ~~price~~Merger ~~that~~Agreement ~~would~~and bethe ~~received~~determination toby ~~sell~~holders anof ~~asset~~75% or ~~paid~~more toof ~~transfer~~the aHoldCo ~~liability~~Third inLien anNotes ~~orderly~~to ~~transaction between~~exercise ~~market participants at~~ the ~~measurement~~call ~~date.~~right, ~~Accounting~~in ~~guidance~~which ~~requires~~event usthe toexercise ~~maximize~~of the ~~use~~NextWave ofHoldCo ~~observable~~call ~~inputs,~~right ~~where~~will ~~available,~~be ~~and~~subject ~~minimize~~to ~~the~~payment ~~use~~ of ~~unobservable~~$25 ~~inputs~~million ~~when~~by ~~measuring~~the ~~fair~~holders ~~value.~~of ~~This~~the ~~guidance~~HoldCo ~~also~~Third ~~establishes~~Lien ~~a fair~~Notes, ~~value~~which ~~hierarchy~~payment ~~that~~will ~~prioritizes~~be ~~the~~for ~~inputs used in valuation techniques into~~ the ~~following~~benefit ~~three~~of ~~levels:~~our stockholders; or

• ~~Level~~the 1:filing ~~Quoted~~by ~~prices~~or inagainst ~~active~~us, ~~markets~~NextWave ~~for~~Wireless ~~identical~~LLC ~~assets~~or ~~and~~NextWave ~~liabilities~~HoldCo ~~that~~of a voluntary or involuntary petition under the ~~reporting~~Bankruptcy ~~entity~~Code, ~~can~~in ~~access~~which atcase all of the ~~measurement~~limited ~~date~~liability company interests of NextWave HoldCo shall be automatically transferred to the holders of the HoldCo Third Lien Notes in redemption of such notes as of immediately prior to such filing.

•For ~~Level~~the 2:Senior ~~Inputs~~Notes, ~~other~~Second Lien Notes, NextWave Third Lien and HoldCo Third Lien Notes, none of the terms of the notes that affect cash flows, such as maturity date, payment terms and applicable interest rates were changed. In accordance with generally accepted accounting principles, we determined that concessions were granted by the noteholders as a result of the August 2012 amendments to the Senior Notes, Second Lien Notes and Third Lien Notes, as their effective rates were less than ~~quoted~~that ~~prices~~of inthe ~~active~~old ~~markets~~respective ~~for~~notes ~~identical~~prior ~~assets~~to our earlier restructuring on December 14, 2011 and ~~liabilities~~that troubled debt accounting provisions apply. In accordance with troubled debt restructuring accounting principles, the Senior Note, Second Lien Note and Third Lien Note amendments have been accounted for prospectively beginning August 16, 2012, with the carrying amount of the notes remaining unchanged as of this date. The new effective interest rates for all notes were determined as the discount rates that ~~are~~equated ~~observable~~the ~~either~~present ~~directly~~value orof ~~indirectly~~the future cash payments specified by the terms of the respective notes with the respective August 16, 2012 carrying amount of the notes, which resulted in effective interest rates that equated those used immediately prior to the August 2012 amendments.

•All ~~Level~~direct 3:costs ~~Unobservable~~incurred ~~inputs~~to ineffect ~~which~~the ~~little~~August or2012 noamendments ~~market data exists, therefore requiring~~ and ~~entity~~restatements towere ~~develop~~expensed ~~its~~as ~~own~~incurred. ~~assumptions~~

~~Net~~Basis ~~Income~~of ~~(Loss)~~Presentation ~~Per~~and ~~Common~~Liquidity ~~Share~~

~~Basic~~The ~~and~~accompanying ~~diluted~~consolidated ~~net~~financial ~~income~~statements ~~(loss)~~have ~~per~~been ~~common~~prepared assuming ~~share~~that ~~for~~we will continue as a going concern. This basis of accounting contemplates the ~~three~~recovery of our assets and ~~six~~the satisfaction of our liabilities in the normal course of business. We generated net losses of $131.9 million and $195.8 million during the nine months ended ~~June~~September 3029, 2012 and ~~July~~October 21, 2011, ~~is computed~~respectively, byand ~~dividing~~have ~~net~~an ~~income~~accumulated ~~(loss)~~deficit byof ~~the~~$1,703.1 ~~weighted-average~~million ~~number~~at ofSeptember 29, ~~common~~2012. ~~shares~~We ~~outstanding~~used ~~during~~cash ~~the~~from ~~respective~~operating ~~periods,~~activities ~~without~~of ~~consideration~~our continuing operations of ~~common~~$12.5 ~~stock~~million ~~equivalents~~and $11.7 Ifmillion ~~there~~during isthe anine ~~loss~~months ~~from~~ended ~~continuing operations~~September 29, ~~diluted~~2012 ~~net~~and ~~income (loss)~~October 1, ~~per~~2011, ~~share~~respectively. isOur ~~computed~~unrestricted incash ~~the~~and ~~same~~cash ~~manner~~equivalents asincluded ~~basic~~in ~~net~~current ~~income~~assets ~~(loss)~~of ~~per~~continuing ~~share~~operations istotaled ~~computed~~$5.9 million at September 29, ~~even~~2012. ifWe wehad ~~report~~a net ~~income~~working ~~after~~capital ~~adjusting~~deficit ~~for~~of ~~discontinued~~$1,141.4 ~~operations~~million at September 29, 2012.

~~Recently~~We ~~Adopted~~have ~~Accounting~~funded our ~~Pronouncement~~operations, business combinations, strategic investments and wireless spectrum license acquisitions primarily with the $550.0 million in cash received in our initial capitalization in 2005, the net proceeds of $295.0 million from our issuance of Senior Secured Notes (the “Senior Notes”) in 2006 and 2010, the net proceeds of $351.1 million from our issuance of Series A Senior Convertible Preferred Stock (the “Series A Preferred Stock”) in 2007, which, in 2008, we exchanged for Third Lien Subordinated Secured Convertible Notes (the “Old Third Lien Notes”) in the aggregate principal amount of $478.3 million, and the net proceeds of $101.0 million from our issuance of our Senior Subordinated Secured Second Lien Notes (the “Second Lien Notes” and together with the Senior Notes and the Old Third Lien Notes, the “Notes”) in 2008 and 2009. We did not receive any proceeds from the issuance of the Old Third Lien Notes.

InAs ~~May~~of ~~2011~~September 29, 2012, the ~~FASB~~aggregate ~~issued~~principal ~~authoritative~~amount ~~guidance~~of ~~related~~our tosecured ~~fair~~indebtedness ~~value~~was ~~measurements~~$1,146 million. This amount includes our Senior Notes with an aggregate principal amount of $153.4 million, our Second Lien Notes with an aggregate principal amount of $215.7 million, our NextWave Third Lien Notes (as defined below) with an aggregate principal amount of $331.4 million and our ~~disclosures~~HoldCo Third Lien Notes (as defined below) with an aggregate principal amount of $445.5 ~~The~~million. ~~new~~Our ~~guidance~~current ~~results~~cash inreserves aare not sufficient to meet our payment obligations under our secured notes at their current maturity dates. The ~~consistent~~Forbearance ~~definition~~Agreement will terminate sixty days after any termination of ~~fair~~the ~~value~~Merger ~~and~~Agreement. ~~common~~Upon ~~requirements~~any ~~for~~termination ~~measurement~~of the Forbearance Agreement, if we are unable to further extend the maturity of our secured notes, or identify and ~~disclosure~~successfully implement alternative financing to repay our Notes, the holders of our Notes could proceed against the assets pledged to collateralize these obligations. These conditions raise substantial doubt about ~~fair~~our ~~value~~ability ~~between~~to ~~accounting~~continue ~~principles~~as ~~generally~~a ~~accepted~~going concern. Insufficient capital to repay our debt at maturity would significantly restrict our ability to operate and could cause us to seek relief through a filing in the United States ~~and~~Bankruptcy ~~International~~Court. ~~Financial~~Any ~~Reporting~~alternative ~~Standards.~~financing ~~Our~~and/or ~~adoption~~maturity extension of ~~this~~our ~~guidance~~Notes onmay ~~January 1~~be costly to obtain, ~~2012~~and ~~did~~could ~~not~~involve ~~have~~the aissuance ~~material~~of ~~impact~~equity onsecurities that could cause significant dilution to our ~~consolidated~~existing ~~financial~~stockholders ~~position,~~and ~~results~~potentially oflimit ~~operations~~our ornet ~~cash~~operating ~~flows~~loss carry forwards.

2During 2011, we had capital expenditure needs associated with certain build-out or substantial service requirements which apply to our domestic licensed wireless spectrum, which generally must be satisfied as a condition of the license. ~~Related~~The ~~Party~~substantial ~~Transactions~~service deadlines applicable to our domestic and Canadian wireless spectrum assets, and our activities to meet these requirements, are described below:

~~Debt~~• The substantial service deadline for our domestic Wireless Communication Services (“WCS”) spectrum was July 21, 2010 under the Federal Communications Commission (“FCC”) rules effective at that time. However, the FCC adopted new rules on May 20, 2010, that, when they became effective on September 1, 2010, purported to replace the July 21, 2010 substantial service requirement with new requirements that must be met by March 4, 2014 and additional requirements that must be met by September 1, 2016. We filed substantial service showings with the FCC on July 20, 2010 for all of our WCS licenses under the rules then in effect. The FCC dismissed them on June 14, 2011 in accordance with its June 2010 announcement that all substantial service showings would be dismissed given the new performance requirements it had adopted. On October 17, 2012, the FCC adopted revisions to the May 2010 rules, further extending the build-~~Related~~out ~~Transactions~~deadlines for the WCS licenses to 48 and 78 months after the effective date of the new rules, which has not yet occurred. Failure to make the substantial service demonstrations by the new deadlines without seeking and obtaining an extension from the FCC would result in license forfeiture.

As• ofEducational ~~June 30,~~Broadband ~~2012,~~Service ~~Avenue~~(“EBS”) ~~Capital~~licensees ~~Group~~were ~~and~~required ~~its~~to ~~affiliates~~demonstrate (that they are providing “~~Avenue~~substantial ~~Capital~~service”) ~~had~~in antheir ~~interest~~license inareas ~~shares~~by ofNovember ~~our~~1, ~~issued~~2011. ~~and~~To ~~outstanding~~meet ~~common~~the ~~stock~~substantial service requirements for EBS spectrum, ~~such~~we ~~that~~arranged ~~Avenue~~with ~~Capital~~our ~~would~~EBS ~~be considered~~licensees to either (a) ~~related~~have ~~party.~~the AtEBS ~~June 30,~~licensee ~~2012,~~continue ~~Avenue~~to ~~Capital~~use ~~held~~the ~~$111.2~~spectrum ~~million,~~to orprovide ~~75%,~~educational ofservices in the ~~aggregate~~cases ~~principal~~where ~~amount~~the ofEBS ~~our~~licensee ~~Senior~~is ~~Notes;~~currently ~~$161.9~~providing ~~million,~~such service or ~~78%~~(b) provide educational services on a network that was installed by us, at our cost, either of which option was intended to deliver educational services over the ~~aggregate~~spectrum ~~principal~~in ~~amount~~compliance ofwith ~~our~~the ~~Second~~FCC’s ~~Lien~~educational ~~Notes;~~safe ~~and~~harbor ~~$210~~to meet the substantial service showing by the deadline.~~5 million,~~ orWe ~~28%,~~have completed build-out activities for our EBS leases. All of the ~~aggregate~~EBS ~~principal~~licensees ~~amount~~with ofwhom ~~our~~we ~~Third~~have ~~Lien~~leases ~~Notes.~~filed substantial service showings by the deadline, which the FCC accepted.

As5 of June 30, 2012, Solus Core Opportunities Master Fund Ltd and its affiliates and co-investors (“Solus”) had an interest in shares of our issued and outstanding common stock, such that Solus would be considered a related party. At June 30, 2012, Solus held $36.9 million, or 25%, of the aggregate principal amount of our Senior Notes; $46.1 million, or 22%, of the aggregate principal amount of our Second Lien Notes; and $126.7 million, or 17%, of the aggregate principal amount of our Third Lien Notes. At June 30, 2012 and December 31, 2011, Solus also held 0.4 million of warrants exercisable for shares of our common stock for an exercise price of $0.07 each. In April 2012, the expiration date of these warrants was extended to April 2013.

BusinessTable Divestituresof Contents

In• ~~2009,~~The wesubstantial ~~sold~~service ~~the~~deadline ~~majority~~for ~~of the assets and liabilities of our Inquam~~ Broadband ~~GmbH~~Radio ~~(“IBG”)~~Service ~~subsidiary to Inquam Holding GmbH~~ (“~~IHG~~BRS”), aspectrum ~~limited~~was ~~liability~~May ~~company and a related party~~1, ~~for a nominal amount under an Asset Purchase Agreement~~2011. InWith ~~connection~~respect ~~with the sale, we entered into an earn-out agreement with IHG that provided for payment~~ to usour ~~upon~~domestic ~~the~~BRS ~~subsequent sale of the outstanding share capital of IHG. In March 2012~~spectrum, ~~the~~we ~~shareholders~~have ofconstructed ~~IHG sold~~ and ~~transferred~~are ~~all~~operating ~~of the share capital of IHG to~~ a ~~third~~commercial ~~party,~~system ~~whereby~~using ~~we received $2.3 million in cash consideration and could receive up to an additional $2.8 million in cash consideration in~~ the 12spectrum to ~~24 months~~meet ~~following~~ the ~~sale~~FCC ifsubstantial ~~regulatory~~service ~~and other conditions are met~~requirement. AsThe aFCC ~~result~~accepted ofour ~~the~~substantial ~~sale~~service ofshowings ~~IHG to a third party~~ and ~~final~~renewed ~~realization of~~ our ~~investments~~BRS inlicenses ~~our WiMax Telecom AG and IBG subsidiaries, we have deemed these entities to be substantially liquidated as of March 2012 and have recognized a net gain~~ on ~~disposal~~September ~~of $19.9 million during the six months ended June 30~~20, ~~2012, all of which is reported in discontinued operations in the consolidated statement of operations and other comprehensive loss~~2011. The net gain represents the $2.3 million in cash received plus $17.6 million accumulated in the foreign currency translation adjustment component of equity for these two consolidated subsidiaries that was transferred to earnings upon substantial liquidation.

8• We also operate or hold spectrum licenses through various subsidiaries in Canada and Norway. In Canada, our 2.3 GHz licenses were subject to mid-term in-use demonstration deadlines of November 2012 and April 2013 for 59 and 24 of our licenses, respectively. On March 29, 2012, the Canadian regulatory authority, Industry Canada, granted an extension of two years, resulting in new in-use demonstration deadlines of November 2014 and April 2015. On October 18, 2012, Industry Canada released a public consultation seeking input on whether and how to extend further the in-use demonstration deadlines for the WCS licenses. In order for us to operate our Canadian spectrum under current Canadian ownership rules, we will need a Canadian-controlled partner. Changes to the Canadian ownership rules have been proposed, but not yet adopted. There can be no assurance that: 1) we will find a Canadian-controlled partner who will be able to provide a viable business plan and attract appropriate financing by the build out deadline, or 2) that the new ownership rules will enable us to develop a viable business plan and attract appropriate financing by the build out deadline. Failure to make the in-use demonstrations for each of these licenses, in the absence of a further extension by Industry Canada, could result in forfeiture of the applicable licenses. At September 29, 2012, we held a total of 83 licenses in Canada. We do not have specific build-out obligations in Norway.

In6 June 2010, we sold the capital stock of our WiMAX Telecom Slovakia, s.r.o (“WT SRO”) subsidiary to flyhigh Partners s. r. o. (“flyhigh”), a private limited liability company of which the controlling shareholder is the former managing director and statutory representative of WT SRO, for $0.1 million and recognized an $8.8 million net loss from business divestitures. Upon closing of the sale, we have no remaining obligations to provide financing to support the ongoing operations of WT SRO. In connection with the sale, we entered into an additional consideration agreement with flyhigh that provided for payment to us upon the sale of all or part of the capital stock of WT SRO by flyhigh to any third party. In May 2011, flyhigh sold all of the capital stock of WT SRO to a third party whereby we received $0.5 million under the terms of the additional consideration agreement and recognized a net gain on business divestitures of $0.5 million during the three and six months ended July 2, 2011, all of which is reported in discontinued operations in the condensed consolidated statement of operations.

3.Table Wirelessof Spectrum LicensesContents

WePrinciples ~~continue to market for sale our wireless spectrum holdings and have retained Moelis & Company to explore the sale~~ of ~~our~~Consolidation wireless holdings in the United States and Canada. Any sale or transfer of the ownership of our wireless spectrum holdings is generally subject to regulatory approval. We are required to use the net proceeds from the sale of our wireless spectrum licenses to redeem our Notes.

AsOur ofconsolidated ~~June~~financial ~~30,~~statements ~~2012~~include the assets, weliabilities doand ~~not~~operating ~~believe~~results itof our iswholly-owned ~~probable~~subsidiaries ~~that~~as ~~these~~of ~~wireless spectrum~~September 29, ~~licenses~~2012 ~~will~~and beOctober 1, ~~sold~~2011, ~~within~~and for the ~~next~~three ~~twelve~~and nine months ~~and,~~then ~~therefore~~ended, ~~have~~respectively. ~~not~~All ~~classified~~significant ~~them~~intercompany asaccounts ~~assets~~and ~~held~~transactions ~~for~~have ~~sale.~~been eliminated in consolidation.

~~During~~Fiscal ~~the~~Year ~~three~~End ~~months ended June 30, 2012, we sold wireless spectrum licenses in Canada for $0.1 million and recognized a net gain on the sale of $0.1 million.~~

~~During~~We operate on a 52-53 week fiscal year ending on the ~~six~~Saturday ~~months~~nearest ~~ended~~to ~~June~~December 3031 of the current calendar year or the following calendar year. Normally, ~~2012~~each fiscal year consists of 52 weeks, webut ~~sold~~every ~~wireless~~five ~~spectrum~~or ~~licenses~~six inyears ~~Canada~~the ~~for $0~~fiscal year consists of 53 weeks.3 ~~million~~Fiscal years 2012 and ~~recognized~~2011 ~~net~~are ~~gains~~52-week years ending on ~~the~~December 29, ~~sales~~2012 and ofDecember 31, $02011, respectively. The three- and nine-month periods ending on September 29, 2012 and October 1, ~~million~~2011 include 13 and 39 weeks each, respectively.

~~During~~7 the three and six months ended July 2, 2011, we recognized $0.3 million in net gains on the sale of wireless spectrum licenses, which represents our receipt of a $0.3 million holdback payment that was pending FCC clearance of a prior sale by us.

4.Table Long-Termof ObligationsContents

~~Long-term~~Use ~~obligations held by continuing operations consist~~ of ~~the~~Estimates ~~following:~~

(dollars in thousands)	June 30,2012			December 31,2011
15% Senior Secured Notes, due December 31, 2012	$	148,037		$	137,795
15% Senior-Subordinated Secured Second Lien Notes due January 31, 2013		207,932			193,291
16% Third Lien Subordinated Secured Convertible Notes due February 28, 2013, net of unamortized discounts of $3,342 and $5,834 at June 30, 2012 and December 31, 2011, respectively		743,807			685,086
Wireless spectrum leases, net of unamortized discounts of $12,196 and $13,251 at June 30, 2012 and December 31, 2011, respectively; expiring from 2014 through 2036 with one to five renewal options ranging from 10 to 15 years each		19,593			22,415
Long-term obligations		1,119,369			1,038,587
Less current portion		(1,104,212	)		(142,019	)
Long-term portion	$	15,157		$	896,568

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to income taxes, share-based awards, wireless spectrum licenses and other long-lived assets. Actual results could differ from those estimates.

~~The~~Cash ~~following table summarizes the activity related to our long-term obligations, net of any unamortized discounts, for the six months ended June 30, 2012~~ and ~~July 2,~~Cash ~~2011:~~Equivalents

(in thousands)	SeniorNotes			SecondLienNotes		ThirdLienNotes		Other			Total
Balance, December 31, 2011	$	137,795		$	193,291	$	685,086	$	22,415		$	1,038,587
Paid-in-kind interest		10,242			14,641		56,229		—			81,112
Amortization of debt discount		—			—		2,492		1,055			3,547
Cash payments		—			—		—		(3,877	)		(3,877	)
Balance, June 30, 2012	$	148,037		$	207,932	$	743,807	$	19,593		$	1,119,369
Balance, January 1, 2011	$	122,261		$	158,876	$	497,574	$	25,759		$	804,470
Paid-in-kind interest		9,047			12,822		41,426		—			63,295
Amortization of debt discount		2,051			4,267		47,748		1,127			55,193
Extension of wireless spectrum lease		—			—		—		398			398
Cash payments		(5,300	)		—		—		(4,613	)		(9,913	)
Favorable settlement reclassified to restructuring credits		—			—		—		(1,076	)		(1,076	)
Balance, July 2, 2011	$	128,059		$	175,965	$	586,748	$	21,595		$	912,367

We consider all highly liquid investments with a remaining time to maturity of three months or less when acquired to be cash equivalents. Cash equivalents at September 29, 2012 and December 31, 2011 consisted primarily of money market funds, the carrying amounts of which approximate fair value due to the short maturities of these instruments.

9Restricted Cash

~~The~~Restricted ~~following~~cash ~~table~~at ~~summarizes~~September 29, 2012 and December 31, 2011 primarily represents net proceeds from the ~~activity~~sale ~~related~~of wireless spectrum licenses that must be used to redeem our ~~unamortized~~ ~~deferred~~Senior ~~financing~~Notes. ~~costs~~Under ~~for~~our ~~the~~amended ~~six~~and ~~months~~restated ~~ended~~Senior ~~June 30~~Notes, ~~2012~~we ~~and~~are ~~July 2~~not required to redeem our Senior Notes until the net proceeds from specified asset sales are sufficient to satisfy, ~~2011:~~in full, our Senior Notes.

	Unamortized Deferred Financing Costs
(in thousands)	SeniorNotes			Second LienNotes			Third LienNotes			Total
Balance at December 31, 2011	$	—		$	—		$	9		$	9
Amortization of deferred financing costs		—			—			(4	)		(4	)
Balance at June 30, 2012	$	—		$	—		$	5		$	5
Balance at January 1, 2011	$	35		$	3,076		$	151		$	3,262
Amortization of deferred financing costs		(32	)		(1,651	)		(71	)		(1,754	)
Balance at July 2, 2011	$	3		$	1,425		$	80		$	1,508

Marketable Securities

5At December 31, 2011 our short-term held-to-maturity marketable securities consisted of $10.0 ~~Business~~million ~~Divestiture~~in ~~and~~bank ~~Discontinued~~certificates ~~Operations~~of deposit with remaining maturities of less than one year. These securities are stated at their amortized costs which approximate their respective fair values at December 31, 2011.

~~Business~~Accounting ~~Divestiture~~for Troubled Debt Restructurings

~~During~~A ~~the~~restructuring ~~six~~of ~~months~~a ~~ended~~debt ~~July 2,~~constitutes ~~2011,~~a wetroubled ~~completed~~debt ~~the~~restructuring ~~sale~~if ofthe ~~our~~creditor, ~~remaining~~for ~~subsidiaries~~economic inor ~~Latin~~legal ~~America~~reasons related to the debtor’s financial difficulties, grants a ~~third~~concession ~~party~~to ~~for~~the $3debtor that it would not otherwise consider.0 ~~million~~A ~~and~~creditor ~~recognized~~is deemed to have granted a ~~gain~~concession onif the ~~divestiture~~debtor’s ofeffective ~~$1.7 million~~borrowing rate on the restructured debt, after giving effect to all the terms of ~~which~~the restructured debt, including any new or revised sweeteners such as new debt that is ~~reported~~made inavailable ~~discontinued~~to ~~operations~~us, inis less than the ~~condensed~~effective ~~consolidated~~borrowing ~~statement~~rate of ~~operations.~~the old debt immediately before the restructuring or immediately before a prior restructuring if one has occurred within the last year.

~~Discontinued~~If a restructuring of debt constitutes a troubled debt restructuring, the new debt is accounted for prospectively, whereby ~~Operations~~the carrying amount of the debt remains unchanged and a new effective interest rate that equates the present value of the future cash payments with the carrying amount is determined and applied prospectively.

InCosts anincurred ~~effort~~with tothird ~~reduce~~parties ~~our~~directly ~~future~~related ~~working capital requirements and in order~~ to ~~comply with~~ the ~~terms~~troubled ofdebt ~~our Notes our Board of Directors approved the implementation of a global~~ restructuring ~~initiative~~are inexpensed ~~2008,~~as ~~pursuant to which we have divested, either through sale, dissolution or closure, our multimedia, network infrastructure and semiconductor businesses~~incurred.

~~Our~~Fair ~~continuing~~Value ~~operations~~Measurements are comprised of our portfolio of licensed wireless spectrum assets. We continue to pursue sales of our wireless spectrum license assets, the net proceeds of which will be used to reduce our outstanding indebtedness.

~~The~~Fair ~~results~~value ofis ~~operations~~defined ofas ~~our~~the ~~Global~~price ~~Services~~that ~~Support~~would ~~strategic~~be ~~business~~received ~~unit~~to ~~and~~sell ~~our~~an ~~WiMAX~~asset ~~Telecom,~~or paid ~~Inquam~~to ~~and~~transfer ~~South~~a ~~American~~liability ~~businesses,~~in ~~have~~an ~~been~~orderly ~~reported~~transaction asbetween ~~discontinued~~market ~~operations~~participants inat the ~~consolidated~~ ~~financial~~measurement ~~statements~~date. ~~for~~Accounting ~~all~~guidance ~~periods~~requires ~~presented,~~us ~~prior~~ to ~~sale~~maximize orthe ~~dissolution~~use of observable inputs, where available, and minimize the ~~respective~~use ~~business~~of unobservable inputs when measuring fair value. This guidance also establishes a fair value hierarchy that prioritizes the inputs used in valuation techniques into the following three levels:

~~The~~• ~~carrying~~Level ~~amounts~~1: ofQuoted ~~the~~prices in active markets for identical assets and liabilities ofthat ~~our~~the ~~discontinued~~reporting ~~operations~~entity ~~are~~can asaccess ~~follows:~~at the measurement date

(in thousands)	June 30,2012		December 31,2011
Cash and cash equivalents	$	649	$	5
Property and equipment held for sale		3,500		3,500
Other assets		2		6
Current assets of discontinued operations	$	4,151	$	3,511
Current liabilities of discontinued operations	$	709	$	172

•

Level 2: Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly

~~The~~• ~~financial~~Level ~~results~~3: ofUnobservable ~~our~~inputs ~~discontinued~~in ~~operations~~which ~~are~~little asor ~~follows:~~no market data exists, therefore requiring and entity to develop its own assumptions

	Three Months Ended						Six Months Ended
(in thousands)	June 30,2012			July 2,2011			June 30,2012			July 2,2011
Revenues	$	—		$	—		$	—		$	6
Total operating expense credits(1)		(168	)		(447	)		(151	)		(548	)
Net gains on business divestitures(2)		3			465			19,862			2,120
Income before income taxes		171			912			20,013			2,674
Net income from discontinued operations		117			579			18,553			1,698

Net Income (Loss) Per Common Share

Basic and diluted net income (1loss) ~~Total~~per ~~operating~~common ~~expense~~share ~~credits~~ for the three ~~months~~and ~~ended~~nine ~~June~~months 30ended September 29, 2012 ~~includes~~and ~~$0.~~October 1, ~~million~~2011 inis ~~sublease~~computed ~~revenue.~~by ~~Total~~dividing ~~operating~~net ~~expense~~income ~~credits~~(loss) ~~for~~by the ~~six~~weighted-average ~~months~~number ~~ended~~of ~~June~~common 30shares outstanding during the respective periods, ~~2012~~without ~~includes~~consideration $0of common stock equivalents.2 ~~million~~If there is a loss from continuing operations, diluted net income (loss) per share is computed in ~~sublease~~the ~~revenue~~same manner as basic net income (loss) per share is computed, even if we report net income after adjusting for discontinued operations.

108

TotalTable operating expense credits for the three months ended July 2, 2011 include a $0.3 million favorable settlement with a service vendor, $0.1 million in net gains on the sale of equipment and $0.1 million in sublease revenue. Total operating expense credits for the six months ended July 2, 2011 include a $0.3 million favorable settlement with a service vendor, $0.2 million in net gains on the sale of equipment and $0.1 million in sublease revenue. Contents

~~(2)~~Recently ~~Net~~Adopted ~~gains~~Accounting onPronouncement business divestitures for the six months ended June 30, 2012 includes $2.3 million in cash consideration received plus $17.6 million accumulated in the foreign currency translation adjustment component of equity that was transferred to earnings upon substantial liquidation of two of our foreign entities.

6In May 2011, the FASB issued authoritative guidance related to fair value measurements and disclosures. ~~Net~~The ~~Income~~new ~~(Loss)~~guidance ~~Per~~results ~~Common~~in ~~Share~~a ~~Information~~consistent definition of fair value and common requirements for measurement of and disclosure about fair value between accounting principles generally accepted in the United States and International Financial Reporting Standards. Our adoption of this guidance on January 1, 2012 did not have a material impact on our consolidated financial position, results of operations or cash flows.

