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                                                                    EXHIBIT 99.1

                        CERTAIN FACTORS WHICH MAY AFFECT
                           FORWARD LOOKING STATEMENTS

  The following risk factors should be carefully considered by prospective
investors in IWCL or Iridium.

DEVELOPMENT STAGE COMPANY; ABSENCE OF REVENUES

  Iridium is a development stage enterprise with no operating history. There is
no operating or financial data about the IRIDIUM System on which to base an
evaluation of the IRIDIUM System's performance and an investment in IWCL or
Iridium. Iridium currently has no source of revenues other than nominal
interest income. No assurances can be given that the IRIDIUM System will become
commercially operational, or that Iridium will have revenues from operations or
become profitable.

SIGNIFICANT ADDITIONAL FUNDING NEEDS

  Iridium anticipates total funding requirements of approximately $4.4 billion
through September 1998, the month Iridium expects to commence commercial
operations, and $5.3 billion (net of assumed revenues following commercial
activation) through year-end 1999, the last year in which Iridium projects
negative cash flow and a net increase in year-end borrowings. Based on funds
raised or committed to date, Iridium expects to have sufficient cash to meet
its anticipated funding requirements through September 1998, the month Iridium
expects to commence commercial operations. Iridium is seeking other senior bank
financing in order to meet its expected funding requirements through at least
year-end 1999. Iridium's estimated funding requirements do not reflect any
contingency amounts and therefore those requirements may increase, perhaps
substantially, in the event of unexpected cost increases or schedule delays.
There can be no assurance that Iridium will secure the financing it needs to
meet its actual funding requirements.

RISK OF HIGHLY LEVERAGED CAPITAL STRUCTURE

  Iridium is a development stage company with a highly leveraged capital
structure and expects to incur substantial additional indebtedness, including
secured indebtedness. The amount of debt needed to finance the IRIDIUM System
could be increased by one or more factors outside the control of Iridium.
Iridium currently has no significant income-producing assets from which to
service its indebtedness.

POTENTIAL FOR DELAY AND COST OVERRUNS

  Iridium's business plan assumes the IRIDIUM System will commence commercial
operations in September 1998. Motorola's construction schedule for the
satellites in the IRIDIUM System requires an unprecedented rate of satellite
assembly for commercial telecommunications systems. A significant delay in the
delivery of the satellites needed for the space segment would materially and
adversely affect Iridium's operations. A significant delay in the date the
IRIDIUM System becomes fully operational would harm the competitive position of
Iridium by eroding the timing advantages Iridium currently anticipates, would
delay the generation of revenue by Iridium and might significantly affect
Iridium's ability to pay interest on, and the principal of, its indebtedness.

  The operation of the IRIDIUM System is dependent on the successful
construction and operation of gateways. Iridium closely monitors the progress
of each gateway and the construction of nine of the eleven gateway facilities
is substantially complete and authorization for construction of the remaining
two gateways is being sought.  However, there can be no assurance that one or
more gateways will not fail to be completed by the commencement of commercial
operations, which could have a material adverse effect upon Iridium.

  Prior to commencement of commercial operations, Iridium must develop and, in
conjunction with each of the gateway owners, integrate and test software
related to the operation of the IRIDIUM System, including the business support
systems. A significant delay in the development, deployment or implementation
of such software systems would have a material adverse effect on Iridium.





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  Significant delay in the development, manufacture and sale of phones and
pagers would have a material adverse effect on Iridium.  Planned commercial
operation of the IRIDIUM System assumes that commercial quantities of the
portable, hand-held phones, Terrestrial Radio Cassettes and belt-worn pagers
will be ordered approximately six months in advance of expected delivery and
then produced for distribution shortly in advance of the commencement of
commercial operations. There can be no assurance that any such products will be
developed, manufactured and sold on a timely basis.

TECHNOLOGY IMPLEMENTATION RISKS

  To build the IRIDIUM System, Motorola and its subcontractors must integrate a
number of sophisticated technologies. The integration of this array of diverse
technologies is a complex task which has not previously been attempted and is
further complicated by the fact that a significant portion of the hardware
components associated with the IRIDIUM System will be in space.

