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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K





(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2008

OR



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

For the transition period
from                     to

Commission file number 000-50262





INTELSAT, LTD.

(Exact name of registrant as specified in its charter)







|                                                                     |  |                                     
|-------------------------------------------------------------------- |  | ------------------------------------
|Bermuda                                                              |  | 98-0346003                          
|(State or Other Jurisdiction of Incorporation or Organization)       |  | (I.R.S. Employer Identification No.)
|                                                                     | 
|Wellesley House North, 2nd Floor 90 Pitts Bay Road Pembroke, Bermuda |  | HM 08                               
|(Address of Principal Executive Offices)                             |  | (Zip Code)                          

(441) 294-1650

Registrants telephone number, including area code

Securities registered
pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  x    No   ̈

Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) 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), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ̈    No  x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   ̈    Accelerated filer   ̈    Non-accelerated filer  x    Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈     No  x

The aggregate market value of the registrants voting stock held by non-affiliates is zero. The registrant is a privately held corporation.

As of March 10, 2009, 12,000 common shares, par value $1.00 per share, were outstanding.

Documents incorporated by reference: None









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TABLE OF CONTENTS



|                           |  |                                                                                                              |  |     
|-------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|                           |  |                                                                                                              |  | Page
|Forward-Looking Statements |  | 1                                                                                                           
|                           |  |                                                                                                             
|Part I                     |  |                                                                                                              |  |     
|                           |  |                                                                                                             
|Item 1.                    |  | Business                                                                                                     |  | 3   
|                           |  |                                                                                                             
|Item 1A.                   |  | Risk Factors                                                                                                 |  | 34  
|                           |  |                                                                                                             
|Item 1B.                   |  | Unresolved Staff Comments                                                                                    |  | 46  
|                           |  |                                                                                                             
|Item 2.                    |  | Properties                                                                                                   |  | 46  
|                           |  |                                                                                                             
|Item 3.                    |  | Legal Proceedings                                                                                            |  | 47  
|                           |  |                                                                                                             
|Item 4.                    |  | Submission of Matters to a Vote of Security Holders                                                          |  | 47  
|                           |  |                                                                                                             
|Part II                    |  |                                                                                                              |  |     
|                           |  |                                                                                                             
|Item 5.                    |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities |  | 48  
|                           |  |                                                                                                             
|Item 6.                    |  | Selected Financial Data                                                                                      |  | 48  
|                           |  |                                                                                                             
|Item 7.                    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 50  
|                           |  |                                                                                                             
|Item 7A.                   |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 89  
|                           |  |                                                                                                             
|Item 8.                    |  | Financial Statements and Supplementary Data                                                                  |  | 90  
|                           |  |                                                                                                             
|Item 9.                    |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 90  
|                           |  |                                                                                                             
|Item 9A(T).                |  | Controls and Procedures                                                                                      |  | 90  
|                           |  |                                                                                                             
|Item 9B.                   |  | Other Information                                                                                            |  | 91  
|                           |  |                                                                                                             
|Part III                   |  |                                                                                                              |  |     
|                           |  |                                                                                                             
|Item 10.                   |  | Directors, Executive Officers and Corporate Governance                                                       |  | 92  
|                           |  |                                                                                                             
|Item 11.                   |  | Executive Compensation                                                                                       |  | 95  
|                           |  |                                                                                                             
|Item 12.                   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 115 
|                           |  |                                                                                                             
|Item 13.                   |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 116 
|                           |  |                                                                                                             
|Item 14.                   |  | Principal Accountant Fees and Services                                                                       |  | 119 
|                           |  |                                                                                                             
|Part IV                    |  |                                                                                                              |  |     
|                           |  |                                                                                                             
|Item 15.                   |  | Exhibits and Financial Statement Schedules                                                                   |  | 120 
|                           |  |                                                                                                             
|                           |  | Signatures                                                                                                   |  | 121 
|                           |  |                                                                                                             
|                           |  | Index to Exhibits                                                                                            |  |     
|                           |  |                                                                                                             
|                           |  | Index to Consolidated Financial Statements                                                                   |  | F-1 



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FORWARD-LOOKING STATEMENTS

Some of the statements in this Annual Report on Form 10-K, or Annual Report, constitute forward-looking statements that do not directly or exclusively
relate to historical facts. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for certain forward-looking statements as long as they are identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements.

When used in this Annual Report, the words may, will,  might, should, expect,
plan, anticipate, project, believe, estimate, predict, intend, potential, outlook and continue, and the negative of these terms,
and other similar expressions are intended to identify forward-looking statements and information. Examples of these forward-looking statements include, but are not limited to, statements regarding the following: our goal to sustain our leadership
position in the fixed satellite services (FSS) sector and enhance our free cash flow; our plan to expand the broadcast communities on selected satellites in our fleet; our belief that the direct-to-home transmission of television
programming via satellite could contribute to future growth in the demand for satellite services as programmers seek to add programming to established networks and as new networks develop; our intent to continue to evaluate and pursue strategic
transactions that can broaden our customer base, provide enhanced geographic presence, provide complementary technical and commercial capabilities, further utilize our infrastructure, modify our service application mix, and create operational
efficiencies; our belief that our corporate network customers increasingly require managed services best addressed by a network that combines space and terrestrial infrastructure; our expectation that the FSS sector will experience moderate growth
over the next few years; our expectation that near-term strategic opportunities in the FSS sector may involve smaller, regional or national satellite operators; with respect to video contribution services, our intent to expand our hybrid
infrastructure to grow our business; our expectation that growth in high definition television programming will increase the demand for wholesale satellite capacity; the trends that we believe will impact our revenue and operating expenses in the
future; our assessments regarding how long satellites that have experienced anomalies in the past should be able to provide service on their transponders; our assessment of the risk of additional anomalies occurring on our satellites; our
expectation that certain anomalies will not result in the acceleration of capital expenditures; our plans for satellite launches in the near term; our expected capital expenditures in 2009 and during the next several years; our belief that our
balanced geographic mix provides some protection from adverse regional economic conditions; the impact on our financial position or results of operations of pending legal proceedings; and the impact of the New Sponsors Acquisition Transactions and
the PanAmSat Acquisition Transactions, each as defined in Item 1Business.

The forward-looking statements made in this Annual
Report reflect our intentions, plans, expectations, assumptions and beliefs about future events. These forward-looking statements speak only as of their dates and are not guarantees of future performance or results and are subject to risks,
uncertainties and other factors, many of which are outside of our control. These factors could cause actual results or developments to differ materially from the expectations expressed or implied in the forward-looking statements and include known
and unknown risks. Known risks include, among others, the risks discussed in Item 1ARisk Factors, the political, economic and legal conditions in the markets we are targeting for communications services or in which we operate and other
risks and uncertainties inherent in the telecommunications business in general and the satellite communications business in particular.

Other factors that may cause results or developments to differ materially from the forward-looking statements made in this Annual Report include, but are not limited to:



| |  |  | risks associated with operating our in-orbit satellites;
| | - |  | --------------------------------------------------------



| |  |  | satellite launch failures, satellite launch and construction delays and in-orbit failures or reduced performance;
| | - |  | -----------------------------------------------------------------------------------------------------------------



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| |  |  | potential changes in the number of companies offering commercial satellite launch services and the number of commercial satellite launch opportunities available in
any given time period that could impact our ability to timely schedule future launches and the prices we have to pay for such launches;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to obtain new satellite insurance policies with financially viable insurance carriers on commercially reasonable terms or at all, as well as the ability
of our insurance carriers to fulfill their obligations;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | possible future losses on satellites that are not adequately covered by insurance;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | domestic and international government regulation;
| | - |  | -------------------------------------------------



| |  |  | changes in our revenue backlog or expected revenue backlog for future services;
| | - |  | -------------------------------------------------------------------------------



| |  |  | pricing pressure and overcapacity in the markets in which we compete;
| | - |  | ---------------------------------------------------------------------



| |  |  | inadequate access to capital markets;
| | - |  | -------------------------------------



| |  |  | the competitive environment in which we operate;
| | - |  | ------------------------------------------------



| |  |  | customer defaults on their obligations owed to us;
| | - |  | --------------------------------------------------



| |  |  | our international operations and other uncertainties associated with doing business internationally;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | litigation; and
| | - |  | ---------------



| |  |  | other risks discussed under Item 1ARisk Factors.
| | - |  | -------------------------------------------------

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee our future results, level of activity, performance or achievements. Because actual results
could differ materially from our intentions, plans, expectations, assumptions and beliefs about the future, you are urged not to rely on forward-looking statements in this Annual Report and to view all forward-looking statements made in this Annual
Report with caution. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



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PART I



|Item 1. | Business
|------- | --------

In this Annual Report, unless
otherwise indicated or the context otherwise requires, (1) the terms we, us, our and the Company refer to Intelsat, Ltd. and its currently existing subsidiaries on a consolidated basis,
(2) the terms Serafinaand Intelsat Global Subsidiary refer to Intelsat Global Subsidiary, Ltd. (formerly known as Serafina Acquisition Limited), (3) the terms Serafina Holdings and Intelsat
Global refer to Intelsat Global, Ltd. (formerly known as Serafina Holdings Limited), (4) the term Intelsat Bermuda refers to Intelsat (Bermuda), Ltd., Intelsat, Ltd.s direct wholly-owned subsidiary, (5) the term
Intelsat Jackson refers to Intelsat Jackson Holdings, Ltd., a direct subsidiary of Intelsat Bermuda, (6) the term Intermediate Holdco refers to Intelsat Intermediate Holding Company, Ltd., Intelsat Jacksons direct
wholly-owned subsidiary, (7) the term Intelsat Sub Holdco refers to Intelsat Subsidiary Holding Company, Ltd., Intermediate Holdcos direct wholly-owned subsidiary, (8) the term Intelsat Holdings refers to our
parent, Intelsat Holdings, Ltd., (9) the term PanAmSat Holdco refers to PanAmSat Holding Corporation, and not to its subsidiaries, prior to the PanAmSat Acquisition Transactions (as defined below) and the term Intelsat Holding
Corporation refers to Intelsat Holding Corporation, and not to its subsidiaries, thereafter, (10) the terms Intelsat Corp and Intelsat Corporation refer to PanAmSat Corporation prior to the PanAmSat Acquisition
Transactions and Intelsat Corporation thereafter, (11) the term PanAmSat refers to PanAmSat Holding Corporation and its subsidiaries on a consolidated basis prior to the PanAmSat Acquisition Transactions, and (12) the term
PanAmSat Acquisition Transactions refers to our acquisition of PanAmSat and the related transactions, and the term New Sponsors Acquisition Transactions refers to the acquisition of Intelsat Holdings by Serafina and the
related transactions, each as discussed under Item 7Managements Discussion and Analysis of Financial Condition and Results of OperationsImpact of Significant Transactions. We refer to Intelsat General Corporation, our
government business subsidiary, as Intelsat General. In this Annual Report, unless the context otherwise requires, all references to transponder capacity or demand refer to transponder capacity or demand in the C-band and Ku-band only.

Our Company

We are a leading
provider of fixed satellite services worldwide. We have provided communications capacity for milestone events since our founding in 1964, including transmitting worldwide the video signals of the first moon walk, providing the hot line
connecting the White House and the Kremlin and transmitting live television coverage of every Olympics since 1968.

Our goal is to connect
people and businesses around the world with reliable, flexible and innovative communications services. We provide service on a global fleet of 52 satellites and seven owned teleports and terrestrial facilities. We supply video, data and voice
connectivity in approximately 200 countries and territories for approximately 1,800 customers, with many of which we have had relationships for over 30 years. Our business is diversified by service offering, customer group, satellite and geography,
which reduces our market and operating risk. Our broad customer base includes some of the worlds leading media and communications companies, multinational corporations, Internet service providers (ISPs) and government/military
organizations. Our customers access our capacity through our extensive service offerings, which include transponder services, hybrid managed services combining satellite capacity and terrestrial facilities and channel services.

We operate in an attractive, well-developed sector of the satellite communications industry, which is benefiting from increasing demand for fixed
satellite services capacity from both private industry and governments. The fixed satellite services sector is characterized by steady and predictable contracted revenue streams, high operating margins, strong cash flows and long-term contractual
commitments. As of December 31, 2008, our revenue backlog, which is based on long-term customer commitments of up to 15 years, was approximately $8.8 billion, approximately 97% of which relates to contracts that are non-cancelable or cancelable
only upon payment of substantial termination fees. For the combined year ended December 31, 2008, we generated revenue of $2.4 billion.



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We have the largest, most flexible and one of the most reliable satellite fleets in the world, covering
over 99% of the worlds population. We operate our fleet with a fully integrated satellite operations model which features two operations centers connected by redundant fiber, resulting in a robust monitoring and control system that we believe
is unrivaled in our industry. Our satellite fleet is complemented by a terrestrial network of teleports, points of presence and leased fiber links that we use to carry traffic and provide satellite access for our customers. The flexibility of our
fleet allows us to respond quickly to changes in market conditions and customer demand in order to maximize our revenue and profitability. We use a disciplined capacity management program to increase the financial returns on our satellite fleet.
Examples of our capacity management program include building satellite neighborhoods around key applications such as direct-to-home, or DTH, video, loading traffic on transponders more efficiently, repointing the beams of certain satellites to bring
additional capacity to areas of unmet demand, and relocating satellites to orbital locations that offer improved revenue opportunities. Our capacity management program allows us to take a more strategic approach to our fleet replacement cycle, which
we believe results in capital expense savings since some retiring satellites are not being replaced on a one-for-one basis. We believe our capacity management program will increase returns on our assets, enhance the value of our orbital locations,
and maximize the marketable capacity of our global fleet.

We continually invest in our communications network in response to the needs of
our customers and opportunities in the marketplace, and to address risk management considerations. We have spent $966.1 million on satellites and other property and equipment from January 2007 to December 2008, during which time we launched four
satellites and had several others under construction. The average remaining service life of our satellites was approximately 7.9 years as of December 31, 2008, weighted on the basis of nominally available capacity for the 45 station-kept
satellites of the 54 satellites we operated at that time.

Fixed satellite services are an integral part of the global communications
infrastructure. Our customers use our services because of the distinct technical and economic benefits satellite services provide for certain applications. Satellites provide a number of advantages over terrestrial communications systems, including
ubiquitous coverage, the ability to broadcast signals to many locations simultaneously and independence from terrestrial infrastructure, including points of congestion or unreliability. Satellites allow equal access to bandwidth regardless of
location, density of population or availability of terrestrial infrastructure. This feature, combined with the ability of satellites to simultaneously broadcast high quality, secure signals from a single location to many locations, results in a cost
efficient distribution medium for video signals. Corporations, network providers and governments use satellite solutions because the technology provides a secure, easily replicated network platform that can be deployed quickly, and across many
different regions, simplifying overall network topologies. The ability of satellites to provide instant communications makes them desirable for disaster recovery and military applications.

The global fixed satellite services, or FSS, sector is expected to generate revenues of approximately $9.3 billion in 2009 according to NSR,a leading international market research and consulting firm specializing in satellite and wireless technology and applications. There are multiple growth areas that we believe will drive the continued expansion of the FSS industry.



| |  |  | Video: Video distribution services for applications such as high definition television, or HDTV, DTH television platforms, and delivery of globalized content
are expected to be a source of growth. The increased transmission of HDTV signals requires greater transmission capacity than standard definition signals. Continuing deregulation is expected to create new DTH television platform operators in
numerous international markets. Programmers routinely distribute news, sports and entertainment to audiences in multiple geographic markets.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Data networks: The demand from global organizations for large, cost-effective, private, corporate networks made possible through the combination of broad
geographic satellite coverage and the use of very small aperture terminals, or VSATs, is expected to be a source of growth. Satellite-based data networks are expected to grow especially in international markets where terrestrial networks are not
well developed and where broadband Internet access is a business necessity.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Mobility: Efforts by consumer communications companies to combine video services and telephony into a single platform, wired or mobile, should also benefit
the FSS industry through increased requirements for the broadcast of video services to new and developing networks. Wireless operators also require satellite capacity for backhaul services that provide a cost-efficient means to rapidly expand their
service areas.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Hybrid satellite-fiber solutions: The combination of our satellites and terrestrial facilities enables us to provide hybrid managed services to our
customers, which they use primarily for video and Internet-related services. This is an area which has experienced rapid growth over the last several years, and which we believe will continue to offer growth opportunities within the industry.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In total, C- and Ku-band transponder service revenue in the FSS sector is expected to grow at a compound annual growth
rate, or CAGR, of 4.6% from 2009 to 2014 according to NSR.