Our weighted-average number of common shares outstanding includes the weighted-average number of 0.4 million warrants during each of the three and six months ended June 30, 2012 and 1.8 million warrants during each of the three and six months ended July 2~~, 2011, held by a related party (Note 2), exercisable for shares of our common stock, as they are issuable for an exercise price of $0~~.07 ~~each.~~Related AtParty ~~June 30, 2012, 0.4 million of these warrants remained outstanding.~~ Transactions

The following securities that could potentially reduce net income or increase net loss per share in the future are not included in the determination of diluted income (loss) per share as they are antidilutive. The share amounts are determined using a weightedDebt-~~average~~Related ofTransactions ~~the common stock equivalents outstanding during the respective periods.~~

	Three Months Ended				Six Months Ended
(in thousands)	June 30,2012		July 2,2011		June 30,2012		July 2,2011
Third Lien Notes		9,293		8,010		9,115		7,882
Outstanding stock options		2,175		1,486		1,979		1,523
Unvested restricted stock		1,169		1,236		1,199		1,236

As discussed in the footnote above, pursuant to the Merger Agreement, we entered into agreements with the holders of our Notes to amend and restate the Notes and amended certain documents ancillary to the Notes on August 16, 2012, whereby our Old Third Lien Notes were split into the NextWave Third Lien Notes and the HoldCo Third Lien Notes. As of September 29, 2012, Avenue Capital Group and its affiliates (“Avenue Capital”) had an interest in shares of our issued and outstanding common stock, such that Avenue Capital would be considered a related party. On August 16, 2012, in exchange for Old Third Lien Notes with principal plus accrued interest of $214.6 million, Avenue was issued NextWave Third Lien Notes and HoldCo Third Lien Notes with principal plus accrued interest of $91.5 million and $123.1 million, respectively. At September 29, 2012, Avenue Capital held $115.2 million, or 75%, of the aggregate principal amount of our Senior Notes; $167.9 million, or 78%, of the aggregate principal amount of our Second Lien Notes; $93.4 million, or 28%, of the aggregate principal amount of our NextWave Third Lien Notes; and $125.5 million, or 28%, of the aggregate principal amount of our HoldCo Third Lien Notes.

7As of September 29, 2012, Solus Core Opportunities Master Fund Ltd and its affiliates and co-investors (“Solus”) had an interest in shares of our issued and outstanding common stock, such that Solus would be considered a related party. ~~Stockholders’~~On ~~Deficit~~August 16, 2012, in exchange for Old Third Lien Notes with principal plus accrued interest of $129.2 million, Solus was issued NextWave Third Lien Notes and HoldCo Third Lien Notes with principal plus accrued interest of $55.1 million and $74.1 million, respectively. At September 29, 2012, Solus held $38.2 million, or 25%, of the aggregate principal amount of our Senior Notes; $47.8 million, or 22%, of the aggregate principal amount of our Second Lien Notes; $56.2 million, or 17%, of the aggregate principal amount of our NextWave Third Lien Notes; and $75.6 million, or 17%, of the aggregate principal amount of our HoldCo Third Lien Notes. At September 29, 2012 and December 31, 2011, Solus also held 0.4 million of warrants exercisable for shares of our common stock for an exercise price of $0.07 each. In April 2012, the expiration date of these warrants was extended to April 2013.

~~Changes~~On August 16, 2012, in ~~shares~~exchange for Old Third Lien Notes with principal plus accrued interest of ~~common~~$107.3 ~~stock~~million, ~~outstanding~~Navation, Inc., an entity owned by Allen Salmasi, our Chairman, was issued NextWave Third Lien Notes and ~~total~~HoldCo ~~stockholders’~~Third Lien Notes with principal plus accrued interest of $45.8 ~~deficit~~million ~~for~~and ~~the~~$61.5 ~~six~~million, ~~months~~respectively. ~~ended~~As ~~June 30~~of September 29, 2012 ~~are~~Navation asheld ~~follows:~~$46.7 million, or 14%, and $62.8 million, or 14%, of the aggregate principal amounts of our NextWave Third Lien Notes and HoldCo Third Lien Notes, respectively.

(in thousands)	Shares ofCommon StockOutstanding		TotalStockholders’Deficit
Balance at December 31, 2011		24,938	$	(660,767	)
Share-based compensation expense		—		244
Foreign currency translation adjustment transferred to earnings upon substantial liquidation of foreign entities		—		(17,578	)
Foreign currency translation adjustment		—		(192	)
Net loss		—		(76,279	)
Balance at June 30, 2012		24,938	$	(754,572	)

On August 16, 2012, in exchange for Old Third Lien Notes with principal plus accrued interest of $107.3 million, Douglas F. Manchester, a member of our Board of Directors, was issued NextWave Third Lien Notes and HoldCo Third Lien Notes with principal plus accrued interest of $45.8 million and $61.5 million, respectively. As of September 29, 2012, Mr. Manchester held $46.7 million, or 14%, and $62.8 million, or 14%, of the aggregate principal amounts of our NextWave Third Lien Notes and HoldCo Third Lien Notes, respectively.

8.Business ~~Fair~~Divestitures ~~Value Measurements~~

~~Assets~~In 2009, we sold the majority of the assets and ~~Liabilities~~liabilities ~~Measured~~of our Inquam Broadband GmbH (“IBG”) subsidiary to Inquam Holding GmbH (“IHG”), a limited liability company and a related party, for a nominal amount under an Asset Purchase Agreement. In connection with the sale, we entered into an earn-out agreement with IHG that provided for payment to us upon the subsequent sale of the outstanding share capital of IHG. In March 2012, the shareholders of IHG sold and transferred all of the share capital of IHG to a third party, whereby we received $2.3 million in cash consideration and could receive up to an additional Euro 2.1 million ($2.7 million at ~~Fair~~September 29, ~~Value~~2012) onin cash consideration in the 12 to 24 months following the sale if regulatory and other conditions are met. As a ~~Recurring~~result ~~Basis~~of the sale of IHG to a third party and final realization of our investments in our WiMax Telecom AG and IBG subsidiaries, we have deemed these entities to be substantially liquidated as of March 2012 and have recognized a net gain on disposal of $19.9 million during the nine months ended September 29, 2012, all of which is reported in discontinued operations in the consolidated statement of operations and other comprehensive loss. The net gain represents the $2.3 million in cash received plus $17.6 million accumulated in the foreign currency translation adjustment component of equity for these two consolidated subsidiaries that was transferred to earnings upon substantial liquidation.

~~The~~In ~~following~~June ~~table~~2010, ~~summarizes~~we sold the capital stock of our WiMAX Telecom Slovakia, s.r.o (“WT SRO”) subsidiary to flyhigh ~~assets~~Partners s. r. o. (“flyhigh”), a private limited liability company of which the controlling shareholder is the former managing director and ~~liabilities~~statutory representative of WT SRO, for $0.1 million and recognized an $8.8 million net loss from business divestitures. Upon closing of the sale, we have no remaining obligations to provide financing to support the ongoing operations of WT SRO. In connection with the sale, we entered into an additional consideration agreement with flyhigh that provided ~~require~~for ~~fair~~payment ~~value~~to ~~measurements~~us onupon the sale of all or part of the capital stock of WT SRO by flyhigh to any third party. In May 2011, flyhigh sold all of the capital stock of WT SRO to a ~~recurring~~third ~~basis~~party ~~and~~whereby ~~their~~we ~~respective~~received ~~input~~$0.4 ~~levels~~million ~~based~~under the terms of the additional consideration agreement and recognized a net gain on business divestitures of $0.4 million during the ~~fair~~nine ~~value~~months ~~hierarchy~~ended ~~contained~~October 1, 2011, all of which is reported in ~~accounting~~discontinued ~~guidance~~operations ~~for~~in ~~fair~~the ~~value~~condensed ~~measurements~~consolidated ~~and~~statement of ~~disclosures:~~operations.

			Fair Value Measurements at End of Period Using:
(in thousands)	Fair Value		Quoted MarketPrices forIdentical Assets(Level 1)		Significant OtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
At June 30, 2012
Marketable securities	$	6,268	$	—	$	6,268	$	—
At December 31, 2011
Marketable securities	$	10,000	$	—	$	10,000	$	—

LevelTable 2 valuations for our marketable securities which consist of bank certificates of deposit and a U.S. Treasury bill approximate carrying value due to their short-term nature. Contents

113. Wireless Spectrum Licenses

~~Assets~~We ~~and~~continue ~~Liabilities~~to ~~Measured~~hold atfor ~~Fair~~sale ~~Value~~our onwireless aspectrum ~~Nonrecurring~~holdings. ~~Basis~~Any sale or transfer of the ownership of our wireless spectrum holdings is generally subject to regulatory approval. We are required to use the net proceeds from the sale of our wireless spectrum licenses to redeem our Notes.

~~There~~As ~~have~~of ~~been~~September 29, no2012, ~~significant~~we ~~changes~~do tonot ~~our~~believe ~~assets~~it ~~and~~is ~~liabilities~~probable ~~measured~~that atthese ~~fair~~wireless ~~value~~spectrum onlicenses awill ~~nonrecurring~~be ~~basis~~sold ~~during~~within the ~~six~~next twelve months ~~ended~~ ~~June 30~~and, ~~2012~~therefore, have not classified them as assets held for sale.

~~Fair~~During ~~Value~~the ofnine ~~Other~~months ~~Financial~~ended ~~Instruments~~September 29, 2012, we sold wireless spectrum licenses in Canada for $0.3 million and recognized net gains on the sales of $0.1 million.

~~The~~During ~~carrying~~the ~~amounts~~nine ofmonths ~~certain~~ended ofOctober 1, ~~our~~2011, ~~financial~~we ~~instruments~~recognized of$0.3 million ~~continuing~~in ~~operations,~~net ~~including~~gains ~~cash~~on ~~and~~the ~~cash~~sale ~~equivalents,~~of ~~short-term investments,~~wireless ~~accounts~~spectrum ~~payable and accrued expenses~~licenses, ~~approximate~~which ~~fair~~represents ~~value~~our ~~due~~receipt toof ~~their~~a ~~short-term nature~~$0. ~~The~~3 ~~carrying~~million ~~amounts~~holdback ~~and~~payment ~~fair~~that ~~values~~was ofpending ~~our~~FCC ~~long-term~~clearance ~~obligations~~ of ~~continuing~~a ~~operations~~prior ~~are~~sale asby ~~follows:~~us.

	June 30, 2012				December 31, 2011
(in thousands)	CarryingAmount		Fair Value		CarryingAmount		Fair Value
Senior Notes	$	148,037	$	148,339	$	137,795	$	138,353
Second Lien Notes		207,932		208,796		193,291		194,701
Third Lien Notes		743,807		751,223		685,086		697,803
Wireless spectrum leases		19,593		16,840		22,415		19,289

4.	Long-Term Obligations

~~At June 30, 2012 and December 31, 2011, we determined the fair value of our long~~Long-term obligations ~~using discounted~~held ~~cash~~by ~~flow~~continuing ~~models~~operations ~~with~~consist ~~discount rates that represent our respective estimated incremental borrowing rates as~~ of ~~that~~the ~~date~~following: ~~for that type of instrument (level 2 inputs).~~

9. Commitments and Contingencies


(dollars in thousands)	September 29, 2012			December 31, 2011
15% Senior Secured Notes, due December 31, 2012	$	153,443		$	137,795
15% Senior-Subordinated Secured Second Lien Notes due January 31, 2013		215,663			193,291
16% NextWave Third Lien Subordinated Secured Notes due February 28, 2013, net of unamortized discounts of $892 and $5,834 at September 29, 2012 and December 31, 2011, respectively		330,547			685,086
16% HoldCo Third Lien Subordinated Secured Notes due February 28, 2013, net of unamortized discount of $1,200 at September 29, 2012		444,341			—
Wireless spectrum leases, net of unamortized discounts of $11,657 and $13,251 at September 29, 2012 and December 31, 2011, respectively; expiring from 2014 through 2036 with one to five renewal options ranging from 10 to 15 years each		19,929			22,415

Long-term obligations		1,163,923			1,038,587
Less current portion		(1,148,434	)		(142,019	)

Long-term portion	$	15,489		$	896,568

~~Legal~~The ~~Proceedings~~following table summarizes the activity related to our long-term obligations, net of any unamortized discounts, for the nine months ended September 29, 2012 and October 1, 2011:

On September 16, 2008, a putative class action lawsuit, captioned “Sandra Lifschitz, On Behalf of Herself and All Others Similarly Situated, Plaintiff, v. NextWave Wireless Inc. et al., Defendants,” was filed in the U.S. District Court for the Southern District of California against us and certain of our officers. The suit alleges that the defendants made false and misleading statements and/or omissions in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The suit seeks unspecified damages, interest, costs, attorneys’ fees, and injunctive, equitable or other relief on behalf of a purported class of purchasers of our common stock during the period from March 30, 2007 to August 7, 2008. A second putative class action lawsuit captioned “Benjamin et al. v. NextWave Wireless Inc. et al.” was filed on October 21, 2008 alleging the same claims on behalf of purchasers of our common stock during an extended class period, from November 27, 2006 through August 7, 2008. On February 24, 2009, the Court issued an Order consolidating the two cases and appointing a lead plaintiff pursuant to the Private Securities Litigation Reform Act. On May 15, 2009, the lead plaintiff filed an Amended Complaint, and on June 29, 2009, we filed a Motion to Dismiss that Amended Complaint. On March 5, 2010, the Court granted our Motion to Dismiss without prejudice, permitting the lead plaintiff to file an Amended Complaint. On March 26, 2010, the lead plaintiff filed a Second Amended Consolidated Complaint, and we subsequently filed a Motion to Dismiss. On March 16, 2011, the Court granted our Motion and dismissed the complaint without prejudice. On May 5, 2011, the lead plaintiff filed a Third Amended Complaint, and we again filed a Motion to Dismiss. On November 21, 2011, the Court granted our Motion and dismissed the case with prejudice. On December 19, 2011, the lead plaintiff filed a Notice of Appeal with the Ninth Circuit Court of Appeals. We and our insurance carrier have agreed with the lead plaintiff on the final terms of a settlement. The settlement provides for a full release and dismissal of all claims asserted against all defendants in the litigation and the appeal, in exchange for payment of $1.4 million by our insurance carrier. The settlement is subject to court approval following notice to the potential class members. The Court of Appeals dismissed the appeal on June 25, 2012 and the case has been returned to the district court for the approval process. The district court has approved the application for preliminary approval of the settlement and the final approval hearing is scheduled for November 9, 2012. We have not recorded any significant accruals for contingent liabilities associated with this matter based on our belief that a liability, while possible, is not probable.


(in thousands)	Senior Notes			Second Lien Notes		NextWave Third Lien Notes			HoldCo Third Lien Notes		Other			Total
Balance, December 31, 2011	$	137,795		$	193,291	$	685,086		$	—	$	22,415		$	1,038,587
Paid-in-kind interest		15,648			22,372		77,525			8,535		—			124,080
Amortization of debt discount		—			—		3,387			355		1,594			5,336
Transfer of Third Lien Notes		—			—		(435,451	)		435,451		—			—
Cash payments		—			—		—			—		(4,080	)		(4,080	)


Balance, September 29, 2012	$	153,443		$	215,663	$	330,547		$	444,341	$	19,929		$	1,163,923


Balance, January 1, 2011	$	122,261		$	158,876	$	497,574		$	—	$	25,759		$	804,470
Paid-in-kind interest		13,778			19,481		65,189			—		—			98,448
Amortization of debt discount		2,215			6,471		73,518			—		1,700			83,904
Extension of wireless spectrum lease		—			—		—			—		398			398
Cash payments		(5,300	)		—		—			—		(4,837	)		(10,137	)
Favorable settlement reclassified to restructuring credits		—			—		—			—		(1,076	)		(1,076	)


Balance, October 1, 2011	$	132,954		$	184,828	$	636,281		$	—	$	21,944		$	976,007

We10 are also currently involved in other legal proceedings, which we do not believe will result in a material liability. We estimate the range of liability related to pending litigation where the amount and range of loss can be estimated. We record our best estimate of a loss when the loss is considered probable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, we record the minimum estimated liability related to the claim. As additional information becomes available, we assess the potential liability related to our pending litigation and revise our estimates. As of June 30, 2012, we have not recorded any significant accruals for contingent liabilities associated with our legal proceedings based on our belief that a liability, while possible, is not probable. Further, any possible range of loss cannot be estimated at this time. Revisions to our estimate of the potential liability could materially impact future results of operations.

12Table of Contents

~~10.~~The ~~Subsequent~~following ~~Event~~table summarizes the activity related to our unamortized deferred financing costs for the nine months ended September 29, 2012 and October 1, 2011:

On August 1, 2012, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AT&T Inc., a Delaware corporation (“AT&T”) and Rodeo Acquisition Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of AT&T (“Merger Sub”). Under the terms of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a direct wholly-owned subsidiary of AT&T (the “Merger”).


	Unamortized Deferred Financing Costs												Total
(in thousands)	Senior Notes			Second Lien Notes			NextWave Third Lien Notes			HoldCo Third Lien Notes			Total
Balance at December 31, 2011	$	—		$	—		$	9		$	—		$	9
Transfer of Third Lien Notes		—			—			(3	)		3			—
Amortization of deferred financing costs		—			—			(5	)		(1	)		(6	)

Balance at September 29, 2012	$	—		$	—		$	1		$	2		$	3


Balance at January 1, 2011	$	35		$	3,076		$	151		$	—		$	3,262
Amortization of deferred financing costs		(35	)		(2,504	)		(109	)		—			(2,648	)

Balance at October 1, 2011	$	—		$	572		$	42		$	—		$	614

~~The Merger Agreement provides that AT&T will acquire all of the outstanding common shares of NextWave for $1~~5.00 ~~per~~Business ~~share~~Divestiture plus a non-transferrable contingent payment right representing a pro rata interest in an amount of up to $25 million in the residual balance of a $50 million escrow fund to be funded initially with (i) a $25 million payment by AT&T pursuant to the terms of the Merger Agreement and ~~(ii)~~Discontinued $25 million of the price to be paid by AT&T for Third Lien Notes pursuant to the terms of a note purchase agreement entered into between AT&T and the holders of Third Lien Notes and described below, with such escrow fund and the contingent payment rights being subject to reduction to satisfy indemnification rights held by AT&T in respect of losses, resulting from, among other things, breaches of representations and warranties, certain pre-closing liabilities, balance sheet adjustments and other items described in the Merger Agreement and the purchase agreement for the Third Lien Notes, and to pay fees to be incurred under the contingent payment rights agreement and the escrow agreement. Operations

~~AT&T~~Business ~~has~~Divestiture entered into note purchase agreements with each of the holders of our Notes. Pursuant to the note purchase agreements, immediately prior to the consummation of the Merger, AT&T will purchase the Notes for a cash amount equal to $600 million, less the $25 million cash consideration to be paid by AT&T at closing of the Merger pursuant to terms of the Merger Agreement and the $25 million to be deposited into the $50 million escrow fund in respect of the contingent payment rights at closing pursuant to the Merger Agreement and subject to a $25 million escrow hold-back to secure post-closing indemnification rights held by AT&T and other deductions pursuant to the note purchase agreement for the Third Lien Notes. The amount of cash to be paid at closing in respect of the Third Lien Notes will also be subject to reduction for closing date liabilities of NextWave, including certain tax amounts, and amounts necessary to repay a new working capital facility of up to $15 million to be provided by the holders of the Senior Notes.

InDuring ~~connection with~~ the ~~Merger~~nine ~~Agreement,~~months onended ~~August~~ October 1, ~~2012~~2011, ~~the~~we ~~Company~~completed ~~and~~the ~~its~~sale ~~wholly~~of ~~owned~~our ~~subsidiary~~remaining ~~NextWave~~subsidiaries ~~Wireless~~in ~~LLC,~~Latin ~~and certain~~America ~~subsidiary~~to ~~guarantors entered into~~ a ~~Forbearance~~third ~~Agreement~~party ~~(the~~for ~~“Forbearance~~$3.0 ~~Agreement”)~~million ~~with~~and ~~the~~recognized ~~holders~~a ofgain ~~the~~on ~~Notes. Pursuant to~~ the ~~Forbearance~~divestiture ~~Agreement, each holder has agreed, and directed The Bank~~ of ~~New York Mellon, as~~$1.7 ~~collateral agent~~million, toall ~~temporarily~~of ~~forbear~~which ~~from~~is ~~exercising~~reported ~~their~~in ~~respective~~discontinued ~~rights~~operations ~~and~~in ~~remedies~~the incondensed ~~connection~~consolidated ~~with~~statement ~~potential~~of ~~defaults~~operations, and ~~events~~ of ~~default~~which ~~that may occur during the forbearance period~~$1.3 ~~The~~million ~~forbearance~~was ~~period~~accumulated ~~will~~in ~~terminate on~~ the ~~earliest~~ toforeign ~~occur~~currency oftranslation ~~the~~adjustment ~~effective~~component ~~time~~ of ~~the~~equity ~~Merger,~~for ~~sixty~~these ~~days~~consolidated subsidiaries ~~after~~and ~~the~~transferred ~~date~~to ofearnings ~~any~~upon ~~termination~~substantial ~~of the Merger Agreement and January 31, 2014~~liquidation.

AtDiscontinued ~~the~~Operations time of the merger, NextWave will hold only its U.S. WCS and AWS spectrum assets, with the remainder of its assets and liabilities, including its Canadian WCS spectrum and its 2.5 MHz EBS/BRS spectrum assets, being held by a newly formed subsidiary (“NextWave Holdco”). Prior to the AT&T note purchase transactions described above, NextWave will redeem the outstanding amount of its Third Lien Notes that will not be purchased by AT&T for the equity interests in NextWave Holdco. The holders of the Third Lien Notes will also have the right to receive the equity interests in NextWave Holdco in connection with certain bankruptcy events and following any termination of the Merger Agreement, in redemption of the Third Lien Notes which become the direct obligations of NextWave Holdco (as described below), and in the case of any termination of the Merger Agreement, in consideration of a payment of $25 million for the benefit of our stockholders. The Merger Agreement and the Forbearance Agreement require the Company to complete the transactions in connection with the formation of NextWave Holdco within thirty days following the date of the Merger Agreement or, if regulatory approval is required, as promptly as practicable following receipt of such regulatory approval.

ToIn ~~permit~~an ~~the consummation~~effort ~~of the transactions described above, the holders of the Notes will amend and restate the Notes and amend certain documents ancillary~~ to ~~the~~reduce ~~Notes.~~our ~~The~~future ~~Third~~working ~~Lien~~capital ~~Notes~~requirements ~~will be amended~~ and ~~restated~~in ~~and~~order ~~split into two series~~ to ~~provide that~~comply ~~certain of the Company’s obligations to the holders of the Third Lien Notes will remain~~ with the ~~Company~~terms ~~and the remaining obligations will become direct obligations~~ of ~~NextWave~~our ~~Holdco. Specifically, the parties have agreed that $325 million of the Company’s outstanding obligations under the Third Lien~~ Notes ~~will~~our ~~remain~~Board ~~the Company’s direct obligations and the remaining principal balance~~ of ~~the Company’s Third Lien Notes plus accrued and unpaid interest as of the~~Directors ~~date~~approved the ~~Third~~implementation ~~Lien Notes are amended and restated will become the direct obligations~~ of NextWave Holdco. AT&T will also have the option upon the occurrence of certain insolvency filing events to purchase the Third Lien Notes which remain the Company’s direct obligations. NextWave Holdco will provide a ~~first~~global ~~priority~~restructuring ~~guarantee~~initiative ~~of the Company’s obligations to the First Lien Holders and a second priority guarantee of the Company’s obligations to the Second Lien Holders~~ in ~~addition~~ ~~to the guarantees~~2008, ~~security~~pursuant ~~interests and pledges previously in place in connection with the Notes. It is contemplated that the interest rate on the Third Lien Notes transferred~~ to ~~NextWave~~which ~~Holdco~~we ~~will~~have bedivested, ~~16%~~either ~~and~~through ~~that~~sale, ~~the~~dissolution ~~covenants applicable~~or ~~to the Third Lien Notes will be amended~~closure, ~~including~~our ~~without limitation to provide for the following~~multimedia, ~~subject~~network toinfrastructure ~~the~~and ~~receipt~~semiconductor ofbusinesses. ~~any required regulatory approvals:~~

•Our acontinuing ~~restriction~~operations onare ~~the~~comprised ~~sale~~ of ~~the~~our ~~assets~~portfolio ~~transferred to NextWave Holdco unless holders~~ of ~~75%~~licensed ofwireless ~~the~~spectrum ~~NextWave~~assets. ~~Holdco~~We ~~Third~~continue ~~Lien~~to ~~Notes~~pursue ~~provide~~sales ~~consent~~of ~~and~~our wireless aspectrum ~~requirement~~license ~~that~~assets, ~~all~~the net proceeds ~~received~~of ~~from~~which ~~such sales~~ will be ~~held~~used onto ~~behalf~~reduce ofour ~~and~~outstanding inindebtedness. ~~trust of the holders of the NextWave Holdco Third Lien Notes by a noteholder representative;~~

•The ~~the holders~~ results of ~~75%~~operations of ~~the~~our ~~NextWave~~Global ~~Holdco~~Services ~~Third~~Support ~~Lien~~strategic ~~Notes~~business ~~will~~unit ~~also~~and ~~have~~our ~~the~~WiMAX ~~right~~Telecom, toInquam ~~direct~~and ~~NextWave~~South ~~Holdco~~American ~~to sell the assets transferred to it~~businesses, ~~and~~have ~~all~~been ~~net~~reported ~~proceeds~~as ~~received~~discontinued ~~from~~operations ~~such~~in ~~sales~~the ~~will~~consolidated ~~similarly~~financial bestatements ~~held~~for onall ~~behalf~~periods ofpresented, ~~and~~prior to insale ~~trust~~or ofdissolution ~~the holders~~ of the ~~NextWave~~respective ~~Holdco~~business. ~~Third Lien Notes by the noteholder representative;~~

•The ~~the~~carrying ~~noteholder~~amounts ~~representative will hold all such proceeds described above until the First Lien Notes and the Second Lien Notes have been satisfied in full or the holders~~ of ~~66 2/3% of~~ the ~~First~~assets ~~Lien Notes~~ and 66liabilities ~~2/3%~~ of ~~the~~our ~~Second~~discontinued operations ~~Lien~~are ~~Notes~~as ~~have~~follows: ~~consented to release of the proceeds to the holders of the NextWave Holdco Third Lien Notes; and~~

• the noteholder representative will also have the right to purchase (on behalf of and in trust for the holders of the NextWave Holdco Third Lien Notes) all of the Company’s First Lien Notes and Second Lien Notes subject to the obligation to keep such notes outstanding until the consummation of the Merger until (A) the consummation of the Merger, or (B) in the event a bankruptcy proceeding is initiated, the exercise of a call right by AT&T to acquire the Third Lien Notes and the payment of the First Lien Notes and Second Lien Notes in the bankruptcy proceeding.


(in thousands)	September 29, 2012		December 31, 2011
Cash and cash equivalents	$	661	$	5
Property and equipment held for sale		3,500		3,500
Other assets		1		6

Current assets of discontinued operations	$	4,162	$	3,511

Current liabilities of discontinued operations	$	725	$	172

InThe ~~addition,~~financial ~~the~~results ~~holders~~ of ~~the~~our ~~Senior~~discontinued ~~Notes~~operations have agreed to provide a working capital line (subject to negotiation and execution of mutually agreeable documentation) of up to $15 million to be available to the Company prior to the closing of the Merger, which may be pari passu with the Senior Notes (or senior in priority to the Senior Notes, Second Lien Notes or Third Lien Notes) and senior to any other debt obligation of the Company. Proceeds from disbursements under the working capital line are toas befollows: ~~used solely to pay expenses incurred in the ordinary course of operations of the Company or in connection with payments to be made in connection with the Merger.~~

The Merger Agreement will terminate automatically if the Merger has not occurred on or prior to July 31, 2013 (the “Termination Date”). The Termination Date may be extended for up to two three-month periods at the option of AT&T if requisite regulatory approvals have not been obtained. In addition, either the Company or AT&T can terminate the Merger Agreement under specified circumstances. The Merger Agreement also provides that, upon termination of the Merger Agreement under specified circumstances, NextWave, or an alternative acquiror of NextWave will pay AT&T a termination payment of $5 million.


	Three Months Ended						Nine Months Ended
(in thousands)	September 29, 2012			October 1, 2011			September 29, 2012			October 1, 2011
Revenues	$	—		$	—		$	—		$	6
Total operating expense credits⁽¹⁾		(117	)		(65	)		(268	)		(613	)
Net gains (losses) on business divestitures⁽²⁾		—			(1	)		19,862			2,119
Income before income taxes		16			66			20,029			2,740
Net income from discontinued operations		10			42			18,563			1,740

~~The~~(1) ~~Merger~~Total ~~and~~operating expense credits for the ~~transactions~~three ~~contemplated~~months ~~thereby~~ended ~~were unanimously~~September ~~approved~~29, by2012 ~~the~~includes ~~Independent~~$0.1 ~~Committee~~million ofin ~~NextWave’s~~sublease ~~Board~~revenue. ofTotal ~~Directors~~operating ~~and~~expense ~~NextWave’s~~credits ~~Board~~for ofthe ~~Directors~~nine months ended September 29, 2012 includes $0.3 million in sublease revenue

~~The~~Total ~~transaction~~operating isexpense credits ~~subject~~for tothe ~~closing~~three ~~conditions~~months ended October 1, ~~including~~2011 ~~approval~~includes of$0.1 ~~NextWave’s~~million ~~stockholders’~~in ofsublease ~~record~~revenue. asTotal ofoperating ~~September~~expense 4credits for the nine months ended October 1, ~~2012~~ ~~and~~2011 ~~regulatory~~include ~~approvals~~a $0.3 million favorable settlement with a service vendor, ~~including~~$0.2 million ~~approval~~in ofnet gains on the ~~FCC~~sale of equipment and $0.2 million in sublease revenue.

13(2) Net gains on business divestitures for the nine months ended September 29, 2012 includes $2.3 million in cash consideration received plus $17.6 million accumulated in the foreign currency translation adjustment component of equity that was transferred to earnings upon substantial liquidation of our foreign entities.