CONSEQUENCES OF SATELLITE SERVICE LIMITATIONS ON CUSTOMER ACCEPTANCE

  Iridium's ability to generate sufficient operating revenues will depend upon
customer acceptance of and satisfaction with IRIDIUM Services, which in turn
will depend upon a variety of factors, including the price and technical
capabilities of the IRIDIUM Services and equipment, and the extent,
availability and price of alternative telecommunications services.

  Based upon current testing and simulations, IRIDIUM subscribers using IRIDIUM
Satellite Services via portable, hand-held phones should expect some
degradation in service quality and availability to occur in environments where
obstructions, such as trees, buildings and other natural and man-made
obstacles, are positioned between a satellite and the user. The severity of
this degradation will increase as the obstacles become larger and more densely
spaced. In addition, only extremely limited satellite voice service, or no
satellite voice service, is expected to be available in densely packed urban
environments or inside buildings with steel construction and metal coated glass
common in many urban high rise buildings. Also, because the structure of
automobiles will tend to obstruct the satellite signal, use of a hand-held
Iridium phone in a moving automobile will make the effect of environmental
obstructions temporary but more pronounced. The actual limitations will vary,
sometimes significantly, as actual situations and conditions change and as the
satellites move across the sky. The IRIDIUM satellite paging service will also
be unable to provide service in certain environments where terrestrial paging
generally would. While Iridium believes that the addition of Iridium Cellular
Roaming Services ("ICRS") and the availability of multi-mode phones will lessen
the effect of these obstacles by providing access to local cellular service (if
available and if the local cellular provider has an agreement in place with
Iridium) in environments in which the IRIDIUM Satellite Service is unavailable
or degraded, there can be no assurance that the service limitations will not
result in significantly lower sales to professionals and other travelers than
Iridium anticipates.

RISKS RELATED TO ICRS

  Subscribers to Iridium's ICRS service will not experience the
satellite-related service limitations when their multi-mode phone is accessing
local wireless service, for example, in major urban areas. While the
availability of ICRS may lessen somewhat the impact of the satellite-related
service limitations, ICRS will only be available in an area if (i) that area
has an existing wireless system, (ii) the system uses a protocol supported by
Iridium and (iii) that system has a roaming agreement with Iridium.

  In order for Iridium to offer interprotocol ICRS, Motorola entered into a
contract with a third-party supplier to develop, manufacture and deliver the
IIU that will permit protocol translation. However, there can be no assurance
that the required IIU will be delivered on a timely basis.





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<PAGE>   3
SATELLITE LAUNCH RISKS

  In order for the IRIDIUM System to be fully operational under its current
specifications and timetable, Iridium anticipates the need to launch
successfully at least 66 low earth orbit satellites in the 12 to 15 month
period from the first launch on May 5, 1997. Moreover, to maintain the system,
additional satellites are expected to be launched each year during the term of
the Operations and Maintenance Contract. No other commercial satellite
communications system has required this number of launches to become fully
deployed and operational. There can be no assurance that Iridium's satellites
will be successfully deployed in a timely manner or that launch failures,
whether or not deploying IRIDIUM satellites, will not occur and materially and
adversely affect Iridium.

  The terms of the Space System Contract provide that Motorola will bear the
responsibility of launching the satellites that comprise the space segment.
Nevertheless, Iridium retains the risk of cost overruns and delays associated
with excusable delays, including delays in launch provider schedules due to
prior delays of launches of non-IRIDIUM satellites, and the risk of economic
damage due to any delay or reduced performance beyond the limited remedies
provided by the Space System Contract.

LIMITED LIFE OF SATELLITES; COST OF MAINTAINING THE SPACE SEGMENT; RISK OF
SATELLITE FAILURE OR DAMAGE

  A significant portion of Iridium's tangible assets will be represented by the
satellites in the space segment. Iridium's business plan currently assumes that
the satellites will have a useful life of five years. There can be no assurance
that any satellite will actually achieve such a useful life.