Recent Debt Transactions

On February 12, 2009, our indirect subsidiary, Intelsat Sub Holdco, purchased $114.2 million
of Intelsat, Ltd.s outstanding 75/8% Senior Notes due 2012 for $93.3 million and $346.5 million of Intelsat, Ltd.s
outstanding 61/2% Senior Notes due 2013 for $254.6 million pursuant to a cash tender offer (the Tender Offer).
Intelsat Sub Holdco funded the Tender Offer through an offering of $400.0 million aggregate principal amount at maturity of 87/8% Senior Notes due 2015, Series B, completed on February 12, 2009, which yielded $348.3 million of cash proceeds at issuance (the 2009 Sub Holdco Notes Offering), together with cash on hand. The new notes have terms
substantially similar to Intelsat Sub Holdcos outstanding 87/8% Senior Notes due 2015 issued in June 2008.

Significant Transactions

The New
Sponsors Acquisition Transactions

On February 4, 2008, Serafina completed its acquisition of 100% of the equity ownership of
Intelsat Holdings (the New Sponsors Acquisition) for total cash consideration of approximately $5.0 billion, pursuant to a share purchase agreement among Serafina, Intelsat Holdings, certain shareholders of Intelsat Holdings and Serafina
Holdings (the BC Share Purchase Agreement). Serafina Holdings is an entity newly formed by funds controlled by BC Partners Holdings Limited (the BCEC Funds) and certain other investors. Subsequent to the execution of the BC
Share Purchase Agreement, two investment funds controlled by Silver Lake Partners, L.P. (Silver Lake Partners) and other equity investors joined the BCEC Funds as the equity sponsors of Serafina Holdings. We refer to the BCEC Funds, the
Silver Lake Partners funds and the other equity sponsors collectively as the New Sponsors. As a result of completion of the New Sponsors Acquisition and related financing transactions, we and our subsidiaries assumed aggregate net incremental debt
of approximately $3.7 billion. See Item 7Managements Discussion and Analysis of Financial Condition and Results of OperationsImpact of Significant TransactionsThe New Sponsors Acquisition Transactions.

The PanAmSat Acquisition Transactions

On
August 28, 2005, Intelsat Bermuda, PanAmSat Holdco and Proton Acquisition Corporation, a wholly-owned subsidiary of Intelsat Bermuda (Merger Sub), signed a definitive merger agreement pursuant to which Intelsat Bermuda acquired all
of the outstanding equity interests in PanAmSat Holdco for $25.00 per common share in cash, or approximately $3.2 billion in the aggregate (plus approximately $0.00927 per share as the pro rata share of undeclared regular quarterly dividends). Upon
completion of the PanAmSat Acquisition Transactions on July 3, 2006, PanAmSat Holdco and Intelsat Sub Holdco became separate direct or indirect wholly-owned subsidiaries of Intelsat Bermuda. As part of this transaction, approximately $3.2
billion in existing debt of PanAmSat Holdco and its subsidiaries was either refinanced or remained outstanding. Concurrently with the PanAmSat Acquisition Transactions, Intelsat General, the entity that operates our government services business,
purchased the government services business of PanAmSat. The PanAmSat Acquisition Transactions are described in further detail below in Item 7Managements Discussion and Analysis of Financial Condition and Results of
OperationsImpact of Significant TransactionsThe PanAmSat Acquisition Transactions.



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Our Customer Sectors

We provide satellite capacity and related communications services for the transmission of video, data and voice signals. Our customer contracts offer different service types, which fall primarily into four categories:
transponder services, managed services, channel services and mobile satellite services. Our services are provided to three primary customer sectors: media, network services, and government. We also perform satellite-related consulting and technical
services for various third parties. For details regarding the distribution of our revenue by geographic region and service type, refer to Note 16Business and Geographic Segment Information to our consolidated financial statements appearing
elsewhere in this Annual Report.

Media

The media sector represented approximately 34% of our revenue for the combined year ended December 31, 2008. Video applications currently use more FSS capacity than any other application, representing approximately 70% of total global
C- and Ku-band FSS transponder revenue in 2008, with North America and Europe being the largest users of satellite capacity for video applications, according to NSR. We provide satellite transponder capacity and other satellite and
terrestrial services for the transmission of entertainment, news, sports and educational programming for approximately 300 content providers worldwide. Our video services are comprised of three categories: video distribution services, DTH television
services and video contribution services.

Video Distribution Services. Our primary video distribution service is the full-time
transmission of television programming to cable systems, network affiliates and other redistribution systems. Our video distribution services are characterized by long-term contracts with premier media companies and content providers. These
companies contract for dedicated transponder services from us, both on our satellites in orbit and those planned for launch in the future. We also offer bundled, value-added services that include satellite capacity, digital encoding of video
channels and, if required, up-linking and down-linking services to and from our satellites and teleport facilities.

DTH Television
Services. Most of our satellites are capable of providing DTH services through the use of high-powered, Ku-band spot beams that transmit over specific geographic areas. DTH service providers contract for transponder services from us, and our
satellites provide the platform for the services they provide to their customers. These services deliver a package of television programming channels directly to a consumers home from our satellites.

Video Contribution Services. We provide broadcasters with full-time satellite services for the transmission of news, sports and entertainment
segments from a remote location to their network affiliates or broadcast centers within the United States and around the world. Broadcasters use our contribution capacity to consolidate programming from various locations and assemble it in one
central location for the final programming product. This service provides broadcasters with a dedicated transmission pipeline for the full-time retrieval of programming segments.

Our video contribution services also include occasional use services through which we provide broadcasters with satellite transmission services on a
short-term basis, designed to enable broadcasters to conduct on-the-scene transmissions from special events and to receive the transmissions at their broadcast centers or affiliate stations. These occasional use services use our terrestrial
infrastructure and our GlobalConnex managed services, including leased fiber facilities, which enable us to capture and transport high definition content for cable and broadcast distribution. In addition to short-term services for special events
coverage, we have long-term transponder services agreements with certain satellite services resellers in the United States, which package domestic U.S. transponder capacity for their broadcast, business, educational and government customers. Our
occasional use services help us take advantage of unutilized capacity on our satellites and are complementary to other services we offer. As these services are not typically long-term in nature, the revenue we derive from them is not a significant
portion of our contracted backlog.



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Highlights of our media business include the following:



| |  |  | Of our 52 satellites, 27 are part of video neighborhoods around the world, with 11 serving the United States, four serving Latin America, five serving Asia, four
serving Europe, and three serving Africa and the Middle East.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In North America, we believe that we are the leading provider of FSS capacity for the distribution of high definition and cable programming. We also believe that we
are one of the leading providers of FSS capacity for ethnic programming distribution in North America, with approximately 200 channels broadcast.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are a leading provider of FSS capacity for DTH services, delivering programming to millions of viewers and supporting approximately 30 DTH platforms around the
world.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Global C- and Ku-band transponder demand and revenue for FSS video applications is forecasted to grow overall at CAGRs of approximately 5.1% and 5.5%, respectively,
from 2009 to 2014, according to NSR.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our revenue from video applications is highly predictable given agreement terms of up to 15 years, and benefits from primarily non-cancelable contracts.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

Network Services

The network services sector represented 49% of our revenue for the combined year ended December 31, 2008. We provide transponder services and managed services to data and Internet protocol, or IP, service providers, telecommunications
carriers, wireless operators and multinational corporations and entities for the transmission of data, voice and video communications globally. We also provide point-to-point channel services to telecommunications carriers to enable voice and data
services to countries and territories that lack terrestrial cable interconnections.

One of the ways we have grown our business is by
providing satellite services which enable private data networks such as VSAT networks. We provide satellite services to companies that furnish broadband networks for end users in the United States, Latin America, Europe, the Middle East, Africa and
Asia. We also provide capacity directly to owner-operators of networks. These rooftop-to-rooftop VSAT networks provide dedicated, proprietary one-way and two-way communications links among multiple business sites. VSAT network end users include
retail chains for rapid credit card authorization and inventory control, banks for the connection of automated teller machines to processing computers and news agencies for the timely dissemination of news and financial information. VSAT network end
users also include residential and small and medium-sized enterprises that use these satellite-based services for broadband access.

We
have historically served providers of telecommunications services, and in many cases we are the exclusive means for global operators to reach certain remote countries. In the last several years, we have grown our revenues by also providing managed
services such as GlobalConnex to broadband service providers and ISPs. Network service providers that target regional markets or vertical markets, such as maritime and oil and gas, use our transponder services and managed services in their
respective service offerings. We have also grown our network services business by selling transponder services to mobile operators in developing regions for wireless network expansion applications. We believe that we will continue to earn a
significant portion of our revenue from our network services sector in the near term, due to the continuing demand for broadband connectivity, the growing requirement for mobile services and the continued growth of Internet services and
applications.

Highlights of our network services business include the following:



| |  |  | We believe we are the leading provider of satellite capacity for voice and data applications, derived from data presented by Euroconsult, a leading
international research and consulting company specializing in space satellite communications and broadcasting.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | We believe we are the leading provider of satellite capacity for satellite-based private data networks, including VSAT networks. C- and Ku-band transponder demand
for VSAT services is expected to grow at a CAGR of 8.0% from 2009 to 2014, according to NSR.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We believe that the demand for satellite capacity for certain niche voice and data applications will continue to grow. For example, the proliferation of wireless
services worldwide has created demand for our satellite services for backhaul and network extensions in developing regions, due to unreliable or non-existent terrestrial infrastructure. NSRexpects transponder demand for cellular backhaul via
satellite to grow by approximately one hundred forty-six 36 MHz transponders from 2009 to 2014, representing an 11.3% CAGR.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The growth in Internet applications and broadband Internet access demand is driving growth in our GlobalConnex managed services for network service providers in
developing countries. Our managed services business, for which annual revenue has grown from approximately $8 million in 2002 to approximately $303 million for the combined year ended December 31, 2008, is marketed to deregulated and
competitive service providers, including corporate users and ISPs, which require end-to-end satellite solutions. Our strength in voice and data services, established customer relationships and extensive satellite and terrestrial network should allow
us to benefit as customers increasingly look for more integrated services to meet their communications needs.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Government

The government sector represented 15% of our revenue for the combined year ended December 31, 2008. Our government business provides a
range of sustainable, cost-effective, secure communications solutions to U.S. and European government end users and the integrators that serve them. Our government business offers its customers satellite capacity, ground terminals and turnkey
communication solutions for fixed and mobile applications. In some instances, our solutions include transponder capacity or other services provided by other mobile and fixed satellite service operators. Our government business has a dedicated team
of satellite professionals skilled in every facet of satellite communications and with significant experience in serving the government sector.

Highlights of our government business include the following:



| |  |  | We are a leading FSS provider of government satellite services, as determined by a comparison by Euroconsult of the government market size to the revenues
generated by our government business, Intelsat General.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The reliability and size of our fleet allows us to address changing demand for satellite coverage and to provide mission-critical communications capabilities.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The U.S. government and military is one of the largest users of commercial FSS satellites for government/military applications on a global basis. We currently serve
more than 200 end users, either directly or as a sub-contractor.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Satellite-Related Services

The satellite-related services sector represented 2% of our revenue for the combined year ended December 31, 2008. We perform satellite-related
consulting and technical services for various third parties. These services include satellite and launch vehicle construction program management, launch vehicle and satellite procurement, and telemetry, tracking and control (TT&C)
services for satellites owned by other satellite operators.



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Our Strengths

Our business is characterized by the following key strengths:

Leading FSS Position in Growing Regions and Customer Sectors

We are one of the largest FSS providers and, based on the number of transponders contracted, we hold the leading position in each
of our customer sectors. As a result of our scale and leadership position in the regions and customer sectors served by our network, we expect to benefit from the following key growth areas in our industry:



| |  |  | Video distribution: We are a leading transmission platform for the distribution of video programming to cable systems in North America and in other regions
throughout the world. Through a combination of our long-standing customer relationships, key North American orbital slots, leading anchor tenant cable channels and reception of our signals by approximately 8,000 qualified cable
head-ends, we have been successful in creating cable neighborhoods. These cable neighborhoods are a powerful tool in attracting and retaining customers because ground infrastructure is specifically designed to receive information from
our satellites, making switching costs significant. Our cable neighborhoods include channels in the rapidly growing non-English language and ethnic programming market. Our Galaxy 19 satellite carries approximately 179 channels offering ethnic
programming, including many that are brought to the United States on our system, and we believe that the Galaxy 19 satellite carries more non-English and non-Spanish language programming than any other satellite in North America.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | High definition television: We intend to utilize our position and strategically-located capacity to better serve the rapidly growing high definition demand
in the cable and broadcast arcs. Today we operate one of North Americas largest high definition, or HD, neighborhoods on our Galaxy 13 satellite and distribute HD programming on many of our satellites serving other regions. The number of HDTV
channels distributed to broadcasters and cable communities worldwide by FSS operators is forecasted to increase from 493 to 1,004 channels between 2009 and 2014, according to NSR.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Direct-to-home providers: We are a leading provider of FSS capacity for global DTH services. In international markets, DTH platform operators rely upon FSS
capacity in order to deliver their programming services to their subscribers, and 27 of these DTH platform operators deliver their programming on Intelsat satellites. We provide content to millions of households in regions including Latin America,
Eastern Europe and Africa. We will continue to focus DTH marketing efforts on these high-growth regions where we believe that our satellite capacity is well-positioned. Given the flexible nature of our capacity, including the ability to reconfigure
beam coverage on a number of our satellites in response to customer demand, we believe we will be able to respond quickly to new customer requirements as they develop. According to NSR, the demand for C- and Ku-band FSS capacity used for DTH
services is expected to grow at a CAGR of approximately 5.4% between 2009 and 2014.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Data and telecommunications services: We are the leading provider of FSS capacity for satellite voice and data services worldwide. As the worlds first
satellite company, we have relationships with virtually every incumbent telecommunications operator in every country in the world. Our leading position with telecommunications and data networking customers has allowed us to benefit from a number of
recent trends, including the growth in wireless networks, which has resulted in increased demand for capacity to be used for wireless expansion services, and the growth in demand for broadband services, which support IP-related applications, such as
Internet access and Voice over Internet Protocol, or VoIP. These trends have resulted in increased satellite demand for our services in developing regions and in vertical markets such as the maritime and oil and gas sectors. In the future, we
believe our leadership in providing network services will position us to benefit from new demand for FSS capacity supporting mobile broadband solutions to vertical markets such as maritime services.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Government/military: We are the leading FSS provider of commercial satellite services to the government sector, providing satellite capacity, managed
services and turn-key services to our customers. We attribute our strength in this area to the flexibility of our satellite fleet and the reliability of our satellites in
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | transmitting mission-critical communications. We intend to utilize our well established customer relationships, enhanced capabilities and the increased scale
of our fleet as a result of the PanAmSat Acquisition Transactions to strengthen our position with both military and civilian customers in this sector. Government and military customers currently rely on commercial satellite capacity for a growing
portion of their mission-critical communications and customized managed services.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Stable and Diverse Revenue Generation

Our revenue and backlog are diversified among service sectors, geographic regions, satellites and customers. We currently expect to deliver
services associated with approximately $2.0 billion, or approximately 22% of our December 31, 2008 backlog, over the year ending December 31, 2009. Our backlog provides significant near-term revenue visibility, particularly since
approximately 97% of our total backlog as of December 31, 2008 relates to contracts that either are non-cancelable or cancelable only upon payment of substantial termination fees. Our backlog is our expected future revenue under all our
customer contracts, but includes only our pro rata share of backlog of our joint venture investments. In the last three years, at the beginning of each year the current year portion of our backlog represented on average approximately 77% of that
years actual revenue. See Item 7Managements Discussion and Analysis of Financial Condition and Results of OperationsBacklog for further information regarding our backlog.

No single satellite generated more than 4% of our revenue and no single customer accounted for more than 5% of our revenue during the combined year ended
December 31, 2008. The diversity of our revenue base enables us to capitalize on changing market conditions and mitigates the impact of fluctuations in any specific service sector or geographic region and difficulties that any one customer may
experience. The resilience of our fleet also reduces the financial impact of satellite failures and protects against service interruption.