~~ITEM~~Net 2gains on business divestitures for the nine months ended October 1, 2011 includes $3.4 ~~Management’s~~million ~~Discussion~~in ~~and~~cash ~~Analysis~~consideration received, partially offset by $1.3 million accumulated in the foreign currency translation adjustment component of ~~Financial~~equity ~~Condition~~that ~~and~~was ~~Results~~transferred to earnings upon substantial liquidation of ~~Operation~~our foreign entities.

In11 addition to historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. Our actual results could differ substantially from those anticipated by such forward-looking information due to a number of factors, including, but not limited to, risks described in the section entitled “Risk Factors” and elsewhere in this Quarterly Report. Additionally, the following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in Item 1 of Part I of this Quarterly Report and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2011 contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2012. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and should be aware that the Company’s actual results could differ materially from those described in the forward-looking statements due to a number of factors, including, without limitation, those factors described under “Risk Factors” and elsewhere in this Quarterly Report. Any forward-looking statements should be considered in light of these factors. Unless otherwise required by law, the Company undertakes no obligation, and expressly disclaims any obligation, to update or publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, or otherwise.

WeTable operate on a 52-53 week fiscal year ending on the Saturday nearest to December 31 of the current calendar year or the following calendar year. Normally, each fiscal year consists of 52 weeks, but every five or six years the fiscal year consists of 53 weeks. Fiscal years 2012 and 2011 are 52-week years ending on December 29, 2012 and December 31, 2011, respectively. The three- and six-month periods ending June 30, 2012 and July 2, 2011 include 13 weeks and 26 weeks each, respectively. Contents

The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and extinguishment of liabilities in the normal course of business6. AsNet ~~more~~Income ~~fully~~(Loss) ~~described~~Per inCommon ~~Note~~Share 1 to the consolidated financial statements, we have incurred recurring operating losses and have substantial debt maturities in 2012 and 2013 and our cash reserves will not be sufficient to meet these payment obligations. These conditions raise substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Information

~~OVERVIEW~~Our weighted-average number of common shares outstanding includes the weighted-average number of 0.4 million warrants during each of the three and nine months ended September 29, 2012 and 1.8 million warrants during each of the three and nine months ended October 1, 2011, held by a related party (Note 2), exercisable for shares of our common stock, as they are issuable for an exercise price of $0.07 each. At September 29, 2012, 0.4 million of these warrants remained outstanding.

~~Second~~The ~~Quarter~~following securities that could potentially reduce net income or increase net loss per share in the future are not included in the determination of ~~2012~~diluted income (loss) per share as they are antidilutive. The share amounts are determined using a weighted-average of the common stock equivalents outstanding during the respective periods

• Our net loss from continuing operations during the second quarter of 2012 was $47.9 million compared to $66.0 million for the second quarter of 2011.


	Three Months Ended				Nine Months Ended
(in thousands)	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Outstanding stock options		2,163		1,486		2,040		1,510
Unvested restricted stock		1,169		1,236		1,189		1,236

~~• Our net loss from continuing operations during the first six months of 2012 was $94~~7.8 ~~million~~Stockholders’ ~~compared to $128.1 million for the first six months of 2012.~~Deficit

•Changes ~~Our~~in ~~net~~shares ~~loss is driven by the accrual~~ of ~~substantial~~common ~~payment-in-kind~~stock ~~interest~~outstanding onand ~~our~~total ~~secured~~stockholders’ ~~debt,~~deficit ~~expenses~~for inthe ~~maintaining~~nine ~~our~~months ~~wireless spectrum assets and expenses of remaining a public company~~ended September 29, ~~which~~2012 ~~expenses~~ are ~~not offset by any material revenue. We expect that these losses will persist~~ as wefollows: ~~continue our efforts to monetize our wireless spectrum assets.~~

Our Business


(in thousands)	Shares of Common Stock Outstanding		Total Stockholders’ Deficit
Balance at December 31, 2011		24,938	$	(660,767	)
Share-based compensation expense		—		295
Foreign currency translation adjustment transferred to earnings upon substantial liquidation of foreign entities		—		(17,578	)
Foreign currency translation adjustment		—		1,259
Net loss		—		(131,875	)

Balance at September 29, 2012		24,938	$	(808,666	)

NextWave Wireless Inc. is a holding company for our wireless spectrum portfolio. Our continuing operations are focused on the management of our wireless spectrum interests. Our total domestic spectrum holdings consist of approximately 3.9 billion MHz POPs. The term “MHz-POPs” is defined as the product derived from multiplying the number of megahertz associated with a license by the population of the license’s service area. Our wireless license portfolio covers approximately 218.6 million total POPs, with 104.8 ~~million POPs covered by 20 MHz or more of spectrum, and an additional 94~~.~~9 million~~ ~~POPs~~Fair ~~covered~~Value by at least 10 MHz of spectrum. In addition, a number of markets, including much of the New York City metropolitan region, are covered by 30 MHz or more of spectrum. Our domestic spectrum resides in the 2.3 GHz Wireless Communication Services (“WCS”), 2.5 GHz Broadband Radio Service (“BRS”)/Educational Broadband Service (“EBS”), and 1.7/2.1 GHz Advanced Wireless Service (“AWS”) bands and offers propagation and other characteristics suitable to support high-capacity, mobile broadband services. Measurements

~~Our~~Assets ~~international~~and ~~spectrum~~Liabilities ~~included~~Measured inat ~~continuing~~Fair ~~operations~~Value ~~include~~on ~~2.3~~a ~~GHz~~Recurring ~~licenses~~Basis ~~in Canada with 15 million POPs covered by 30 MHz of spectrum.~~

OnThere ~~August~~have 1,been ~~2012,~~no wesignificant ~~entered~~changes ~~into~~to anour ~~Agreement~~assets and ~~Plan~~liabilities ofmeasured ~~Merger~~at ~~(the~~fair ~~“Merger~~value ~~Agreement”)~~on ~~with AT&T and Rodeo Acquisition Sub Inc.,~~ a ~~Delaware~~recurring ~~corporation~~basis ~~and~~during ~~a direct wholly-owned subsidiary of AT&T (“Merger Sub”). Under~~ the ~~terms~~nine ofmonths ended ~~the Merger Agreement~~September 29, ~~Merger~~2012 ~~Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a direct wholly-owned subsidiary of AT&T (the “Merger”).~~

~~Completion of~~Assets ~~the~~and ~~Merger~~Liabilities isMeasured ~~not~~at ~~subject~~Fair toValue on a ~~financing~~Nonrecurring ~~condition,~~Basis ~~but is subject to approval of the Merger by the Company’s stockholders, conditions relating to approval by the Federal Communications Commission (“FCC”), and other conditions to closing.~~

~~The~~There ~~Merger~~have ~~and~~been ~~the~~no ~~related~~significant ~~transactions~~changes ~~are~~to ~~described~~our inassets ~~more~~and ~~detail~~liabilities inmeasured ~~Note~~at 10fair tovalue on a nonrecurring basis during the ~~Condensed~~nine ~~Consolidated~~months ~~Financial~~ended ~~Statements~~September 29, 2012.

14Fair Value of Other Financial Instruments

~~Discontinued~~The ~~Operations~~carrying amounts of certain of our financial instruments of continuing operations, including cash and cash equivalents, short-term investments, accounts payable and accrued expenses, approximate fair value due to their short-term nature. The carrying amounts and fair values of our long-term obligations of continuing operations are as follows:

The results of operations of our Global Services Support strategic business units and our WiMAX Telecom, Inquam and South American businesses, have been reported as discontinued operations in the condensed consolidated financial statements for all periods presented, prior to sale or dissolution of the respective business.


	September 29, 2012				December 31, 2011
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior Notes	$	153,443	$	153,678	$	137,795	$	138,353
Second Lien Notes		215,663		216,239		193,291		194,701
NextWave Third Lien Notes		330,547		331,910		685,086		697,803
HoldCo Third Lien Notes		444,341		446,172		—		—
Wireless spectrum leases		19,929		17,318		22,415		19,289

~~Our~~At ~~discontinued~~September 29, ~~international~~2012 ~~operations~~and ~~hold~~December 31, a2011, ~~nationwide~~we ~~2.0~~determined ~~GHz~~the ~~license~~fair invalue ~~Norway~~of our long-term obligations using discounted cash flow models with discount rates that represent our respective estimated incremental borrowing rates as of that date for that type of instrument (level 2 inputs).

~~RESULTS~~12 ~~OF OPERATIONS~~

TheTable results of operations of our Global Services Support strategic business units and our WiMAX Telecom, Inquam and South American businesses, have been reported as discontinued operations in the consolidated financial statements for all periods presented, prior to sale or dissolution of the respective business. Contents

~~Comparison~~9. ofCommitments ~~Our~~and ~~Second Quarter of 2012 to Our Second Quarter of 2011 – Continuing Operations~~ Contingencies

~~General~~Legal ~~and~~Proceedings ~~Administrative~~

~~General~~On September 16, 2008, a putative class action lawsuit, captioned “Sandra Lifschitz, On Behalf of Herself and ~~administrative~~All ~~expenses~~Others ~~from~~Similarly Situated, Plaintiff, v. NextWave Wireless Inc. et al., ~~continuing~~Defendants,” ~~operations~~was filed in the U.S. District Court for the Southern District of California against us and certain of our officers. The suit alleges that the defendants made false and misleading statements and/or omissions in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The suit seeks unspecified damages, interest, costs, attorneys’ fees, and injunctive, equitable or other relief on behalf of a purported class of purchasers of our common stock during the period from March 30, 2007 to August 7, 2008. A second ~~quarter~~putative class action lawsuit captioned “Benjamin et al. v. NextWave Wireless Inc. et al.” was filed on October 21, 2008 alleging the same claims on behalf of ~~2012~~purchasers ~~were~~of $our common stock during an extended class period, from November 27, 2006 through August 7, 2008. On February 24, 2009, the Court issued an Order consolidating the two cases and appointing a lead plaintiff pursuant to the Private Securities Litigation Reform Act. On May 15, 2009, the lead plaintiff filed an Amended Complaint, and on June 29, 2009, we filed a Motion to Dismiss that Amended Complaint. On March 5, 2010, the Court granted our Motion to Dismiss without prejudice, permitting the lead plaintiff to file an Amended Complaint.1 ~~million~~On ~~compared~~March 26, 2010, the lead plaintiff filed a Second Amended Consolidated Complaint, and we subsequently filed a Motion to $6Dismiss.1 ~~million~~On ~~for~~March 16, 2011, the ~~second~~Court ~~quarter~~granted ofour Motion and dismissed the complaint without prejudice. On May 5, 2011, the lead plaintiff filed a Third Amended Complaint, and we again filed a Motion to Dismiss. On November 21, 2011, the Court granted our Motion and dismissed the case with prejudice. On December 19, 2011, the lead plaintiff filed a Notice of Appeal with the Ninth Circuit Court of Appeals. We and our insurance carrier have agreed with the lead plaintiff on the final terms of a settlement. The settlement provides for a full release and dismissal of all claims asserted against all defendants in the litigation and the appeal, in exchange for payment of $1.04 million ~~decrease~~by our insurance carrier. The settlement is ~~attributable~~subject ~~primarily~~to court approval following notice to ~~lower~~the ~~headcount~~potential ~~related~~class members. The Court of Appeals dismissed the appeal on June 25, 2012 and ~~professional~~the ~~fee~~case ~~expenditures~~has inbeen returned to the district court for the approval process. The ~~addition~~district court has approved the application for preliminary approval of the settlement and the final approval hearing is scheduled for November 9, 2012. We continue to ~~lower~~maintain ~~share-~~the D&O and corporate liability insurance covering certain risks associated with securities claims filed against us or our directors and officers, as described above, with insurance from multiple carriers, each insuring a different layer of exposure, up to a total of $50 million. We have accrued for liabilities equal to the financial deductible of our D&O policy for the period covering the time the class action lawsuit for this matter was filed. Other than accruing for our financial deductible, we have not recorded any significant accruals for contingent liabilities associated with this matter based ~~compensation~~on ~~expense~~our belief that a liability in excess of our insurance coverage, while possible, is not probable.

~~Included~~On inAugust 5, ~~general~~2012, ~~and~~the ~~administrative~~Company ~~expenses~~became ~~during~~aware ~~each~~that ofthe liquidator in the ~~second~~Go Networks (Israel) Ltd. bankruptcy, which was filed in Tel Aviv in September 2008, purportedly made a claim against the ~~quarters~~Company offor ~~2012~~damages ~~and~~alleging ~~2011~~that isthe ~~$1.9~~Company ~~million~~contributed ofto ~~amortization~~the demise of ~~finite-lived~~and ~~wireless~~failed ~~spectrum~~to sufficiently fund its former subsidiary Go Networks (Israel) Ltd. ~~Also~~While ~~included~~the inCompany ~~general~~believes ~~and~~that ~~administrative~~the ~~expenses~~liquidator’s ~~during~~claims are without merit, the ~~second~~Company cannot ~~quarters~~yet estimate the amount of ~~2012~~legal fees and ~~2011~~damages, isif ~~$0.1~~any, ~~million~~that ~~and~~could ~~$0.2~~be ~~million,~~awarded ~~respectively,~~in ~~of share-based~~connection ~~compensation~~with ~~expense~~such claims.

~~Net~~On August 31, ~~gains~~2012, a putative class action lawsuit was filed in the Court of Chancery of the State of Delaware against the Company, AT&T, Merger Sub, Allen Salmasi, Douglas F. Manchester, Jack Rosen, Nadar Tavakoli, Carl E. Vogel and William H. Webster alleging, among other things, that the Company’s board of directors and certain of its executive officers breached various fiduciary duties in connection with the board of directors’ approval of the proposed Merger and that the Company, AT&T and Merger Sub aided and abetted such alleged breaches of fiduciary duties. The plaintiff seeks injunctive relief preventing the Merger, an order rescinding the proposed Merger in the event it is not enjoined, and damages as a result of the alleged actions of the defendants, including attorneys’ and experts’ fees (the foregoing, the “Weiss Action”). Subsequently, on ~~Sales~~September 6, 2012, two additional complaints were filed in the Superior Court of California, ~~Wireless~~County ~~Spectrum~~of ~~Licenses~~San Diego by Thomas Juzwik and Elias Rodriguez against the Company, AT&T, Merger Sub, Allen Salmasi, Jack Rosen, William Webster, Douglas F. Manchester, Robert Symington, Frank Cassou and Francis Harding, containing substantially similar allegations to those set forth in the Weiss Action. We collectively refer to the Juzwik, Rodriquez and Weiss actions as, the actions.

~~During~~In order to avoid the ~~second~~costs, ~~quarter~~risks and uncertainties inherent in litigation and to allow stockholders to vote on the proposal to adopt the Merger Agreement at the scheduled special meeting, the Company and the other defendants entered into a memorandum of understanding (the “Memorandum of Understanding”) with plaintiffs’ counsel on September 20, 2012 wein ~~recognized~~connection with the actions, pursuant to which the Company, the other named defendants and the plaintiffs have agreed to settle the actions subject to court approval. If the Delaware court approves the settlement, the Weiss action will be dismissed with prejudice and the plaintiffs in the Juzwik and Rodriquez actions will dismiss their complaints based on the settlement of the Weiss action. We continue to maintain the D&O and corporate liability insurance covering certain risks associated with securities claims filed against us or our directors and officers, as described above, with insurance from multiple carriers, each insuring a ~~net~~different ~~gain~~layer of exposure, up to a total of $~~0.1~~50 million. onWe have accrued for liabilities equal to the ~~sale~~financial deductible of our ~~wireless~~D&O ~~spectrum~~policy ~~licenses~~for inthe ~~Canada~~period covering the time the class action lawsuit for this matter was filed. Other than accruing for our financial deductible, we have not recorded any significant accruals for contingent liabilities associated with this matter based on our belief that a liability in excess of our insurance coverage, while possible, is not probable.

~~During~~We ~~the~~are ~~second~~also ~~quarter~~currently ofinvolved ~~2011~~in other legal proceedings, which we ~~recognized~~do not believe will result in a $0material liability.3 ~~million~~We ~~gain~~estimate onthe range of liability related to pending litigation where the ~~sale~~amount and range of ~~wireless~~loss ~~spectrum~~can ~~licenses~~be ~~which represents~~estimated. We record our ~~receipt~~best estimate of a $0loss when the loss is considered probable.3 ~~million~~Where ~~holdback~~a ~~payment~~liability ~~that~~is ~~was~~probable and there is a range of estimated loss with no best estimate in the range, we record the minimum estimated liability related to the claim. As additional information becomes available, we assess the potential liability related to our pending ~~FCC~~litigation ~~clearance~~and revise our estimates. As of September 29, 2012, other than accrual for the financial deductible described above, we have not recorded any significant accruals for contingent liabilities associated with our legal proceedings based on our belief that a ~~prior~~liability, ~~sale~~while bypossible, usis not probable. Further, any possible range of loss cannot be estimated at this time. Revisions to our estimate of the potential liability could materially impact future results of operations.

1513

InterestTable Expenseof Contents

~~Interest~~ITEM ~~expense from continuing operations during the second quarter of 2012 was $43~~2.1 ~~million,~~Management’s ~~compared~~Discussion ~~to $61.7 million during the second quarter of 2011, a decrease of $18.6 million. The decrease is primarily attributable to lower interest accretion of debt discounts~~ and ~~issuances~~Analysis ~~costs~~ of ~~$1.0~~Financial ~~million,~~Condition ~~$3.0 million~~ and ~~$23.3~~Results ~~million on our Senior Notes, Second Lien Notes and Third Lien Notes, respectively. These decreases were partially offset by higher principal and paid-in-kind interest~~ of ~~$0.7 million, $1.0 million and $7.0 million on our Senior Notes, Second Lien Notes and Third Lien Notes, respectively.~~ Operation

~~Interest~~In ~~expense~~addition onto ~~our~~historical ~~Senior Notes~~information, ~~Second~~the ~~Lien~~following ~~Notes~~discussion contains forward-looking statements that are subject to risks and uncertainties. ~~Third~~Our ~~Lien~~actual ~~Notes~~results ~~during~~could ~~2012~~differ issubstantially ~~expected~~from those anticipated by such forward-looking information due to bea ~~lower~~number ~~than~~of ~~that~~factors, ~~recognized~~including, ~~during~~but ~~2011~~not bylimited ~~approximately~~to, ~~$69~~risks described in the section entitled “Risk Factors” and elsewhere in this Quarterly Report. Additionally, the following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in Item 1 ~~million~~of Part I of this Quarterly Report and isthe ~~expected~~audited toconsolidated befinancial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2011 contained in our Annual Report on ~~attributed~~Form 10-K filed with the Securities and Exchange Commission on March 12, 2012. Readers are cautioned not to ~~lower~~place ~~accretion~~undue reliance on forward-looking statements, which speak only as of ~~debt~~the ~~discounts~~date hereof, and ~~issuance~~should ~~costs~~be ~~related~~aware that the Company’s actual results could differ materially from those described in the forward-looking statements due to ~~these~~a ~~notes~~number of ~~approximately~~factors, ~~$100.9~~including, ~~million~~without limitation, ~~partially~~those ~~offset~~factors bydescribed ~~higher~~under ~~paid-~~“Risk Factors” and elsewhere in this Quarterly Report. Any forward-~~kind~~looking ~~interest~~statements should be considered in light of ~~approximately~~these ~~$31~~factors.8 ~~million~~Unless otherwise required by law, the Company undertakes no obligation, and expressly disclaims any obligation, to update or publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, or otherwise.

~~Income~~We ~~Taxes~~operate on a 52-53 week fiscal year ending on the Saturday nearest to December 31 of the current calendar year or the following calendar year. Normally, each fiscal year consists of 52 weeks, but every five or six years the fiscal year consists of 53 weeks. Fiscal years 2012 and 2011 are 52-week years ending on December 29, 2012 and December 31, 2011, respectively. The three- and nine-month periods ending September 29, 2012 and October 1, 2011 include 13 weeks and 39 weeks each, respectively.

~~During~~The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and extinguishment of ~~second~~liabilities ~~quarters~~in the normal course of business. As more fully described in Note 1 to the consolidated financial statements, we have incurred recurring operating losses and have substantial debt maturities in 2012 and ~~2011,~~2013 ~~substantially~~and ~~all~~our ofcash reserves will not be sufficient to meet these payment obligations. These conditions raise substantial doubt about our Uability to continue as a going concern.S. ~~subsidiaries~~The ~~had~~accompanying ~~net~~consolidated ~~losses~~financial ~~for~~statements ~~tax~~do ~~purposes~~not ~~with~~include ~~full~~any ~~valuation~~adjustments ~~allowances~~that might result from the outcome of this uncertainty.

~~Our~~OVERVIEW effective income tax rate during the second quarter of 2012 was 0.4% resulting in an income tax benefit of $0.2 million on our pre-tax loss of $48.1 million. The income tax benefit is a result of taxes provided on income from discontinued operations that can be offset by losses from continuing operations.

~~Our~~Third ~~effective income~~Quarter ~~tax rate during the second quarter~~ of ~~2011~~2012 was 2.5%, resulting in an income tax benefit of $1.7 million on our pre-tax loss of $67.6 million. The income tax benefit consists of a $1.3 million tax benefit from the effect of the change in the effective income tax rate on the deferred tax liabilities associated with indefinite-lived intangible assets and a $0.4 million tax benefit on taxes provided on income from discontinued operations that can be offset by losses from continuing operations.

~~Comparison~~• On August 1, 2012, we entered into an Agreement and Plan of ~~Our~~Merger ~~First~~(the ~~Six~~“Merger ~~Months~~Agreement”) with AT&T and Rodeo Acquisition Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of ~~2012~~AT&T (“Merger Sub”). Under the terms and subject to ~~Our~~the ~~First~~conditions ~~Six~~set ~~Months~~forth ofin ~~2011~~the –Merger ~~Continuing~~Agreement, ~~Operations~~Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a direct wholly-owned subsidiary of AT&T (the “Merger”).

~~General~~• As required pursuant to the Merger Agreement, the holders of the Notes amended certain documents ancillary to the Notes on August 16, 2012. Our Old Third Lien Notes were amended and ~~Administrative~~restated to be no longer convertible into shares of common stock of the Company and were split into two series to provide that certain of the Company’s obligations to the holders of the Old Third Lien Notes remain with the Company and the remaining obligations becoming direct obligations of NextWave HoldCo. Specifically, $325 million of the Company’s outstanding obligations under the Old Third Lien Notes remained the Company’s direct obligations (“NextWave Third Lien Notes”) and the remaining principal balance of our Old Third Lien Notes plus accrued and unpaid interest as of August 15, 2012 became the direct obligations of NextWave HoldCo (“HoldCo Third Lien Notes”). These amendments provide for a call right whereby under certain circumstances the noteholder representative is permitted to require that 100% of the equity of NextWave HoldCo be transferred to the holders of the HoldCo Third Lien Notes to redeem such notes, in full.

~~General~~• ~~and~~The ~~administrative~~amended ~~expenses~~and ~~from~~restated ~~continuing~~Senior ~~operations~~Notes ~~during~~provide for the ~~first~~issuance ~~six months~~ of ~~2012~~up ~~were~~to $~~10.7~~15 million ~~compared~~of toadditional ~~$12.3 million~~notes ~~for~~ (the ~~first~~“Senior ~~six~~Incremental ~~months~~Notes”) offor ~~2011.~~payment ~~The~~of ~~$1.6~~expenses ~~million~~incurred ~~decrease~~in isthe ~~attributable~~ordinary ~~primarily~~course toof ~~lower~~operations ~~headcount~~or ~~related~~in ~~and~~connection ~~professional~~with ~~fee~~payments ~~expenditures in addition~~ to ~~lower~~be ~~share-based~~made ~~compensation~~in ~~expense~~connection ~~during~~with ~~2012~~the merger. OfThe ~~this~~amended ~~decrease,~~and ~~$0.4 million~~restated isSenior ~~also~~Notes ~~attributed~~accrue tointerest ~~maintenance~~at ~~expenditures~~an ~~incurred~~annual ~~during~~rate ~~2011~~equal ~~associated~~to ~~with~~15% ~~certain~~per ~~build-out~~annum orand ~~substantial~~the ~~service~~Senior ~~requirements~~Incremental ofNotes ~~our~~will ~~licensed~~accrue ~~wireless~~interest ~~spectrum,~~at ~~which~~an ~~generally~~annual ~~must~~rate benot ~~satisfied~~to asexceed a10% ~~condition~~per ~~of the license~~annum.

~~Included~~• inOur ~~general~~net ~~and~~loss ~~administrative~~from ~~expenses~~continuing operations during the ~~first~~third ~~six~~quarter ~~months~~ of 2012 ~~and~~was ~~2011 is~~ $355.76 million ~~and $3.8 million~~, ~~respectively,~~compared ofto ~~amortization of finite-lived wireless spectrum~~$69.5 ~~Also~~million ~~included~~for ~~in general and administrative expenses during~~ the ~~first~~third ~~six~~quarter ~~months~~ of ~~2012 and~~ 2011 ~~is $0~~.~~2 million and $0.4 million, respectively, of share-based compensation expense.~~

~~Restructuring~~• ~~Credit~~Our net loss from continuing operations during the first nine months of 2012 was $150.4 million, compared to $197.6 million for the first nine months of 2011.

~~During~~• ~~the~~Our ~~first~~net ~~six~~loss ~~months~~is driven by the accrual of ~~2011~~substantial payment-in-kind interest on our secured debt, weexpenses ~~recognized~~in amaintaining ~~benefit~~our ofwireless ~~$1.1~~spectrum ~~million~~assets ~~resulting~~and ~~from~~expenses of remaining a ~~renegotiation~~public ofcompany, ~~our~~which ~~$1.9~~expenses ~~million~~are ~~long-term~~not ~~obligation~~offset ~~stemming~~by ~~from~~any amaterial ~~previous~~revenue. ~~renegotiation~~We ofexpect ~~one~~that ofthese ~~our abandoned~~losses ~~lease~~will ~~liabilities~~persist ~~whereby~~as we ~~paid~~continue ~~$0.8~~our ~~million~~efforts into ~~full~~monetize ~~settlement~~our ofwireless ~~the~~spectrum ~~obligation~~assets.

~~Net~~14 ~~gain on Sale of Wireless Spectrum License~~

DuringTable the first six months of 2012 we recognized a net gain of $0.1 million on the sale of our wireless spectrum licenses in Canada. Contents

~~During~~Our ~~the~~Business first six months of 2011, we recognized a $0.3 million gain on the sale of wireless spectrum licenses which represents our receipt of a $0.3 million holdback payment that was pending FCC clearance of a prior sale by us.

~~Interest~~NextWave Wireless Inc. is a holding company for our wireless spectrum portfolio. Our continuing operations are focused on the management of our wireless spectrum interests. Our total domestic spectrum ~~Expense~~holdings consist of approximately 3.9 billion MHz POPs. The term “MHz-POPs” is defined as the product derived from multiplying the number of megahertz associated with a license by the population of the license’s service area. Our wireless license portfolio covers approximately 218.6 million total POPs, with 104.8 million POPs covered by 20 MHz or more of spectrum, and an additional 94.9 million POPs covered by at least 10 MHz of spectrum. In addition, a number of markets, including much of the New York City metropolitan region, are covered by 30 MHz or more of spectrum. Our domestic spectrum resides in the 2.3 GHz Wireless Communication Services (“WCS”), 2.5 GHz Broadband Radio Service (“BRS”)/Educational Broadband Service (“EBS”), and 1.7/2.1 GHz Advanced Wireless Service (“AWS”) bands and offers propagation and other characteristics suitable to support high-capacity, mobile broadband services.

~~Interest~~Our ~~expense~~international ~~from~~spectrum included in continuing operations ~~during~~include ~~the first six months of 2012 was $84.7 million, compared to $120.~~2 ~~million during the first six months of 2011, a decrease of $35~~.53 ~~million.~~GHz ~~The~~licenses ~~decrease~~in isCanada ~~primarily~~with ~~attributable to lower interest accretion of debt discounts and issuances costs of $2.1~~ 15 million, ~~$5.9 million and $45.3 million on our Senior~~POPs ~~Notes,~~covered ~~Second Lien Notes and Third Lien Notes, respectively. These decreases were partially offset~~ by ~~higher~~30 ~~principal~~MHz ~~and paid-in-kind interest~~ of $1spectrum.2 ~~million, $1.8 million and $14.8 million on our Senior Notes, Second Lien Notes and Third Lien Notes, respectively.~~

~~Other~~Our ~~Income~~pending Merger and ~~Expense,~~the ~~Net~~related transactions are described in more detail in Note 1 to the Condensed Consolidated Financial Statements.

~~Other~~Discontinued ~~income,~~Operations ~~net, from continuing operations during the first six months of 2011 was $1.3 million, and reflects primarily changes in the estimated fair values of our embedded derivatives.~~

16The results of operations of our Global Services Support strategic business units and our WiMAX Telecom, Inquam and South American businesses, have been reported as discontinued operations in the condensed consolidated financial statements for all periods presented, prior to sale or dissolution of the respective business.

~~Income~~Our ~~Taxes~~discontinued international operations hold a nationwide 2.0 GHz license in Norway.