  Maintaining the space segment is a complex undertaking which has not
previously been attempted on a commercial basis. The cost of maintaining the
space segment and the risk of loss of satellites are significant. Iridium has
entered into an Operations and Maintenance Contract with Motorola which
provides for the operation and maintenance of the space segment for its first
five years of operation. Iridium has the option to extend the Operations and
Maintenance Contract for an additional two years. Under the Operations and
Maintenance Contract, Iridium will bear the risk of damage to satellites by the
acts of third parties (including but not limited to the degradation or complete
loss of any satellite due to contact with space debris of any size or
character).  Satellites operating in the low earth orbit region, such as the
IRIDIUM satellites, face a higher risk of damage from space debris than
satellites operating in geostationary orbit.

  Premature failure or interruption of one or more satellites, including
temporary losses, that for whatever reason are not promptly corrected or
replaced, could, among other things, cause gaps in service availability,
significantly degrade service quality, increase costs in the event Iridium is
liable, and result in loss of revenue for the period that service is
compromised and, as a result, could materially and adversely affect Iridium.

RISKS ASSOCIATED WITH LICENSING AND SPECTRUM ALLOCATION

  The operation of the IRIDIUM System is and will continue to be subject to
United States and international regulation. This regulation is pervasive and
largely outside Iridium's direct control. Iridium, Motorola, and the various
gateway owners have made substantial progress in taking the steps needed to
implement the IRIDIUM System, but a significant number of additional regulatory
approvals remain to be obtained, in particular with respect to (1) in each
country in which a gateway or system control terminal will be located, the
authorizations to construct and operate those facilities, including necessary
gateway link spectrum assignments, (2) in each country in which IRIDIUM
subscriber equipment will be operated, the authority to market and operate that
equipment with the IRIDIUM System, user link spectrum assignments, and
authorization to offer IRIDIUM communications services, (3) international
coordination of the IRIDIUM System under the auspices of the ITU or domestic
coordination in each country where IRIDIUM Services are offered with other
entities using or proposing to use the spectrum required for the IRIDIUM System
or adjacent spectrum, to ensure the avoidance of harmful interference, and (4)
the domestic allocation in each country of spectrum for MSS and Aeronautical
Mobil Satellite (Route) Service ("AMSRS") use.





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COMPETITIVE RISKS

  Certain sectors of the telecommunications industry are highly competitive in
the United States and in other countries. While no single wireless
communications system serves the global personal communications market today,
Iridium anticipates that more than one system will serve this market in some
fashion in the future. Iridium also expects to face competition from regional
geostationary satellite-based systems. Certain services are already available
to provide roaming services among a number of countries, including those that
use incompatible cellular standards. These services will compete directly with
Iridium's ICRS service and with Iridium's satellite-based phone services for
traveling professionals who travel between or among territories with
incompatible cellular standards. Moreover, it is expected that GSM-based
service will continue to expand its reach (including further into North
America), permitting broader roaming capability by subscribers to such systems
without the need for any interprotocol equipment and with a single phone.
Iridium will also compete for travel customers with businesses that provide
short-term rentals of terrestrial wireless phones capable of operating in
specific countries or regions.

RELIANCE ON MOTOROLA, GATEWAY OWNERS AND OTHER THIRD PARTIES

Construction and Operation of the IRIDIUM System

  Iridium does not independently have and does not intend to acquire, except by
contracting with other parties, the ability to design, develop or produce the
components of the IRIDIUM System or to launch the constellation of satellites
or to operate and maintain the system once it is fully deployed. Motorola has
agreed to provide these services to Iridium under the Space System Contract,
the Operations and Maintenance Contract and the Terrestrial Network Development
Contract. Thus, Iridium currently relies on Motorola to perform these critical
tasks.

  Motorola is also supplying gateway equipment and associated services and
Iridium believes that currently Motorola and Kyocera are the only companies
that are planning to develop and sell subscriber equipment. If for any reason
Motorola or any of its important subcontractors fail to perform as required
under the agreements, the ability of Iridium to implement the IRIDIUM System on
time and within estimated costs and, once implemented, to maintain and operate
the system, could be materially and adversely affected.