We believe our substantial backlog provides both significant near-term revenue visibility as well as a reliable stream of future revenues. As of December 31, 2008, our revenue backlog was approximately $8.8 billion. Our backlog
has increased over the past year, despite our being between renewal cycles on our major media contracts, which would usually result in a declining trend. By region and service sector, our backlog as of December 31, 2008 was as follows:

LOGO

Note: Regional designation for backlog is based on customer billing address.



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Established Relationships with Premier Customers

We provide satellite services to approximately 1,800 customers, including many of the worlds leading media and broadcasting organizations,
multinational corporations, telecommunications companies, ISPs and government/military entities. We have developed close, long-standing relationships with our customers, serving many of our largest customers for over 30 years. In most cases, our
services are mission critical to the delivery of our customers services. We believe we are recognized by our customers as a resource for technical excellence and a partner in optimizing the performance of their networks. In most cases, our
services are mission critical to the delivery of our customers services. The following table includes examples of our customers for each service sector:



|                        |  |                                                                                                                                                                                                                                                              
|----------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Service Sector Category |  | Selected Customers                                                                                                                                                                                                                                           
|Media                   |  | Arqiva, Discovery Communications, Fox Entertainment Group, Home Box Office, Multichoice Ltd., NHK, SKY Brazil, SKY Latin America, SKY Mexico, Starz Encore Group, The DIRECTV Group, The Walt
Disney Company, Time Warner, Turner Broadcasting System, Viacom
|                        | 
|Network Services        |  | AT&T, British Telecommunications, Cable and Wireless, Central Bank of the Russian Federation, China Netcom, Gateway Communications, Hughes Network Systems, PT Indosat, Schlumberger,
Sprint Nextel, TelMex, The World Bank, United Nations, Vizada, Vodacom 
|                        | 
|Government              |  | Artel, National Oceanic and Atmospheric Administration, U.S. Department of Defenses Armed Forces Radio & Television Service, U.S. Department of State, U.S. Navy                                                                                            

Cash Flow Generation

Our strong operating profits, disciplined approach to capital expenditures and culture of continuous operational improvement enable our business to generate significant cash flows from operations. The FSS sector
requires sizable investment to develop and launch satellites. However, once satellites are operational, costs do not vary significantly, creating operating leverage which generates high margins and strong free cash flow from operations.

We continually invest in our communications network in response to the needs of our customers and opportunities in the marketplace, and to address
risk management considerations. We have spent $966.1 million on satellites and other property and equipment from January 2007 to December 2008 during which period we launched four satellites and had several others under construction. The average
fill rate and remaining service life of our 45 station-kept satellites as of December 31, 2008 were approximately 82.7% and 7.9 years, respectively. As a result, we have the ability to expand our customer and revenue base without
significant increases in operating costs. Since the PanAmSat Acquisition Transactions in 2006, we have rationalized the size of our fleet and are consolidating the number of orbital locations required to serve our customers. Our capital allocation
decisions are based on the expected return on invested capital and market demand, and we will be prudent in the selection of the number, size and characteristics of replacement and new satellites to be launched.

We are also growing our business and see new opportunities to expand the services we provide. Because of our scale and efficient operating structure, we
believe we can capture new business growth without incurring significant additional costs. We believe our efficient operating profile will enable us to generate significant cash flow from operations as our revenues increase.



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Leading Global Fleet and Infrastructure

We believe that we have one of the worlds largest and most technologically advanced commercial communications systems, comprised of a fleet of
geosynchronous satellites, teleports, points of presence and leased and owned fiber. Our global system features 52 satellites that cover over 99% of the worlds population and includes C- and Ku-band satellite capacity that serves approximately
200 countries and territories.

The scale and composition of our fleet provides us with flexibility and resilience. Our orbital locations
are numerous and well-placed, such that each region of the globe is served by multiple satellites of our fleet. We believe we have adequate redundancy within our in-orbit capacity, and currently have one in-orbit satellite serving in a back-up
position. To provide further resilience, many of our satellites are equipped with steerable beams that can be moved in order to provide supplemental capacity to restore service following an anomaly. We manage our global satellite fleet on a fully
integrated basis, with a common software interface used for satellite management and control. Our east coast satellite operations center is used primarily to operate all of our owned satellites, and our west coast satellite operations center is used
primarily to operate third-party satellites. Each of the centers can provide instantaneous restoration in the case of natural disasters or other events resulting in the loss of the other center. We also have terrestrial assets consisting of
teleports, points of presence and leased fiber connectivity that complement our satellite network and provide for flexibility in providing service on certain routes. Our terrestrial assets are core to our hybrid managed services, and also provide
customers with global access to our fleet.

Our industry-leading satellite fleet and terrestrial infrastructure, as well as our flexibility
and ability to offer comprehensive managed services, allow us to provide integrated worldwide distribution and transmission services, reducing our customers risk of data loss and service interruptions.

Technical Excellence in Satellite Procurement and Operations

As the worlds first satellite operator, we benefit from over 40 years of technical and commercial experience in building and operating satellite fleets. Our technical excellence routinely results in our being
able to fly a satellite long past its design life, and in most cases well beyond the orbital maneuver life estimated at satellite launch, resulting in additional years of revenue-generating life and enhancing our return on our fleet investment. Even
though we are replacing only a small portion of our fleet in any year, we are still one of the worlds largest buyers of commercial satellites and launch vehicles due to the scale of our fleet. We use our proficiency in designing and procuring
satellite systems and launch vehicles, together with an ability to generate volume discounts from satellite manufacturers and launch providers, to benefit our business. We further increase our economies of scale by selling satellite-related
consulting and other services to other satellite operators that seek our expertise in designing, building, buying and operating satellites.

Track
Record of Product Innovation

We have a core competency in product innovation, as evidenced by the growth of our managed services
offerings, known as GlobalConnex, which address increasing customer demand for more integrated services. We have utilized our leadership in providing video, data and voice services for customers, as well as our global network, technical expertise
and well-established customer relationships, to offer a comprehensive managed services platform. For example, in 2007 we added a GlobalConnex service to provide broadband connectivity to the maritime industry. Our service offering includes automatic
beam switching technology, which automatically adjusts user hardware to new satellite coordinates as the vessel travels across beam and satellite coverages. This innovative service offering delivers a continuous broadband connection at a flat rate
per vessel, and is based upon C-band capacity which is underutilized in certain geographic markets. We will continue to operate as a leader of innovation within our industry and explore value-creating opportunities to complement our existing
businesses.



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Our Business Strategy

We are pursuing a business strategy which features four initiatives to build on our competitive position and to address attractive new business opportunities. We believe that these strategies for profitable growth, in
combination with our culture of continuous improvement, will enable us to increase our revenues and operating cash flows.

Grow Our Business by
Focusing on High Growth Regions and Applications

We have an industry-leading position in every sector that we serve. We believe
that the media, network services, and government sectors represent opportunities for revenue growth over the long-term for operators in the FSS industry. We intend to focus our resources on further penetrating the most attractive regions and
applications in these sectors in order to increase our profitability and free cash flow.

Media

We intend to maintain and strengthen our leadership in media services by continuing to capitalize on the strength of our video neighborhoods, maintaining
and growing our leadership position in HDTV distribution and expanding our services for DTH platform operators. We believe that we are well positioned to grow both the distribution and contribution portions of our video business by continuing to
develop and expand our cable neighborhoods in the United States, South America and the Asia-Pacific region, and to build our neighborhood in Europe. As cable operators expand their channel capacities, we have the opportunity to benefit as more
channels, services and other data needs require satellite distribution to cable head-ends. Furthermore, as the number of channels grows, demand increases for our premium cable neighborhood satellites. In addition, many U.S. cable programmers are
increasingly interested in pursuing business expansion opportunities outside of the United States. With assets spanning the globe, we believe we can be an attractive supplier to cable programmers as they pursue this strategy.

We also believe that demand for HDTV will continue to grow, resulting in continued strong demand for satellite bandwidth. We will continue to build upon
the success of the Galaxy 13/Horizons-1 satellite, which was placed in service as an HDTV neighborhood to attract this new and fast-growing program format type. Since announcing our HDTV neighborhood on the Galaxy 13 satellite, we have grown the
number of HDTV channels carried by our system to over 100. We also intend to expand the number of services we provide to HD programmers. We intend to offer a number of HD contribution services to enable the capture and transport of HD programming
from remote locations to satellite production facilities, from which it can then be distributed through our satellites serving cable neighborhoods.

Lastly, we will continue to build on our leading international DTH platform business, targeting Latin America, Eastern Europe, Middle East, Africa and regions within Asia where we can use our available capacity and the flexibility of our
satellite fleet to capture additional growth opportunities. We intend to develop new video communities by leveraging our existing satellites and relationships with successful DTH platform operators to capture growth in new DTH markets.

Network Services

We believe we are well
positioned to expand our business serving network services customers by focusing on growing applications, including data and IP services for vertical markets such as the maritime and oil and gas sectors, services to wireless operators, global
telecommunications carrier services, and mobility services.

We believe we are a leading provider of satellite services supporting data
applications such as corporate broadband VSAT networks, virtual private networks (VPNs) and high data rate point-to-point connections or trunking solutions for ISPs. We will grow our business by continuing to build our relationships with
satellite-based broadband service providers, including VSAT service providers in the largest and fastest growing regions, such as North America, Africa, Latin America, Eastern Europe and the Middle East. We intend to solidify our



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leadership position through partnering initiatives with data and IT services providers in key growth regions and with service providers in attractive
vertical markets, such as maritime and oil and gas. We will also continue to market GlobalConnex managed services for regional service providers, corporations and international organizations implementing VPNs for broadband and VoIP applications.

We believe that we are well positioned with telecommunications service providers throughout the world, and we have leveraged this presence
to build a leading position serving wireless operators in emerging markets such as Africa and the Middle East. We intend to introduce new services that will expand our presence serving the wireless telecommunications sector. We intend to expand our
customer base by marketing our services to other forms of competitive carriers in newly deregulated markets, which use satellite capacity in order to introduce their services quickly and independently of established local carriers.

We have an extensive customer base of traditional telecommunications carriers that use our services to reach regions that lack direct access to
telecommunications cable interconnects or where internal infrastructure either does not exist or is unreliable. We believe that the drive for continued globalization by multinational corporations will increase satellite demand from global
telecommunications companies which need our ubiquitous coverage in order to provide one-stop shopping to their customers.

Government

As the largest provider of commercial satellite services to the government sector, we believe we are well positioned to service its
increased need for commercial satellite communications services, which has been driven in part by anti-terrorism efforts, conflicts in the Middle East and increased worldwide awareness of the role of satellites in emergency and first responder
communications networks. We intend to build our marketing efforts with respect to contractors that serve both civilian and defense agencies. We expect that our expanded service capability with respect to satellite capacity, managed services and
turn-key services will attract additional government business at the national and state agency level, and enable us to work with a broader scope of government contractors and integrators.

Increase our Return on our Asset Base through Disciplined Management of Capacity

As we execute on our first strategy to focus on certain applications and regions, we will require capacity in certain regions to respond to customer
requirements. We are employing a disciplined capacity management program to optimize our inventory of capacity and improving our returns on our assets. Our capacity management program establishes strategies for key satellite roles based upon the
customer and growth characteristics of the market served by each satellite in such a role. For instance, we are increasing the value of our satellites by establishing neighborhoods based on growing customer applications, such as DTH video services
in regions including Africa, Northern and Eastern Europe, and South America. Our capacity management program also includes creating additional marketable capacity through reassigning traffic (grooming), repointing steerable beams and
relocating satellites. Over the past two years we have groomed existing customer traffic from individual satellites to other satellites in our fleet based upon the customers application and the amount of capacity required. This in turn allows
us to more efficiently load our transponders and secure larger blocks of capacity for customers with growing, long-term requirements. Furthermore, because many of our satellites have flexible designs, including steerable beams, we can repoint beams
to areas of unmet demand, or relocate satellites in order to bring additional capacity to an entire region. Through these various capacity management initiatives, we can improve returns on our asset base and maximize the value of our fleet.

Over the past two years we have implemented a strategy to rationalize the size of our fleet and consolidate the number of orbital
locations required to serve our customers. The most recent example of this rationalization strategy is our decision to replace two existing satellites with a single replacement satellite, thus reducing capital expense. Our capital allocation
decisions are based on the expected return on invested capital and market demand, and we will be prudent in the selection of the number, size and characteristics of replacement and new satellites to be launched. For instance, new satellites will be
designed to include more high-power, land-mass



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focused capacity that delivers video and broadband applications more efficiently, thereby increasing the proportion of high value transponders relative to
our current capacity mix. In addition, we will seek anchor customers for new satellites, in order to improve overall returns. For instance, Office des Postes et Telecommunications of French Polynesia recently signed a 15-year agreement for capacity
on the yet to be launched IS-18 satellite. At the same time, we have accelerated the build of certain satellites in order to capture new opportunities and because of overall fleet management considerations. Through capacity management, we intend to
maximize the revenues, and therefore the returns, generated by our assets.

Build New Revenue Streams by Introducing New Products and Services

The flexibility of our network and the global scale of our business gives us the ability to expand our customer and revenue base
without significant increases in operating costs. We have identified three areas that we believe offer potential for significant growth with only minimal incremental investment in additional resources: new product development, satellite-related
services, and new government initiatives.

We have a proven track record of capitalizing on new growth opportunities and expanding the FSS
market. New service introductions, such as our rapidly growing GlobalConnex business, have resulted in substantial new revenue streams. In the past two years, we have introduced several new IP- or mobility-related services. We have developed a
wholesale Internet Protocol Television, or IPTV, platform that operates on our North American satellite and terrestrial infrastructure that is being marketed by a North American distributor. We are developing a portfolio of several mobility-related
services to serve high growth vertical markets. Our global maritime broadband service, which provides on-the-move IP connectivity to the fishing, oil and gas, and shipping sectors, is now being marketed by five different distributors around the
world. We provide these services on a wholesale basis, working with distributors who are the leaders in their respective vertical markets. Both of these new services are examples of our identifying new markets and technologies which will enable us
to generate additional revenues from capacity which is currently underutilized.

We intend to continue to expand our satellite-related
services business, which we began approximately three years ago and which has grown to revenues of $50.2 million for the combined year ended December 31, 2008. This business allows us to generate new revenue streams by offering consulting
services to other satellite operators which leverage our internal technical expertise and buying power. Examples of these services include transfer and in-orbit testing, long-term satellite operations, teleport hosting, and satellite design and
engineering services. In 2008, we were awarded a contract to provide teleport and staff services at our Paumalu, Hawaii teleport for mobile satellite services provider, Inmarsat plc. In addition, as of December 31, 2008, we operated eleven
third-party satellites in addition to our owned satellite fleet, utilizing the same integrated satellite operations infrastructure and with minimal additional headcount.

We believe that we can grow our revenues from our government services business by developing innovative solutions to government needs for space communications, such as hosted payloads and third-party X-band and UHF
services, and outsourced hub services, and by increasing our service offerings for communications on the move, or COTM. We currently see an opportunity to offer a quick and efficient means of placing government assets in space through
hosted payload programs. For instance, Intelsat General has been accepted by the Department of Defense as a participant in a Joint Concept Technology Demonstration, or JCTD, to fly a payload for the Internet router in Space program, also known as
IRIS. In this program, a customized Internet router will be positioned on an Intelsat satellite currently under construction. By co-locating its payload on an Intelsat satellite already planned for launch, the government will get quick and
cost-efficient access to test an emerging space-based technology solution. We also believe that we can offer innovative commercialized services, such as third-party X-band and UHF services that we package and sell to our government customer base. We
will also deliver greater efficiency to our government customers by offering managed hub services at our strategically located teleports. Lastly, we intend to implement modifications to the mobility solutions we offer to commercial customers in the
network services sector in order to deliver mobile video and data services for military and homeland security applications. We believe these strategies leverage our unique use of space-based technologies and provide opportunity for future revenue
growth.



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Selectively Pursue Strategic and Organic Opportunities

We have a track record of capitalizing on strategic growth opportunities through acquisition, including our completion of two transactions in 2004, and
the 2006 acquisition of PanAmSat. These transactions further strengthened our leading position in the FSS sector by enhancing our capabilities for video, corporate network and government/military applications. We expect that near-term strategic
opportunities in the FSS sector may involve smaller, regional or national satellite operators seeking joint ventures or revenue sharing arrangements in order to provide follow-on capacity for satellites that are aging and facing replacement.