~~During~~RESULTS ~~the~~OF ~~first~~OPERATIONS ~~six months of 2012 and 2011, substantially all of our U.S. subsidiaries had net losses for tax purposes with full valuation allowances.~~

~~Our~~The ~~effective~~results ~~income~~of ~~tax~~operations ~~rate during the first six months~~ of ~~2012~~our ~~was~~Global ~~0.4%~~Services ~~resulting~~Support instrategic anbusiness ~~income~~units ~~tax~~and ~~benefit~~our ofWiMAX ~~$0.4~~Telecom, ~~million~~Inquam onand ~~our~~South American ~~pre-tax~~businesses, ~~loss~~have ofbeen ~~$95.2~~reported ~~million.~~as ~~The~~discontinued ~~income~~operations ~~tax~~in ~~benefit~~the isconsolidated afinancial ~~result~~statements offor ~~taxes~~all ~~provided~~periods onpresented, ~~income~~prior ~~from~~to ~~discontinued~~sale ~~operations~~or ~~that~~dissolution ~~can~~of bethe ~~offset~~respective ~~by losses from continuing operations~~business.

~~Our~~Comparison ~~effective income tax rate during the first six months~~ of ~~2011~~Our ~~was~~Third ~~1.4%,~~Quarter ~~resulting in an income tax benefit~~ of ~~$1.8~~2012 ~~million~~to onOur ~~our pre-tax~~Third ~~loss~~Quarter of ~~$129.9~~2011 ~~million.~~– ~~The~~Continuing ~~income~~Operations tax benefit consists of a $1.3 million tax benefit from the effect of the change in the effective income tax rate on the deferred tax liabilities associated with indefinite-lived intangible assets and a $0.5 million tax benefit on taxes provided on income from discontinued operations that can be offset by losses from continuing operations.

~~Comparison~~General ~~of Our Second Quarter~~ and ~~First~~Administrative ~~Six Months of 2012 to Our Second Quarter and First Six Months of 2011 – Discontinued Operations~~

~~The~~General ~~results~~and ofadministrative expenses from continuing operations during the third quarter of ~~our~~2012 ~~discontinued~~were ~~Global~~$11.1 ~~Services~~million ~~Support,~~compared ~~WiMAX~~to ~~Telecom,~~$5.0 ~~Inquam~~million for the third quarter of 2011. The $6.1 million increase is attributable primarily to higher legal and ~~South~~professional ~~American businesses,~~fees ~~are~~incurred as ~~follows:~~a result of the Merger and amendment of our Notes during the third quarter.

	Three Months Ended									Six Months Ended
(in millions)	June 30,2012			July 2,2011			Increase(Decrease)			June 30,2012			July 2,2011			Increase(Decrease)
Total operating expense credits	$	(0.2	)	$	(0.4	)	$	0.2		$	(0.2	)	$	(0.5	)	$	0.3
Net gains on business divestitures		—			0.5			(0.5	)		19.9			2.1			17.8
Income before income taxes		0.2			0.9			(0.7	)		20.0			2.7			17.3
Net income from discontinued operations		0.1			0.6			(0.5	)		18.6			1.7			16.9

Included in general and administrative expenses during each of the third quarters of 2012 and 2011 is $1.9 million of amortization of finite-lived wireless spectrum. Also included in general and administrative expenses during the third quarters of 2012 and 2011 is $0.1 million and $0.2 million, respectively, of share-based compensation expense.

~~Total~~Interest ~~Operating~~Expense ~~Expenses (Credits)~~

~~Total~~Interest ~~operating~~ expense ~~credits~~from ~~for~~continuing operations during the ~~second~~third quarter ~~and~~of ~~first~~2012 ~~six~~was ~~months~~$44.8 million, compared to $64.8 million during the third quarter of ~~2012~~2011, ~~include~~a decrease of $020.10 million. The decrease is primarily attributable to lower interest accretion of debt discounts and issuances costs of $0.2 million, ~~respectively~~$3.1 million and $24.6 million on our Senior Notes, Second Lien Notes and Third Lien Notes, respectively. These decreases were partially offset by higher principal and paid-in-kind ~~sublease~~interest ~~revenue~~of $0.7 million, $1.1 million and $6.1 million on our Senior Notes, Second Lien Notes and Third Lien Notes, respectively.

~~Total~~Interest ~~operating~~ expense ~~credits~~on ~~for~~our ~~the~~Senior ~~second quarter of 2011 include a $0.3 million favorable settlement with a service vendor~~Notes, ~~$0.1 million~~Second inLien ~~net~~Notes ~~gains~~and onThird ~~the~~Lien ~~sale~~Notes ofduring ~~equipment~~2012 ~~and~~is ~~$0.1~~expected ~~million~~to inbe ~~sublease~~lower ~~revenue.~~than ~~Total~~that ~~operating~~recognized ~~expense~~during ~~credits~~2011 ~~for~~attributed ~~the~~to ~~first~~lower ~~six~~accretion ~~months~~ of ~~2011~~debt ~~include~~discounts aand issuance ~~$0.3~~costs ~~million~~related ~~favorable~~to ~~settlement with a service vendor~~these, ~~$0.2~~partially ~~million~~offset inby ~~net~~higher ~~gains on the sale of equipment and $0.1 million~~ paid-in-kind ~~sublease revenue~~interest.

~~Net~~Income ~~Gains~~Taxes ~~on Business Divestitures~~

InDuring ~~2009, we sold~~ the ~~majority~~third ofquarters ~~the assets and liabilities~~ of ~~our~~2012 ~~Inquam Broadband GmbH (“IBG”) subsidiary to Inquam Holding GmbH (“IHG”), a limited liability company~~ and ~~a related party~~2011, ~~for~~substantially a nominal amount under an Asset Purchase Agreement. In connection with the sale, we entered into an earn-out agreement with IHG that provided for payment to us upon the subsequent sale of the outstanding share capital of IHG. In March 2012, the shareholders of IHG sold and transferred all of ~~the~~our ~~share capital of IHG to a third party, whereby we received $2~~U.~~3 million in cash consideration~~S. ~~As a result of the sale of IHG and final realization of our investments in our WiMax Telecom AG and IBG~~ subsidiaries, wehad ~~recognized a~~ net ~~gain~~losses on disposal of $19.9 million during the first six month of 2012 which represents the $2.3 million in cash received plus $17.6 million accumulated in the foreign currency translation adjustment component of equity for ~~these~~tax ~~two~~purposes ~~consolidated~~with ~~subsidiaries~~full ~~that was transferred to earnings upon substantial liquidation~~valuation allowances.

~~During~~15 ~~the second quarter and first six months of 2011 we recognized $0.5 million under the terms of an additional consideration agreement that we entered into upon the sale of WT SRO in June 2010.~~

DuringTable the first six months of 2011, we completed the sale of our remaining subsidiaries in Latin America to a third party for $3.0 million and recognized a gain on the divestiture of $1.7 million. Contents

~~Income~~Our ~~Taxes~~effective income tax rate during the third quarter of 2012 was 0.4% resulting in an income tax benefit of $0.2 million on our pre-tax loss of $55.8 million. The income tax benefit is a result of taxes provided on income from discontinued operations that can be offset by losses from continuing operations.

~~The~~ Our effective income tax rate ~~for discontinued operations~~ during the ~~second~~third quarter of ~~2012~~2011 was 310.64%, resulting in an income tax ~~provision~~benefit of $~~54,000~~0.3 million on our pre-tax loss of $69.8 million. The income ~~from~~tax ~~discontinued~~benefit ~~operations~~consists of a $~~171,000~~0.3 ~~The~~million tax ~~provision~~benefit ~~was~~on ~~recorded~~taxes asprovided aon ~~result of~~income anfrom ~~allocation~~discontinued ofoperations ~~the~~that ~~loss~~can ~~from~~be ~~continuing~~offset ~~operations~~by ~~during~~losses ~~the~~from ~~respective~~continuing ~~periods~~operations.

17Comparison of Our First Nine Months of 2012 to Our First Nine Months of 2011 – Continuing Operations

~~The~~General ~~effective~~and ~~income~~Administrative tax rate for discontinued operations during the first six months of 2012 was 7.3% resulting in an income tax provision of $1.5 million on pre-tax income from discontinued operations of $20.0 million. The tax provision was recorded as a result of an allocation of the loss from continuing operations during the respective periods.

~~The~~General ~~effective~~and ~~income~~administrative ~~tax~~expenses ~~rate~~from ~~for~~continuing ~~discontinued~~ operations during the ~~second~~first ~~quarter~~nine ~~and~~months of 2012 were $21.7 million compared to $17.3 million for the first ~~six~~nine months of 2011. ~~was~~The 36$4.~~5%,~~4 ~~resulting~~million inincrease ~~income~~is ~~tax~~attributable ~~provisions~~primarily to higher legal and professional fees incurred as a result of the Merger and amendment of our Notes of $05.3 million, partially offset by lower maintenance and ~~$1.0~~headcount ~~million~~related onexpenditures ~~pre~~in addition to lower share-~~tax~~based ~~income~~compensation ~~from~~expense ~~discontinued~~during ~~operations~~2012. ofOf the offset, $0.93 million ~~and~~is ~~$2.7~~attributed ~~million,~~to ~~respectively.~~maintenance ~~The~~expenditures ~~tax~~incurred ~~provision~~during ~~was~~2011 ~~recorded~~associated aswith acertain ~~result~~build-out ofor ansubstantial ~~allocation~~service requirements of ~~the loss~~our ~~from~~licensed ~~continuing~~wireless ~~operations~~spectrum, ~~during~~which ~~the~~generally ~~respective~~must ~~periods~~be satisfied as a condition of the license.

~~LIQUIDITY~~Included ~~AND~~in general ~~CAPITAL~~and ~~RESOURCES~~administrative expenses during the first nine months of 2012 and 2011 is $5.6 million and $5.7 million, respectively, of amortization of finite-lived wireless spectrum. Also included in general and administrative expenses during the first nine months of 2012 and 2011 is $0.3 million and $0.6 million, respectively, of share-based compensation expense.

~~We have funded our operations, business combinations, strategic investments and wireless spectrum license acquisitions primarily with the~~Restructuring ~~$550.0~~Credit million in cash received in our initial capitalization in April 2005, the net proceeds of $295.0 million from the issuance of the Senior Notes in 2006 and 2010, the net proceeds of $351.1 million from our issuance of Series A Senior Convertible Preferred Stock in March 2007 and the net proceeds of $101.0 million from our issuance of the Second Lien Notes in 2008 and 2009. Our total unrestricted cash, cash equivalents and marketable securities included in current assets of continuing operations totaled $12.4 million at June 30, 2012. We had a net working capital deficit of $1,088.1 million at June 30, 2012.

InDuring anthe ~~effort~~first tonine ~~reduce~~months ~~our~~of ~~future~~2011, ~~working~~we ~~capital~~recognized ~~requirements~~a ~~and~~benefit inof ~~order~~$1.1 tomillion ~~comply~~resulting ~~with~~from ~~the~~a ~~terms~~renegotiation of our $1.9 ~~Senior~~million ~~Notes,~~long-term ~~Second~~obligation ~~Lien~~stemming ~~Notes~~from ~~and~~a ~~Third~~previous ~~Lien~~renegotiation ~~Notes our Board~~ of ~~Directors~~one ~~approved the implementation~~ of aour ~~global~~abandoned ~~restructuring~~lease ~~initiative~~liabilities inwhereby ~~2008, pursuant to which~~ we ~~have~~paid ~~divested, either through sale, dissolution or closure, our multimedia, network infrastructure and semiconductor businesses~~$0.8 Wemillion ~~have~~in ~~also~~full ~~taken~~settlement ~~other cost reduction actions. The results~~ of ~~operations of these businesses are reported as discontinued operations in~~ the ~~accompanying condensed consolidated financial statements~~obligation.

~~During~~Net ~~the~~gain ~~first~~on ~~six~~Sale ~~months~~ of ~~2012,~~Wireless ~~our~~Spectrum ~~continuing~~License operations used cash of $6.1 million for operations, which includes costs to maintain our wireless spectrum licenses and costs associated with being a public reporting company. We expect that our cash requirements for our continuing operations will continue at this rate during the remainder of 2012. If we refinance or extend our secured notes, we anticipate that additional funding for operations will be needed during the first quarter of 2013, and there can be no assurance at this time that we will obtain this additional funding.

InDuring ~~2011,~~the wefirst ~~had~~nine ~~capital~~months of ~~expenditure~~2012 ~~needs~~we ~~associated~~recognized ~~with certain build-out or substantial service requirements which apply to our licensed domestic wireless spectrum, which generally must be satisfied as~~ a ~~condition~~net gain of ~~the license~~$0.1 ~~The~~million ~~substantial~~on ~~service~~the ~~deadlines~~sale ~~applicable~~of to our ~~domestic and Canadian~~ wireless spectrum ~~assets,~~licenses ~~and~~in ~~our~~Canada. ~~activities to meet these requirements, are described below:~~

•During ~~The~~the ~~substantial~~first nine ~~service~~months ~~deadline~~of ~~for our domestic Wireless Communication Services (“WCS”) spectrum was July 21~~2011, ~~2010~~we ~~under~~recognized ~~the~~a ~~FCC rules effective at that time~~$0.3 ~~However,~~million ~~the~~gain ~~FCC adopted new rules~~ on ~~May 20, 2010, that, when they became effective on September 1, 2010, purported to replace~~ the ~~July~~sale ~~21,~~of ~~2010~~wireless ~~substantial~~spectrum ~~service~~licenses ~~requirement~~which ~~with~~represents ~~new~~our ~~requirements~~receipt ~~that~~of ~~must~~a be$0.3 ~~met~~million byholdback ~~March~~payment ~~4, 2014 and additional requirements~~ that ~~must~~was bepending ~~met by September 1, 2016. We filed substantial service showings with the~~ FCC onclearance ~~July 20, 2010 for all~~ of ~~our~~a ~~WCS~~prior ~~licenses~~sale under the rules then in effect. The FCC dismissed them on June 14, 2011 in accordance with its June 2010 announcement that all substantial service showings would be dismissed given the new performance requirements it had adopted. Failure to make the substantial service demonstrations by ~~March 4, 2014 and by September 1, 2016 without seeking and obtaining an extension from the FCC would result in license forfeiture~~us.

•Interest ~~Educational~~Expense Broadband Service (“EBS”) licensees were required to demonstrate that they are providing “substantial service” in their license areas by November 1, 2011. To meet the substantial service requirements for EBS spectrum, we arranged with our EBS licensees to either (a) have the EBS licensee continue to use the spectrum to provide educational services in the cases where the EBS licensee is currently providing such service or (b) provide educational services on a network that was installed by us, at our cost, either of which option was intended to deliver educational services over the spectrum in compliance with the FCC’s educational safe harbor to meet the substantial service showing by the deadline. We have completed build-out activities for our EBS leases. All of the EBS licensees with whom we have leases filed substantial service showings by the deadline, which the FCC accepted.

•Interest Weexpense ~~also~~from ~~operate~~continuing oroperations ~~hold~~during ~~spectrum~~the ~~licenses~~first ~~through~~nine ~~various~~months ~~subsidiaries~~of in2012 ~~Canada~~was ~~and Norway~~$129.4 ~~In Canada~~million, ~~our~~compared ~~2.3 GHz licenses were subject~~ to ~~mid-term in-use demonstration deadlines of November 2012 and April 2013 for 59 and 24 of our licenses, respectively~~$185.0 Onmillion ~~March~~during ~~29, 2012,~~ the first ~~Canadian~~nine ~~regulatory~~months ~~authority, Industry Canada, granted an extension~~ of ~~two years~~2011, ~~resulting~~a indecrease ~~new in-use demonstration deadlines~~ of ~~November~~$55.6 ~~2014 and April 2015~~million. InThe ~~order~~decrease ~~for~~is usprimarily attributable to ~~operate~~lower ~~our~~interest ~~Canadian~~accretion ~~spectrum~~of ~~under~~debt ~~current~~discounts ~~Canadian~~and ~~ownership~~issuances ~~rules,~~costs weof ~~will need a Canadian-controlled partner~~$2.3 ~~Changes to the Canadian ownership rules have been proposed~~million, ~~but~~$9.0 ~~not~~million ~~yet~~and ~~adopted~~$69.9 ~~There~~million ~~can~~on beour noSenior ~~assurance~~Notes, ~~that:~~Second 1)Lien ~~we will find a Canadian-controlled partner who will be able to provide a viable business plan~~ Notes and ~~attract~~Third ~~appropriate~~Lien ~~financing by the build out deadline~~Notes, orrespectively. 2)These ~~that~~decreases ~~the~~were ~~new~~partially ~~ownership~~offset ~~rules~~by ~~will~~higher ~~enable~~principal ~~us to develop a viable business plan~~ and ~~attract appropriate financing by the build out deadline. Failure to make the~~ paid-in-~~use~~kind ~~demonstrations~~interest ~~for each~~ of ~~these~~$1.9 ~~licenses~~million, in$2.9 ~~the~~million ~~absence~~and of$20.9 amillion ~~further~~on ~~extension~~our bySenior ~~Industry Canada~~Notes, ~~could~~Second ~~result~~Lien inNotes ~~forfeiture~~and ofThird ~~the~~Lien ~~applicable licenses. At June 30~~Notes, ~~2012, we held a total of 83 licenses in Canada~~respectively. ~~We do not have specific build-out obligations in Norway.~~

18Other Income and Expense, Net

~~Debt~~Other ~~Maturities~~income, net, from continuing operations during the first nine months of 2011 was $1.2 million, and ~~Ability~~reflects toprimarily ~~Continue~~changes asin ~~Going~~the ~~Concern~~estimated fair values of our embedded derivatives.

AsIncome ofTaxes June 30, 2012, the aggregate principal amount of our secured indebtedness was $1,103.1 million. This amount includes our Senior Notes, due December 2012, with an aggregate principal amount of $148.1 million, our Second Lien Notes, due January 2013, with an aggregate principal amount of $207.9 million and our Third Lien Notes, due February 2013, with an aggregate principal amount of $747.1 million. Our current cash reserves are not sufficient to meet our payment obligations under our secured notes at their current maturity dates.

InDuring ~~connection with~~ the first ~~Merger~~nine ~~Agreement,~~months onof ~~August 1,~~ 2012, ~~the Company~~ and ~~its wholly owned subsidiary NextWave Wireless LLC~~2011, ~~and~~substantially ~~certain~~all ~~subsidiary guarantors entered into the Forbearance Agreement with the holders~~ of ~~the~~our ~~Notes~~U.S. ~~Pursuant~~subsidiaries tohad ~~the~~net ~~Forbearance~~losses ~~Agreement,~~for ~~each~~tax ~~holder~~purposes ~~has agreed, and directed The Bank of New York Mellon, as collateral agent, to temporarily forbear from exercising their respective rights and remedies in connection~~ with ~~potential~~ ~~defaults~~full ~~and~~valuation ~~events of default that may occur during the forbearance period~~allowances. ~~The forbearance period will terminate on the earliest to occur of the effective time of the Merger, sixty days after the date of any termination of the Merger Agreement and January 31, 2014.~~

InOur ~~addition,~~effective ~~the~~income ~~holders~~tax ofrate during the ~~Senior~~first ~~Notes~~nine ~~have~~months ~~agreed~~of to2012 ~~provide~~was a0.4% ~~working~~resulting ~~capital~~in ~~line (subject~~an toincome ~~negotiation~~tax ~~and~~benefit ~~execution~~ of ~~mutually agreeable documentation) of up to~~ $150.6 million toon beour ~~available~~pre-tax toloss ~~the Company prior to the closing~~ of ~~the~~$151.1 ~~Merger,~~million. ~~which~~The ~~may~~income betax ~~pari~~benefit ~~passu~~is ~~with~~a ~~the~~result ~~Senior Notes (or senior in priority to the Senior~~of ~~Notes,~~taxes ~~Second~~provided ~~Lien~~on ~~Notes~~income ~~or Third Lien Notes) and senior to any other debt obligation of the Company. Proceeds~~ from ~~disbursements~~discontinued ~~under the working capital line are to be used solely to pay expenses incurred in the ordinary course of~~ operations ~~of the~~that ~~Company~~can ~~or in connection with payments to~~ be ~~made~~offset inby ~~connection~~losses ~~with~~from ~~the~~continuing ~~Merger~~operations.

IfOur ~~the Merger Agreement is terminated~~effective ~~and~~income iftax werate ~~are~~during ~~unable~~the tofirst ~~further~~nine ~~extend~~months ~~the maturity~~ of ~~our~~2011 ~~secured~~was ~~notes~~1.0%, orresulting ~~identify~~in ~~and~~an ~~successfully~~income ~~implement~~tax ~~alternative~~benefit ~~financing~~of to$2.1 ~~repay~~million on our ~~secured~~pre-tax ~~notes,~~loss ~~the holders~~ of ~~our~~$199.7 ~~Notes could proceed against the assets pledged to collateralize these obligations~~million. ~~These~~The ~~conditions~~income ~~raise~~tax ~~substantial~~benefit ~~doubt~~consists ~~about~~of ~~our ability to continue as~~ a ~~going concern~~$1.3 ~~Insufficient~~million ~~capital~~tax tobenefit ~~repay~~from ~~our~~the ~~debt~~effect atof ~~maturity~~the ~~would~~change ~~significantly restrict our ability to operate and could cause us to seek relief through a filing~~ in the ~~United~~effective ~~States~~income ~~Bankruptcy~~tax ~~Court.~~rate ~~Any~~on ~~alternative~~the ~~financing~~deferred ~~and/or~~tax ~~maturity~~liabilities ~~extension~~associated ofwith ~~our~~indefinite-lived ~~Notes~~intangible ~~may~~assets ~~be costly to obtain,~~ and ~~could~~a ~~involve~~$0.8 ~~the~~million ~~issuance~~tax ofbenefit ~~equity~~on ~~securities~~taxes ~~that~~provided ~~could~~on ~~cause~~income ~~significant~~from ~~dilution~~discontinued tooperations ~~our existing~~that ~~stockholders~~can ~~and~~be ~~potentially~~offset ~~limit~~by ~~our~~losses ~~net~~from ~~operating loss carry forwards~~continuing operations.

~~The~~16 accompanying financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. This basis contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

TheTable followingof table presents our working capital deficit, our cash, cash equivalents and short-term investment balances: Contents

(in millions)	June 30,2012			March 31,2012			Increase(Decrease)			December 31,2011			Increase(Decrease)
Working capital deficit	$	(1,088.1	)	$	(1,042.8	)	$	(45.3	)	$	(118.1	)	$	(970.0	)
Cash and cash equivalents	$	6.1		$	8.6		$	(2.5	)	$	11.1		$	(5.0	)
Marketable securities		6.3			6.3			—			10.0			(3.7	)
Cash, cash equivalents and marketable securities – continuing operations		12.4			14.9			(2.5	)		21.1			(8.7	)
Cash and cash equivalents – discontinued operations		0.6			0.7			(0.1	)		—			0.6
Total cash, cash equivalents and marketable securities	$	13.0		$	15.6		$	(2.6	)	$	21.1		$	(8.1	)

Comparison of Our Third Quarter and First Nine Months of 2012 to Our Third Quarter and First Nine Months of 2011 – Discontinued Operations

~~Uses~~The results of ~~Cash~~operations of our discontinued Global Services Support, WiMAX ~~Cash~~Telecom, ~~Equivalents~~Inquam and ~~Short-Term~~South ~~Investments~~American businesses, are as follows:

The following table presents our utilization of cash, cash equivalents and short-term investments:


	Three Months Ended									Nine Months Ended
(in millions)	September 29, 2012			October 1, 2011			Decrease			September 29, 2012			October 1, 2011			Increase (Decrease)
Total operating expense credits	$	(0.1	)	$	(0.1	)	$	—		$	(0.3	)	$	(0.6	)	$	0.3
Net gains on business divestitures		—			—			—			19.9			2.1			17.8
Income before income taxes		—			0.1			(0.1	)		20.0			2.7			17.3
Net income from discontinued operations		—			—			—			18.6			1.7			16.9

	Three Months Ended						Six Months Ended
(in millions)	June 30,2012			July 2,2011			June 30,2012			July 2,2011
Beginning cash, cash equivalents and marketable securities	$	15.6		$	31.5		$	21.1		$	42.6
Net operating cash used by continuing operations		(2.3	)		(4.0	)		(6.1	)		(7.6	)
Payments on long-term obligations, excluding wireless spectrum lease obligations		—			—			—			(6.1	)
Proceeds from the sale of wireless spectrum licenses, net of selling costs		0.1			0.3			0.3			0.3
Cash paid for wireless spectrum license lease obligations		(0.2	)		(0.2	)		(3.9	)		(3.8	)
Payments to restricted cash account used to redeem long-term obligations		(0.1	)		—			(0.6	)		—
Other, net		(0.2	)		—			(0.2	)		—
Net operating and investing cash provided by discontinued operations		0.1			0.4			2.4			2.6
Ending cash, cash equivalents and marketable securities		13.0			28.0			13.0			28.0
Less: ending cash and cash equivalents - discontinued operations		(0.6	)		(0.4	)		(0.6	)		(0.4	)
Ending cash, cash equivalents and marketable securities - continuing operations	$	12.4		$	27.6		$	12.4		$	27.6

Total Operating Expense Credits

~~There~~Total ~~were~~operating noexpense ~~significant~~credits ~~investing~~for orthe ~~financing~~third ~~activities~~quarter ~~during~~and ~~the~~ first ~~six~~nine months of 2012 include $0. 1 million and $0.3 million, respectively, in sublease revenue.

~~CRITICAL~~Total ~~ACCOUNTING~~operating ~~POLICIES~~expense ~~AND~~credits ~~ESTIMATES~~for the third quarter of 2011 include $0.1 million in sublease revenue. Total operating expense credits for the first nine months of 2011 include a $0.3 million favorable settlement with a service vendor, $0.2 million in net gains on the sale of equipment and $0.2 million in sublease revenue.

~~Our~~Net ~~discussion~~Gains ~~and analysis of our results of operations and liquidity and capital resources are based~~ on ~~our~~Business ~~consolidated~~Divestitures ~~financial statements which have been prepared in accordance with accounting principles generally accepted in the United States.~~

In 2009, we sold the majority of the assets and liabilities of our Inquam Broadband GmbH (“IBG”) subsidiary to Inquam Holding GmbH (“IHG”), a limited liability company and a related party, for a nominal amount under an Asset Purchase Agreement. In connection with the sale, we entered into an earn-out agreement with IHG that provided for payment to us upon the subsequent sale of the outstanding share capital of IHG. In March 2012, the shareholders of IHG sold and transferred all of the share capital of IHG to a third party, whereby we received $2.3 million in cash consideration. As a result of the sale of IHG and final realization of our investments in our WiMax Telecom AG and IBG subsidiaries, we recognized a net gain on disposal of $19.9 million during the first six month of 2012 which represents the $2.3 million in cash received plus $17.6 million accumulated in the foreign currency translation adjustment component of equity for these two consolidated subsidiaries that was transferred to earnings upon substantial liquidation.

~~The~~During ~~preparation of these financial statements requires us to make estimates and judgments that affect~~ the ~~reported~~first ~~amounts~~nine ofmonths ~~assets, liabilities, revenues and expenses, and disclosure~~ of ~~contingent~~ ~~assets and liabilities. On an ongoing basis~~2011, we ~~evaluate~~completed ~~our~~the ~~estimates~~sale ~~and judgments, including those related to revenue recognition, valuation~~ of ~~intangible assets and investments, and litigation. We base~~ our ~~estimates~~remaining onsubsidiaries ~~historical and~~in ~~anticipated~~Latin ~~results~~America ~~and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as~~ to ~~future~~a ~~events.~~third ~~These~~party ~~estimates form the basis~~ for ~~making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources~~$3.0 ~~By their nature~~million, ~~estimates~~recognizing ~~are~~a ~~subject~~gain toon anthe ~~inherent~~divestiture ~~degree~~ of ~~uncertainty~~$1.7 ~~Actual~~million, ~~results~~and ~~that~~recognized ~~differ from our estimates could have~~ a ~~significant~~gain ~~adverse~~of ~~effect on our operating results and financial position~~$0.4 ~~Our~~million ~~accounting~~for ~~policies~~cash ~~are~~received ~~described~~ in ~~more~~May ~~detail~~2011 inunder ~~Note 1 to our consolidated financial statements for~~ the ~~year~~terms ~~ended~~of ~~December 31,~~an ~~2011,~~additional ~~contained~~consideration inagreement ~~our~~that ~~Annual~~we ~~Report~~entered oninto upon ~~Form 10-K filed with~~ the ~~Securities~~ ~~and~~sale ~~Exchange~~of ~~Commission~~WT onSRO ~~March 12,~~in ~~2012~~June 2010.

~~There~~Income ~~have~~Taxes ~~been no significant changes in our critical accounting policies and estimates since December 31, 2011.~~

~~CONTRACTUAL~~The ~~OBLIGATIONS~~effective income tax rates for discontinued operations during the third quarter and first nine months of 2012 were 37.5% and 7.3% resulting in income tax provisions of $6,000 and $1.5 million on pre-tax income from discontinued operations of $16,000 and $20.0 million, respectively. The tax provisions were recorded as a result of allocations of current year losses from continuing operations during the respective periods.

The ~~following~~effective ~~table~~income ~~summarizes~~tax ~~our~~rate ~~cash~~for ~~contractual~~discontinued ~~obligations~~operations ~~for~~during ~~continuing~~the third quarter and ~~discontinued~~first ~~operations~~nine atmonths ~~June 30,~~of ~~2012~~2011 was 36.5%, ~~and~~resulting ~~the~~in ~~effect~~income ~~that~~tax ~~such~~provisions ~~obligations~~of ~~are~~$24,000 ~~expected~~and to$1.0 ~~have~~million on ~~our~~pre-tax ~~liquidity~~income from discontinued operations of $0.1 million and ~~cash~~$2.7 ~~flows~~million, inrespectively. ~~future~~The tax provisions were recorded as a result of allocations of current year losses from continuing operations during the respective periods.