  Iridium has obtained commitments from its investors who are gateway operators
that they will use their reasonable best efforts to perform certain critical
functions including: obtaining the necessary licenses, if any, from the
jurisdictions in which they operate; constructing and operating the gateways;
connecting the IRIDIUM System to PSTNs; marketing IRIDIUM Services; selecting,
or acting as, service providers; and managing relations with IRIDIUM System
subscribers either directly or through service providers.  Iridium is dependent
on the activities of its gateway operators for its success. Some gateway
operators are behind schedule in the steps necessary to establish and implement
their gateways. Other gateway operators have indicated that they may not
receive regulatory approvals for some of the countries in their territories at
the anticipated commencement of commercial operations in September 1998.
Motorola has indicated that several gateways are currently late in complying
with some of these conditions.  In particular, the China gateway and the Middle
East-Africa gateway are substantially behind schedule.  Motorola currently
intends to activate the gateway equipment for paging functionality at a portion
of the gateways by September 1998 with the remainder activated by October 1998.

  There can be no assurance that Motorola will be able to meet its gateway
supply commitments or that gateway operators will perform their obligations
under gateway authorization agreements or gateway equipment purchase
agreements.

Distribution and Marketing of IRIDIUM Services

  The sales of IRIDIUM Services and of IRIDIUM subscriber equipment to the
ultimate consumer will be made by service providers which will be, or will be
selected by, Iridium's gateway operators. Iridium's business plan assumes
substantial sales of IRIDIUM subscriber equipment by service providers prior to
the commencement





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of commercial services. Iridium's success will depend upon the ability of such
service providers to generate on a timely basis demand for IRIDIUM Services and
subscriber equipment, and there can be no assurance that such demand can be
generated on a timely basis.

   A number of gateway operators have entered into non-binding memoranda of
understanding with entities that have indicated an interest in becoming IRIDIUM
service providers in their service territories but have not yet executed
definitive agreements to any significant extent. The willingness of companies
to become service providers will be dependent upon a variety of factors
including pricing of services and compensation to service providers, local
regulations and the perceived competitiveness of the IRIDIUM System.

RISKS ASSOCIATED WITH PRINCIPAL SUPPLY CONTRACTS

Space System Contract

   Iridium and Motorola have entered into the Space System Contract which
provides for the payment by Iridium to Motorola of $3.45 billion (subject to
certain adjustments) for the design, development, production and delivery in
orbit of the space segment. As of September  30, 1997, Iridium had paid $2.72
billion of this amount, and all but $150 million of this price is required to
be paid by Iridium before the space segment is determined to be fully
operational. Furthermore, Motorola's aggregate liability under the Space System
Contract and related contracts with Iridium in the event the system is not
operational is limited and in no event is Motorola required under the contract
to refund amounts previously paid by Iridium to Motorola. In addition, subject
to certain exceptions, Iridium bears the risk, including additional costs, if
any, resulting from excusable delays under the Space System Contract, as well
as certain of the risks of loss for satellites once placed in orbit. There can
be no assurance that events constituting "excusable delays" will not arise in
the future, or, if any event constituting an "excusable delay" does arise, that
it will be resolved on terms that are not materially adverse to Iridium.

   The Space System Contract provides that, to the extent Motorola has any
liability to Iridium under the contract for any costs, damages, claims or
losses whatsoever arising out of or related to such contract, or any such
liability under the Operations and Maintenance Contract, the Terrestrial
Network Development Contract or any other contract executed between Iridium and
Motorola in connection with the IRIDIUM System, or any provisions of any of the
foregoing, whether pursued as a breach of contract or as a tort or other cause
of action and whether accruing before or after completion of all the work
required under the contracts, such liability shall be limited to $100 million
in the aggregate.

Operations and Maintenance Contract

   Iridium has also entered into the Operations and Maintenance Contract with
Motorola which obligates Motorola for a period of five years after completion
of the final milestone under the Space System Contract to operate the IRIDIUM
space segment and to exert its best efforts to monitor, upgrade and replace the
hardware and software of the IRIDIUM space segment as necessary to maintain
specified performance levels. Iridium has the right to extend the term of this
contract for an additional two years. This contract provides for specified
increasing quarterly payments by Iridium to Motorola that are expected to
aggregate approximately $2.88 billion, subject to certain adjustments. If
Iridium exercises its option to extend the Operations and Maintenance Contract
for an additional two years, the payments due will be based upon specified
quarterly payments ranging up from $157 million in 2003. Such payments are
expected to aggregate approximately $1.33 billion, subject to certain
adjustments.