In December 2008, we announced a joint venture with a South African investor group led by Convergence SPV Ltd. that will utilize project
financing to build and launch a new satellite into the 33o east longitude orbital location, ideally positioned to serve Africa. The satellite, to be called Intelsat New Dawn, will feature a payload optimized to deliver wireless
backhaul, broadband and television programming to Africa and is expected to enter service in early 2011. The satellite will be operated and marketed as part of the global Intelsat fleet. In this project, which is expected to be 85% financed with
non-recourse debt provided by African financial institutions, Intelsat retained 74.9% of the equity of the joint venture (New Dawn) in exchange for an investment which is expected to total approximately $25 million. With over 50% of the
payload already contracted at announcement in December 2008, this project is an example of a business development activity which replaces capacity at a current orbital location through a business arrangement with attractive return on investment
characteristics.

We also reached an agreement in November 2007 with Corporación de Radio y Televisión del Norte de
México, S. de R.L. de C.V. (SKY Mexico) and SKY Brasil Serviços Ltda. (SKY Brazil) to launch a new 24-transponder satellite to serve the Latin American DTH market. The satellite, known as Intelsat 16, will be
dedicated to SKY Mexico and SKY Brazil over the satellites estimated life. This agreement expands our DTH business, and further strengthens our long-term relationship with these platform operators. The terms of this agreement allow us to
recover the expected capital expenditures for this satellite through pre-payments for certain services which will be paid in the 12 months following the satellites launch and in-orbit testing in late 2009 and early 2010, respectively.

We believe that we can also invest modestly in our existing infrastructure to build the value of our satellite assets. For instance, we
are grooming our fleet to increase the number and value of video neighborhoods within our fleet. We may choose to invest in antenna seeding programs to increase the penetration of cable head-ends for certain of our satellites. We believe that these
modest investments in new ground infrastructure will enable us to command higher rates for our satellite capacity in video neighborhoods and increase the value provided to programmer customers, which will then be able to reach larger audiences from
our fleet.

Our Network

Our global
fleet is currently comprised of 52 satellites and leased capacity on one satellite owned by another satellite operator, as well as ground facilities related to the services we sell and operation and control of our satellites. Our satellite
operations are supported by ground assets and leased facilities in the United States, Germany, Italy, South Korea, Australia, and South Africa. Our network also includes ground assets consisting of teleports or leased teleport facilities supporting
commercial services in Germany, the United States, Australia, China, Argentina, United Arab Emirates, Italy, Kuwait and South Korea and points of presence in the United States, China, Germany and the United Kingdom, among others. SeeNetwork
Operations and Current Ground Facilities below.

Our customers depend on our global communications network and our operational and
engineering leadership, including our:



| |  |  | operating history of over 40 years of pioneering achievements in satellite communications;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | highly resilient network;
| | - |  | -------------------------



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| |  |  | ability to relocate or reconfigure capacity on many satellites to cover different geographic regions; and
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | high transponder reliability levels.
| | - |  | ------------------------------------

We believe that our operational and engineering achievements are due primarily to our satellite procurement and operations philosophy. Our operations and engineering staff is involved from the design through the decommissioning of each
satellite that we procure. Our staff works at the manufacturers site to monitor progress, allowing us to maintain close technical collaboration with our contractors during the process of designing, manufacturing and launching a satellite. We
continue our engineering involvement throughout the operating lifetime of each satellite. Extensive monitoring of earth station operations and around-the-clock satellite control and network operations support ensure our consistent operational
quality, as well as timely corrections when problems occur. In addition, we have in place contingency plans for technical problems that may occur during the lifetime of a satellite.

We have substantially completed the process of consolidating certain ground assets and facilities in order to improve the cost efficiency of our network
operations and communications services. SeeNetwork Operations and Current Ground Facilities below.

The table below provides a
summary of our satellite fleet as of December 31, 2008.



|              |  |              |  |                 |  |             |  |                                
|------------- |  | ------------ |  | --------------- |  | ----------- |  | -------------------------------
|Satellite     |  | Manufacturer |  | OrbitalLocation |  | Launch Date |  | Estimated End ofService Life(1)
|Station Kept: |  |              |  |                 |  |             |  |                                
|IS-701        |  | SS/L(2)      |  | 180°E           |  | 10/93       |  | 1/12                           
|IS-702        |  | SS/L         |  | 54.85°E         |  | 6/94        |  | 7/12                           
|IS-704        |  | SS/L         |  | 66°E            |  | 1/95        |  | 5/09                           
|IS-705        |  | SS/L         |  | 310°E           |  | 3/95        |  | 1/10                           
|IS-706        |  | SS/L         |  | 50.25°E         |  | 5/95        |  | 2/13                           
|IS-707        |  | SS/L         |  | 307°E           |  | 3/96        |  | 2/13                           
|IS-709        |  | SS/L         |  | 85.15°E         |  | 6/96        |  | 6/12                           
|IS-802(3)     |  | LMC(4)       |  | 32.9°E          |  | 6/97        |  | 9/10                           
|IS-805        |  | LMC          |  | 304.5°E         |  | 6/98        |  | 6/16                           
|IS-901        |  | SS/L         |  | 342°E           |  | 6/01        |  | 6/19                           
|IS-902        |  | SS/L         |  | 62°E            |  | 8/01        |  | 8/19                           
|IS-903        |  | SS/L         |  | 325.5°E         |  | 3/02        |  | 4/19                           
|IS-904        |  | SS/L         |  | 60°E            |  | 2/02        |  | 12/19                          
|IS-905        |  | SS/L         |  | 335.5°E         |  | 6/02        |  | 6/20                           
|IS-906        |  | SS/L         |  | 64.15°E         |  | 9/02        |  | 9/20                           
|IS-907        |  | SS/L         |  | 332.5°E         |  | 2/03        |  | 2/21                           
|IS-10-02(5)   |  | EADS Astrium |  | 359°E           |  | 6/04        |  | 12/21                          
|Galaxy 19     |  | SS/L         |  | 97°W            |  | 9/08        |  | 9/24                           
|Galaxy 23(6)  |  | SS/L         |  | 121°W           |  | 8/03        |  | 8/21                           
|Galaxy 25     |  | SS/L         |  | 93.1°W          |  | 5/97        |  | 5/15                           
|Galaxy 26     |  | SS/L         |  | 93°W            |  | 2/99        |  | 3/11                           
|Galaxy 27     |  | SS/L         |  | 129°W           |  | 9/99        |  | 10/11(7)                       
|Galaxy 28     |  | SS/L         |  | 89°W            |  | 6/05        |  | 10/22                          
|APR-1(8)      |  | ISRO(9)      |  | 83°E            |  | N/A         |  | N/A                            
|HGS-3         |  | BSS(10)      |  | 38°E            |  | 2/96        |  | 9/11                           
|IS-1R(11)     |  | BSS          |  | 45°W            |  | 11/00       |  | 6/10                           
|IS-2(12)      |  | BSS          |  | 169°E           |  | 7/94        |  | 7/11                           
|IS-3R         |  | BSS          |  | 43°W            |  | 1/96        |  | 9/09                           
|IS-4          |  | BSS          |  | 72°E            |  | 8/95        |  | 8/10                           
|IS-5(13)      |  | BSS          |  | 26.15°E         |  | 8/97        |  | 10/12                          



17



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|                         |  |              |  |                 |  |             |  |                                
|------------------------ |  | ------------ |  | --------------- |  | ----------- |  | -------------------------------
|Satellite                |  | Manufacturer |  | OrbitalLocation |  | Launch Date |  | Estimated End ofService Life(1)
|IS-7                     |  | SS/L         |  | 68.65°E         |  | 9/98        |  | 11/13                          
|IS-8                     |  | SS/L         |  | 166°E           |  | 11/98       |  | 1/14                           
|IS-9                     |  | BSS          |  | 58°W            |  | 7/00        |  | 11/13                          
|IS-10                    |  | BSS          |  | 68.5°E          |  | 5/01        |  | 6/16                           
|IS-11                    |  | ORB(14)      |  | 316.9°E         |  | 10/07       |  | 10/22                          
|IS-12                    |  | SS/L         |  | 45°E            |  | 10/00       |  | 1/16                           
|Galaxy 3C                |  | BSS          |  | 95.05°W         |  | 6/02        |  | 9/20                           
|Galaxy 11                |  | BSS          |  | 32.8°E          |  | 12/99       |  | 4/15                           
|Galaxy 12                |  | ORB          |  | 123°W           |  | 4/03        |  | 4/20                           
|Galaxy 13/Horizons-1(15) |  | BSS          |  | 127°W           |  | 9/03        |  | 12/18                          
|Galaxy 14                |  | ORB          |  | 125°W           |  | 8/05        |  | 12/20                          
|Galaxy 15                |  | ORB          |  | 133°W           |  | 10/05       |  | 10/22                          
|Galaxy 16                |  | SS/L         |  | 99°W            |  | 6/06        |  | 6/22                           
|Galaxy 17                |  | Thales(16)   |  | 91°W            |  | 5/07        |  | 5/23                           
|Galaxy 18                |  | SS/L         |  | 123°W           |  | 5/08        |  | 5/24                           
|Horizons-2(17)           |  | ORB          |  | 74.05°W         |  | 12/07       |  | 12/23                          
|                         |  |              |  |                
|Inclined Orbit:          |  |              |  |                 |  |             |  |                                
|IS-601                   |  | BSS          |  | 47.5°E          |  | 10/91       |  | 1/11                           
|IS-602                   |  | BSS          |  | 177.85°E        |  | 10/89       |  | 8/11                           
|IS-603                   |  | BSS          |  | 340.05°E        |  | 3/90        |  | 4/11                           
|IS-605(18)               |  | BSS          |  | 174°E           |  | 8/91        |  | 1/09                           
|IS-801                   |  | LMC          |  | 328.5°E         |  | 3/97        |  | 10/10                          
|Leasat F5(19)            |  | BSS          |  | 100°E           |  | 1/90        |  | 2/11                           
|Galaxy 4R(20)            |  | BSS          |  | 76.85°W         |  | 4/00        |  | 3/09                           
|Galaxy 9(21)             |  | BSS          |  | 81°W            |  | 5/96        |  | 6/10                           
|SBS-6(22)                |  | BSS          |  | 81°W            |  | 10/90       |  | 2/09                           



|(1) | Engineering estimates of the service life as of December 31, 2008 as determined by remaining fuel levels, consumption rates and other considerations (including power) and
assuming no relocation of the satellite.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Space Systems/Loral, Inc.
|--- | -------------------------

|(3) | The IS-802 satellite suffered an anomaly in September 2006 that reduced the available solar array power. The current maneuver life is limited by the remaining available power that
reduces over time due to natural solar array degradation.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Lockheed Martin Corporation.
|--- | ----------------------------

|(5) | Telenor Inma AS owns 18 transponders (measured in equivalent 36 MHz transponders) of this satellites Ku-band payload.
|--- | ----------------------------------------------------------------------------------------------------------------------

|(6) | EchoStar Communications Corporation owns all of this satellites Ku-band transponders and a portion of the common elements of the satellite.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------

|(7) | The maneuver life of the Galaxy 27 satellite was not materially impacted as a direct result of either the anomaly in 2004 or our efforts to recover the satellite.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Operated by another satellite operator with capacity leased by us.
|--- | ------------------------------------------------------------------

|(9) | Indian Space Research Organization.
|--- | -----------------------------------

|(10) | Boeing Satellite Systems, Inc., formerly Hughes Aircraft Company.
|---- | -----------------------------------------------------------------

|(11) | After transfer of traffic to the replacement satellite and relocation to another longitude, we expect that IS-1R will have sufficient power to operate a significant subset of its
transponders through the end of design life, which is February 2016.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | IS-2 entered inclined orbit during January 2009.
|---- | ------------------------------------------------

|(13) | In January 2009, IS-5 was co-located with IS-2 at 169°E.
|---- | --------------------------------------------------------

|(14) | Orbital Sciences Corporation.
|---- | -----------------------------

|(15) | Horizons Satellite Holdings, LLC (Horizons), our joint venture with JSAT International Inc. (JSAT), owns and operates the Ku-band payload on this satellite.
We are the exclusive owner of the C-band payload.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(16) | Thales Alenia Space.
|---- | --------------------

|(17) | Horizons owns and operates the Ku-band payload on this satellite.
|---- | -----------------------------------------------------------------

|(18) | IS-605 was de-orbited in January 2009.
|---- | --------------------------------------

|(19) | Leasat F5 provides services in the X-band and UHF-band frequencies for military applications.
|---- | ---------------------------------------------------------------------------------------------

|(20) | Galaxy 4R is expected to be de-orbited in March 2009.
|---- | -----------------------------------------------------

|(21) | Galaxy 9 was relocated from 74.15oW to 81oW and placed into an inverted North/South attitude in order to serve Latin America.
|---- | -----------------------------------------------------------------------------------------------------------------------------

|(22) | SBS-6 was de-orbited in February 2009.
|---- | --------------------------------------

Satellite Systems

There are three primary types of commercial communications satellite systems: low-earth orbit systems, medium-earth orbit systems and
geosynchronous systems. Geosynchronous communications satellites such as ours are located approximately 22,300 miles, or 35,700 kilometers, above the equator. These satellites can receive radio frequency communications from an origination point,
relay those signals over great distances and distribute those signals to a single receiver or multiple receivers within the coverage areas of the satellites transmission beams.

Geosynchronous satellites send these signals using various parts of the radio frequency spectrum. Substantially all of the station-kept satellites in our
fleet are designed to provide capacity using the C- and/or Ku-bands of this spectrum. A third frequency band, the Ka-band, is being utilized for certain new broadband services projects. The Ka-band frequency allows for use of a smaller antenna,
which is a consideration for residential and small business markets. Our Galaxy 28 satellite has transponders available for transmitting and receiving in the Ka-, as well as C- and Ku-bands.

A geosynchronous satellite is referred to as geostationary, or station-kept, when it is operated within an assigned orbital control, or station-keeping
box, which is defined by a specific range of latitudes and longitudes. Geostationary satellites revolve around the earth with a speed that corresponds to that of the earths rotation and appear to remain above a fixed point on the earths
surface at all times. Geosynchronous satellites that are not station-kept are in inclined orbit. The daily north-south motion of a satellite in inclined orbit exceeds the specified range of latitudes of its assigned station-keeping box, and the
satellite appears to oscillate slowly, moving above and below the equator every day. An operator will typically operate a satellite in inclined orbit toward the end of its service life because the operator is able to save significant amounts of fuel
by not controlling the north-south position of the satellite and is thereby able to substantially extend the service life of the satellite. The types of services and customers that can access an inclined orbit satellite have traditionally been
limited due to the movement of the satellite relative to a fixed ground antenna, however, recent technology innovations now allow the use of inclined orbit capacity for certain applications. As a result, we anticipate demand for inclined orbit
capacity may increase over the next few years if these applications are successfully introduced. As of December 31, 2008, most of our Intelsat VI series satellites, the Leasat F5 satellite and the SBS-6 satellite were operating in an inclined
orbit and, as a result, were continuing to earn revenue beyond our original estimated life for each of these satellites.

In-Orbit Satellites

With our satellites located over North America and over all of the principal ocean regions (the Atlantic, Pacific and Indian), and
leased capacity available in the Asia-Pacific region, we provide coverage of over 99% of the worlds population.

Our fleet has been
designed to provide a high level of redundancy for our customers. The features of our network that provide this redundancy are as follows:



| |  |  | most places on the surface of the earth are covered by more than one of our satellites;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | many of our satellites have flexible design features and steerable beams that enable us to reconfigure capacity to provide different areas of coverage;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | many of our satellites also have the ability to be relocated to different orbital locations; and
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | subject to availability, our in-orbit fleet includes sparing capacity on operational satellites.
| | - |  | ------------------------------------------------------------------------------------------------

The design flexibility of some of our satellites enables us to meet customer demand and respond to changing market conditions. As noted above, these
features also contribute to the resilience of our network, which enables us to ensure the continuity of service that is important for our customers and to retain revenue in the event that we need to move customers to alternative capacity.

As of December 31, 2008, our in-orbit fleet of satellites had 1,270 and 857 36-MHz equivalent transponders available for transmitting
in the C-band and the Ku-band, respectively. These totals measure transponders on station-kept satellites, including the transponders we lease from other satellite operators. The average system fill factor for our satellites, which represents the
percentage of our total available transponder capacity that is in use or that is reserved at a given time (including guaranteed reservations for service) as of December 31, 2008 was 82.7%.