	Payments Due by Fiscal Year Period
(in thousands)	Total		Remainderof2012		Years2013-2014		Years2015-2016		Years 2017andThereafter
Continuing Operations:
Long-term obligations:
Notes payable(1)(2)	$	1,103,118	$	148,037	$	955,081	$	—	$	—
Wireless spectrum leases(3)		31,789		347		8,736		7,515		15,191
Minimum royalty payments on wireless spectrum lease arrangements		6,641		—		656		1,376		4,609
Operating leases		344		316		28		—		—
		1,141,892		148,700		964,501		8,891		19,800
Discontinued Operations - Services agreement		8,153		—		—		—		8,153
Total	$	1,150,045	$	148,700	$	964,501	$	8,891	$	27,953

LIQUIDITY AND CAPITAL RESOURCES

~~(1)~~We ~~Amounts~~have ~~presented~~funded doour ~~not~~operations, ~~include~~business combinations, strategic investments and wireless spectrum license acquisitions primarily with the $550.0 ~~future~~million in cash received in our initial capitalization in April 2005, the net proceeds of $295.0 million from the issuance of ~~additional~~the Senior Notes in 2006 and 2010, the net proceeds of $351.1 million from our issuance of Series A Senior Convertible Preferred Stock in March 2007 and the net proceeds of $101.0 million from our issuance of the Second Lien Notes in 2008 and ~~Third~~2009. ~~Lien~~Our ~~Notes~~total unrestricted cash and cash equivalents included in ~~payment~~current assets of ~~interest~~continuing operations totaled $5.9 million at September 29, 2012. We had a net working capital deficit of $1,141.4 million at September 29, 2012.

~~(2)~~In Onan ~~August~~effort 1,to ~~2012,~~reduce weour ~~entered~~future ~~into~~working ~~the~~capital ~~Merger~~requirements ~~Agreement~~and ~~with~~in ~~AT&T,~~order ~~whereby~~to ~~the~~comply ~~holders of our Notes entered into separate note purchase agreements~~ with ~~AT&T. Pursuant to~~ the ~~note~~terms ~~purchase agreements, upon consummation~~ of ~~the~~our ~~Merger,~~Senior ~~AT&T will purchase the~~ Notes ~~for a cash amount equal to $600 million~~, ~~less~~Second ~~the~~Lien ~~$25~~Notes ~~million~~and ~~cash~~Third ~~consideration~~Lien toNotes beour ~~paid~~Board ~~by AT&T at closing~~ of ~~the~~Directors ~~Merger~~approved ~~pursuant to~~ the implementation ~~terms~~ of ~~the~~a ~~Merger~~global ~~Agreement~~restructuring ~~and~~initiative ~~the $25 million to be deposited into the $50 million escrow fund~~ in ~~respect~~2008, ~~of the contingent payment rights at closing~~ pursuant to ~~the~~which ~~Merger~~we ~~Agreement~~have ~~and~~divested, ~~subject~~either tothrough asale, ~~$25~~dissolution ~~million~~or ~~escrow~~closure, ~~hold-back~~our tomultimedia, ~~secure~~network ~~post-closing~~infrastructure ~~indemnification rights held by AT&T~~ and ~~other~~semiconductor ~~deductions pursuant to the note purchase agreement for the third Lien Notes~~businesses. ~~The~~We ~~amount~~have ~~of cash to be paid at closing in respect of the Third Lien Notes will~~ also betaken ~~subject~~other to cost reduction ~~for~~actions. ~~closing~~The ~~date~~results ~~liabilities~~ of ~~NextWave,~~operations ~~including certain tax amounts, and amounts necessary to repay a new working capital facility~~ of upthese tobusinesses ~~$15~~are ~~million~~reported toas bediscontinued ~~provided~~operations ~~by the holders of the Senior Notes. AT&T will also have the option~~ in the ~~event~~accompanying ~~the~~condensed ~~Merger~~consolidated isfinancial ~~not consummated and upon the occurrence of certain other events, to purchase the Third Lien Notes~~statements.

At17 the time of the Merger, NextWave will hold only its U.S. WCS and AWS spectrum assets, with the remainder of its assets and liabilities, including its Canadian WCS spectrum and its 2.5 MHz EBS/BRS spectrum assets, being held by a new holding company (“NextWave Holdco”). Prior to the AT&T note purchase transactions described above, NextWave will transfer the equity interest in NextWave Holdco in partial redemption of its Third Lien Notes that will not be purchased by AT&T. The holders of the Third Lien Notes will also have the right to receive the equity interests in NextWave Holdco in connection with certain bankruptcy events and following any termination of the Merger Agreement, in redemption of the Third Lien Notes and, in the case of any termination of the Merger Agreement , in consideration of a payment of $25 million for the benefit of our stockholders.

(3)Table Amountsof presented do not include adjustments for future changes in the consumer price index.Contents

20During the first nine months of 2012, our continuing operations used cash of $12.5 million for operations, which includes costs to maintain our wireless spectrum licenses and costs associated with being a public reporting company. We expect that our cash requirements for our continuing operations will continue at this rate during the remainder of 2012.

~~Item 3~~In 2011, we had capital expenditure needs associated with certain build-out or substantial service requirements which apply to our licensed domestic wireless spectrum, which generally must be satisfied as a condition of the license. ~~Quantitative~~The substantial service deadlines applicable to our domestic and ~~Qualitative~~Canadian ~~Disclosures~~wireless ~~About~~spectrum ~~Market~~assets, ~~Risk~~and our activities to meet these requirements, are described below:

~~Not~~• ~~applicable~~The substantial service deadline for our domestic Wireless Communication Services (“WCS”) spectrum was July 21, 2010 under the FCC rules effective at that time. However, the FCC adopted new rules on May 20, 2010, that, when they became effective on September 1, 2010, purported to replace the July 21, 2010 substantial service requirement with new requirements that must be met by March 4, 2014 and additional requirements that must be met by September 1, 2016. We filed substantial service showings with the FCC on July 20, 2010 for all of our WCS licenses under the rules then in effect. The FCC dismissed them on June 14, 2011 in accordance with its June 2010 announcement that all substantial service showings would be dismissed given the new performance requirements it had adopted. On October 17, 2012, the FCC adopted revisions to the May 2010 rules, further extending the build-out deadlines for the WCS licenses to 48 and 78 months after the effective date of the new rules, which has not yet occurred. Failure to make the substantial service demonstrations without seeking and obtaining an extension from the FCC would result in license forfeiture.

~~Item 4~~• Educational Broadband Service (“EBS”) licensees were required to demonstrate that they are providing “substantial service” in their license areas by November 1, 2011. ~~Controls~~To ~~and~~meet ~~Procedures~~the substantial service requirements for EBS spectrum, we arranged with our EBS licensees to either (a) have the EBS licensee continue to use the spectrum to provide educational services in the cases where the EBS licensee is currently providing such service or (b) provide educational services on a network that was installed by us, at our cost, either of which option was intended to deliver educational services over the spectrum in compliance with the FCC’s educational safe harbor to meet the substantial service showing by the deadline. We have completed build-out activities for our EBS leases. All of the EBS licensees with whom we have leases filed substantial service showings by the deadline, which the FCC accepted.

~~Conclusion~~• ~~Regarding~~We also operate or hold spectrum licenses through various subsidiaries in Canada and Norway. In Canada, our 2.3 GHz licenses were subject to mid-term in-use demonstration deadlines of November 2012 and April 2013 for 59 and 24 of our licenses, respectively. On March 29, 2012, the ~~Effectiveness~~Canadian regulatory authority, Industry Canada, granted an extension of ~~Disclosure~~two ~~Controls~~years, resulting in new in-use demonstration deadlines of November 2014 and ~~Procedures~~April 2015. On October 18, 2012, Industry Canada released a public consultation seeking input on whether and how to extend further the in-use demonstration deadlines for the WCS licenses. In order for us to operate our Canadian spectrum under current Canadian ownership rules, we will need a Canadian-controlled partner. Changes to the Canadian ownership rules have been proposed, but not yet adopted. There can be no assurance that: 1) we will find a Canadian-controlled partner who will be able to provide a viable business plan and attract appropriate financing by the build out deadline, or 2) that the new ownership rules will enable us to develop a viable business plan and attract appropriate financing by the build out deadline. Failure to make the in-use demonstrations for each of these licenses, in the absence of a further extension by Industry Canada, could result in forfeiture of the applicable licenses. At September 29, 2012, we held a total of 83 licenses in Canada. We do not have specific build-out obligations in Norway.

WeDebt ~~maintain~~Maturities ~~disclosure controls~~ and ~~procedures,~~Ability ~~as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed~~ to ~~provide~~Continue reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as ~~appropriate,~~Going ~~to allow~~Concern timely decisions regarding required financial disclosures. Because of inherent limitations, our disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of such disclosure controls and procedures are met.

~~Under~~As ~~the~~of ~~supervision~~September 29, ~~and~~2012, ~~with~~ the ~~participation~~aggregate principal amount of our ~~management,~~ ~~including~~secured ~~our~~indebtedness ~~principal~~was ~~executive~~$1,146 ~~officer~~million. ~~and~~This ~~principal~~amount ~~financial~~includes ~~officer~~our Senior Notes, wedue ~~conducted~~December 2012, with an ~~evaluation~~aggregate principal amount of $153.4 million, our ~~disclosure~~Second ~~controls~~Lien ~~and~~Notes, ~~procedures~~due January 2013, aswith ~~such~~an ~~term~~aggregate isprincipal ~~defined~~amount ~~under~~of ~~Rule~~$215.7 ~~13a-15(e)~~million ~~promulgated~~and ~~under~~our ~~the~~NextWave ~~Exchange~~and ~~Act.~~HoldCoThird ~~Based~~Lien ~~on this~~Notes, ~~evaluation~~due February 2013, ~~our~~with aggregate principal ~~executive~~amounts ~~officer~~of ~~and~~$331.4 ~~our~~million ~~principal~~and ~~financial~~$445.5 ~~officer~~million, respectively. ~~concluded~~Our ~~that~~current ~~our~~cash ~~disclosure~~reserves ~~controls~~are ~~and~~not ~~procedures~~sufficient ~~were~~to ~~effective~~meet asour ofpayment ~~the~~obligations ~~end~~under ofour ~~the~~secured ~~period~~notes ~~covered~~at bytheir ~~this~~current ~~Quarterly~~maturity ~~Report~~dates.

~~Changes~~In connection with the Merger Agreement, on August 1, 2012, the Company and its wholly owned subsidiary NextWave Wireless LLC, and certain subsidiary guarantors entered into the Forbearance Agreement with the holders of the Notes. Pursuant to the Forbearance Agreement, each holder has agreed, and directed The Bank of New York Mellon, as collateral agent, to temporarily forbear from exercising their respective rights and remedies in ~~Internal~~connection with ~~Control~~potential ~~over~~defaults ~~Financial~~and ~~Reporting~~events of default that may occur during the forbearance period. The forbearance period will terminate on the earliest to occur of the effective time of the Merger, sixty days after the date of any termination of the Merger Agreement and January 31, 2014.

~~There~~As ~~have~~required ~~been~~pursuant noto ~~changes~~the inMerger ~~our~~Agreement, ~~internal~~the ~~control~~holders ~~over~~of ~~financial~~the ~~reporting~~Notes ~~during~~amended and restated the ~~quarterly~~Notes ~~period~~and ~~ended~~amended ~~June~~certain documents ancillary to the Notes on August 3016, 2012. ~~that~~Our ~~have~~Old ~~materially~~Third ~~affected,~~Lien orNotes ~~are~~were ~~reasonably~~split ~~likely~~into totwo ~~materially affect,~~series whereby certain of our ~~internal~~Old ~~control~~Third ~~over~~Lien ~~financial~~Notes ~~reporting.~~remain direct obligations of the Company and the remaining principal balance of our Old Third Lien Notes

~~PART~~18 ~~II. OTHER INFORMATION~~

ITEM 1.Table Legalof Proceedings Contents

On became ~~September 16,~~the ~~2008,~~direct aobligations ~~putative class action lawsuit, captioned “Sandra Lifschitz, On Behalf~~ of ~~Herself and All Others Similarly Situated, Plaintiff, v.~~ NextWave ~~Wireless~~HoldCo ~~Inc. et al.~~LLC, ~~Defendants,”~~ ~~was~~a ~~filed~~new insubsidiary ~~the U.S. District Court for the Southern District of California against us and certain of our officers. The suit alleges~~ that ~~the~~we ~~defendants~~formed ~~made~~on false and misleading statements and/or omissions in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The suit seeks unspecified damagesAugust 8, ~~interest~~2012, ~~costs,~~under ~~attorneys’~~the ~~fees,~~laws ~~and injunctive, equitable or other relief on behalf~~ of athe ~~purported class~~State of ~~purchasers~~Delaware ~~of our common stock during the period from March 30, 2007 to August 7, 2008. A second putative class action lawsuit captioned~~ (“~~Benjamin et al. v.~~ NextWave ~~Wireless Inc~~HoldCo”). ~~et al.” was filed on October 21~~Specifically, ~~2008 alleging~~ the ~~same~~parties ~~claims~~have onagreed ~~behalf~~that of$325 ~~purchasers~~million of ~~our common stock during an extended class period, from November 27, 2006 through August 7, 2008. On February 24, 2009,~~ the ~~Court~~Company’s ~~issued~~outstanding anobligations ~~Order~~under ~~consolidating~~ the ~~two~~Old ~~cases~~Third ~~and appointing~~Lien aNotes ~~lead~~remain ~~plaintiff pursuant to~~ the ~~Private~~Company’s ~~Securities~~direct ~~Litigation~~obligations ~~Reform~~(“NextWave ~~Act.~~Third OnLien ~~May 15,~~Notes”) ~~2009, the lead plaintiff filed an Amended Complaint,~~ and ~~on June 29, 2009, we filed a Motion to Dismiss that Amended Complaint. On March 5, 2010,~~ the ~~Court~~remaining ~~granted~~principal ~~our~~balance ~~Motion~~of ~~to Dismiss without prejudice, permitting~~ the ~~lead plaintiff to file an Amended Complaint. On March 26, 2010, the lead plaintiff filed a Second Amended Consolidated Complaint, and we subsequently~~ ~~filed~~Old aThird ~~Motion~~Lien toNotes ~~Dismiss.~~plus Onaccrued ~~March 16, 2011, the Court granted our Motion~~ and ~~dismissed~~unpaid ~~the~~interest ~~complaint~~as ~~without~~of ~~prejudice.~~August ~~On May 5~~15, ~~2011,~~2012 ~~the~~became ~~lead plaintiff filed a Third Amended Complaint, and we again filed a Motion to Dismiss. On November 21, 2011,~~ the ~~Court~~direct ~~granted~~obligations ~~our Motion and dismissed the case with prejudice. On December 19, 2011, the lead plaintiff filed a Notice~~ of ~~Appeal~~NextWave ~~with~~HoldCo ~~the~~(“HoldCo ~~Ninth~~Third ~~Circuit~~Lien ~~Court of Appeals~~Notes”). We ~~and~~provided ~~our insurance carrier have agreed with the lead plaintiff on the final terms of~~ a ~~settlement.~~third ~~The~~priority ~~settlement~~guarantee ~~provides for a full release and dismissal~~ of ~~all~~NextWave ~~claims~~HoldCo’s ~~asserted~~obligations ~~against all defendants in the litigation and the appeal, in exchange for payment of $1.4 million by our insurance~~under ~~carrier. The settlement is subject to court approval following notice to~~ the ~~potential~~HoldCo ~~class~~Third ~~members.~~Lien ~~The Court of Appeals dismissed the appeal on June 25, 2012 and the case has been returned to the district court for the approval process~~Notes. The ~~district~~ ~~court~~terms ~~has approved the application for preliminary approval~~ of the ~~settlement~~HoldCo ~~and~~Third ~~the~~Lien ~~final~~Notes ~~approval~~contain ~~hearing~~restrictive iscovenants ~~scheduled~~relating ~~for November 9~~to, ~~2012.~~among Weother ~~have~~things: ~~not recorded any significant accruals for contingent liabilities associated with this matter based on our belief that a liability, while possible, is not probable.~~

We• ~~are also currently involved in other legal proceedings, which we do not believe will result in~~ a ~~material~~restriction ~~liability.~~on ~~We estimate~~ the ~~range~~sale of ~~liability~~the ~~related~~assets toheld ~~pending~~by ~~litigation~~NextWave ~~where~~HoldCo ~~the~~or ~~amount~~any ~~and range~~ of ~~loss~~its ~~can~~subsidiaries beunless ~~estimated.~~holders Weof ~~record~~75% ~~our best estimate~~ of ~~a loss when~~ the ~~loss is~~HoldCo ~~considered~~Third ~~probable.~~Lien ~~Where~~Notes aprovide ~~liability~~consent ~~is probable~~ and ~~there is~~ a ~~range~~requirement ofthat ~~estimated~~all ~~loss~~net ~~with~~proceeds noreceived ~~best~~from ~~estimate~~such insales ~~the~~will ~~range,~~be weheld ~~record~~on ~~the~~behalf ~~minimum~~of ~~estimated~~and ~~liability~~in ~~related~~trust tofor the ~~claim.~~holders Asof ~~additional information becomes available, we assess~~ the ~~potential~~HoldCo ~~liability~~Third ~~related~~Lien toNotes ~~our~~by ~~pending~~the ~~litigation~~third ~~and~~lien ~~revise~~collateral ~~our~~agent ~~estimates.~~(or Asescrow ofagent ~~June 30,~~after ~~2012,~~exercise we have not recorded any significant accruals for contingent liabilities associated with our legal proceedings based on our belief that a liability, while possible, is not probable. Further, any possible range of ~~loss cannot be estimated at this time. Revisions to our estimate of~~ the ~~potential~~call ~~liability could materially impact future results of operations.~~ right);

21• a requirement that we consult with the holders of the HoldCo Third Lien Notes and use our best efforts to promptly solicit asset sales or other strategic transactions with respect to the assets held by NextWave HoldCo or any of its subsidiaries and a requirement that all net proceeds received from such sales will be held on behalf of the holders of the HoldCo Third Lien Notes by the third lien collateral agent (or escrow agent after exercise of the call right);

~~ITEM 1A.~~• ~~Risk~~the ~~Factors~~third lien collateral agent (or escrow agent after exercise of the call right) will hold all such proceeds described above until our senior notes and our subordinated notes have been satisfied in full or the holders of 66 2/3% of our senior notes and 66 2/3% of our subordinated notes have consented to release of the proceeds to the holders of the HoldCo Third Lien Notes;

~~Our~~• ~~business involves~~ a ~~high~~restriction ~~degree~~on ~~of risk. You should carefully consider~~ the ~~following~~investments, ~~risks together~~ with ~~all~~customary ofexceptions ~~the other information contained in this Quarterly Report~~ and ~~our other filings with the SEC before making a future investment decision with respect to our securities. If any of the following risks actually occurs~~exclusions, ~~our~~we ~~business,~~can ~~financial~~make ~~condition~~or ~~and results of operations could be materially adversely affected, and the value of our securities could substantially decline.~~ own;

~~Risks~~• ~~Relating~~a restriction on the termination, waiver or material amendment of the terms of any of our material agreements or an amendment to ~~Our Business~~the Merger Agreement which would be materially adverse to the holders of the HoldCo Third Lien Notes, in each case, without the prior written consent of the holders of 75% of the HoldCo Third Lien Notes;

~~There~~• ~~are~~a ~~risks~~requirement ~~and~~that ~~uncertainties~~we ~~associated~~shall cause the Merger to be consummated in accordance with ~~our~~the ~~proposed~~terms ~~acquisition~~and byconditions ~~AT&T.~~of the Merger Agreement as soon as practicable and, in any event, no later than July 31, 2013; and

~~There~~• ~~are~~the ~~risks~~noteholder ~~and~~representative ~~uncertainties~~(as ~~associated~~defined ~~with~~below) ~~our~~(or ~~proposed~~the ~~acquisition~~escrow byagent ~~AT&T.~~after ~~For~~exercise ~~example,~~of the ~~acquisition~~call ~~may~~right) ~~not~~also ~~be consummated,~~has orthe ~~may~~right ~~not~~to bepurchase ~~consummated~~(on ~~when~~behalf orof asand ~~currently~~in ~~anticipated,~~trust asfor athe ~~result~~holders of ~~several~~the ~~factors,~~HoldCo ~~including~~Third ~~but~~Lien ~~not limited to: (i~~Notes) ~~the~~all ~~inability~~of toour ~~obtain~~senior ~~approval~~notes byand ~~the~~our ~~FCC;~~subordinated ornotes ~~(ii)~~subject to the ~~failure~~obligation to ~~satisfy~~keep ~~the~~such ~~other~~notes ~~conditions~~outstanding ~~for~~until ~~closing set~~(A) ~~forth~~the inconsummation of the ~~Merger~~merger ~~Agreement.~~or ~~Further,~~(B) ifin the ~~Merger~~event ~~Agreement~~a bankruptcy proceeding is ~~terminated~~initiated, the ~~temporary~~exercise ~~forbearance~~of ~~agreed~~a tocall right by ~~the~~Parent ~~holders~~to ofacquire the ~~Notes~~NextWave ~~will~~Third ~~expire~~Lien ~~sixty~~Notes ~~(60) days after such termination~~ and wethe ~~would~~payment ~~not~~of ~~have~~our ~~sufficient~~senior ~~cash~~notes ~~reserves~~and ~~to meet the payment obligations under~~ our ~~secured~~subordinated notes atin ~~their~~the ~~current~~bankruptcy ~~maturity dates~~proceeding.

~~The~~In ~~Merger~~connection ~~Agreement~~with ~~also~~the ~~restricts~~amended ~~us from~~and ~~engaging~~restated inNotes, ~~certain~~NextWave ~~activities~~LLC and ~~taking~~NextWave ~~certain~~HoldCo ~~actions~~entered ~~without~~into ~~AT&T’s~~a ~~approval~~Call Option/Note Redemption Agreement (the “Call Agreement”) with Wilmington Trust, ~~which~~National ~~could~~Association ~~prevent~~(the us“noteholder ~~from~~representative. ~~pursuing~~Pursuant ~~opportunities~~to the Call Agreement, the noteholder representative has been issued a call right, on behalf of the holders of the HoldCo Third Lien Notes, to require that ~~may~~we ~~arise~~transfer ~~prior~~100% of the equity of NextWave HoldCo to the ~~closing~~holders of the ~~acquisition~~HoldCo Third Lien Notes to redeem, in full, the HoldCo Third Lien Notes. The NextWave HoldCo call right will not be exercisable until receipt of any required regulatory approvals and one of the following:

In• ~~addition,~~receipt weof ~~have~~notification ~~incurred,~~by ~~and~~AT&T that the merger will ~~continue~~occur and conditions to ~~incur~~closing have been satisfied or waived so long as AT&T deposits, ~~significant~~or ~~fees~~causes ~~for~~to ~~professional~~be ~~services~~deposited, ~~and~~$25 ~~other~~million ~~transaction~~into ~~costs~~the escrow fund as required pursuant to the Merger Agreement, in ~~connection~~ ~~with~~which case all of the ~~proposed~~limited ~~acquisition~~liability bycompany ~~AT&T,~~interests ~~and~~of ~~many~~NextWave Holdco shall be automatically transferred to the holders of ~~these~~the ~~fees~~HoldCo ~~and~~Third ~~costs~~Lien ~~are~~Notes ~~payable~~in byredemption usof ~~regardless~~such notes as of ~~whether~~immediately weprior ~~consummate~~to the ~~transaction.~~merger closing;

~~Our~~• ~~cash~~the ~~reserves~~termination ~~will~~of ~~not~~the beMerger ~~sufficient~~Agreement toand ~~meet~~ the ~~payment~~determination ~~obligations~~by ~~under~~holders ~~our~~of ~~secured~~75% ~~notes~~or atmore ~~their~~of ~~current maturity dates and in~~ the ~~event~~HoldCo ofThird ~~any~~Lien ~~termination~~Notes ofto exercise the ~~Merger~~call ~~Agreement~~right, ~~there~~in ~~can be~~which noevent ~~assurance~~the ~~that~~exercise aof ~~further~~the ~~maturity~~NextWave ~~extension~~HoldCo orcall ~~refinancing~~right ~~transaction~~ will be ~~achieved.~~subject ~~Any~~to ~~maturity~~payment ~~extension~~of or$25 ~~refinancing~~million ~~transaction~~by ~~may involve significant cost, including~~ the ~~accrual~~holders of ~~payment-in-kind~~the ~~interest~~HoldCo ~~for~~Third anLien ~~extended~~Notes, ~~term~~ which payment will ~~increase~~be ~~our~~for ~~aggregate~~the ~~amount~~benefit of ~~indebtedness.~~our stockholders; or

As• ~~of June 30, 2012,~~ the ~~aggregate~~filing ~~principal~~by ~~amount~~or ~~of our~~against ~~secured indebtedness was $1~~us,~~103.1~~ ~~million.~~NextWave ~~This~~Wireless ~~amount~~LLC ~~includes~~or ~~our~~NextWave ~~Senior~~HoldCo ~~Notes with an aggregate principal amount~~ of ~~$148.1~~a ~~million,~~voluntary ~~our~~or ~~Second~~involuntary ~~Lien~~petition Notes with an aggregate principal amount of $207.9 million and our Third Lien Notes with an aggregate principal amount of $747.1 million. Our current cash reserves are not sufficient to meet our payment obligations under ~~our~~the ~~Notes~~Bankruptcy ~~at their current maturity dates. Additionally~~Code, in ~~the~~which ~~event~~case ofall ~~any termination~~ of the ~~Merger~~limited ~~Agreement,~~liability ~~we will~~company ~~not~~interests ~~be able to consummate sales~~ of ~~our~~NextWave ~~wireless~~HoldCo ~~spectrum~~shall ~~assets~~be ~~yielding~~automatically ~~sufficient~~transferred ~~proceeds~~ to ~~retire this indebtedness at~~ the ~~current~~holders ~~scheduled maturity dates. If we are unable to further extend the maturity~~ of ~~our Notes, or identify and successfully implement alternative financing to repay our Notes,~~ the ~~holders~~HoldCo ofThird ~~our~~Lien Notes ~~could proceed against the assets pledged to collateralize these obligations~~ in ~~the~~redemption ~~event~~of ~~the~~such ~~Merger~~notes ~~Agreement is terminated and our forbearance agreement expires. These conditions raise substantial doubt about our ability to continue~~ as aof ~~going~~immediately ~~concern.~~prior ~~Insufficient capital~~ to ~~repay~~such ~~our debt at maturity would significantly restrict our ability to operate and could cause us to seek relief through a~~ filing ~~in the United States Bankruptcy Court~~.

~~Any~~Our ~~alternative~~amended ~~financing~~ and~~/or~~ ~~maturity~~restated ~~extension~~Senior ofNotes ~~our~~provide ~~Notes~~for ~~may~~the beissuance ~~costly~~ of up to ~~obtain,~~$15 ~~could~~million ~~involve~~of ~~the~~additional ~~issuance~~notes for payment of ~~equity~~expenses ~~securities~~incurred in ~~that~~the ~~could~~ordinary ~~cause~~course ~~significant~~of ~~dilution~~operations or in connection with payments to ~~our~~be ~~existing~~made ~~stockholders,~~in ~~and,~~connection ifwith ~~successful,~~the ~~will~~Merger ~~result~~(the in“Senior aIncremental ~~greater~~Notes”). ~~aggregate~~The ~~amount~~amended ofand ~~indebtedness~~restated ~~due~~Senior Notes accrue interest at ~~maturity~~an ~~resulting~~annual ~~from~~rate ~~the~~equal ~~accrual~~to 15% per ofannum, ~~payment-in-kind~~except that the Senior Incremental Notes will accrue interest ~~for~~at ~~the~~an ~~extended~~annual ~~term~~rate not to exceed 10% per annum.

~~Because~~Our amended weand ~~currently~~restated doSenior ~~not~~Notes ~~have~~contain representations and warranties, affirmative and negative covenants and events of default that are substantially the ~~ability~~same toas ~~repay~~the corresponding provisions of our ~~debt~~Senior atNotes prior to their amendment and ~~maturity~~restatement. In addition, ~~there~~the isrestrictive ~~substantial~~covenants ~~doubt~~of asthe toamended ~~our~~and ~~ability~~restated Senior Notes were modified to ~~continue~~mirror asthe aadditional ~~going~~restrictive ~~concern~~covenants of the NextWave Third Lien Notes and the HoldCo Third Lien Notes along with an additional restrictive covenant prohibiting the Company from refinancing, modifying or amending the terms of the amended and ~~our~~restated ~~independent~~Second ~~registered~~Lien ~~public~~Notes, ~~accounting~~the ~~firm~~NextWave ~~has~~Third ~~included~~Lien anNotes ~~explanatory~~or ~~paragraph~~the ~~highlighting~~HoldCo ~~this~~Third ~~uncertainty~~Lien Notes except in ~~its~~accordance ~~report~~with the terms of that certain Amended and Restated Intercreditor Agreement dated ~~March~~as of August 1216, 2012 (the “Intercreditor Agreement”), among NextWave LLC, the Company, NextWave HoldCo, their respective subsidiaries party thereto, the holders of our amended and restated senior notes, Wilmington Trust, National Association, as collateral agent for the holders of our amended and restated senior notes, the holders of our amended and restated subordinated notes, and Wilmington Trust, National Association, as collateral agent for the holders of our amended and restated subordinated notes, the holders of our NextWave Third Lien Notes and the holders of the HoldCo Third Lien Notes.