   The Operations and Maintenance Contract contains provisions relating to
indemnification, excusable delays, insurance, permits and licenses, waivers of
rights, events of default and other matters similar to those contained in the
Space System Contract. Motorola's liability under the Operations and
Maintenance Contract is limited. In the event that the Space System Contract is
terminated for whatever reason, the Operations and Maintenance Contract will
also terminate.





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Terrestrial Network Development Contract

   Iridium has also entered into the Terrestrial Network Development Contract
with Motorola, pursuant to which Motorola is obligated to design and develop
the gateway hardware and software, and license Iridium to use and permit others
to use intellectual property developed under the contract to procure the
development and manufacture of gateways from sources other than Motorola.
Motorola will be paid a total of approximately $284 million under the contract
in increments tied to the completion of milestones, including those relating to
acceptance tests of the completed gateway design. Motorola's liability under
the Terrestrial Network Development Contract is limited and the contract
contains provisions relating to excusable delays, waivers of rights, events of
default and other matters similar to those contained in the Space System
Contract and the Operations and Maintenance Contract.

CONFLICTS OF INTEREST WITH MOTOROLA

   Motorola has and will have various conflicts of interest with Iridium.
Motorola is the creator and developer of the concept of the IRIDIUM System, the
principal supplier to Iridium, a founding investor of Iridium, a gateway owner,
Iridium's largest Class 1 Interest holder, a holder of warrants to acquire
Class 1 Interests and a warrant to acquire Series M Class 2 Interests and, the
guarantor of Iridium's borrowings under its Guaranteed Bank Facility. Although
Motorola does not by itself control the Iridium Board and is not permitted to
participate in decisions or other actions by Iridium with respect to the Space
System Contract, Operations and Maintenance Contract and the Terrestrial
Network Development Contract, Motorola could in certain situations exercise
significant influence over Iridium.

   Iridium was a wholly-owned subsidiary of Motorola at the time the Space
System Contract and Operations and Maintenance Contract were negotiated and
therefore the negotiations between Iridium and Motorola were not conducted on
an arm's-length basis. Iridium's payment obligations under these agreements are
expected to comprise most of its expenses.

CONFLICTS OF INTEREST WITH GATEWAY OWNERS

   The Iridium Board consists of representatives of certain of the world's
leading telecommunications companies. Almost all of the members of the Iridium
Board have been appointed by investors in Iridium who also are gateway owners
and service providers. Because Iridium will be a supplier to the gateways and
the service providers, the interests of Iridium are expected to conflict in
certain respects with the interests of the gateway owners and the service
providers. For example, this conflict of interest will be relevant in setting
the wholesale prices that Iridium will charge for airtime and other IRIDIUM
Services.

RISK ASSOCIATED WITH INTERNATIONAL OPERATIONS AND DEVELOPING MARKETS

         Since Iridium expects to provide telecommunications services in almost
every country, it is subject to certain multinational operational risks, such
as changes in domestic and foreign government regulations and
telecommunications standards, licensing requirements, tariffs or taxes and
other trade barriers, price, wage and exchange controls, political, social and
economic instability, inflation, and interest rate and currency fluctuations.
The risks enumerated above are often greater in developing countries or
regions.  In addition, although Iridium anticipates that gateway operators and
service providers will make all payments in United States dollars, the
potential lack of available United States currency in developing markets may
prevent gateway operators and service providers in such markets from being able
to do so.  Because Iridium expects to receive most payments in United States
dollars it does not intend to hedge against exchange rate fluctuations.  Under
current United States law, Iridium, as a U.S.  company, may be prohibited from
doing business in Cuba, Iran, Iraq, Libya and North Korea.  These restrictions
may limit, or eliminate entirely, the provision of gateway services or IRIDIUM
Services in these countries.  Motorola and other United States companies may
also be prohibited from selling equipment in these countries.





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