The design life of a satellite is the length of time that the satellites hardware is designed by the manufacturer to remain operational under
normal operating conditions. In contrast, a satellites orbital maneuver life is the length of time the satellite has enough fuel to remain operational. A satellites service life is based upon fuel levels and other considerations,
including power. Satellites launched in the recent past are generally expected to remain in service for the lesser of fuel life or 16 years. Satellites typically have enough fuel to maintain between 16 and 18 years of station-kept operations. The
average remaining service life of our satellites was approximately 7.9 years as of December 31, 2008, weighted on the basis of nominally available capacity for the station-kept satellites we own.

In addition to our owned satellites, as of December 31, 2008, we leased capacity on the APR-1 satellite, pursuant to an agreement with the
Government of India, Department of Space, INSAT Programme Office. Under this agreement with the Government of India, we may lease eleven 36 MHz equivalent transponders on APR-1 through May 30, 2009. We have the right to extend this agreement
until the APR-1 has reached the end of its service life, which is currently expected to be May 2012.

Planned Satellites

We currently have orders for six satellites, of which four are replacement satellites. Generally, these satellites are being built over a period of three
years, and two are expected to launch in 2009.

IS-14. We entered into an agreement with SS/L for the construction of IS-14 in
January 2007. This satellite is expected to serve as a replacement for IS-1R, located at 45° west longitude (WL). The IS-14 satellite is currently expected to be launched in the third quarter of 2009.

IS-15. We entered into an agreement with Orbital Sciences Corporation for the construction of IS-15 in March 2007. The satellite includes a
payload to be owned by a third-party. This satellite is expected to serve as a replacement for the IS-709 satellite, located at 85.15° east longitude (EL). The IS-15 satellite is currently expected to be launched in the fourth
quarter of 2009.

IS-16.In February 2007, we converted an option for a contingent replacement satellite into a firm construction
contract for the IS-11GS, a ground spare satellite that was to be used to accelerate the replacement cycle for the IS-11 in the event of an unsuccessful launch. We launched IS-11 in October 2007 and successfully completed in-orbit testing in
November 2007. We resumed construction of the IS-11GS satellite and currently plan to launch the satellite, now known as IS-16, in late 2009 or early 2010.

IS-17. We entered into an agreement with SS/L for the construction of IS-17 in July 2008. This satellite is expected to serve as a replacement for IS-704, located at 66°EL. The IS-17 satellite is currently
expected to be launched in late 2010 or early 2011.



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IS-18. We entered into an agreement with Orbital Sciences Corporation for the construction of
IS-18 in August 2008. This satellite is expected to serve as a replacement for IS-701, located at 180°EL. The IS-18 satellite is currently expected to be launched in the first quarter of 2011.

Intelsat New Dawn. Our New Dawn joint venture entered into an agreement with Orbital Sciences Corporation for the construction of the Intelsat New
Dawn satellite in September 2008. This satellite is expected to serve Africa, located at 33°EL. The Intelsat New Dawn satellite is currently expected to be launched in the fourth quarter of 2010.

Additional Launch Services Agreements. During the third quarter of 2008, we entered into a launch services agreement with Sea Launch providing for
up to four satellite launches. We also entered into a launch services agreement with Arianespace during the fourth quarter of 2008 giving us the option to launch additional satellites.

Future Satellites

We would expect to replace other existing satellites, as necessary, with
satellites that meet customer needs and that have a compelling economic rationale. We periodically conduct evaluations to determine the current and projected strategic and economic value of our existing and any planned satellites and to guide us in
redeploying satellite resources as appropriate.

Network Operations and Current Ground Facilities

We control and operate each of our satellites and manage the communications services for which each satellite is used from the time of its initial
deployment through the end of its operational life, and we believe that our technical skill in performing these critical operations differentiates us from our competition. We provide most of these services from our satellite operations center in
Washington, D.C. and our customer service center in Ellenwood, Georgia.

Our satellite operations philosophy, which we believe has been
different from that of other satellite operators, centralizes the global control and operation of our fleet, regardless of the satellite manufacturer or series, into a single facility staffed by specialized personnel. Centralizing these functions
enables our staff to become proficient in the management of multiple satellite series, thereby improving our operational redundancy and response times and increasing the cost efficiency of our satellite operations. As a result, we can operate
additional satellites with relatively little additional cost, a capability that we believe enables our company to maximize the operational synergies available from fleet integration.

Utilizing state-of-the-art satellite command and control hardware and software, our satellite operations centers analyze telemetry from our satellites in
order to monitor their status and track their location. As necessary, our satellite operations centers send commands to satellites for station-keeping maneuvers and equipment reconfigurations. We have a satellite operations center in Long Beach,
California that is primarily used to provide operation services for satellites owned by third parties, however this facility is also used to provide 24-hour technical and systems support backup for our primary satellite operations center in
Washington, D.C. Conversely, our primary satellite operations center in Washington, D.C. also acts as a backup support center for the Long Beach facility. In the event of a natural disaster or other situation disabling one of the facilities, each
satellite operations center has the functional ability to provide instantaneous restoration of services on behalf of the other, exemplifying the efficiency and effectiveness of our network.

Our customer service center is located in our Ellenwood, Georgia facility and includes a specialized video operations center, data operations center, and
rapid access center. This facility is responsible for managing the communications services that we provide to our customers and is the first point of contact for customers needing assistance in using our network. Daily tasks include managing uplinks
to our satellites and monitoring customer traffic and the quality of our customer communications services. Our customer service center also conducts



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measurements of transponder performance and transmission power and resolves interference issues and other customer concerns. The various monitoring systems
used to perform these functions are in continuous, remote-controlled operation 24 hours per day. Our customer service center also monitors the end-to-end services that we provide to our customers, including the terrestrial infrastructure used to
provide these services. By consolidating all of our customer service operations into a single facility in Ellenwood, Georgia, we have improved the cost efficiency of our network operations and communications services.

Our satellite operations centers use a network of ground facilities to perform their functions. This network includes seventeen earth stations
(TT&C stations) that provide TT&C services for our satellites and various other earth stations worldwide. Through our ground facilities, we constantly monitor signal quality, protect bandwidth from piracy or other interference
and maintain customer installed equipment. Our locations for ground assets and facilities include Australia, Argentina, Bahrain, French Polynesia, Germany, Italy, China, Kuwait, South Korea, South Africa, the United States, Russia, India, New
Zealand, Taiwan and the United Arab Emirates.

We also maintain a back-up operations facility and data center a relatively short distance
from our Washington, D.C. facility in Hagerstown, Maryland. This facility provides back-up emergency operational services in the event that our Ellenwood, Georgia customer service center experiences an interruption. See Item 2Properties
for a description of this property and the locations of our ground network facilities.

We have invested heavily in our ground network of
owned and leased fiber, teleport and network performance monitoring systems to complement our satellite fleet and to enable us to provide managed services to our customers. In addition to leased and owned fiber connecting high density routes, our
ground network also features strategically located points of presence, which are drop-off points for our customers traffic that are close to major interconnection hubs for telecommunications applications, video transmissions and trunking to
the Internet backbone. We manage our terrestrial network infrastructure for high technical performance, and over the last several years, the amount of customer traffic on our ground network has grown to approximately 8.2 gigabits, which is
equivalent to the capacity of approximately two satellites.

Capacity Sparing and Backup and General Satellite Risk Management

We believe that the availability of spare capacity, together with the overlapping coverage areas of our satellites and flexible satellite design features
described in Our NetworkSatellite Systems above, are important aspects of our ability to provide reliable service to our customers. In addition, these factors would enable us to mitigate the financial impact to our operations
attributable to the loss of a satellite. Our system accommodates in-orbit sparing through the use of capacity on satellites that are less than fully utilized. In addition, we sell some capacity on a preemptible basis and could preempt the use of
this capacity in the event of a loss of a satellite. This approach enables us to optimize our fleet and to minimize potential revenue loss. We maintain a satellite risk management strategy involving backup satellites and transponders. For each
satellite designated as being in primary operating service, some form of backup capacity is maintained. This backup capacity may include any one or more of the following: an in-orbit spare satellite, designated reserve transponders on the satellite
or other on-board backup systems or designed-in redundancies, or interim restoration capacity on other satellites. However, we do not maintain backups for all of our operating capacity.

We typically obtain launch insurance for our satellites and will decide whether or not to obtain such insurance taking into consideration launch
insurance rates at the time of launch, terms of available coverage and alternative risk management strategies, including the availability of backup satellites and transponders in the event of a launch failure. Launch insurance coverage is typically
in an amount equal to the fully capitalized cost of the satellite, which includes the construction costs, the portion of the insurance premium related to launch, the cost of the launch services and capitalized interest (but may exclude any unpaid
incentive payments to the manufacturer). Certain satellites in our fleet are covered by in-orbit insurance. In-orbit insurance coverage may initially be for an amount comparable to launch insurance levels and generally decreases over time, based on
the declining book value of the satellite and currently is available on an annual basis. We do not currently insure against lost revenue in the event of a total or partial loss of a satellite.



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As of December 31, 2008, the majority of our satellites were uninsured. Of the four insured
satellites, one was covered by an insurance policy with substantial exclusions or exceptions to coverage for failures of specific components identified by the underwriters as at risk for possible failure (Significant Exclusion Policies).
The Significant Exclusion Policies reduce the probability of an insurance recovery in the event of a loss on this satellite. Galaxy 13/Horizons-1, which was placed in service in January 2004 and is insured by a policy with an exclusion for Xenon-Ion
Propulsion System (XIPS) related anomalies, continues to have XIPS available as its primary propulsion system. It also has a bi-propellant fuel system currently in use, with sufficient bi-propellant fuel to maintain station-kept orbit
until approximately 2016.

Sales, Marketing and Distribution Channels

Our company tagline, Closer, by far, describes the close working relationship we strive to build with our customers. We assign an account representative to each customer who is responsible for
understanding the customers business, structure and markets it may serve. We present comprehensive sales solutions to our customers that include multiple and diverse service offerings to address each customers unique market and technical
needs. Our Intelsat Global Sales & Marketing Ltd. subsidiary (Intelsat Global Sales), located in London, England, is our global sales and marketing headquarters. In addition, we have established local sales and marketing support
offices in the following locations around the world:



|                |  |                           
|--------------- |  | --------------------------
|     Australia |  |      Japan               
|                | 
|     Brazil    |  |      Mexico              
|                | 
|     China     |  |      Singapore           
|                | 
|     France    |  |      South Africa        
|                | 
|     Germany   |  |      United Arab Emirates
|                | 
|     India     |  |      United States       

By establishing local offices closer to our customers and staffing those offices with experienced
personnel, we believe that we are able to provide flexible and responsive service and technical support to our customers. Our sales and marketing organization reflects our corporate focus on our three principal customer sectors of media, network
services and telecommunications and government. Our sales team includes technical marketing and sales engineering application expertise and a sales approach focused on creating integrated solutions for our customers communications requirements
that help them better utilize their contracted satellite capacity, integrate into our network and develop an efficient ground infrastructure.

We believe that we enjoy significant recognition with current and potential users of our satellite services. We use our superior network performance and technical support to market our services to a broad spectrum of customers seeking to
communicate globally. We use a range of distribution methods to sell our services, depending upon the region, applicable regulatory requirements and customer application. Our wholesale distributors include the incumbent telecommunications providers
in a number of countries, competitive communications providers and network integrators. In addition, we sell our services directly to broadcasters, other media companies, major institutions and other customers, particularly in North America.

Satellite Health and Technology

Our
satellite fleet is diversified by manufacturer and satellite type, and as a result, our fleet is generally healthy, with 99.999% availability of station-kept satellite capacity during the year ended December 31, 2008. We have experienced some
technical problems with our current fleet but have been able to minimize the impact of these problems on our customers, our operations and our business in recent years, other than the IS-804 satellite, which experienced an anomaly resulting in a
total loss. Most of these problems have been component



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failures and anomalies that have had little long-term impact to date on the overall transponder availability in our satellite fleet. All of our satellites
have been designed to accommodate an anticipated rate of equipment failures with adequate redundancy to meet or exceed their orbital design lives, and to date, this redundancy design scheme has proven effective. Our allocation of the purchase price
associated with the acquisition of PanAmSat took into consideration the technical problems of the acquired fleet.

We have identified three
types of common anomalies among the satellite models in our global fleet, which, if they materialize, have the potential for a significant operational impact. These are:



| |  |  | failure of the on-board XIPS used to maintain the in-orbit position of Boeing 601 High Power Series (BSS 601 HP) satellites;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | accelerated solar array degradation in early BSS 702 satellites; and
| | - |  | --------------------------------------------------------------------



| |  |  | failure of the on-board spacecraft control processor (SCP) in BSS 601 satellites.
| | - |  | -----------------------------------------------------------------------------------

BSS 601 HP XIPS. The BSS 601 HP satellite uses XIPS as its primary propulsion system. There are two separate XIPS on each BSS 601 HP, each one of
which is capable of maintaining the satellite in its orbital position. The satellite also has a completely independent bi-propellant propulsion system as a backup to the XIPS. As a result, a single failure of a XIPS on a BSS 601 HP typically would
have no effect on the satellites performance or its operating life. A failure of a second XIPS on a satellite would also have no impact on the performance of that satellite. However, such a failure would require the use of the backup
bi-propellant propulsion system, which could result in a shorter operating life for the satellite depending on the amount of bi-propellant fuel remaining. XIPS failures do not typically result in a catastrophic failure of the satellite or affect the
communications capability of the satellite. Certain of the BSS 601 HP satellites have experienced various problems associated with XIPS.

As of December 31, 2008, we operated five BSS 601 HP satellites, one of which has experienced failures of both XIPS. Galaxy 4R has experienced failure of both its primary and secondary XIPS. This satellite is operating as designed on
its backup bi-propellant propulsion system. We and the manufacturer of this satellite determined that the XIPS on Galaxy 4R were no longer available. As a result, this satellites estimated remaining service life, based on the bi-propellant
fuel on board, is until March 2009. In September 2006, this satellite was moved to a new location, where it started inclined orbit services with a reduced propellant consumption. The four remaining BSS 601 HP satellites still in operation
continue to have XIPS available as their primary propulsion system, however no assurance can be given that we will not have further XIPS failures that result in shortened satellite lives or that such failures will be insured if they occur. IS-5 has
available bi-propellant fuel for approximately two and a half years from December 31, 2008. Both IS-9 and IS-10 have available bi-propellant fuel for approximately three and a half years from December 31, 2008. Galaxy 13/Horizons-1, which
was placed into service in January 2004, has available bi-propellant fuel for approximately eight years from December 31, 2008.

During 2008 we replaced two satellites that had experienced failure of both XIPS in the past. The first replaced satellite with failure of both primary and secondary XIPS was IS-6B. We and the manufacturer of this satellite determined that
the XIPS on IS-6B were no longer available. This satellite was replaced by the IS-11 satellite during the first quarter of 2008. The second replaced satellite with failure of both primary and secondary XIPS was Galaxy 10R. We and the
manufacturer of this satellite determined that the XIPS on Galaxy 10R were no longer available. As a result, this satellites estimated remaining service life, based on the bi-propellant fuel on board, was until April 2008. This satellite was
replaced by the Galaxy 18 satellite during the second quarter of 2008.

BSS 702 Solar Arrays. All of our satellites have solar
arrays that power their operating systems and transponders and recharge the batteries used when solar power is not available. Solar array performance typically degrades over time in a predictable manner. Additional power margins and other
operational flexibility are designed into satellites to allow for such degradation without loss of performance or operating life. Certain



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BSS 702 satellites have experienced greater than anticipated and unpredictable degradation of their solar arrays resulting from the design of the solar
arrays. Such degradation, if continued, results in a shortened operating life of a satellite or the need to reduce the use of the communications payload.

As of December 31, 2008, we operated three BSS 702 satellites, two of which are affected by accelerated solar array degradation, Galaxy 11 and IS-1R. Service to customers has not been affected, and we
expect that both of these satellites will continue to serve customers until we replace or supplement them with new satellites. Along with the manufacturer, we continually monitor the problem to determine its cause and its expected effect. Due to
this continued degradation, Galaxy 11 has a remaining useful life until April 2015 and IS-1R has a remaining useful life until June 2010. Galaxy 11 has been replaced by the Galaxy 17 satellite, and has been redeployed to a new orbital
location serving Africa. The IS-1R satellite is expected to be replaced by the IS-14 satellite, which is currently expected to be launched in the third quarter of 2009. After the transfer of traffic to the replacement satellite and relocation to
another longitude, we expect that IS-1R will have sufficient power to operate a significant subset of its transponders through the end of design life. Pursuant to contracts with our customers, a substantial portion of our customer activity on these
satellites will continue onto replacement satellites and the reduced estimate of their service lives will not result in a material reduction in contracted backlog. We believe that the net book values of these satellites are fully recoverable.