AOur ~~failure~~amended toand ~~obtain~~restated aSecond ~~maturity~~Lien ~~extension~~Notes oraccrue ~~refinancing~~interest ~~transaction~~at inan ~~the~~annual ~~event~~rate ofequal ~~any~~to ~~termination~~15% per ofannum. ~~the Merger~~The ~~Agreement~~amended ~~could~~and ~~cause~~restated ~~the~~Second Lien ~~Company~~Notes tocontain ~~seek~~representations ~~relief~~and ~~through~~warranties, aaffirmative ~~filing~~and innegative ~~the~~covenants ~~United~~and ~~States~~events ~~Bankruptcy Court. In the event~~ of a default, ~~the~~that ~~holders~~are ofsubstantially ~~our notes could proceed against~~ the ~~assets~~same ~~pledged~~as ~~to collateralize these obligations, which include~~ the ~~Company’s~~corresponding ~~spectrum~~provisions ~~assets and the capital stock~~ of ~~its~~our ~~material~~Second ~~subsidiaries.~~Lien ~~Our~~Notes ~~financial~~prior ~~statements~~to ~~are~~their ~~prepared~~amendment ~~on a going concern basis, which assumes continuity of operations~~ and ~~realization~~restatement. ~~of assets and satisfaction of~~In ~~liabilities~~addition, in the ~~ordinary~~restrictive ~~course~~covenants of ~~business.~~the ~~Our~~amended ~~financial~~and ~~statements~~restated dosubordinated ~~not~~notes ~~include~~were ~~any~~modified ~~adjustments related~~ to mirror the ~~recovery~~additional ofrestrictive ~~assets~~covenants ~~and classification~~ of ~~liabilities~~the ~~that~~NextWave ~~might~~Third beLien ~~necessary~~Notes ~~should~~and wethe beHoldCo ~~unable~~Third toLien ~~continue~~Notes asalong awith ~~going~~an ~~concern.~~additional restrictive ~~Our~~covenant ~~ability~~prohibiting tothe ~~continue~~Company asfrom arefinancing, ~~going~~modifying ~~concern~~or isamending ~~predicated~~the ~~upon~~terms ~~our~~of ~~ability~~the toamended ~~obtain~~and arested ~~maturity~~Senior ~~extension~~Notes, orthe ~~refinancing~~NextWave ofThird ~~our~~Lien ~~debt,~~Notes or tothe ~~consummate~~HoldCo ~~asset~~Third ~~sales~~Lien ~~yielding~~Notes ~~net~~except ~~proceeds~~in ~~sufficient~~accordance towith ~~retire~~the ~~our~~terms ~~debt~~of the Intercreditor Agreement.

In19 the event of any termination of the Merger Agreement, the value of our equity securities would be dependent on our ability to achieve a maturity extension or refinancing transaction and ultimately successfully retire our debt using the net proceeds of asset sales. We believe the value of our equity securities will be significantly impaired or eliminated in the event of any termination of the Merger Agreement.

InTable the event of any termination of the Merger Agreement, if we complete a refinancing transaction or obtain a maturity extension, the aggregate amount of our secured debt will be increased due to accrued payment-in-kind interest for the extended term to maturity. If the Merger Agreement is terminated, there can be no assurance that we will be able to find third parties interested in purchasing our wireless spectrum assets at prices sufficient to retire this debt prior to maturity, even if extended. If we are unable to consummate sales of our wireless spectrum assets for net proceeds that are sufficient to retire our indebtedness, the value of our equity securities will be significantly impaired or eliminated. The sale price of our wireless spectrum assets will be impacted by many factors beyond our control including, among other things: Contents

•If the ~~FCC’s~~Merger ~~new~~Agreement ~~technical~~is ~~rules~~terminated ~~relating~~and if we are unable to further extend the ~~operation~~maturity of our ~~satellite~~secured ~~digital~~notes, ~~audio~~or ~~radio~~identify ~~services~~and successfully implement alternative financing to repay our secured notes, the holders of our Notes could proceed against the assets pledged to collateralize these obligations. These conditions raise substantial doubt about our ability to continue as a going concern. Insufficient capital to repay our debt at maturity would significantly restrict our ability to operate and ~~services~~could ~~using~~cause us to seek relief through a filing in the United States Bankruptcy Court. Any alternative financing and/or maturity extension of our ~~WCS~~Notes ~~spectrum~~may ~~licenses;~~be costly to obtain, and could involve the issuance of equity securities that could cause significant dilution to our existing stockholders and potentially limit our net operating loss carry forwards.

•The accompanying financial statements have been prepared assuming the ~~timing~~Company will continue as a going concern and ~~allocated~~do ~~costs~~not ofinclude ~~build-out~~any oradjustments ~~substantial~~that ~~service~~might ~~requirements~~result ~~attached~~from tothe ~~our~~outcome ~~domestic~~of ~~and~~this ~~international~~uncertainty. ~~spectrum~~This ~~licenses,~~basis ~~where~~contemplates athe ~~failure~~recovery toof ~~comply~~the ~~with~~Company’s ~~these~~assets ~~requirements~~and ~~could~~the ~~result~~satisfaction of liabilities in ~~license~~the ~~forfeiture;~~normal course of business.

•The ~~timing~~following oftable ~~closure~~presents ofour ~~potential~~working ~~sales~~capital deficit, ~~particularly if it is necessary to accelerate the planned sale of certain of~~ our ~~spectrum~~cash, ~~licenses~~cash inequivalents ~~order~~and toshort-term ~~meet~~investment ~~debt~~balances: ~~payment obligations if we are not able to obtain a maturity extension;~~

• worldwide economic conditions, which we believe have adversely affected manufacturers of telecommunications equipment and technology and led to a delay in global network deployments;


(in millions)	September 29, 2012			June 30, 2012			Decrease			December 31, 2011			Increase (Decrease)
Working capital deficit	$	(1,141.4	)	$	(1,088.1	)	$	(53.3	)	$	(118.1	)	$	(1,023.3	)


Cash and cash equivalents	$	5.9		$	6.1		$	(0.2	)	$	11.1		$	(5.2	)
Marketable securities		—			6.3			(6.3	)		10.0			(10.0	)

Cash, cash equivalents and marketable securities – continuing operations		5.9			12.4			(6.5	)		21.1			(15.2	)
Cash and cash equivalents – discontinued operations		0.6			0.6			—			—			0.6

Total cash, cash equivalents and marketable securities	$	6.5		$	13.0		$	(6.5	)	$	21.1		$	(14.6	)

22Uses of Cash, Cash Equivalents and Short-Term Investments

•The ~~timing~~following ~~and~~table ~~the~~presents ~~availability~~our utilization of ~~standardized~~cash, ~~technology~~cash ~~and~~equivalents ~~equipment that is able to operate in our licensed~~ and ~~leased~~short-term ~~spectrum;~~investments:

• availability of wireless spectrum in the United States in particular, which could be affected by potential government auctions of spectrum not previously available in the market; and


	Three Months Ended						Nine Months Ended
(in millions)	September 29, 2012			October 1, 2011			September 29, 2012			October 1, 2011
Beginning cash, cash equivalents and marketable securities	$	13.0		$	28.0		$	21.1		$	42.6
Net operating cash used by continuing operations		(6.4	)		(4.1	)		(12.5	)		(11.7	)
Payments on long-term obligations, excluding wireless spectrum lease obligations		—			—			—			(6.1	)
Proceeds from the sale of wireless spectrum licenses, net of selling costs		—			—			0.3			0.3
Cash paid for wireless spectrum license lease obligations		(0.2	)		(0.2	)		(4.1	)		(4.0	)
Payments to restricted cash account used to redeem long-term obligations		—			—			(0.6	)		—
Other, net		0.1			(0.1	)		(0.1	)		(0.1	)
Net operating and investing cash provided by discontinued operations		—			0.1			2.4			2.7

Ending cash, cash equivalents and marketable securities		6.5			23.7			6.5			23.7
Less: ending cash and cash equivalents - discontinued operations		(0.6	)		—			(0.6	)		—

Ending cash, cash equivalents and marketable securities - continuing operations	$	5.9		$	23.7		$	5.9		$	23.7

•Other ~~availability~~than ofthe ~~capital~~Forbearance ~~for~~Agreement ~~prospective~~and ~~spectrum~~the ~~bidders~~amendments and restatements of our secured notes discussed above, ~~which~~there ~~has~~were ~~been~~no ~~negatively~~other ~~impacted~~significant byinvesting ~~the~~or ~~downturn~~financing inactivities during the ~~credit~~first ~~and~~nine ~~financial~~months ~~markets~~of 2012.

IfCRITICAL ~~we are unable to consummate sales of our wireless spectrum assets that are sufficient to retire our~~ACCOUNTING ~~indebtedness,~~POLICIES ~~the~~AND ~~holders~~ESTIMATES of our notes could proceed against the assets pledged to collateralize these obligations, which include our spectrum assets and the capital stock of our material subsidiaries, which would impair our ability to continue as a going concern and the value of our equity securities would be impaired or eliminated.

WeOur ~~will~~discussion ~~rely~~and onanalysis of our ~~substantial~~results of operations and liquidity and capital resources are ~~net~~based ~~operating~~on ~~loss~~our ~~carryforwards~~consolidated tofinancial ~~offset~~statements ~~the~~which ~~taxable~~have ~~gains~~been ~~that~~prepared ~~may~~in ~~arise~~accordance aswith aaccounting ~~result~~principles generally accepted in the United States. The preparation of ~~transactions~~these ~~contemplated~~financial bystatements ~~the~~requires ~~Merger~~us ~~Agreement~~to ormake ~~other~~estimates ~~sales~~and judgments that affect the reported amounts of ~~our~~assets, ~~wireless~~liabilities, ~~spectrum~~revenues and expenses, and disclosure of contingent assets and liabilities. ~~Accordingly~~On an ongoing basis, ifwe ~~the~~evaluate ~~use~~our estimates and judgments, including those related to revenue recognition, valuation of intangible assets and investments, and litigation. We base our ~~expected~~estimates ~~net~~on ~~operating~~historical ~~loss carryforwards~~and ~~becomes~~anticipated ~~limited~~results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the ~~after-tax~~basis ~~proceeds~~for ~~realized~~making ~~from~~judgments ~~such~~about ~~transactions~~the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results that differ from our ~~spectrum~~estimates ~~sales~~could ~~may~~have bea ~~reduced~~significant adverse effect on our operating results and financial position. Our accounting policies are described in more detail in Note 1 to our consolidated financial statements for the ~~value~~year ended ofDecember 31, 2011, contained in our ~~equity~~Annual ~~securities~~Report oron ~~debt~~Form ~~securities~~10-K ~~may~~filed bewith ~~impaired~~the Securities and Exchange Commission on March 12, 2012.

As20 stated above, our capital structure requires that we successfully monetize our wireless spectrum assets for net proceeds substantially in excess of our cost basis in order to retire our debt. The value of our equity securities is dependent on our ability to successfully retire our debt. We estimate that, as of December 31, 2011, we had federal income tax net operating loss carryforwards (“NOLs”) of approximately $908.1 million, which begin to expire in 2023. We plan to use our NOLs to offset future gains on the sale of our spectrum assets. If our ability to use our NOLs as anticipated to offset any gains is limited, the after-tax proceeds realized from our spectrum sales may be reduced. Depending on the ultimate sale prices for our spectrum assets, the availability of our NOLs may be essential to ensuring the full payment of our Third Lien Notes and/or the realization of value for our equity securities.

UnderTable Section 382 of the Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” may generally thereafter only utilize its pre-change losses to offset a fixed amount of taxable income per year, subject to certain adjustments. A corporation generally undergoes an ownership change if the percentage of stock of the corporation owned by one or more 5% shareholders has increased by more than 50 percentage points over a three-year period (with certain groups of less-than-5% shareholders treated as a single shareholder for this purpose). Contents

~~Based~~Accounting on our analysis to date, we do not believe that we have undergone an “ownership change” in the past. However, subsequent changes in our stock ownership, including the purchase or sale of our common stock by 5% shareholders, changes in the indirect beneficial ownership of such stock, and issuances or redemptions of common stock or other equity securities by us, could result in an ownership change that would trigger the imposition of limitations under Section 382. If an ownership change occurs, the availability of our NOLs for ~~use~~Troubled ~~may~~Debt beRestructurings severely limited, subject to an adjustment for so-called net “built-in” gains that are recognized within the five-year period after the ownership change. Although we would expect to significantly benefit from the adjustment for net built-in gains with respect to any spectrum sales following an ownership change, the availability of our NOLs against any future gains from such sales may nevertheless be materially impaired.

~~The~~Upon ~~amount~~our ~~and~~August 16, ~~availability~~2012 ofamended ~~our~~and ~~NOLs~~restated isSenior ~~subject~~Notes, toSecond ~~examination~~Lien Notes and ~~adjustment~~Third byLien Notes, we first reviewed the ~~Internal~~amendments to ~~Revenue~~determine ~~Service~~if ~~(IRS).~~the ~~Accordingly,~~changes ~~there~~constituted isa notroubled ~~assurance~~debt ~~that~~restructuring. ~~the~~A ~~IRS~~restructuring ~~will~~of ~~agree~~a ~~with~~debt ~~our~~constitutes ~~determination~~a ~~as to~~troubled debt restructuring if the ~~available~~creditor, ~~amount~~for ofeconomic ~~NOLs~~or inlegal ~~respect~~reasons ofrelated ~~any~~to ~~spectrum~~the ~~sales.~~debtor’s Infinancial ~~addition~~difficulties, ~~the~~grants ~~rules~~a concession ~~relating~~ to ~~U.S.~~the ~~federal~~debtor ~~income~~that ~~taxation~~it ~~are~~would ~~under~~not ~~ongoing~~otherwise ~~review~~consider. byA ~~persons~~creditor ~~involved~~is indeemed ~~the~~to ~~legislative~~have ~~process~~granted ~~and~~a byconcession if the ~~IRS~~debtor’s ~~and~~effective borrowing rate on the ~~U.S.~~restructured ~~Treasury Department~~debt, ~~resulting~~after ingiving ~~revisions~~effect ofto ~~regulations~~all ~~and~~the ~~revised~~terms ~~interpretations~~ of ~~established~~the ~~concepts~~restructured debt, including asany ~~well~~new asor ~~statutory~~revised ~~changes.~~sweeteners, ~~Revisions~~such inas ~~U.S.~~the ~~federal~~Senior ~~tax~~Incremental ~~laws~~Notes, ~~and~~is ~~interpretations~~less ~~thereof~~than ~~could~~the ~~adversely~~effective ~~impair~~borrowing ~~our~~rate ~~currently~~of ~~expected~~the ~~ability to~~old ~~use~~debt ~~our~~immediately ~~NOLs~~before the modification.

WeTo ~~are~~determine ~~highly~~if ~~leveraged~~the noteholders granted us a concession as a result of the August 2012 amendments and restatements, we determined the respective effective interest rates of the old debt immediately preceding our ~~operating~~recent ~~flexibility~~debt ~~will~~modification bein ~~significantly~~December ~~reduced~~2011 by using the respective stated interest rates in effect prior to the December 14, 2011 amendments plus the respective effective interest rates used for amortization of discounts and issue costs. We then determined the respective total cash flows under the new terms of each note and solved for the discount rates that equated these cash flows to the respective carrying values of the old Notes immediately preceding our recent debt ~~covenants~~modification in December 2011.

AsWe ofdetermined ~~June 30,~~that ~~2012,~~concessions ~~the~~were ~~aggregate~~granted ~~principal~~for ~~amount~~the ofamended ~~our~~and ~~secured~~restated ~~indebtedness~~Senior ~~was $1~~Notes,~~103.1~~ ~~million.~~Second ~~This~~Lien ~~amount~~Notes ~~includes~~and ~~our~~Third ~~Senior~~Lien Notes ~~with~~as anthe ~~aggregate~~effective ~~principal~~rates ~~amount~~ of ~~$148~~14.~~1 million~~5%, ~~our~~14.7% ~~Second~~and ~~Lien~~18.2%, ~~Notes~~respectively, ~~with~~were anless ~~aggregate~~than ~~principal~~that ~~amount~~ of ~~$207.9~~the ~~million~~old ~~and~~notes prior to our ~~Third~~earlier ~~Lien~~restructuring ~~Notes~~on ~~with~~December 14, an2011 ~~aggregate~~of ~~principal~~15%, ~~amount~~15% ofand ~~$747~~36.17%, ~~million.~~respectively, and that troubled ~~Covenants~~debt inaccounting ~~the~~provisions ~~purchase~~apply. ~~agreements~~The new effective interest rates for ~~our~~the Senior Notes, Second Lien Notes and ~~Second~~Third Lien Notes ~~impose~~were ~~operating~~determined ~~and~~as ~~financial~~the ~~restrictions~~discount onrates ~~us.~~that ~~These~~equated ~~restrictions~~the ~~prohibit~~present orvalue ~~limit~~of ~~our~~the ~~ability~~future cash payments specified by the terms of the respective notes with the respective August 16, ~~and~~2012 carrying amount of the ~~ability~~notes, which resulted in effective interest rates of ~~our~~14.5%, ~~subsidiaries~~14.7% and 16.5%, torespectively, ~~among~~that ~~other~~equated ~~things:~~those used immediately prior to the August 2012 amendments.

•21 ~~pay dividends to our stockholders;~~

•Table incur,of or cause to incur, additional indebtedness or incur liens;Contents

•CONTRACTUAL ~~sell~~OBLIGATIONS ~~assets for consideration other than cash or for net proceeds less than our cost basis;~~

•The ~~consolidate~~following ortable ~~merge~~summarizes ~~with~~our orcash ~~into~~contractual ~~other~~obligations ~~companies;~~for continuing and discontinued operations at September 29, 2012, and the effect that such obligations are expected to have on our liquidity and cash flows in future periods.

• issue shares of our common stock or securities of our subsidiaries;


	Payments Due by Fiscal Year Period
(in thousands)	Total		Remainder of 2012		Years 2013-2014		Years 2015-2016		Years 2017 and Thereafter
Continuing Operations:
Long-term obligations:
Notes payable⁽¹⁾⁽²⁾	$	1,146,086	$	153,443	$	992,643	$	—	$	—
Wireless spectrum leases⁽³⁾		31,586		145		8,736		7,515		15,190
Minimum royalty payments on wireless spectrum lease arrangements		6,641		—		656		1,376		4,609
Operating leases		209		114		95		—		—

		1,184,522		153,702		1,002,130		8,891		19,799
Discontinued Operations - Services agreement		8,153		—		—		—		8,153

Total	$	1,192,675	$	153,702	$	1,002,130	$	8,891	$	27,952

23(1) Amounts presented do not include the future issuance of additional Senior Notes, Second Lien Notes and Third Lien Notes in payment of interest.

•(2) ~~make~~As ~~capital~~required ~~expenditures~~pursuant orto ~~other~~the ~~strategic~~Merger ~~investments~~Agreement, inthe holders of the Notes amended and restated the Notes and amended certain documents ancillary to the Notes on August 16, 2012. Our Third Lien Notes were split into two series whereby certain of our ~~business~~Third ~~not~~Lien ~~contemplated~~Notes byremain direct obligations of the Company and the remaining principal balance of our ~~operating~~Old ~~budget;~~Third orLien Notes became the direct obligations of NextWave HoldCo LLC, a new subsidiary that we formed on August 8, 2012, under the laws of the State of Delaware (“NextWave HoldCo”). Specifically, the parties have agreed that $325 million of the Company’s outstanding obligations under the Old Third Lien Notes remain the Company’s direct obligations (“NextWave Third Lien Notes”) and the remaining principal balance of the Old Third Lien Notes plus accrued and unpaid interest as of the date the Third Lien Notes became the direct obligations of NextWave HoldCo (“HoldCo Third Lien Notes”).

•The ~~acquire~~amended ~~assets~~and restated Senior Notes provide for the issuance of up to $15 million of additional notes (the “Senior Incremental Notes”) for payment of expenses incurred in the ordinary course of operations or ~~make~~in ~~investments~~connection with payments to be made in connection with the merger. The amended and restated Senior Notes accrue interest at an annual rate equal to 15% per annum and the Senior Incremental Notes will accrue interest at an annual rate not to exceed 10% per annum.

WeIn ~~anticipate~~connection ~~that~~with the amendment and restatement of our ~~overall~~Notes, ~~level~~NextWave HoldCo became the direct or indirect parent of ~~indebtedness~~our subsidiaries that hold certain of our assets and ~~covenant~~liabilities, ~~restrictions~~other ~~will:~~than our U.S. WCS and AWS spectrum assets, including our Canadian WCS spectrum and 2.5 MHz EBS/BRS spectrum assets.

•In ~~limit~~connection with the amended and restated Notes, NextWave LLC and NextWave HoldCo entered into a Call Option/Note Redemption Agreement (the “Call Agreement”), whereby, immediately prior to the consummation of the Merger, we will redeem the outstanding amount of the HoldCo Third Lien Notes for all of the limited liability company interests in NextWave HoldCo. In addition, the holders of the HoldCo Third Lien Notes, upon termination of the Merger Agreement, may elect to pay $25.0 million for the benefit of our ~~ability~~stockholders, and redeem the HoldCo Third Lien Notes in exchange for all of the limited liability company interests of NextWave HoldCo. In the event a filing by or against the Company, NextWave LLC or NextWave HoldCo of a voluntary or involuntary petition under the Bankruptcy Code, all of the limited liability company interests of NextWave HoldCo shall be automatically transferred to ~~pursue~~the ~~business~~holders ~~opportunities;~~of the HoldCo Third Lien Notes in redemption of such notes as of immediately prior to such filing. The exercise of the call right as described above is subject to the receipt of any required regulatory approvals and the terms of the Call Agreement.

•(3) ~~render~~Amounts uspresented ~~more~~do ~~vulnerable~~not toinclude ~~general~~adjustments ~~adverse~~for ~~economic,~~future ~~regulatory~~changes ~~and~~in ~~industry~~the ~~conditions;~~consumer ~~and~~price index.

•22 ~~require us to dedicate proceeds from asset sales to service our debt.~~

ATable breach of any covenants contained in the agreements governing our Notes could result in a default under our indebtedness. If we are unable to repay or refinance those amounts, the holders of our notes could proceed against the assets pledged to collateralize these obligations, which include our spectrum assets and substantially all of our other assets. Contents

~~The terms of our Senior Notes and Second Lien Notes require us to certify our compliance with a restrictive operating budget and to maintain a minimum cash balance~~Item 3. IfQuantitative ~~the forbearance agreement terminates, a failure to comply with these terms may result in an event of default which could result in the acceleration of maturity of our indebtedness~~ and ~~impair~~Qualitative ~~our~~Disclosures ~~ability~~About ~~to continue~~Market ~~as a going concern.~~ Risk

~~The~~Not ~~terms of our Senior Notes and Second Lien Notes require us to deliver a six-month operating budget to the noteholders on a quarterly basis, which budget is reasonably acceptable to Avenue AIV US, L~~applicable.~~P.,~~ an affiliate of Avenue Capital Management II, L.P. (“Avenue Capital II”). Avenue Capital II holds 78% of the aggregate principal amount of our Second Lien Notes and 75% of the aggregate principal amount of our Senior Notes. We must deliver monthly certifications relating to our cash balances to the holders of our Senior Notes and Second Lien Notes. If our forbearance agreement expires due to a termination of the Merger Agreement, and we are unable to certify that our cash balances have not deviated in a negative manner by more than 10% from budgeted balances, default interest will accrue and, if such condition persists for three monthly reporting periods, an event of default would occur under our Senior Notes and Second Lien Notes and, if the maturity of the foregoing indebtedness were to be accelerated, an event of default would occur under our Third Lien Notes. In addition, we must certify that we have maintained a minimum cash balance of $1.0 million, and any failure to maintain such minimum cash balance will result in an immediate event of default under our Senior Notes and Second Lien Notes and, if the maturity of the foregoing indebtedness were to be accelerated, our Third Lien Notes. Upon an acceleration of our debt following an event of default, the holders of our notes could proceed against the assets pledged to collateralize these obligations, which include our spectrum assets and substantially all of our other assets, which would impair our ability to continue as a going concern.

WeItem 4. ~~have~~Controls ~~become~~ and ~~may~~Procedures ~~continue to be the target of securities class action suits and derivative suits which could result in substantial costs and divert management attention and resources.~~

~~Securities~~Conclusion ~~class~~Regarding ~~action suits and derivative suits are often brought against companies following periods of volatility in~~ the ~~market~~ ~~price~~Effectiveness of ~~their~~Disclosure ~~securities.~~Controls ~~Defending against these suits can result in substantial costs to us~~ and ~~divert~~Procedures ~~the attention of our management.~~

OnWe ~~September 16,~~maintain ~~2008,~~disclosure acontrols ~~putative class action lawsuit, captioned “Sandra Lifschitz, On Behalf of Herself~~ and ~~All Others Similarly Situated~~procedures, ~~Plaintiff,~~as v.such ~~NextWave~~term ~~Wireless~~is ~~Inc.~~defined ~~et al., Defendants,” was filed~~ in ~~the~~Rules U.S. District Court for the Southern District of California against us and certain of our officers. The suit alleges that the defendants made false and misleading statements and/or omissions in violation of Sections 1013a-15(be) and 2015d-15(ae) ofunder the Securities Exchange Act of 1934 ~~and Rule 10b-5 promulgated thereunder. The suit seeks unspecified damages~~, ~~interest,~~as ~~costs,~~amended ~~attorneys’ fees, and injunctive, equitable or other relief on behalf of a purported class of purchasers of our common stock during~~ (the ~~period from March 30, 2007 to August 7, 2008. A second putative class action lawsuit captioned~~ “~~Benjamin~~Exchange ~~et al. v. NextWave Wireless Inc. et al.~~Act” ~~was filed on October 21~~), ~~2008~~ ~~alleging~~that ~~the~~are ~~same~~designed ~~claims~~to onprovide ~~behalf~~reasonable ofassurance ~~purchasers~~that ofinformation ~~our~~required ~~common~~to ~~stock~~be ~~during~~disclosed anby ~~extended~~us ~~class~~in ~~period, from November 27, 2006 through August 7, 2008. On February 24, 2009,~~ the ~~Court~~reports ~~issued~~that anwe ~~Order~~file ~~consolidating~~or ~~the~~submit ~~two~~under ~~cases and appointing a lead plaintiff pursuant to~~ the ~~Private~~Exchange ~~Securities Litigation Reform~~ Act. Onis ~~May 15~~recorded, ~~2009~~processed, ~~the~~summarized ~~lead plaintiff filed an Amended Complaint,~~ and ~~on June 29, 2009, we filed a Motion to Dismiss that Amended Complaint. On~~ ~~March 5,~~reported ~~2010,~~within the ~~Court~~time ~~granted~~periods ~~our~~specified ~~Motion~~in ~~to Dismiss without prejudice, permitting~~ the ~~lead~~SEC’s ~~plaintiff~~rules toand ~~file an Amended Complaint. On March 26~~forms, ~~2010,~~and ~~the~~that ~~lead~~such ~~plaintiff~~information ~~filed~~is aaccumulated ~~Second Amended Consolidated Complaint,~~ and wecommunicated ~~subsequently filed a Motion~~ to ~~Dismiss.~~our ~~On March 16~~management, ~~2011,~~including ~~the~~our ~~Court~~principal ~~granted~~executive ~~our~~officer ~~Motion~~ and ~~dismissed~~principal ~~the~~financial ~~complaint without prejudice. On May 5~~officer, ~~2011,~~as ~~the lead plaintiff filed a Third Amended Complaint~~appropriate, ~~and we again filed a Motion~~ to ~~Dismiss. On~~ ~~November 21,~~allow ~~2011,~~timely ~~the~~decisions ~~Court~~regarding ~~granted~~required ~~our~~financial ~~Motion and dismissed the case with prejudice~~disclosures. OnBecause ~~December 19, 2011, the lead plaintiff filed a Notice~~ of ~~Appeal~~inherent ~~with~~limitations, ~~the Ninth Circuit Court of Appeals. We and~~ our ~~insurance~~disclosure ~~carrier~~controls ~~have agreed with the lead plaintiff on the final terms of a settlement. The settlement provides for a full release~~ and ~~dismissal~~procedures, ofno ~~all~~matter ~~claims~~how ~~asserted~~well ~~against~~designed ~~all defendants in the litigation~~ and ~~the appeal~~operated, incan ~~exchange~~provide ~~for~~only ~~payment of $1.4 million by our insurance carrier. The settlement is subject to court approval following notice to the potential class members. The Court of Appeals dismissed the appeal on June 25~~reasonable, ~~2012~~ and ~~the~~not ~~case~~absolute, ~~has~~assurance ~~been~~that ~~returned to~~ the ~~district court for the approval process. The~~ ~~district~~objectives ~~court has approved the application for preliminary approval~~ of ~~the~~such ~~settlement~~disclosure controls and ~~the~~procedures ~~final~~are ~~approval hearing is scheduled for November 9, 2012~~met. ~~We have not recorded any significant accruals for contingent liabilities associated with this matter based on our belief that a liability, while possible, is not probable.~~

24Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report.

~~Our~~Changes ~~common~~in ~~stock~~Internal isControl noover ~~longer~~Financial ~~traded~~Reporting on The Nasdaq Global Market (“Nasdaq”) or any national securities exchange, and investors no longer have the benefit of certain exemptions from state securities laws governing resales, liquidity benefits and governance protections afforded by a Nasdaq (or other national securities exchange) listing.

AsThere ahave ~~result~~been ofno ~~our~~changes ~~delisting from Nasdaq~~ in ~~July~~our ~~2010,~~internal wecontrol ~~are~~over ~~not~~financial ~~currently~~reporting ~~subject~~during tothe ~~its corporate~~quarterly ~~governance~~period ~~requirements~~ended ~~and~~September 29, ~~investors~~2012 ~~may~~that ~~not~~ have ~~the~~materially ~~same protections as are afforded to stockholders of companies listed on Nasdaq. For example~~affected, weor are noreasonably ~~longer~~likely ~~required~~ to ~~maintain~~materially affect, ~~a majority of independent directors on~~ our ~~Board~~internal ~~of Directors.~~control ~~Delisting~~over ~~from~~financial ~~Nasdaq may also result in increased obligations under state securities laws and decreased coverage by securities analysts~~reporting.

~~Our~~PART ~~common stock is quoted on the OTCQB, an over-the-counter electronic quotation service operated by Pink OTC Markets Inc~~II. ~~Markets~~OTHER ~~operated~~INFORMATION by Pink OTC Markets Inc. are generally regarded as less efficient and liquid than Nasdaq. The ability to trade our common stock on the OTCQB depends on the presence and investment decisions of willing buyers and sellers. Accordingly, if an active and liquid trading market price for our common stock does not develop or, if developed, does not continue, the market price of our common stock will be adversely affected. In addition, because we are no longer listed on Nasdaq, sales of our common stock by brokers in certain states may be limited or prohibited pending completion of registration filings required under state securities laws.

Trading in our common stock may be subject to the requirements of certain rules promulgated by the SEC under the Securities Exchange Act of 1934, which require additional disclosure by broker-dealers in connection with any trade involving a stock defined as a “penny stock”ITEM 1. ALegal ~~“penny~~Proceedings stock” is any equity security that has a market price per share of less than $5.00, subject to certain exceptions, such as any securities listed on a national securities exchange. Additional disclosure burdens relating to penny stocks imposed upon broker-dealers by the SEC requirements could discourage broker-dealers from facilitating trades in our common stock, which could further limit the market liquidity of our stock and the ability of investors to trade our common stock.

~~Risks~~On ~~Relating~~September 16, 2008, a putative class action lawsuit, captioned “Sandra Lifschitz, On Behalf of Herself and All Others Similarly Situated, Plaintiff, v. NextWave Wireless Inc. et al., Defendants,” was filed in the U.S. District Court for the Southern District of California against us and certain of our officers. The suit alleges that the defendants made false and misleading statements and/or omissions in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The suit seeks unspecified damages, interest, costs, attorneys’ fees, and injunctive, equitable or other relief on behalf of a purported class of purchasers of our common stock during the period from March 30, 2007 to ~~Government~~August 7, ~~Regulation~~2008. A second putative class action lawsuit captioned “Benjamin et al. v. NextWave Wireless Inc. et al.” was filed on October 21, 2008 alleging the same claims on behalf of purchasers of our common stock during an extended class period, from November 27, 2006 through August 7, 2008. On February 24, 2009, the Court issued an Order consolidating the two cases and appointing a lead plaintiff pursuant to the Private Securities Litigation Reform Act. On May 15, 2009, the lead plaintiff filed an Amended Complaint, and on June 29, 2009, we filed a Motion to Dismiss that Amended Complaint. On March 5, 2010, the Court granted our Motion to Dismiss without prejudice, permitting the lead plaintiff to file an Amended Complaint. On March 26, 2010, the lead plaintiff filed a Second Amended Consolidated Complaint, and we subsequently filed a Motion to Dismiss. On March 16, 2011, the Court granted our Motion and dismissed the complaint without prejudice. On May 5, 2011, the lead plaintiff filed a Third Amended Complaint, and we again filed a Motion to Dismiss. On November 21, 2011, the Court granted our Motion and dismissed the case with prejudice. On December 19, 2011, the lead plaintiff filed a Notice of Appeal with the Ninth Circuit Court of Appeals. We and our insurance carrier have agreed with the lead plaintiff on the final terms of a settlement. The settlement provides for a full release and dismissal of all claims asserted against all defendants in the litigation and the appeal, in exchange for payment of $1.4 million by our insurance carrier. The settlement is subject to court approval following notice to the potential class members. The Court of Appeals dismissed the appeal on June 25, 2012 and the case has been returned to the district court for the approval process. The district court has approved the application for preliminary approval of the settlement and the final approval hearing is scheduled for November 9, 2012. We continue to maintain the D&O and corporate liability insurance covering certain risks associated with securities claims filed against us or our directors and officers, as described above, with insurance from multiple carriers, each insuring a different layer of exposure, up to a total of $50 million. We have accrued for liabilities equal to the financial deductible of our D&O policy for the period covering the time the class action lawsuit for this matter was filed. Other than accruing for our financial deductible, we have not recorded any significant accruals for contingent liabilities associated with this matter based on our belief that a liability in excess of our insurance coverage, while possible, is not probable.

IfOn weAugust 5, do2012, ~~not~~the ~~comply~~Company ~~with~~became ~~build-out~~aware ~~requirements~~that ~~relating~~the liquidator in the Go Networks (Israel) Ltd. bankruptcy, which was filed in Tel Aviv in September 2008, purportedly made a claim against the Company for damages alleging that the Company contributed to ~~our~~the ~~domestic~~demise ~~spectrum~~of ~~licenses~~and failed to sufficiently fund its former subsidiary Go Networks (Israel) Ltd. While the Company believes that the liquidator’s claims are without merit, ~~such~~the ~~licenses~~Company cannot yet estimate the amount of legal fees and damages, if any, that could be ~~subject~~awarded ~~to forfeiture~~in connection with such claims.

~~Certain~~On August 31, ~~“build-out”~~2012, ora ~~“substantial~~putative ~~service”~~class ~~requirements~~action ~~apply~~lawsuit towas ~~our~~filed ~~licensed wireless~~in ~~spectrum,~~the ~~which~~Court ~~generally~~of ~~must~~Chancery ~~be satisfied as a condition~~ of the ~~license~~State ~~and/or~~of ~~license~~Delaware ~~renewal.~~against Inthe ~~particular~~Company, ~~for~~AT&T, ~~our~~Merger ~~domestic~~Sub, ~~WCS~~Allen ~~spectrum~~Salmasi, ~~there~~Douglas ~~are~~F. ~~two~~Manchester, ~~substantial~~Jack ~~service~~Rosen, ~~build-out~~Nadar ~~deadlines: March 4~~Tavakoli, ~~2014~~Carl ~~and~~E. ~~September 1, 2016;~~Vogel and ~~for~~William H. ~~our~~Webster ~~domestic AWS spectrum~~alleging, ~~the~~among ~~substantial~~other ~~service~~things, ~~build-out~~that ~~deadline~~the isCompany’s ~~December 18,~~board ~~2021.~~of ~~Failure~~directors toand ~~make~~certain ~~the~~of ~~substantial~~its ~~service~~executive ~~demonstration~~officers ~~domestically,~~breached ~~without~~various ~~seeking~~fiduciary ~~and~~duties ~~obtaining~~in anconnection ~~extension~~with ~~from~~ the ~~FCC,~~board ~~would~~of ~~result in~~directors’ ~~forfeiture~~approval of the ~~affected~~proposed ~~license.~~Merger and that the

~~The~~23 substantial service deadline for our domestic WCS spectrum was July 21, 2010 under the FCC rules effective at that time. However, the FCC adopted new rules on May 20, 2010, that, when they became effective on September 1, 2010, purported to replace the July 21, 2010 substantial service requirement with new requirements that must be met by March 4, 2014 and additional requirements that must be met by September 1, 2016. We filed substantial service showings with the FCC on July 20, 2010 for all of our WCS licenses under the rules then in effect. The FCC dismissed them on June 14, 2011 in accordance with June 2010 announcement that all substantial service showings would be dismissed given the new performance requirements it had adopted. Failure to make the substantial service demonstrations by the new deadlines of March 4, 2014 and September 1, 2016 without seeking and obtaining an extension from the FCC would result in license forfeiture.

AWSTable licensees must comply with all applicable legal and technical rules imposed by the FCC, including those found in Part 27 of Title 47 of the CFR. All of our AWS licenses are granted for a 15-year license term, with a renewal term of ten years. AWS licensees are required to demonstrate that they are providing “substantial service” in their license area within the initial 15-year license term. For our AWS licenses, the renewal deadline and the substantial service build-out deadline is December 18, 2021. Failure to make the substantial service demonstration, without seeking and obtaining an extension from the FCC, would result in license forfeiture. Contents

~~The~~ Company, ~~AWS~~AT&T ~~spectrum~~and ~~includes~~Merger aSub ~~large~~aided ~~number~~and ofabetted ~~incumbent~~such ~~federal~~alleged ~~government~~breaches ~~and non-government~~of ~~operations~~fiduciary ~~that~~duties. ~~must~~The beplaintiff ~~relocated~~seeks toinjunctive ~~other~~relief ~~spectrum.~~preventing ~~AWS~~the ~~licensees~~Merger, ~~are~~an ~~required~~order torescinding ~~coordinate~~the ~~their~~proposed ~~operations~~Merger in tothe ~~avoid~~event ~~interfering~~it ~~with~~is ~~these~~not ~~incumbent~~enjoined, ~~stations~~and ~~until~~damages ~~relocation~~as isa ~~complete.~~result Aof ~~small~~the ~~number~~alleged actions of ~~these~~the ~~incumbent~~defendants, ~~stations must~~including beattorneys’ ~~protected~~and ~~indefinitely.~~experts’ Infees ~~certain~~(the ~~cases~~foregoing, the ~~AWS~~“Weiss ~~licensee~~Action”). ~~must~~Subsequently, ~~pay~~on ~~for~~September 6, 2012, two additional complaints were filed in the ~~relocation~~Superior Court of ~~incumbent~~California, ~~stations~~County ~~within~~of San Diego by Thomas Juzwik and Elias Rodriguez against the ~~AWS~~Company, ~~licensee’s~~AT&T, ~~license~~Merger ~~area.~~Sub, ~~AWS~~Allen ~~licensees~~Salmasi, ~~are~~Jack ~~effectively~~Rosen, ~~prohibited~~William ~~from~~Webster, ~~deploying~~Douglas ~~time-division~~F. ~~duplex~~Manchester, ~~(TDD)~~Robert ~~systems~~Symington, Frank Cassou and Francis Harding, containing substantially similar allegations to those set forth in the ~~AWS~~Weiss ~~spectrum~~Action. ~~These~~We ~~requirements~~collectively ~~could~~refer ~~affect~~to the ~~value~~Juzwik, ofRodriquez ~~our~~and ~~AWS~~Weiss ~~spectrum~~actions as, the actions.

~~The~~In ~~FCC’s~~order ~~rules~~to ~~for~~avoid ~~meeting~~ the ~~substantial~~costs, ~~service~~risks ~~requirements~~and ~~are~~uncertainties ~~written~~inherent ~~generally~~in solitigation asand to ~~enable~~allow ~~flexibility~~stockholders to vote on the proposal to adopt the Merger Agreement at the scheduled special meeting, the Company and the other defendants entered into a memorandum of understanding (the “Memorandum of Understanding”) with plaintiffs’ counsel on September 20, 2012 in connection ~~providing~~with ~~service.~~the ~~However~~actions, ~~because~~pursuant to which the ~~rules~~Company, ~~are~~the other named defendants and the plaintiffs have agreed to settle the actions subject to ~~interpretation~~court approval. If the Delaware court approves the settlement, the ~~FCC~~Weiss ~~has~~action ~~discretion~~will be dismissed with prejudice and the plaintiffs in ~~determining~~the ifJuzwik and Rodriquez actions will dismiss their complaints based on the ~~substantial~~settlement ~~service~~of ~~showing~~the ~~is adequate~~Weiss action. We continue to ~~meet~~maintain the ~~rules~~D&O and ~~there~~corporate isliability insurance covering certain risks associated with securities claims filed against us or our directors and officers, as described above, with insurance from multiple carriers, each insuring a ~~risk~~different ~~that~~layer of exposure, up to a total of $50 million. We have accrued for liabilities equal to the financial ~~FCC~~deductible ~~may~~of ~~not~~our ~~approve~~D&O policy for the period covering the time the class action lawsuit for this matter was filed. Other than accruing for our ~~substantial~~financial ~~service~~deductible, ~~showing~~we ~~and~~have not recorded any ofsignificant accruals for contingent liabilities associated with this matter based on our ~~licenses~~belief that ~~did~~a ~~not~~liability ~~meet~~in ~~the~~excess ~~substantial~~of ~~service~~our ~~requirement~~insurance ~~would~~coverage, ~~then~~while bepossible, ~~subject~~is tonot ~~non-renewal~~probable.

IfWe are also currently involved in other legal proceedings, which we do not ~~comply~~believe will result in a material liability. We estimate the range of liability related to pending litigation where the amount and range of loss can be estimated. We record our best estimate of a loss when the loss is considered probable. Where a liability is probable and there is a range of estimated loss with ~~build-out~~no ~~requirements~~best ~~relating~~estimate in the range, we record the minimum estimated liability related to the claim. As additional information becomes available, we assess the potential liability related to our ~~Canadian~~pending ~~spectrum~~litigation ~~licenses~~and revise our estimates. As of September 29, ~~such~~2012, ~~licenses~~other ~~could~~than accrual for the financial deductible described above, we have not recorded any significant accruals for contingent liabilities associated with our legal proceedings based on our belief that a liability, while possible, is not probable. Further, any possible range of loss cannot be estimated ~~subject~~at this time. Revisions to ~~forfeiture~~ our estimate of the potential liability could materially impact future results of operations.

25 ITEM 1A. Risk Factors

InOur ~~Canada,~~business ~~our~~involves ~~2.3~~a ~~GHz~~high ~~licenses~~degree ~~were subject to mid-term in-use demonstration requirements by November 2012 and April 2013 for 59 and 24~~ of ~~our~~risk. ~~licenses~~You ~~which~~should ~~are~~carefully ~~subject~~consider tothe ~~renewal~~following risks intogether ~~November~~with ofall ~~2014 and April~~ of ~~2015, respectively. On March 29, 2012,~~ the ~~Canadian~~other ~~regulatory~~information ~~authority,~~contained ~~Industry Canada, granted an extension of two years, resulting~~ in ~~new~~this ~~in-use~~Quarterly ~~demonstration~~Report ~~deadlines of November 2014~~ and ~~April 2015. In order for us to operate~~ our ~~Canadian~~other ~~spectrum~~filings ~~under~~with the ~~current~~SEC ~~Canadian~~before ~~ownership~~making ~~rules, we will need~~ a ~~Canadian-controlled~~future ~~partner.~~investment ~~Similar~~decision towith ~~the~~respect ~~U.S., Canada has allocated the 2.3 GHz band for both SDARS and mobile broadband uses, which necessitates the adoption of technical rules~~ to ~~protect~~our ~~against interference between the two uses~~securities. ~~Canada~~If ~~has~~any ~~recently begun the process~~ of ~~developing such technical rules for~~ the ~~band.~~following ~~Until~~risks ~~the~~actually ~~technical~~occurs, ~~rules are final~~our business, ~~which~~financial incondition ~~turn~~and ~~will~~results ~~allow the development~~ of ~~manufacturing~~operations ~~standards~~could ~~for vendors to use to produce readily available commercial mobile equipment, deployment in the band for mobile services cannot occur. There can~~ be nomaterially ~~assurance~~adversely ~~that: 1) we will find a Canadian-controlled partner who will be able to provide a viable business plan and attract appropriate financing by the build out deadline~~affected, ~~or 2) that the new ownership rules will enable us to develop a viable business plan~~ and ~~attract appropriate financing by~~ the ~~build~~value ~~out deadline. Failure to make the in-use demonstrations for each~~ of our ~~licenses,~~securities ~~in the absence of an extension by Industry Canada,~~ could ~~result~~substantially ~~in Industry Canada commencing a process to afford us the opportunity to demonstrate why the applicable licenses should not be revoked~~decline.

~~Our~~Risks ~~use~~Relating ~~of EBS spectrum is subject~~ to ~~privately~~Our ~~negotiated~~Business lease agreements. Changes in FCC rules governing such lease agreements, contractual disputes with EBS licensees, or failures by EBS licensees to comply with FCC rules could impact our use of the EBS spectrum.

~~With~~There ~~few exceptions, commercial enterprises~~ are ~~restricted~~risks from holding licenses for EBS spectrum. Eligibility for EBS spectrum is limited to accredited educational institutions, governmental organizations engaged in the formal education of enrolled students (e.g., school districts), and nonprofit organizations whose purposes are educational. Access to EBS spectrum can only be gained by commercial enterprises through privately negotiated EBS lease agreements. FCC regulation of EBS leases, private interpretation ofuncertainties ~~EBS~~associated ~~lease terms, private contractual disputes, and failure of an EBS licensee to comply~~ with ~~FCC regulations all could impact~~ our ~~use~~proposed ofacquisition EBS spectrum and the value of our leased EBS spectrum. The FCC rules permit EBS licensees to enter into lease agreements with a maximum term of 30 years; lease agreements with terms longer than 15 years must contain a “right of review” by ~~the EBS licensee every five years beginning in year 15~~AT&T. The right of review must afford the EBS licensee with an opportunity to review its educational use requirements in light of changes in educational needs, technology, and other relevant factors and to obtain access to such additional services, capacity, support, and/or equipment as the parties shall agree upon in the spectrum leasing arrangement to advance the EBS licensee’s educational mission. A spectrum leasing arrangement may include any mutually agreeable terms designed to accommodate changes in the EBS licensee’s educational use requirements and the commercial lessee’s wireless broadband operations. In addition, the terms of EBS lease agreements are subject to contract interpretation and disputes could arise with EBS licensees. There can be no assurance that EBS leases will continue for the full lease term, or be extended beyond the current term, or be renewed or extended on terms that are satisfactory to us, or at all. Similarly, since we are not eligible to hold EBS licenses, we must rely on EBS licensees with whom we contract to comply with FCC rules. The failure of an EBS licensee from whom we lease spectrum to comply with the terms of their FCC authorization or FCC rules could result in termination, forfeiture or non- renewal of their authorization, which would negatively impact the amount of spectrum available for our use.

WeThere ~~have~~are norisks ~~guarantee~~and ~~that~~uncertainties associated with our proposed acquisition by AT&T. For example, the ~~licenses~~acquisition wemay not be consummated, or may not be consummated when or as currently anticipated, as a result of several factors, including but not limited to: (i) the inability to obtain approval by the ~~hold~~FCC; or ~~lease~~(ii) the failure to satisfy the other conditions for closing set forth in the Merger Agreement. Further, if the Merger Agreement is terminated, the temporary forbearance agreed to by the holders of the Notes will expire sixty (60) days after such termination and we would not have sufficient cash reserves to meet the payment obligations under our secured notes at their current maturity dates. In addition, if the Merger Agreement is terminated, holders of 75% or more of the HoldCo Third Lien Notes may exercise the call right to cause us to redeem the HoldCo Third Lien Notes in exchange for 100% of the equity of NextWave HoldCo pursuant to the Call Agreement, in which event the exercise of the NextWave HoldCo call right will be ~~renewed~~subject to payment of $25 million by the holders of the HoldCo Third Lien Notes, which payment will be for the benefit of our stockholders.

The ~~FCC~~Merger ~~generally~~Agreement ~~grants~~also ~~wireless~~restricts ~~licenses~~us ~~for~~from ~~terms~~engaging ofin ~~ten~~certain oractivities ~~15 years,~~ and ~~such licenses~~taking are subject to renewal and revocation. FCC rules require all wireless licensees to comply with applicable FCC rules and policies and the Communications Act of 1934, as amended (the “Communications Act”), in order to retain their licenses. For example, licensees must meet certain ~~construction~~actions ~~requirements,~~without ~~including~~AT&T’s ~~making substantial service demonstrations~~approval, inwhich ~~order to retain and renew FCC licenses. Failure to comply with FCC requirements with respect to any license~~ could ~~result~~ inprevent ~~revocation~~us orfrom ~~non-renewal~~pursuing ofopportunities athat ~~license.~~may ~~In general, most wireless licensees who meet their construction and/or substantial service requirements are afforded renewal expectancy; however, all FCC license renewals can be challenged in various~~arise ~~ways,~~prior ~~regardless~~to ~~of whether such challenges have any legal merit. Under FCC rules, licenses continue in effect during~~ the ~~pendency~~closing of ~~timely filed renewal applications. Challenges to license renewals, while uncommon, may impact~~ the ~~timing of renewal grants and may impose legal costs~~acquisition. ~~Accordingly, there is no guarantee that licenses we hold or lease will remain in full force and effect or be renewed.~~

WeIn ~~hold~~addition, 30we ~~licenses~~have ~~issued by the FCC for WCS spectrum. Renewal applications for all 2.3 GHz WCS licenses~~incurred, ~~including~~and ~~those~~will ~~issued~~continue to usincur, ~~were~~significant ~~due~~fees ~~to be filed with the FCC on July 21, 2007. We filed~~for ~~our~~professional ~~WCS~~services ~~renewal~~and ~~applications~~other ontransaction ~~April 23,~~costs ~~2007. Under FCC rules, licenses continue~~ in ~~effect~~connection ~~during~~with the ~~pendency~~proposed ofacquisition ~~timely~~by ~~filed renewal applications. We are aware of three parties that made filings purporting to be “competing applications” in response to the renewal applications that we,~~ AT&T, and ~~others~~many ~~filed. The basis on which the third-party filings were made was the alleged failure~~ of ~~WCS~~these ~~licensees~~fees ~~to deploy service on WCS spectrum~~ and ~~satisfy~~costs ~~substantial service~~are ~~requirements~~payable by ~~July 21,~~us ~~2007.~~regardless ~~However,~~of onwhether December 1, 2006, the FCC issued a waiver order extending the substantial service deadline for WCS licensees to July 21, 2010. The FCC’s rules contain no procedures for processing “competing applications” filed for WCS spectrum and the FCC has not accepted them for filing. The FCC granted all pending WCS license renewal applications, including those that we ~~filed~~consummate ~~in April of 2007. However,~~ the grant of these applications was conditioned on the outcome of an ongoing FCC rulemaking proceeding regarding wireless license renewal procedures in which the FCC has proposed to dismiss all pending “competing applications”transaction. ~~There can be no assurance of how the FCC will ultimately treat the “competing applications” or the WCS license renewal applications.~~

26Our cash reserves will not be sufficient to meet the payment obligations under our secured notes at their current maturity dates and in the event of any termination of the Merger Agreement there can be no assurance that a further maturity extension or refinancing transaction will be achieved. Any maturity extension or refinancing transaction may involve significant cost, including the accrual of payment-in-kind interest for an extended term which will increase our aggregate amount of indebtedness.

~~Industry~~As ~~Canada~~of September 29, ~~Canada’s~~2012, ~~spectrum~~the ~~regulatory~~aggregate ~~body,~~principal ~~has~~amount ~~similar~~of ~~rules~~our ~~and~~secured ~~policies~~indebtedness towas $1,146 million. This amount includes our ~~those~~Senior Notes with an aggregate principal amount of ~~the~~$153.4 ~~FCC~~million, ~~and~~our ~~therefore~~Second ~~the~~Lien ~~requirements~~Notes ~~for~~with ~~retention~~an aggregate principal amount of $215.7 million and ~~renewal~~our NextWave and ~~the~~HoldCo ~~risks~~Third Lien Notes with aggregate principal amounts of ~~revocation~~$331.4 million and $445.5 million, respectively. Our current cash reserves are ~~similar~~not sufficient to ~~those~~meet ~~stated~~our ~~above.~~payment ~~For~~obligations ~~example~~under our Senior Notes, asSecond Lien Notes, NextWave Third Lien Notes and HoldCo Third Lien Notes at their current maturity dates. Additionally, in the event of any termination of the ~~U.S.~~Merger Agreement, ~~licensees~~we will not be able to consummate the sale of ~~Canadian~~our wireless spectrum ~~must~~assets ~~comply~~yielding ~~with~~sufficient ~~construction~~proceeds ~~requirements~~to inretire ~~order to~~this ~~retain~~indebtedness at their ~~licenses~~currently scheduled maturity dates. ~~Our~~If 87we ~~Canadian~~are ~~licenses~~unable to ~~each~~further ~~have~~extend athe 10maturity ~~year~~of ~~term~~our Notes, 63or identify and successfully implement alternative financing to repay the Notes, the holders of ~~which~~our ~~expire~~Notes could proceed against the assets pledged to collateralize these obligations in ~~November~~the ~~2014~~event the Merger Agreement is terminated and 24our offorbearance ~~which~~agreement ~~expire~~expires. These conditions raise substantial doubt about our ability to continue as a going concern. Insufficient capital to repay our debt at maturity would significantly restrict our ability to operate and could cause us to seek relief through a filing in ~~April~~the ~~2015~~United States Bankruptcy Court.

~~Interference~~24 ~~could negatively impact our use of wireless spectrum we hold, lease or use.~~

UnderTable applicable FCC and equivalent international rules, users of wireless spectrum must comply with technical rules that are intended to eliminate or diminish harmful radiofrequency interference between wireless users. Licensed spectrum is generally entitled to interference protection, subject to technical rules applicable to the radio service, while unlicensed spectrum has no interference protection rights and may be subject to interference caused by other users. Contents

~~Wireless~~Any ~~devices~~alternative ~~utilizing~~financing ~~WCS,~~and/or ~~BRS~~maturity ~~and~~extension ~~EBS~~of ~~spectrum~~our Notes may be ~~susceptible~~costly to ~~interference~~obtain, could involve the issuance of equity securities that could cause significant dilution to our existing stockholders, and, if successful, will result in a greater aggregate amount of indebtedness due at maturity resulting from ~~Satellite~~the accrual of ~~Digital~~payment-in-kind ~~Audio~~interest ~~Radio~~for ~~Services~~the ~~(“SDARS”)~~extended term.

~~Since~~Because ~~1997,~~we ~~the~~currently ~~FCC~~do ~~has~~not ~~considered~~have ~~a proposal to permanently authorize terrestrial repeaters for SDARS operations adjacent to~~ the Cability ~~and D blocks of the WCS band. The FCC has permitted a large number of these SDARS terrestrial repeaters~~ to ~~operate~~repay onour adebt ~~special temporary authorization since 2001. Permanently~~at ~~authorizing SDARS repeaters adjacent to the WCS band could cause interference to WCS~~maturity, ~~BRS~~there ~~and EBS receivers. The extent of the interference from SDARS repeaters~~ is ~~unclear~~substantial ~~and~~doubt ~~will depend on the effectiveness of the new rules adopted by the FCC on May 20, 2010 (~~as ~~further described below) and the operation of SDARS equipment under the new rules. Because WCS C and D block licenses are adjacent~~ to ~~the~~our ~~SDARS~~ability ~~spectrum, the potential for interference~~ to ~~this~~continue ~~spectrum~~as ~~is of greatest concern to us. We have~~ a ~~lesser~~going ~~magnitude~~ concern ~~regarding interference from SDARS to WCS A and B block licenses~~, and ~~BRS~~our ~~and~~independent ~~EBS~~registered ~~licenses.~~public ~~The~~accounting ~~FCC~~firm ~~adopted~~has ~~new~~included ~~technical~~an ~~rules~~explanatory onparagraph ~~May 20,~~highlighting ~~2010~~this touncertainty ~~govern~~in ~~WCS~~its ~~and~~report ~~SDARS~~dated ~~operations. These rules became effective on September~~March 112, ~~2010~~2012. ~~Operation of both WCS and SDARS equipment under the new rules could result in interference to our WCS, BRS or EBS spectrum, which could impair the value of this spectrum.~~

~~Increasing~~A ~~regulation~~failure to obtain a maturity extension or refinancing transaction in the event of any termination of the ~~tower~~Merger Agreement ~~industry~~could ~~may~~cause ~~make~~the itCompany ~~difficult~~to seek relief through a filing in the United States Bankruptcy Court. In the event of a default, the holders of our Notes could proceed against the assets pledged to ~~deploy~~collateralize ~~new~~these ~~towers~~obligations, which include the Company’s spectrum assets and ~~antenna~~the ~~facilities~~capital stock of its material subsidiaries. Our financial statements are prepared on a going concern basis, which ~~could~~assumes continuity of operations and realization of assets and satisfaction of liabilities ~~adversely~~in ~~affect~~the ordinary course of business. Our financial statements do not include any adjustments related to the ~~value~~recovery of ~~certain~~assets and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern is predicated upon our ~~wireless~~ability ~~spectrum~~to ~~assets~~obtain a maturity extension or refinancing of our debt, or to consummate asset sales yielding net proceeds sufficient to retire our debt.

~~Our~~In ~~wireless~~the ~~operations~~event ~~are~~of ~~dependent~~any ~~upon access~~termination toof ~~towers~~the ~~and~~Merger ~~antenna~~Agreement, ~~sites~~the ~~which~~value ~~are~~of ~~subject~~our toequity ~~national,~~securities ~~state~~would ~~and~~be ~~local~~dependent ~~regulatory~~on ~~requirements~~our ~~related~~ability to achieve ~~registration,~~a ~~zoning,~~maturity ~~siting,~~extension ~~lighting,~~or ~~marking,~~refinancing ~~environmental~~transaction ~~impacts~~ and ~~maintenance~~ultimately successfully retire our debt using the net proceeds of asset sales. ~~Network~~We ~~service,~~believe ~~enhancements~~the tovalue ~~service~~of ~~and product~~our ~~launches~~equity ~~can~~securities will be ~~delayed~~significantly impaired or ~~made~~eliminated ~~more~~in ~~expensive~~the ~~due~~event toof ~~compliance~~any termination ~~with~~of ~~these~~the ~~regulatory~~Merger ~~requirements~~Agreement.