The third BSS 702 satellite that we operated as of December 31, 2008, Galaxy 3C, was launched after the solar array anomaly
was identified, and it has a substantially different solar array design intended to eliminate the problem. This satellite has been in service since September 2002 and has not experienced similar degradation problems.

SCP Failures. Many of our satellites use an on-board SCP to provide advanced orientation control and fault protection functions. SCPs are a
critical component in the operation of such satellites. Each such satellite has a backup SCP, which is available in the event of a failure. Certain BSS 601 satellites, including the IS-4 satellite, have experienced primary SCP failures and are
operating on their backup SCPs. IS-4 carries commercial traffic and operates in a secondary role. We consider it unlikely that failure of the remaining SCP on IS-4 will cause an interruption of our business or require replacement of a satellite.

As of December 31, 2008, we operated three additional BSS 601 satellites: HGS-3, which is utilized by a third-party, IS-2 and
IS-3R. These satellites are in a group of satellites that has been identified as having heightened susceptibility to the SCP problem. The risk of SCP failure appears to decline as these satellites age. IS-2 and IS-3R have been in continuous
operation since 1994 and 1996, respectively. Both primary and backup SCPs on these satellites are monitored regularly and remain fully functional. Accordingly, we believe it is unlikely that SCP failures will occur and we do not anticipate an
interruption in business or early replacement of these satellites.

Other Anomalies. On January 14, 2005, our IS-804 satellite
experienced a sudden and unexpected electrical power system anomaly that resulted in the total loss of the satellite. The IS-804 satellite provided services primarily to telecommunications carriers and government telecommunications administrations
in the South Pacific. The IS-804 satellite was manufactured by Lockheed Martin Corporation, or LM, and was launched in December 1997. In accordance with our existing satellite anomaly contingency plans, we made alternative capacity available to our
IS-804 satellite customers both on other Intelsat satellites and on other operators satellites. We established a failure review board with LM to investigate the cause of the IS-804 anomaly. The IS-804 satellite was a Lockheed Martin 7000
series (the LM 7000 series) satellite, and we operate three other satellites in the LM 7000 series, the IS-801, IS-802 and IS-805 satellites. The failure review board released its report in November 2005. We believe, based on the failure
review boards report, that the IS-804 failure was not likely to have been caused by an IS-804 specific workmanship or hardware element, but is most likely caused by a high current event in the battery circuitry triggered by an electrostatic
discharge that propagated to cause the sudden failure of the high voltage power system. Further, we believe that although this risk exists for our other LM 7000 series satellites, the risk to any individual satellite is low. We do not believe that
any operational steps or adjustments to our satellite deployment plan are required to mitigate the risk.



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In September 2006, our IS-802 satellite experienced a reduction of electrical power capability that
resulted in a degraded capability of the satellite. Eleven transponders on IS-802 were subsequently reactivated and are operating normally. We restored service for substantially all IS-802 customers on both IS-802 and other satellites of our fleet.
We also established an anomaly review board (ARB) with LM to investigate the cause of the anomaly. The ARB concluded that the IS-802 anomaly is most likely to have been caused by an electrical short internal to the solar array harness
located on the south solar array boom. The IS-802 satellite is an LM 7000 series satellite, and we operate two other satellites in the LM 7000 series, the IS-801 and IS-805 satellites. The ARB has found that this anomaly is significantly different
from previous LM 7000 series spacecraft failures. It is also the first failure of this type on a solar array of the LM 7000 series. We therefore believe that, although this risk exists for our other LM 7000 series satellites, the risk to any
individual satellite of having a similar anomaly is low. We do not currently believe that any operational steps or adjustments to our satellite deployment plan are required to mitigate the risk.

On November 28, 2004, our Galaxy 27 satellite experienced a sudden anomaly in its north electrical distribution system that resulted in the loss of
control of the satellite and the interruption of customer services on the satellite. The Galaxy 27 satellite is one of the in-orbit satellites we acquired from SS/L in March 2004 and covers the continental United States, Alaska, Hawaii, Canada,
Central America and parts of South America. The Galaxy 27 satellite is an FS 1300 series satellite manufactured by SS/L and was launched in September 1999. In accordance with our satellite anomaly contingency plans, we made alternative capacity
available to all of our Galaxy 27 satellite customers, and most of these customers accepted that capacity. We provided alternative capacity primarily on other satellites covering the North American region that we purchased from Loral Space and
Communications Corporation and certain of its affiliates in March 2004, and in some cases using capacity that we purchased from other satellite operators. On November 30, 2004, following an intensive recovery effort, our engineers were able to
regain command and control of the Galaxy 27 satellite, and it was placed back in service, with reduced payload capacity, following operational testing.

We have determined that the north electrical distribution system on the Galaxy 27 satellite and the communications capacity associated with it are not operational, but the south electrical distribution system and
associated communications capacity are operating normally. In addition, the Galaxy 27 satellite has lost redundancy in nearly all of its components. As a result, the Galaxy 27 satellite faces an increased risk of loss in the future. As of
December 31, 2008, a substantial subset of the Galaxy 27 satellites C-band and Ku-band transponders, which are all powered by the south electrical distribution system, have been tested, are performing normally and are available for
service to our customers. In addition, some of these transponders are currently being used by our customers. Intelsat participated in a failure review board with the manufacturer, SS/L, to investigate the cause of the anomaly. The failure review
board has identified the likely root cause of the anomaly as a design flaw is affected by a number of parameters and in some extreme cases can result in an electrical system anomaly. The design flaw exists on three of our satellites  Galaxy
26, Galaxy 27 and IS-8.

On June 29, 2008, our Galaxy 26 satellite experienced a sudden and unexpected electrical distribution anomaly
causing the loss of a substantial portion of the satellite power generating capability and resulting in the interruption of some of the customer services on the satellite. In accordance with our existing satellite anomaly contingency plans, we
restored the service for most Galaxy 26 customers on satellites within our fleet, including for some of them on Galaxy 26, of which certain transponders continue to operate normally. We recorded a non-cash impairment charge of $63.6 million during
the second quarter of 2008 to write down the uninsured Galaxy 26 satellite to its estimated fair value following the anomaly. The estimated fair value was determined based on a discounted cash flow analysis. The anomaly also resulted in a reduction
to the estimated remaining useful life of the satellite. We established a failure review board with SS/L, the manufacturer of the Galaxy 26 satellite, to identify the cause of the problem. The failure review board concluded that the failure on the
Galaxy 26 satellite was the result of a design flaw similar to the flaw which caused the anomaly on the Galaxy 27 satellite in November 2004.



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Satellite Communications Industry

Fixed Satellite Services Sector

We compete in the communications market for the provision of
video, data and voice connectivity worldwide. Communications services are provided using various communications technologies, including satellite networks, which provide services as a substitute for, or as a complement to, the capabilities of
terrestrial networks. We currently operate in the FSS sector of the satellite industry. Operators in the FSS sector, which is the most established sector in the satellite industry, traditionally provide communications links between fixed points on
the earths surface. These services include the simultaneous provision of satellite capacity from one fixed point to multiple fixed points (point-to-multipoint services) and the provision of satellite capacity between two fixed
points (point-to-point services). Point-to-multipoint applications include video distribution, DTH and corporate networks. Point-to-point applications include telephony, video contribution and data trunking, such as Internet backbone
access.

Over the last several years, deregulation and privatization have significantly reshaped the FSS sector. In addition, the sector
has undergone consolidation, with regional and national operators being acquired by larger companies and smaller operators exiting the business or seeking to partner with other providers. We believe that these changes are the result of the
increasing globalization of the telecommunications market, customers demand for more robust distribution platforms with network redundancies and worldwide reach, and the desire of some FSS operators to secure and improve their market access in
key regions. In addition, the scarcity of desirable orbital locations may lead operators to seek to acquire other operators with specific coverage or capacity capabilities. Consolidation may also occur because of the economies of scale from
operational and capital expenditures and from marketing efficiencies that can be achieved.

Resellers

We also face competition from resellers of FSS and fiber capacity. Resellers purchase FSS or fiber capacity from current or future providers and then
resell the capacity to their customers. Capacity for resale is readily available because resellers can typically procure capacity on short notice, given that FSS and fiber capacity is available.

In addition, resellers effectively compete against FSS operators in a number of ways, including by subdividing purchase capacity and selling to customers
in smaller pieces or for shorter time periods, or by packaging the capacity with value-added services. To differentiate themselves, resellers often develop the capability for one or several value-added services to offer along with capacity. These
capabilities include pre- and post-production services or teleport services. The cost of these capabilities varies, but all are substantially less than the cost of a satellite.

Competitive Advantages of Satellites

Fixed satellite services are an integral part of the
global communications infrastructure. Our customers use our services because of the distinct technical and economic benefits satellite services provide for certain applications. Satellites provide a number of advantages over terrestrial
communications systems, including ubiquitous coverage, the ability to broadcast signals to many locations simultaneously and independence from terrestrial infrastructure, including points of congestion or unreliability. Satellites allow equal access
to bandwidth regardless of location, density of population or availability of terrestrial infrastructure. This feature, combined with the ability of satellites to simultaneously broadcast high quality, secure signals from a single location to many
locations, results in a cost efficient distribution medium for video signals. Corporations, network providers and governments use satellite solutions because the technology provides a secure, easily replicated network platform that can be deployed
quickly, and across many different regions, simplifying overall network topologies. Because of the ability of satellites to provide instant communications, satellite technology is also desirable for disaster recovery and military applications.



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Competition

We are a satellite operator that operates worldwide. Our competition includes providers of fixed satellite services of varying size. We also face significant competition from suppliers of terrestrial communications capacity. We compete with
other satellite operators for both point-to-multipoint and point-to-point services. We compete with fiber optic cable operators principally for point-to-point services.

We compete with providers of terrestrial fiber optic cable capacity on certain routes and networks. As a result, we have been experiencing, and expect to continue to experience, a decline in our channel product
revenue due to the build-out of fiber optic cable capacity. However, we believe that satellites have advantages over fiber optic cables in certain regions and for certain applications. The primary use of fiber optic cable is carrying high-volume
communications traffic from point to point, and fiber capacity is available at substantially lower prices than satellite capacity once operational. Consequently, the growth in fiber optic cable capacity on point-to-point transoceanic routes,
particularly across the Atlantic Ocean, has led voice, data and video contribution customers that require service between major city hubs to migrate from satellite to fiber optic cable. However, satellite capacity remains competitive for signals
that need to be transmitted beyond the main termination points of fiber optic cable, for point-to-multipoint transmissions and for signals seeking to bypass congested terrestrial networks. Satellite capacity is also competitive in parts of the world
where providing fiber optic cable capacity is not yet cost-effective or is physically not feasible. We believe that the competition we face from fiber optic cable companies is based primarily on price.

Regulation

As an operator of privately owned global
satellite systems, we are subject to U.S. government regulation; regulation by foreign national telecommunications authorities; and the International Telecommunication Union frequency coordination process and regulations.

U.S. Government Regulation

FCC
Regulation. Almost all of the satellites in our current constellation are licensed and regulated by the Federal Communications Commission, or the FCC. We have final or temporary FCC authorization for all of our U.S.-licensed operating
satellites. Satellite licenses typically have a fifteen-year term. At the end of a license term, we can request special temporary authorization or a license modification to continue operating a satellite. In addition, our FCC satellite licenses
which relate to use of those orbital locations and associated frequencies that were transferred to the United States at the time of our privatization in July 2001 are conditioned on our remaining a signatory to the Public Services Agreement with the
International Telecommunications Satellite Organization described below under Our HistoryThe Privatization. Furthermore, any transfer of these licenses by us to a third party or a successor-in-interest is only permitted if such third
party or successor-in-interest has undertaken to perform our obligations under the Public Services Agreement.

Changes to our satellite
system generally require prior FCC approval. From time to time, we have pending applications for permanent or temporary changes in orbital locations, frequencies and technical design. From time to time, we also file applications for replacement or
additional satellites. Replacement satellite applications are eligible for streamlined processing if they are unopposed and propose technical characteristics consistent with those of the satellite that is being replaced. In the case of additional
FSS geostationary satellites, the FCC processes requests for new orbital locations or frequencies on a first come, first served basis and requires licensees to post a $3.0 million bond and to comply with a schedule of progress
milestones, establishing deadlines to sign a satellite construction contract; complete critical design review; begin spacecraft construction; and launch and operate the satellite. Upon completion of each milestone, the amount of the bond
is reduced proportionately. A satellite licensee not satisfying a milestone will lose its license and must forfeit the remaining amount on its bond absent circumstances warranting a milestone extension under the FCCs rules and policies.



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We have subsidiaries that hold other FCC licenses, including earth station and experimental earth station
licenses associated with technical facilities located in several states and in Washington, D.C. We must pay FCC filing fees in connection with our space station and earth station applications, and we must also pay annual regulatory fees to the FCC.
Violations of the FCCs rules can result in various sanctions including fines, loss of authorizations, or the denial of applications for new authorizations or the renewal of existing authorizations.

We are not regulated as a common carrier for most of our activities, and therefore we are not subject to rate regulation or the obligation not to
discriminate among customers, and we operate most of our activities with minimal governmental scrutiny of our business decisions. One of our subsidiaries is regulated as a common carrier. Common carriers are subject to FCC requirements, which
include: traffic and revenue reports, international circuit status reports, international interconnected private line reports, notification and approval for foreign carrier affiliations, filing of contracts with international carriers, annual
financial reports, equal employment opportunity reports, assistance for law enforcement and maintenance of customer billing records for 18 months. We currently qualify for exemptions from several of these reporting requirements.

U.S. Export Control Requirements and Sanctions Regulation. We must comply with U.S. export control laws and regulations, specifically the Arms
Export Control Act, the International Traffic in Arms Regulations, or ITAR, the Export Administration Regulations and the trade sanctions laws and regulations in the operation of our business. The export of satellites, satellite hardware, defense
services and technical information relating to satellites to non-U.S. satellite manufacturing firms, launch services providers, insurers, customers, employees and other non-U.S. persons is regulated by the U.S. Department of States Directorate
of Defense Trade Controls, or DDTC, under the ITAR. Certain of our contracts for the manufacture, launch, operation and insurance of our satellites involve the export to non-U.S. persons of technical data or hardware regulated by the ITAR. We have
obtained all of the specific DDTC authorizations currently needed in order to fulfill our obligations under contracts with non-U.S. entities, and we believe that the terms of these licenses are sufficient given the scope and duration of the
contracts to which they pertain. Many of our employees are non-U.S. nationals. We have obtained a license from the DDTC to allow certain of our non-U.S. national employees access to our technical information that is controlled under the ITAR.
Additionally, since Intelsat, Ltd. is based in Bermuda and it and its employees are non-U.S. persons for purposes of the ITAR, some of our suppliers located in the United States must also comply with U.S. export control laws and regulations in order
to provide to us ITAR-controlled technical data or hardware.

The U.S. Department of Commerces Bureau of Industry and Security also
regulates some of our activities under the Export Administration Regulations. The Bureau regulates our export of equipment to earth stations in our ground network located outside of the United States. It is our practice to obtain all licenses
necessary for the furnishing of original or spare equipment for the operation of our TT&C stations in a timely manner in order to facilitate the shipment of this equipment when needed.

We cannot provide services to certain countries subject to U.S. trade sanctions unless we first obtain the necessary authorizations from the Office of
Foreign Assets Control. Where required, the U.S. Department of the Treasurys Office of Foreign Assets Control has granted us the authorizations needed to provide satellite capacity and related administrative services to U.S.-sanctioned
countries.

U.S. Department of Defense Security Clearances. To participate in classified U.S. government programs, we sought and
obtained security clearances for one of our subsidiaries from the U.S. Department of Defense as required under the national security laws and regulations of the United States by entering into a proxy agreement with the U.S. government. Because
Intelsat, Ltd. is a Bermuda company with significant non-U.S. investment and employees, we sought and obtained Department of Defense approval of various mechanisms to mitigate the impact on the required security clearances. If we do not maintain the
security clearances that we have obtained from the U.S. Department of Defense, we will not be able to perform our obligations under any classified U.S. government contracts to which our subsidiary is a party, the U.S. government would have the right
to terminate our contracts requiring access to classified information and we will not be able to enter into new classified



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contracts. Further, if we materially violate the terms of the proxy agreement, the subsidiary holding the security clearances may be suspended or debarred
from performing any government contracts, whether classified or unclassified.