~~ITEM 2~~In the event of any termination of the Merger Agreement, if we complete a refinancing transaction or obtain a maturity extension, the aggregate amount of our secured debt will be increased due to accrued payment-in-kind interest for the extended term to maturity. ~~Unregistered~~If ~~Sales~~the Merger Agreement is terminated, there can be no assurance that we will be able to find third parties interested in purchasing our wireless spectrum assets at prices sufficient to retire this debt prior to maturity, even if extended. If we are unable to consummate sales of ~~Equity~~our ~~Securities~~wireless ~~and~~spectrum assets ~~Use~~for net proceeds that are sufficient to retire our indebtedness, the value of ~~Proceeds~~our equity securities will be significantly impaired or eliminated. The sale price of our wireless spectrum assets will be impacted by many factors beyond our control including, among other things:

~~None.~~• the FCC’s new technical rules relating to the operation of satellite digital audio radio services and services using our WCS spectrum licenses;

~~ITEM 3.~~• ~~Default~~the ~~Upon~~timing ~~Senior~~and ~~Securities~~allocated costs of build-out or substantial service requirements attached to our domestic and international spectrum licenses, where a failure to comply with these requirements could result in license forfeiture;

~~None.~~• timing of closure of potential sales, particularly if it is necessary to accelerate the planned sale of certain of our spectrum licenses in order to meet debt payment obligations if we are not able to obtain a maturity extension;

~~ITEM 4.~~• ~~Mine~~worldwide ~~Safety~~economic ~~Information~~conditions, which we believe have adversely affected manufacturers of telecommunications equipment and technology and led to a delay in global network deployments;

~~Not Applicable.~~• timing and the availability of standardized technology and equipment that is able to operate in our licensed and leased spectrum;

~~ITEM 5.~~• ~~Other~~availability ~~Information~~of wireless spectrum in the United States in particular, which could be affected by potential government auctions of spectrum not previously available in the market; and

~~None.~~• availability of capital for prospective spectrum bidders, which has been negatively impacted by the downturn in the credit and financial markets.

27If we are unable to consummate sales of our wireless spectrum assets that are sufficient to retire our indebtedness, the holders of our Notes could proceed against the assets pledged to collateralize these obligations, which include our spectrum assets and the capital stock of our material subsidiaries, which would impair our ability to continue as a going concern and the value of our equity securities would be impaired or eliminated.

~~ITEM~~We 6are highly leveraged and our operating flexibility will be significantly reduced by our debt covenants. ~~Exhibits~~

ExhibitNo.		Description
4.1		Amendment No.1 to Warrant Agreement, entered into on April 16, 2012 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed April 16, 2012)
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Frank Cassou.
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Francis J. Harding.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Frank Cassou.
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Francis J. Harding.
101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema Document**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase document**
101.DEF		XBRL Taxonomy Extension Definition Linkbase document**
101.LAB		XBRL Taxonomy Extension Label Linkbase document**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase document**

As of September 29, 2012, the aggregate principal amount of our secured indebtedness was $1,146 million. This amount includes our Senior Notes with an aggregate principal amount of $153.4 million, our Second Lien Notes with an aggregate principal amount of $215.7 million and our NextWave and HoldCoThird Lien Notes with aggregate principal amounts of $331.4 million and $445.5 million, respectively. Covenants in the purchase agreements for our Senior Notes and Second Lien Notes impose operating and financial restrictions on us. These restrictions prohibit or limit our ability, and the ability of our subsidiaries, to, among other things:

**• ~~Users~~pay ofdividends ~~this data are advised that pursuant~~ to ~~Rule~~our 406T of Regulation S-T, this XBRL information is being furnished and not filed herewith for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Sections 11 or 12 of the Securities Act of 1933, as amended, and is not to be incorporated by reference into any filing, or part of any registration statement or prospectus, of NextWave Wireless Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.stockholders;

2825

SIGNATURESTable of Contents

~~Pursuant~~• ~~to the requirements of the Securities Exchange Act of 1934~~incur, ~~the~~or ~~Registrant~~cause ~~has duly caused this report~~ to beincur, ~~signed~~additional onindebtedness ~~its behalf~~or byincur ~~the undersigned thereunto duly authorized.~~ liens;

				NEXTWAVE WIRELESS INC. (Registrant)
August 14, 2012				By: /s/ Francis J. Harding
(Date)				Francis J. Harding
				Executive Vice President and
				Chief Financial Officer

•

sell assets for consideration other than cash or for net proceeds less than our cost basis;

29• consolidate or merge with or into other companies;

~~Index~~• toissue ~~Exhibits~~shares of our common stock or securities of our subsidiaries;

ExhibitNo.		Description
4.1		Amendment No.1 to Warrant Agreement, entered into on April 16, 2012 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed April 16, 2012)
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Frank Cassou.
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Francis J. Harding.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Frank Cassou.
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Francis J. Harding.
101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema Document**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase document**
101.DEF		Taxonomy Extension Definition Linkbase document**
101.LAB		XBRL Taxonomy Extension Label Linkbase document**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase document**

•

make capital expenditures or other strategic investments in our business not contemplated by our operating budget; or

**• ~~Users~~acquire ofassets this data are advised that pursuant to Rule 406T of Regulation S-T, this XBRL information is being furnished and not filed herewith for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Sections 11 or 12make ~~of the Securities Act of 1933, as amended, and is not to be incorporated by reference into any filing, or part of any registration statement or prospectus, of NextWave Wireless Inc~~investments.~~, whether made before or after the date hereof, regardless of any general incorporation language in such filing.~~

30We anticipate that our overall level of indebtedness and covenant restrictions will:

•

limit our ability to pursue business opportunities;

•

render us more vulnerable to general adverse economic, regulatory and industry conditions; and

•

require us to dedicate proceeds from asset sales to service our debt.

A breach of any covenants contained in the agreements governing our Notes could result in a default under our indebtedness. If we are unable to repay or refinance those amounts, the holders of our notes could proceed against the assets pledged to collateralize these obligations, which include our spectrum assets and substantially all of our other assets.

We have become and may continue to be the target of securities class action suits and derivative suits which could result in substantial costs and divert management attention and resources.

We are subject to a securities class action suit and derivative suits, which may result in substantial costs to us and divert the attention of our management.

provides for a full release and dismissal of all claims asserted against all defendants in the litigation and the appeal, in exchange for payment of $1.4 million by our insurance carrier. The settlement is subject to court approval following notice to the potential class members. The Court of Appeals dismissed the appeal on June 25, 2012 and the case has been returned to the district court for the approval process. The district court has approved the application for preliminary approval of the settlement and the final approval hearing is scheduled for November 9, 2012. We have not recorded any significant accruals for contingent liabilities associated with this matter based on our belief that a liability, while possible, is not probable.

On August 31, 2012, a putative class action lawsuit was filed in the Court of Chancery of the State of Delaware against the Company, AT&T, Merger Sub, Allen Salmasi, Douglas F. Manchester, Jack Rosen, Nadar Tavakoli, Carl E. Vogel and William H. Webster alleging, among other things, that the Company’s board of directors and certain of its executive officers breached various fiduciary duties in connection with the board of directors’ approval of the proposed Merger and that the Company, AT&T and Merger Sub aided and abetted such alleged breaches of fiduciary duties. The plaintiff seeks injunctive relief preventing the Merger, an order rescinding the proposed Merger in the event it is not enjoined, and damages as a result of the alleged actions of the defendants, including attorneys’ and experts’ fees (the foregoing, the “Weiss Action”). Subsequently, on September 6, 2012, two additional complaints were filed in the Superior Court of California, County of San Diego by Thomas Juzwik and Elias Rodriguez against the Company, AT&T, Merger Sub, Allen Salmasi, Jack Rosen, William Webster, Douglas F. Manchester, Robert Symington, Frank Cassou and Francis Harding, containing substantially similar allegations to those set forth in the Weiss Action. We collectively refer to the Juzwik, Rodriquez and Weiss actions as, the actions.

In order to avoid the costs, risks and uncertainties inherent in litigation and to allow stockholders to vote on the proposal to adopt the Merger Agreement at the scheduled special meeting, the Company and the other defendants entered into a memorandum of understanding (the “Memorandum of Understanding”) with plaintiffs’ counsel on September 20, 2012 in connection with the actions, pursuant to which the Company, the other named defendants and the plaintiffs have agreed to settle the actions subject to court approval. If the Delaware court approves the settlement, the Weiss action will be dismissed with prejudice and the plaintiffs in the Juzwik and Rodriquez actions will dismiss their complaints based on the settlement of the Weiss action. We have not recorded any significant accruals for contingent liabilities associated with this matter based on our belief that a liability, while possible, is not probable.

Our common stock is no longer traded on The Nasdaq Global Market (“Nasdaq”) or any national securities exchange, and investors no longer have the benefit of certain exemptions from state securities laws governing resales, liquidity benefits and governance protections afforded by a Nasdaq (or other national securities exchange) listing.

As a result of our delisting from Nasdaq in July 2010, we are not currently subject to its corporate governance requirements and investors may not have the same protections as are afforded to stockholders of companies listed on Nasdaq. For example, we are no longer required to maintain a majority of independent directors on our Board of Directors. Delisting from Nasdaq may also result in increased obligations under state securities laws and decreased coverage by securities analysts.

Our common stock is quoted on the OTCQB, an over-the-counter electronic quotation service operated by Pink OTC Markets Inc. Markets operated by Pink OTC Markets Inc. are generally regarded as less efficient and liquid than Nasdaq. The ability to trade our common stock on the OTCQB depends on the presence and investment decisions of willing buyers and sellers. Accordingly, if an active and liquid trading market price for our common stock does not develop or, if developed, does not continue, the market price of our common stock will be adversely affected. In addition, because we are no longer listed on Nasdaq, sales of our common stock by brokers in certain states may be limited or prohibited pending completion of registration filings required under state securities laws.

Trading in our common stock may be subject to the requirements of certain rules promulgated by the SEC under the Securities Exchange Act of 1934, which require additional disclosure by broker-dealers in connection with any trade involving a stock defined as a “penny stock”. A “penny stock” is any equity security that has a market price per share of less than $5.00, subject to certain exceptions, such as any securities listed on a national securities exchange. Additional disclosure burdens relating to penny stocks imposed upon broker-dealers by the SEC requirements could discourage broker-dealers from facilitating trades in our common stock, which could further limit the market liquidity of our stock and the ability of investors to trade our common stock.

Risks Relating to Government Regulation

If we do not comply with build-out requirements relating to our domestic spectrum licenses, such licenses could be subject to forfeiture.

Certain “build-out” or “substantial service” requirements apply to our licensed wireless spectrum, which generally must be satisfied as a condition of the license and/or license renewal. In particular, for our domestic WCS spectrum, there are two substantial service build-out deadlines of 48 and 78 months after the effective date of new rules adopted by the FCC on October 17, 2012; and for our domestic AWS spectrum, the substantial service build-out deadline is December 18, 2021. Failure to make the substantial service demonstration domestically, without seeking and obtaining an extension from the FCC, would result in forfeiture of the affected license.

The substantial service deadline for our domestic WCS spectrum was July 21, 2010 under the FCC rules effective at that time. However, the FCC adopted new rules on May 20, 2010, that, when they became effective on September 1, 2010, purported

to replace the July 21, 2010 substantial service requirement with new requirements that must be met by March 4, 2014 and additional requirements that must be met by September 1, 2016. We filed substantial service showings with the FCC on July 20, 2010 for all of our WCS licenses under the rules then in effect. The FCC dismissed them on June 14, 2011 in accordance with June 2010 announcement that all substantial service showings would be dismissed given the new performance requirements it had adopted. On October 17, 2012, the FCC adopted revisions to the May 2010 rules, further extending the build-out deadlines for the WCS licenses to 48 and 78 months after the effective date of the new rules, which has not yet occurred. Failure to make the substantial service demonstrations by the new deadlines without seeking and obtaining an extension from the FCC would result in license forfeiture.

AWS licensees must comply with all applicable legal and technical rules imposed by the FCC, including those found in Part 27 of Title 47 of the CFR. All of our AWS licenses are granted for a 15-year license term, with a renewal term of ten years. AWS licensees are required to demonstrate that they are providing “substantial service” in their license area within the initial 15-year license term. For our AWS licenses, the renewal deadline and the substantial service build-out deadline is December 18, 2021. Failure to make the substantial service demonstration, without seeking and obtaining an extension from the FCC, would result in license forfeiture.

The AWS spectrum includes a large number of incumbent federal government and non-government operations that must be relocated to other spectrum. AWS licensees are required to coordinate their operations to avoid interfering with these incumbent stations until relocation is complete. A small number of these incumbent stations must be protected indefinitely. In certain cases, the AWS licensee must pay for the relocation of incumbent stations within the AWS licensee’s license area. AWS licensees are effectively prohibited from deploying time-division duplex (TDD) systems in the AWS spectrum. These requirements could affect the value of our AWS spectrum.

The FCC’s rules for meeting the substantial service requirements are written generally so as to enable flexibility in providing service. However, because the rules are subject to interpretation, the FCC has discretion in determining if the substantial service showing is adequate to meet the rules and there is a risk that the FCC may not approve our substantial service showing and any of our licenses that did not meet the substantial service requirement would then be subject to non-renewal.

If we do not comply with build-out requirements relating to our Canadian spectrum licenses, such licenses could be subject to forfeiture.

In Canada, our 2.3 GHz licenses were subject to mid-term in-use demonstration requirements by November 2012 and April 2013 for 59 and 24 of our licenses which are subject to renewal in November of 2014 and April of 2015, respectively. On March 29, 2012, the Canadian regulatory authority, Industry Canada, granted an extension of two years, resulting in new in-use demonstration deadlines of November 2014 and April 2015. On October 18, 2012, Industry Canada released a public consultation seeking input on whether and how to extend further the in-use demonstration deadlines for the WCS licenses.

In order for us to operate our Canadian spectrum under the current Canadian ownership rules, we will need a Canadian-controlled partner. Similar to the U.S., Canada has allocated the 2.3 GHz band for both SDARS and mobile broadband uses, which necessitates the adoption of technical rules to protect against interference between the two uses. Canada has recently begun the process of developing such technical rules for the band. Until the technical rules are final, which in turn will allow the development of manufacturing standards for vendors to use to produce readily available commercial mobile equipment, deployment in the band for mobile services cannot occur. There can be no assurance that: 1) we will find a Canadian-controlled partner who will be able to provide a viable business plan and attract appropriate financing by the build out deadline, or 2) that the new ownership rules will enable us to develop a viable business plan and attract appropriate financing by the build out deadline. Failure to make the in-use demonstrations for each of our licenses, in the absence of an extension by Industry Canada, could result in Industry Canada commencing a process to afford us the opportunity to demonstrate why the applicable licenses should not be revoked.

Our use of EBS spectrum is subject to privately negotiated lease agreements. Changes in FCC rules governing such lease agreements, contractual disputes with EBS licensees, or failures by EBS licensees to comply with FCC rules could impact our use of the EBS spectrum.

With few exceptions, commercial enterprises are restricted from holding licenses for EBS spectrum. Eligibility for EBS spectrum is limited to accredited educational institutions, governmental organizations engaged in the formal education of enrolled students (e.g., school districts), and nonprofit organizations whose purposes are educational. Access to EBS spectrum can only be gained by commercial enterprises through privately negotiated EBS lease agreements. FCC regulation of EBS leases, private interpretation of EBS lease terms, private contractual disputes, and failure of an EBS licensee to comply with FCC regulations all could impact our use of EBS spectrum and the value of our leased EBS spectrum. The FCC rules permit EBS licensees to enter into lease agreements with a maximum term of 30 years; lease agreements with terms longer than 15 years must contain a “right of review” by the EBS licensee every five years beginning in year 15. The right of review must afford the EBS licensee with an opportunity to review its educational use requirements in light of changes in educational needs, technology, and other relevant factors and to obtain access to such additional services, capacity, support, and/or equipment as the parties shall agree upon in the spectrum leasing arrangement to advance the EBS licensee’s educational mission. A spectrum leasing arrangement may include any mutually agreeable terms designed to accommodate changes in the EBS licensee’s educational use requirements and the commercial lessee’s wireless broadband operations. In addition, the terms of EBS lease agreements are subject to contract

interpretation and disputes could arise with EBS licensees. There can be no assurance that EBS leases will continue for the full lease term, or be extended beyond the current term, or be renewed or extended on terms that are satisfactory to us, or at all. Similarly, since we are not eligible to hold EBS licenses, we must rely on EBS licensees with whom we contract to comply with FCC rules. The failure of an EBS licensee from whom we lease spectrum to comply with the terms of their FCC authorization or FCC rules could result in termination, forfeiture or non-renewal of their authorization, which would negatively impact the amount of spectrum available for our use.

We have no guarantee that the licenses we hold or lease will be renewed.

The FCC generally grants wireless licenses for terms of ten or 15 years, and such licenses are subject to renewal and revocation. FCC rules require all wireless licensees to comply with applicable FCC rules and policies and the Communications Act of 1934, as amended (the “Communications Act”), in order to retain their licenses. For example, licensees must meet certain construction requirements, including making substantial service demonstrations, in order to retain and renew FCC licenses. Failure to comply with FCC requirements with respect to any license could result in revocation or non-renewal of a license. In general, most wireless licensees who meet their construction and/or substantial service requirements are afforded renewal expectancy; however, all FCC license renewals can be challenged in various ways, regardless of whether such challenges have any legal merit. Under FCC rules, licenses continue in effect during the pendency of timely filed renewal applications. Challenges to license renewals, while uncommon, may impact the timing of renewal grants and may impose legal costs. Accordingly, there is no guarantee that licenses we hold or lease will remain in full force and effect or be renewed.

We hold 30 licenses issued by the FCC for WCS spectrum. Renewal applications for all 2.3 GHz WCS licenses, including those issued to us, were due to be filed with the FCC on July 21, 2007. We filed our WCS renewal applications on April 23, 2007. Under FCC rules, licenses continue in effect during the pendency of timely filed renewal applications. We are aware of three parties that made filings purporting to be “competing applications” in response to the renewal applications that we, AT&T, and others filed. The basis on which the third-party filings were made was the alleged failure of WCS licensees to deploy service on WCS spectrum and satisfy substantial service requirements by July 21, 2007. However, on December 1, 2006, the FCC issued a waiver order extending the substantial service deadline for WCS licensees to July 21, 2010. The FCC’s rules contain no procedures for processing “competing applications” filed for WCS spectrum and the FCC has not accepted them for filing. The FCC granted all pending WCS license renewal applications, including those that we filed in April of 2007. However, the grant of these applications was conditioned on the outcome of an ongoing FCC rulemaking proceeding regarding wireless license renewal procedures in which the FCC has proposed to dismiss all pending “competing applications”. There can be no assurance of how the FCC will ultimately treat the “competing applications” or the WCS license renewal applications.

Industry Canada, Canada’s spectrum regulatory body, has similar rules and policies to those of the FCC and therefore the requirements for retention and renewal and the risks of revocation are similar to those stated above. For example, as in the U.S., licensees of Canadian spectrum must comply with construction requirements in order to retain their licenses. Our 83 Canadian licenses each have a 10 year term, 59 of which expire in November 2014 and 24 of which expire in April 2015.

Interference could negatively impact our use of wireless spectrum we hold, lease or use.

Under applicable FCC and equivalent international rules, users of wireless spectrum must comply with technical rules that are intended to eliminate or diminish harmful radiofrequency interference between wireless users. Licensed spectrum is generally entitled to interference protection, subject to technical rules applicable to the radio service, while unlicensed spectrum has no interference protection rights and may be subject to interference caused by other users.

Wireless devices utilizing WCS, BRS and EBS spectrum may be susceptible to interference from Satellite Digital Audio Radio Services (“SDARS”).

Since 1997, the FCC has considered a proposal to permanently authorize terrestrial repeaters for SDARS operations adjacent to the C and D blocks of the WCS band. The FCC has permitted a large number of these SDARS terrestrial repeaters to operate on a special temporary authorization since 2001. Permanently authorizing SDARS repeaters adjacent to the WCS band could cause interference to WCS, BRS and EBS receivers. The extent of the interference from SDARS repeaters is unclear and will depend on the effectiveness of the new rules adopted by the FCC on October 17, 2012 (as further described below) and the operation of SDARS equipment under the new rules. Because WCS C and D block licenses are adjacent to the SDARS spectrum, the potential for interference to this spectrum is of greatest concern to us. We have a lesser magnitude concern regarding interference from SDARS to WCS A and B block licenses, and BRS and EBS licenses. The FCC adopted new technical rules on October 17, 2012, which have not yet become effective, to govern WCS and SDARS operations. Operation of both WCS and SDARS equipment under the new rules could result in interference to our WCS, BRS or EBS spectrum, which could impair the value of this spectrum.

Increasing regulation of the tower industry may make it difficult to deploy new towers and antenna facilities, which could adversely affect the value of certain of our wireless spectrum assets.

Our wireless operations are dependent upon access to towers and antenna sites which are subject to national, state and local regulatory requirements related to registration, zoning, siting, lighting, marking, environmental impacts and maintenance. Network service, enhancements to service and product launches can be delayed or made more expensive due to compliance with these regulatory requirements.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3. Default Upon Senior Securities

None.

ITEM 4. Mine Safety Information

Not Applicable.

ITEM 5. Other Information

None.

ITEM 6. Exhibits


Exhibit No.		Description

4.1		Amended and Restated Purchase Agreement, dated as of August 16, 2012, by and among NextWave Wireless Inc., NextWave Wireless LLC, AWS Wireless Inc., NextWave Broadband Inc., NW Spectrum Co. and NextWave Metropolitan, Inc., certain other guarantors named therein, certain purchasers named therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

4.2		Amended and Restated Second Lien Subordinated Note Purchase Agreement, dated as of August 16, 2012, by and among NextWave Inc., NextWave Wireless LLC, AWS Wireless Inc., NextWave Broadband Inc., NW Spectrum Co. and NextWave Metropolitan, Inc., certain other guarantors named therein, certain purchasers named therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

4.3		Amended and Restated Spinco Third Lien Subordinated Exchange Agreement, dated as of August 16, 2012, by and among NextWave Holdco LLC, NextWave Wireless LLC, AWS Wireless Inc., NextWave Broadband Inc., NW Spectrum Co. and NextWave Metropolitan, Inc., certain other guarantors named therein, certain purchasers named therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

4.4		Amended and Restated Parent Third Lien Subordinated Exchange Agreement, dated as of August 16, 2012, by and among NextWave Inc, NextWave Wireless LLC, AWS Wireless Inc., NextWave Broadband Inc., NW Spectrum Co. and NextWave Metropolitan, Inc., certain other guarantors named therein, certain purchasers named therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.1		Counterpart for Additional Guarantors dated August 16, 2012, by NextWave Holdco LLC and NextWave Metropolitan Inc. (Amended and Restated First Lien Notes) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.2		Counterpart for Additional Guarantors dated August 16, 2012, by NextWave Holdco LLC and NextWave Metropolitan Inc. (Amended and Restated Second Lien Notes) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.3		Amended and Restated Parent Third Lien Guaranty, dated as of August 16, 2012, by and among NextWave Wireless Inc., NextWave Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional Guarantors as defined therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.4		Amended and Restated Spinco Third Lien Guaranty, dated as of August 16, 2012, by and among NextWave Wireless Inc., NextWave Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional Guarantors as defined therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.5		Amended and Restated Pledge and Security Agreement, dated as of August 16, 2012, by and among NextWave Wireless Inc., NextWave Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional Guarantors as defined therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.6		Amended and Restated Second Lien Pledge and Security Agreement, dated as of August 16, 2012, by and among NextWave Wireless Inc., NextWave Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional Guarantors as defined therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).


10.7		Amended and Restated Parent Third Lien Pledge and Security Agreement, dated as of August 16, 2012, by and among Spinco Sub, NextWave Wireless Inc., NextWave Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional Guarantors as defined therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.8		Amended and Restated Spinco Third Lien Pledge and Security Agreement, dated as of August 16, 2012, by and among Spinco Sub, NextWave Wireless Inc., NextWave Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional Guarantors as defined therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.9		Amended and Restated Intercreditor Agreement dated as of August 16, 2012, among NextWave Wireless LLC, NextWave Wireless Inc., NextWave Holdco LLC, their respective subsidiaries party thereto, the First Lien Note Holders party thereto, Wilmington Trust, National Association, as collateral agent for the First Lien Note Holders, the Second Lien Note Holders party thereto, Wilmington Trust, National Association, as collateral agent for the Second Lien Note Holders, the Parent Third Lien Note Holders party thereto, the Spinco Third Lien Note Holders party thereto, and Wilmington Trust, National Association, as collateral agent for the Parent Third Lien Note Holders and the Spinco Third Lien Note Holders (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.10		Call Option/Note Redemption Agreement, dated as of August 16, 2012, among NextWave Wireless LLC, NextWave Holdco LLC, Wilmington Trust, National Association, as noteholder representative and the parties listed on Schedule A attached thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Frank Cassou.

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Francis J. Harding.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Frank Cassou.

32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Francis J. Harding.

101.INS		XBRL Instance Document*

101.SCH		XBRL Taxonomy Extension Schema Document*

101.CAL		XBRL Taxonomy Extension Calculation Linkbase document*

101.DEF		XBRL Taxonomy Extension Definition Linkbase document*

101.LAB		XBRL Taxonomy Extension Label Linkbase document*

101.PRE		XBRL Taxonomy Extension Presentation Linkbase document*

Users of this data are advised that pursuant to Rule 406T of Regulation S-T, this XBRL information is being furnished and not filed herewith for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Sections 11 or 12 of the Securities Act of 1933, as amended, and is not to be incorporated by reference into any filing, or part of any registration statement or prospectus, of NextWave Wireless Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	NEXTWAVE WIRELESS INC. (Registrant)

November 5, 2012	By:	/s/ Francis J. Harding
(Date)	Francis J. Harding
	Executive Vice President and
	Chief Financial Officer

Index to Exhibits


Exhibit No.		Description

4.1		Amended and Restated Purchase Agreement, dated as of August 16, 2012, by and among NextWave Wireless Inc., NextWave Wireless LLC, AWS Wireless Inc., NextWave Broadband Inc., NW Spectrum Co. and NextWave Metropolitan, Inc., certain other guarantors named therein, certain purchasers named therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

4.2		Amended and Restated Second Lien Subordinated Note Purchase Agreement, dated as of August 16, 2012, by and among NextWave Inc., NextWave Wireless LLC, AWS Wireless Inc., NextWave Broadband Inc., NW Spectrum Co. and NextWave Metropolitan, Inc., certain other guarantors named therein, certain purchasers named therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

4.3		Amended and Restated Spinco Third Lien Subordinated Exchange Agreement, dated as of August 16, 2012, by and among NextWave Holdco LLC, NextWave Wireless LLC, AWS Wireless Inc., NextWave Broadband Inc., NW Spectrum Co. and NextWave Metropolitan, Inc., certain other guarantors named therein, certain purchasers named therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

4.4		Amended and Restated Parent Third Lien Subordinated Exchange Agreement, dated as of August 16, 2012, by and among NextWave Inc, NextWave Wireless LLC, AWS Wireless Inc., NextWave Broadband Inc., NW Spectrum Co. and NextWave Metropolitan, Inc., certain other guarantors named therein, certain purchasers named therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.1		Counterpart for Additional Guarantors dated August 16, 2012, by NextWave Holdco LLC and NextWave Metropolitan Inc. (Amended and Restated First Lien Notes) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.2		Counterpart for Additional Guarantors dated August 16, 2012, by NextWave Holdco LLC and NextWave Metropolitan Inc. (Amended and Restated Second Lien Notes) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.3		Amended and Restated Parent Third Lien Guaranty, dated as of August 16, 2012, by and among NextWave Wireless Inc., NextWave Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional Guarantors as defined therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.4		Amended and Restated Spinco Third Lien Guaranty, dated as of August 16, 2012, by and among NextWave Wireless Inc., NextWave Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional Guarantors as defined therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.5		Amended and Restated Pledge and Security Agreement, dated as of August 16, 2012, by and among NextWave Wireless Inc., NextWave Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional Guarantors as defined therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.6		Amended and Restated Second Lien Pledge and Security Agreement, dated as of August 16, 2012, by and among NextWave Wireless Inc., NextWave Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional Guarantors as defined therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.7		Amended and Restated Parent Third Lien Pledge and Security Agreement, dated as of August 16, 2012, by and among Spinco Sub, NextWave Wireless Inc., NextWave Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional Guarantors as defined therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.8		Amended and Restated Spinco Third Lien Pledge and Security Agreement, dated as of August 16, 2012, by and among Spinco Sub, NextWave Wireless Inc., NextWave Wireless LLC, NextWave Broadband Inc., NW Spectrum Co., AWS Wireless Inc., WCS Wireless License Subsidiary, LLC, Additional Guarantors as defined therein and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

10.9		Amended and Restated Intercreditor Agreement dated as of August 16, 2012, among NextWave Wireless LLC, NextWave Wireless Inc., NextWave Holdco LLC, their respective subsidiaries party thereto, the First Lien Note Holders party thereto, Wilmington Trust, National Association, as collateral agent for the First Lien Note Holders, the Second Lien Note Holders party thereto, Wilmington Trust, National Association, as collateral agent for the Second Lien Note Holders, the Parent Third Lien Note Holders party thereto, the Spinco Third Lien Note Holders party thereto, and Wilmington Trust, National Association, as collateral agent for the Parent Third Lien Note Holders and the Spinco Third Lien Note Holders (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).


10.10		Call Option/Note Redemption Agreement, dated as of August 16, 2012, among NextWave Wireless LLC, NextWave Holdco LLC, Wilmington Trust, National Association, as noteholder representative and the parties listed on Schedule A attached thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed August 23, 2012).

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Frank Cassou.

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Francis J. Harding.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Frank Cassou.

32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Francis J. Harding.

101.INS		XBRL Instance Document*

101.SCH		XBRL Taxonomy Extension Schema Document*

101.CAL		XBRL Taxonomy Extension Calculation Linkbase document*

101.DEF		XBRL Taxonomy Extension Definition Linkbase document*

101.LAB		XBRL Taxonomy Extension Label Linkbase document*

101.PRE		XBRL Taxonomy Extension Presentation Linkbase document*

Filing Compare · NextWave Wireless Inc.