Regulation by Foreign National Telecommunications Authorities

U.K. Regulation. The United Kingdom is the licensing jurisdiction for the BSS portion of the Ku-band on the IS-805 satellite.
Satellite operators in the United Kingdom are regulated by the U.K.s Office of Communications.

Papua New Guinea Regulation.
The Papua New Guinea Telecommunication Authority (PANGTEL) is the licensing jurisdiction for our use of the C-band payload on the Galaxy 23 satellite. We are required to pay fees to PANGTEL in connection with our use of this orbital
location.

German Regulation. We hold licenses for several earth stations in Germany, as well as authorizations to operate the IS-12
and IS-601 satellites at two orbital locations.

South African Regulation. We also hold a license for an earth station in South
Africa.

Japan Regulation. We and JSAT are the sole members of Horizons and in 2002 the Japanese telecommunications ministry
authorized Horizons to operate the Ku-band payload on the Galaxy 13/Horizons-1 satellite. In 2003, the FCC added this Ku-band payload to its Permitted Space Station List, enabling Horizons to use the payload to provide non-DTH services
in the United States, and in May 2004, the FCC expanded this authority to include one-way DTH services. We are the exclusive owner of the C-band payload on Galaxy 13/Horizons-1, which the FCC has licensed us to operate.

Other National Telecommunications Authorities. As a provider of satellite capacity, we are also subject to the national communications and
broadcasting laws and regulations of many foreign countries in which we operate. Most countries require us to obtain a license or other form of written authorization from the regulator prior to offering service. We have obtained or are obtaining
these licenses or written authorizations in all countries in which they are required. Most countries allow authorized telecommunications providers to own their own transmission facilities and to purchase satellite capacity without restriction,
facilitating customer access to our services. Other countries maintain strict monopoly regimes or otherwise regulate the provision of our services. In order to provide services in these countries, we may need to negotiate an operating agreement with
a monopoly entity that covers the types of services to be offered by each party, the contractual terms for service and each partys rates. As we have developed our ground network and expanded our service offerings, we have been required to
obtain additional licenses and authorizations. To date, we believe that we have identified and complied with all of the regulatory requirements applicable to us in connection with our ground network and expanded services.

The International Telecommunication Union Frequency Coordination Process and Regulation

Our use of orbital locations is subject to the frequency coordination and recording process of the International Telecommunication Union
(ITU). In order to protect satellite systems from harmful radio frequency interference from other satellite systems, the ITU maintains a Master International Frequency Register of radio frequency assignments and their associated orbital
locations. Each ITU notifying administration is required by treaty to give notice of, coordinate and record its proposed use of radio frequency assignments and associated orbital locations with the ITUs Radiocommunication Bureau.

When the coordination process is completed, the ITU formally notifies all proposed users of frequencies and orbital locations in order to protect the
recorded assignments associated with a given orbital location from subsequent or nonconforming interfering uses by Member States of the ITU. The ITUs Radio Regulations do not



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contain mandatory dispute resolution or enforcement mechanisms. The Radio Regulations arbitration procedure is voluntary and neither the ITU
specifically, nor international law generally, provides clear remedies if this voluntary process fails. Only nations have full standing as ITU members. Therefore, we must rely on governments to represent our interests before the ITU, including
obtaining new rights to use orbital locations and resolving disputes relating to the ITUs regulations.

Employees

As of December 31, 2008, we had 1,090 full-time regular employees. These employees consisted of:



| |  |  | 515 employees in engineering, operations and related information systems;
| | - |  | -------------------------------------------------------------------------



| |  |  | 270 employees in finance, legal, corporate information systems and other administrative functions;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | 218 employees in sales, marketing and strategy; and
| | - |  | ---------------------------------------------------



| |  |  | 87 employees in support of government sales and marketing.
| | - |  | ----------------------------------------------------------

As of December 31, 2008, 974 of these employees were located in the United States, and the remainder of our employees were in various other locations around the world. We believe that our relations with our
employees are good. None of our employees is represented by a union or covered by a collective bargaining agreement.

Environmental Matters

Our operations are subject to various laws and regulations relating to the protection of the environment, including those governing the
management, storage and disposal of hazardous materials and the cleanup of contamination. As an owner or operator of property and in connection with current and historical operations at some of our sites, we could incur significant costs, including
cleanup costs, fines, sanctions and third-party claims, as a result of violations of or liabilities under environmental laws and regulations. For instance, some of our operations require continuous power supply, and, as a result, current and past
operations at our teleport and other technical facilities include fuel storage and batteries for back-up power generators. We believe, however, that our operations are in substantial compliance with environmental laws and regulations.

Our History

Intelsat, Ltd. is the successor entity
to the International Telecommunications Satellite Organization, or the IGO. The IGO was a public intergovernmental organization created on an interim basis by its initial member states in 1964 and formally established in February 1973 upon entry
into force of an intergovernmental agreement. The member states that were party to the treaty governing the IGO designated certain entities, known as the Signatories, to market and use the IGOs communications system within their territories
and to hold investment share in the IGO. Signatories were either private telecommunications entities or governmental agencies of the applicable partys country or territory. Some Signatories authorized certain other entities located within
their territories that used the IGOs satellite system, known as the Investing Entities, to invest in the IGO as well. Both Signatories and Investing Entities made capital contributions to the IGO and received capital repayments from the IGO in
proportion to their investment share in the IGO. Signatories and Investing Entities were also the IGOs principal customers. Each Signatorys and Investing Entitys investment share in the IGO was based on its level of use of the
IGOs satellite system as compared to the use by other Signatories and Investing Entities.

As a public intergovernmental
organization, the IGO was exempt from various taxes and enjoyed privileges, exemptions and immunities in many of its member states. However, due to its status as an intergovernmental organization, the IGOs business was subject to certain
operating restrictions. For example, the IGO could not own or operate its own earth stations or provide retail services directly to end users in certain countries. It also could not set market-based pricing for its services or engage in business
relationships with non-Signatories without first obtaining Signatory approval.



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The Privatization

Our management began contemplating privatization in the mid-1990s in order to be able to operate our business free of the restrictions described above and to better position us to be responsive to a number of
commercial, competitive and regulatory forces. In November 2000, the IGOs Assembly of Parties unanimously approved our managements specific plan for our privatization and set the date of privatization for July 18, 2001. On
July 18, 2001, substantially all of the assets and liabilities of the IGO were transferred to us.

The privatization required the
amendment of the two formal agreements establishing the IGO. These two agreements were the Agreement Relating to the International Telecommunications Satellite Organization INTELSAT, known as the INTELSAT Agreement, and the Operating
Agreement Relating to the International Telecommunications Satellite Organization INTELSAT, known as the Operating Agreement, which both entered into force in February 1973. Because the process to formally ratify the amendments to the
INTELSAT Agreement was expected to be lengthy, the IGOs Assembly of Parties decided to provisionally apply, or rapidly implement, the amendments on a consensus basis with effect from July 18, 2001, pending their formal ratification.
Formal entry into force of the amendments to the INTELSAT Agreement occurred on November 30, 2004.

Upon our privatization, each
Signatory and Investing Entity that executed and delivered the required privatization agreements, including a shareholders agreement, received shares in Intelsat, Ltd. in proportion to its investment share in the IGO.

The IGO, referred to post-privatization as the International Telecommunications Satellite Organization (ITSO), continues to exist as an
intergovernmental organization and will continue to exist as such for a period of at least 12 years after July 18, 2001, and then may be terminated by a decision of a governing body of ITSO called the Assembly of Parties. Pursuant to a
Public Services Agreement among ITSO and Intelsat, Ltd. and certain of our subsidiaries, we have an obligation to provide our services in a manner consistent with the core principles of global coverage and connectivity, lifeline connectivity and
non-discriminatory access, and ITSO monitors our implementation of this obligation. These core principles are described below underCertain Customer Service AgreementsNovation Agreements andCertain Customer Service
AgreementsLifeline Connectivity Obligation Contracts.

The 2005 Acquisition Transactions

On January 28, 2005, Intelsat, Ltd. was acquired by Intelsat Holdings for total cash consideration of approximately $3.2 billion, with
pre-acquisition debt of approximately $1.9 billion remaining outstanding. Intelsat Holdings is a Bermuda company which was formed at the direction of funds advised by or associated with Apax Partners Worldwide LLP and Apax Partners, L.P., Apollo
Management V, L.P., MDP Global Investors Limited, and Permira Advisers LLC (collectively, the Former Sponsors). This acquisition and related transactions are referred to collectively as the 2005 Acquisition Transactions.

SeeSignificant Transactions above for a discussion of other transactions that occurred after February 2005.

Certain Customer Service Agreements

Our Intelsat
Global Sales subsidiary is the contracting party for certain of our customer service agreements. For regulatory reasons, some of our Brazilian customers contract with our Brazilian subsidiaries. Our U.S., Canadian and Caribbean customers enter into
agreements with certain of our U.S. subsidiaries. References to our, we and us below in our discussion of our service agreements are to the Intelsat entities that are the actual contracting parties to the service
agreements.

Our customers generally obtain satellite capacity from us by placing an order pursuant to one of several master customer
service agreements. These agreements offer different service types, including transponder



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services, channel, managed services and mobile satellite services. For a description of these service types and a breakdown of our revenue by service type,
see Item 7Managements Discussion and Analysis of Financial Condition and Results of OperationsRevenue andResults of Operations.

Most customer service commitments entered into prior to our privatization were transferred to us from the IGO pursuant to novation agreements. Since the privatization, our customers generally order services pursuant
to master service agreements. The novation agreements and the master service agreements that Intelsat entered into in connection with the privatization contain provisions that restrict certain aspects of our business. These provisions are described
below. Following our privatization, we have entered into master service agreements that do not contain these types of restrictions.

Novation
Agreements

Each Intelsat novation agreement sets forth the terms and conditions upon which the service commitments entered into
prior to the privatization are provided and the same terms and conditions generally apply to all customer service commitments transferred by the IGO pursuant to a novation agreement. Outstanding customer commitments represented in our
December 31, 2008 backlog are covered by novation agreements. Approximately 1.9% of our backlog is covered by lifeline connectivity obligation, or LCO, protection. Although our backlog could be reduced if our LCO protection obligations are
triggered, LCO has not had a significant impact on our backlog to date.

Lifeline Connectivity Obligation Contracts

In connection with our privatization, customers that novated service commitments and that met specified eligibility criteria had the option of entering
into LCO contracts. An LCO contract provides price and capacity protection for a covered service commitment until the earlier of July 18, 2013 or the expiration of the commitment, which may be renewed as many times as required up to
July 18, 2013 at a price no higher than the price charged for that service on the privatization date. Our customers cannot elect to receive LCO protection on contracts effective after the privatization date, except in limited circumstances. As
of December 31, 2008, approximately 1.9% of the outstanding customer commitments in our backlog were LCO-protected. The LCO contracts obligate us, in some circumstances, to reduce the prices we charge for covered service commitments, based on
the cumulative price increases and decreases of our non-LCO protected service commitments against a specified pricing index calculated annually on July 18. Because the cumulative decrease in pricing to non-LCO customers through July 18,
2008 has been less than 15%, we have not as of yet been required to reduce prices for our LCO-protected service commitments.

Pursuant to a
Public Services Agreement that Intelsat entered into with ITSO in connection with the privatization, ITSO monitors our implementation of the LCO protections. Under the Public Services Agreement, we are obligated to provide our services in a manner
consistent with the core principles of global coverage and connectivity, lifeline connectivity and non-discriminatory access. Global coverage and connectivity refers to the principle that our satellite system should provide the maximum coverage of
the earth available from satellites in geostationary orbit and that it should have sufficient interconnection capabilities to make communication possible within and between Africa, Asia, Europe, North America and South America. Lifeline connectivity
refers to the principle that we should make our satellite system available at protected price levels to users in low income countries, countries with low teledensity and other countries that are dependent on our system for access to international
telecommunications services. Non-discriminatory access refers to the principle that all entities should have a fair and equal opportunity to access our satellite system.



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|Item 1A. | Risk Factors
|-------- | ------------

The risks described below are not
the only ones that we may face. Additional risks that are not currently known to us or that we currently consider immaterial may also impair our business, financial condition or results of operations.

Risk Factors Relating to Our Business

We are subject to
significant competition both within the FSS sector and from other providers of communications capacity, such as fiber optic cable capacity. Competition from other telecommunications providers could have a material adverse effect on our business and
could prevent us from implementing our business strategy and expanding our operations as planned.

We face significant competition
in the FSS industry in different regions around the world. We compete against other satellite operators and against suppliers of ground-based communications capacity. The increasing availability of satellite capacity and capacity from other forms of
communications technology has created an excess supply of telecommunications capacity in certain regions. Competition in the FSS industry lowers prices, which can reduce our operating margins and the cash available to fund our operations and service
our debt obligations. In addition, there has been a trend toward consolidation of major FSS providers as customers increasingly demand more robust distribution platforms with network redundancies and worldwide reach, and we expect to face increased
competition as a result of this trend. Our direct competitors are likely to continue developing and launching satellites with greater power and more transponders, which may create satellite capacity at lower costs. In order to compete effectively,
we may have to invest in similar technology.

We also face challenges to our business apart from these industry trends that our competition
may not face. A significant portion of our revenue is derived from channel services. Since fiber optic cable capacity, when available, is at substantially lower prices than satellite capacity for the same routes, competition from fiber optic cable
has resulted in a migration of our point-to-point customers from satellite to fiber optic cable on certain routes. We have experienced erosion in our revenue from point-to-point services in recent years due to the build-out of fiber optic cable
capacity, and we expect this erosion to continue. Some other FSS operators have service mixes that are less dependent on point-to-point connectivity than our current service mix. Our plan to address this erosion and sustain our business includes
expanding our customer base in point-to-multipoint services, such as video, and growing our managed services business.

In addition, we
believe that there are many companies that are seeking ways to improve the ability of existing land-based infrastructure, such as fiber optic cable, to transmit signals. Any significant improvement or increase in the amount of land-based capacity,
particularly with respect to the existing fiber optic cable infrastructure and point-to-point applications, may cause our video services customers to shift their transmissions to land-based capacity or make it more difficult for us to obtain new
customers. If fiber optic cable networks or other ground-based high-capacity transmission systems are available to service a particular point, that capacity, when available, is generally less expensive than satellite capacity. As land-based
telecommunications services expand, demand for some satellite-based services may be reduced.

Failure to compete effectively with other FSS
operators and to adapt to new competition and new technologies or failure to implement our business strategy while maintaining our existing business would result in a loss of revenue and a decline in profitability, a decrease in the value of our
business and a downgrade of our credit ratings, which would restrict our access to the capital markets.

The market for fixed satellite services may
not grow or may shrink and therefore we may not be able to attract new customers, retain our existing customers or implement our strategies to grow our business. In addition, pricing pressures may have an adverse impact on FSS sector revenue.

The FSS sector, as a whole, is currently expected to experience moderate growth over the next few years. However, the market for
fixed satellite services may not grow or may shrink. Competing technologies, such as fiber optic cable, are continuing to adversely affect the point-to-point segment of the FSS sector. In the



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point-to-multipoint segment, the global economic downturn, the transition of video traffic from analog to digital and continuing improvements in compression
technology have negatively impacted demand for certain fixed satellite services. Developments that we expect to support the growth of the satellite services industry, such as continued growth in data traffic and the proliferation of HDTV and niche
programming, may fail to materialize or may not occur in the manner or to the extent we anticipate. Any of these industry dynamics could negatively affect our operations and financial condition.

Because the market for fixed satellite services may not grow or may shrink, we may not be able to attract customers for the managed services that we are
providing as part of our strategy to sustain our business. Reduced growth in the FSS sector may also adversely affect our ability to retain our existing customers. A shrinking market could reduce the number and value of our customer contracts and
would have a material adverse effect on our business and results of operations. In addition, there could be a substantial negative impact on our credit ratings and our ability to access the capital markets.

The FSS sector has in the past decade experienced periods of pricing pressures that have resulted in reduced revenues of FSS operators. If similar
pricing pressures were to occur in the future, this could have a significant negative impact on our revenues and financial condition.

Our financial
condition could be materially and adversely affected if we were to suffer a satellite loss that is not adequately covered by insurance.

As our satellite insurance policies expire, we may elect to reduce or eliminate insurance coverage relating to certain of our satellites to the extent permitted by our debt agreements if, in our view, exclusions make such policies
ineffective or the costs of coverage make such insurance impractical and we believe that we can more reasonably protect our business through the use of in-orbit spare satellites, backup transponders and self-insurance. A partial or complete failure
of a revenue-producing satellite, whether insured or not, could require additional, unplanned capital expenditures, an acceleration of planned capital expenditures, interruptions in service, a reduction in contracted backlog and lost revenue and
could have a material adverse effect on our business, financial condition and results of operations.

We maintain third-party liability
insurance on certain of our satellites. This insurance, however, may not be adequate or available to cover all third-party liability damages that may be caused by any of our satellites, and we may not in the future be able to renew our third-party
liability coverage on reasonable terms and conditions, if at all.

We have several large customers and the loss of, or default by, any one of them
could materially reduce our revenue and materially adversely affect our business.

We rely on a limited number of customers to
provide a substantial portion of our revenue and contracted backlog. For the years ended December 31, 2006 and 2007 and the combined year ended December 31, 2008, our ten largest customers and their affiliates represented approximately
22%, 23% and 20% of our revenue, respectively. The loss of, or default by, any of these customers could significantly affect our revenue and operating margins.

Some customers have in the past defaulted and, although we monitor our larger customers financial performance and seek deposits, guarantees and other methods of protection against default where possible, our
customers may in the future default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. Defaults by any of our larger customers or by a group of smaller customers who, collectively, represent a
significant portion of our revenue could adversely affect our revenue, operating margins and cash flows. If our backlog is reduced due to the financial difficulties of our customers, our revenue and operating margins would be further negatively
impacted.

The current global recession may have significant effects on our customers and suppliers, which could adversely affect our business,
operating results and financial condition.

The current global recession, as well as a slow recovery period, may lead to lower
demand for our services, increased incidences of our customers inability to pay for our services, or the insolvency of our customers. In



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addition, if our suppliers face challenges in obtaining credit, selling their products or otherwise in operating their businesses profitably, they may raise
prices, lower production levels or cease operations. Many economists are now predicting that the current recession in the United States economy and the global economy may be prolonged as a result of the deterioration in the credit markets and
related financial crisis, as well as a variety of other factors. Any of these events may negatively impact our sales, revenue generation and margins, and consequently adversely affect our business, operating results and financial condition.

We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business, remain in compliance
with debt covenants and make payments on our indebtedness.

As of
December 31, 2008, on a pro forma basis after giving effect to the 2009 Sub Holdco Notes Offering and the Tender Offer, (a) Intelsat Sub Holdco and its subsidiaries would have had approximately $4.1 billion principal amount of total
third-party debt (including the guarantee by Intelsat Sub Holdco and certain of its subsidiaries of Intelsat Jacksons $1.0 billion senior unsecured credit agreement dated February 2, 2007 (the Intelsat Jackson Senior Unsecured
Credit Agreement) and $810.9 million senior unsecured credit agreement dated July 1, 2008 (the New Intelsat Jackson Senior Unsecured Credit Agreement and, together with the Intelsat Jackson Senior Unsecured Credit Agreement,
the Intelsat Jackson Unsecured Credit Agreements) and Intelsat Jacksons 91/4% Senior Notes due 2016 and 91/2% Senior Notes due 2016) on a consolidated basis, (b) Intermediate Holdco and its subsidiaries would have had approximately
$4.5 billion principal amount of total third-party debt (including the guarantee by Intelsat Sub Holdco and certain of its subsidiaries of the Intelsat Jackson Unsecured Credit Agreements and Intelsat Jacksons 91/4% Senior Notes due 2016 and 91/2% Senior Notes due 2016) on a consolidated basis, (c) Intelsat Jackson would have had approximately $9.3 billion principal amount of total third-party debt on a consolidated basis, (d) Intelsat Bermuda would
have had approximately $14.3 billion principal amount of total third-party debt on a consolidated basis, approximately $2.5 billion of which would have been secured debt, (e) Intelsat, Ltd. would have had approximately $15.2 billion principal
amount of total third-party debt on a consolidated basis, approximately $2.5 billion of which would have been secured debt, and (f) Intelsat Corp would have had approximately $3.4 billion principal amount of total third-party debt on a
consolidated basis, approximately $2.2 billion of which would have been secured debt. In addition, as of December 31, 2008, Intelsat Sub Holdco and Intelsat Corp, the direct borrowers under their respective senior secured credit facilities, had
$237.5 million (net of standby letters of credit) and $172.9 million (net of standby letters of credit), respectively, of availability under their senior secured credit facilities, all of which would be obligations of Intelsat Sub Holdco, Intelsat
Corp or their respective guarantors. One of the lenders under our revolving credit facilities, representing approximately 12% of the aggregate lender commitments under each of Intelsat Sub Holdcos and Intelsat Corps revolving credit
facilities, equivalent to approximately $31.1 million and $20.8 million, respectively, of availability for each of Intelsat Sub Holdco and Intelsat Corp at December 31, 2008, did not provide any funds in response to September 2008 borrowing
requests we made under each of the revolving credit facilities. We are currently pursuing various alternatives with other potential lenders to obtain commitments to fill this availability shortfall, but cannot as yet confirm whether we will be
successful. The September 2008 revolver borrowings were subsequently repaid in full in December 2008.

The
indentures and credit agreements governing a substantial portion of the outstanding debt of Intelsat Bermuda, Intelsat Jackson, Intermediate Holdco and Intelsat Sub Holdco and their respective subsidiaries permit each of these companies to make
payments to their respective direct and indirect parent companies to fund the cash interest payments on such indebtedness, so long as no default or event of default shall have occurred and be continuing or would occur as a consequence thereof.

Our substantial indebtedness could have important consequences. For example, it could:



| |  |  | make it more difficult for us to satisfy obligations with respect to indebtedness, including through refinancing, and any failure to comply with the obligations of
any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the indentures governing our notes and the agreements governing such other indebtedness;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | require us to dedicate a substantial portion of available cash flow to pay principal and interest on debt, which will reduce the funds available for working
capital, capital expenditures, acquisitions and other general corporate purposes;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limit flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | limit our ability to engage in strategic transactions or implement our respective business strategies;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | limit our ability to borrow additional funds; and
| | - |  | -------------------------------------------------



| |  |  | place us at a disadvantage compared to any competitors that have less debt.
| | - |  | ---------------------------------------------------------------------------

Any of the factors listed above could materially and adversely affect our business and our results of operations. Furthermore, our interest expense could
increase if interest rates rise because certain portions of our debt bear interest at floating rates. If we do not have sufficient cash flow to service our debt, we may be required to refinance all or part of our existing debt, sell assets, borrow
more money or sell securities, none of which we can guarantee we will be able to do.

We may be able to incur significant additional
indebtedness in the future. Although the agreements governing our indebtedness contain restrictions on the incurrence of certain additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions, and the
indebtedness incurred in compliance with these restrictions could be substantial. If we incur new indebtedness, the related risks, including those described above, could intensify.

The terms of Intelsat Sub Holdcos and Intelsat Corporations senior secured credit facilities, the Intelsat Jackson Unsecured Credit Agreements, the indentures governing our existing notes and the
terms of our other indebtedness may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.

The credit agreements governing Intelsat Sub Holdcos and Intelsat Corporations senior secured credit facilities, the Intelsat Jackson
Unsecured Credit Agreements, the indentures governing our existing notes and our other outstanding indebtedness contain and any future indebtedness of ours would likely contain, a number of restrictive covenants imposing significant operating and
financial restrictions on Intelsat Sub Holdco, Intermediate Holdco, Intelsat Jackson, Intelsat Bermuda, Intelsat, Ltd. and some or all of their subsidiaries, as well as on Intelsat Holding Corporation and Intelsat Corporation and certain of their
subsidiaries, including restrictions that may limit Intelsat Sub Holdcos, Intermediate Holdcos, Intelsat Jacksons, Intelsat Bermudas, Intelsat, Ltd.s, Intelsat Holding Corporations, Intelsat Corporations or
their respective subsidiaries ability to engage in acts that may be in our long-term best interests. The senior secured credit facilities of Intelsat Sub Holdco and Intelsat Corporation include a financial covenant that requires the applicable
borrower not to exceed a maximum senior secured leverage ratio. In addition, the senior secured credit facilities require the applicable borrower to use a portion of the proceeds of certain asset sales, in excess of a specified amount, that are not
reinvested in its business to repay indebtedness under such facilities.

The credit agreements governing the senior secured credit
facilities, the Intelsat Jackson Unsecured Credit Agreements and the indentures governing our existing notes and our other outstanding indebtedness include or will include covenants restricting, among other things, the ability of Intelsat Sub
Holdco, Intermediate Holdco, Intelsat Jackson, Intelsat Bermuda, and Intelsat Corporation, or their respective subsidiaries, to:



| |  |  | incur or guarantee additional debt or issue disqualified stock;
| | - |  | ---------------------------------------------------------------



| |  |  | pay dividends, or make redemptions, repurchases or distributions, with respect to ordinary shares or capital stock;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | create or incur certain liens;
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| |  |  | make certain loans or investments;
| | - |  | ----------------------------------



| |  |  | engage in mergers, acquisitions, amalgamations, asset sales and sale and leaseback transactions; and
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | engage in transactions with affiliates.
| | - |  | ---------------------------------------

These covenants are subject to a number of qualifications and exceptions.

The operating and financial restrictions and covenants
in our existing debt agreements and any future financing agreements may adversely affect our ability to finance future operations or capital needs or to engage in other business activities. A breach of any of the restrictive covenants in Intelsat
Sub Holdcos senior secured credit facilities or Intelsat Corps senior secured credit facilities could result in a default under the applicable senior secured credit facilities. If any such default occurs, the lenders under the applicable
credit facilities may elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable, enforce their security interest or require us to apply all available cash to repay these borrowings.
If this occurred under our senior secured credit facilities, this would result in an event of default under our existing notes and the Intelsat Jackson Unsecured Credit Agreements. The lenders under the senior secured credit facilities will also
have the right in these circumstances to terminate any commitments they have to fund further borrowings. If Intelsat Sub Holdco or Intelsat Corporation were unable to repay outstanding borrowings when due, the lenders under the applicable senior
secured credit facilities would have the right to proceed against the collateral granted to them to secure the debt owed to them. If the repayment of the debt under one or both of these senior secured credit facilities were to be accelerated, our
assets might not be sufficient to repay such debt in full or to repay the notes and our other debt.

Our business is capital intensive, and we may
not be able to raise adequate capital to finance our business strategies, or we may be able to do so only on terms that significantly restrict our ability to operate our business.

Implementation of our business strategy requires a substantial outlay of capital. As we pursue our business strategies and seek to respond to
opportunities and trends in our industry, our actual capital expenditures may differ from our expected capital expenditures and there can be no assurance that we will be able to satisfy our capital requirements in the future. We currently expect
that the majority of our liquidity requirements in 2009 will be satisfied by cash on hand, cash generated from our operations and borrowings under our revolving credit facilities. However, if we determine we need to obtain additional funds through
external financing and are unable to do so, we may be prevented from fully implementing our business strategy.

The availability and cost
to us of external financing depend on a number of factors, including our credit rating and financial performance and general market conditions. Both our credit rating, which was downgraded by Moodys Investor Services Inc. in June 2006, in
January 2008 and again in February 2009 and by Standard & Poors Ratings Group, or S&P, in June 2006, June 2007 and again in February 2008 (but only with respect to one tranche of our debt), and our ability to obtain financing
generally, may be influenced by the supply and demand characteristics of the telecommunications sector in general and of the FSS sector in particular. Declines in our expected future revenue under contracts with customers and challenging business
conditions faced by our customers are among the other factors that may adversely affect our credit. Other factors that could impact our credit rating include the amount of debt in our current capital structure, activities associated with our
strategic initiatives, our expected future cash flows and the capital expenditures required to execute our business strategy. The overall impact on our financial condition of any transaction that we pursue may be negative or may be negatively
perceived by the financial markets and ratings agencies and may result in adverse rating agency actions with respect to our credit rating. A credit rating downgrade or deterioration in our financial performance could limit our ability to obtain
financing or could result in any such financing being available only at greater cost or on more restrictive terms than might otherwise be available.

Our indentures and the agreements related to Intelsat Sub Holdcos and Intelsat Corporations senior secured credit facilities and the Intelsat Jackson Unsecured Credit Agreements impose restrictions on us
that may



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limit our flexibility in conducting our business and implementing our strategies. For example, Intelsat Sub Holdcos and Intelsat Corporations
senior secured credit facilities contain financial and operating covenants that, among other things, require the applicable borrower not to exceed a maximum senior secured leverage ratio and limit their ability to pledge their assets as security for
additional borrowings. These restrictions will likely make it more difficult for us to obtain further external financing if we require it and could significantly restrict our ability to operate our business.

Long-term disruptions in the capital and credit markets as a result of uncertainty due to the current global recession, changing or increased regulation
or failures of significant financial institutions could adversely affect our access to capital. If financial market disruptions intensify it may make it difficult for us to raise additional capital or refinance debt when needed, on acceptable terms
or at all. Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business needs can be arranged. Such measures could include deferring
capital expenditures and reducing or eliminating other discretionary uses of cash.

We may become subject to unanticipated tax liabilities that may
have a material adverse effect on our results of operations.

Intelsat, Ltd., Intelsat Bermuda, Intelsat Jackson and certain of
their subsidiaries are Bermuda-based companies, and we believe that a significant portion of the income derived from our communications network will not be subject to tax in Bermuda, which currently has no corporate income tax, or in other countries
in which we conduct activities or in which our customers are located, including the United States and the United Kingdom. However, this belief is based on the anticipated nature and conduct of our business, which may change. It is also based on our
current position under the tax laws of the countries in which we have assets or conduct activities. This position is subject to review and possible challenge by taxing authorities and to possible changes in law that may have a retroactive effect.
For example, Intelsat, Ltd. and its non-U.S. subsidiaries intend to conduct their operations (and believe they have conducted their operations to date) so that Intelsat, Ltd. and its non-U.S. subsidiaries will not be (and have not been) engaged in a
trade or business within the United States, will not earn (and have not earned) income effectively connected with such a business that would be subject to U.S. federal income tax and will not be subject (and have not been subject) to significant
U.S. withholding tax. However, the U.S. Internal Revenue Service may conclude that Intelsat, Ltd. and/or its non-U.S. subsidiaries have engaged in a trade or business within the United States and/or have been subject to significant U.S. withholding
tax. Such a determination could result in a substantial unanticipated tax liability for us. In addition, legislation is proposed from time to time in various jurisdictions, relating to changes in laws which, if enacted, could have a material adverse
effect on our results of operations.

In December 2006, the U.S. Department of the Treasury finalized regulations with respect to the
source of international and other types of communications income. The regulations as adopted may, under certain circumstances, subject us to U.S. withholding tax on a significant portion of our income, possibly even if we are not found to have
engaged in a trade or business within the United States or to have had an office or other fixed place of business in the United States.

We
conduct business with customers and counterparties in multiple countries and jurisdictions. Our overall tax burden is affected by tax legislation in these jurisdictions and the terms of income tax treaties between these countries and the countries
in which our subsidiaries are qualified residents for treaty purposes as in effect from time to time. Tax legislation in these countries and jurisdictions may be amended and treaties are regularly renegotiated by the contracting countries and, in
each case, may change. If tax legislation or treaties were to change, we could become subject to additional taxes that could have a material adverse effect on our financial condition or results of operations.

The extent to which certain taxing jurisdictions may require us to pay tax or to make payments in lieu of tax cannot be determined in advance. In
addition, our operations and payments due to us may be affected by changes in taxation, including retroactive tax claims or assessments of withholding on amounts payable to us or other



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taxes assessed at the source, in excess of the taxation we anticipate based on business contacts and practices and the current tax regimes. Our results of
operations could be materially adversely affected if we become subject to a significant amount of unanticipated tax liabilities.

We are subject to
political, economic and other risks due to the international nature of our operations.

We provide communications services in
approximately 200 countries and territories. Accordingly, we may be subject to greater risks than other satellite operators as a result of the international nature of our business operations. We could be harmed financially and operationally by
tariffs, taxes and other trade barriers that may be imposed on our services, or by political and economic instability in the countries in which we provide service. If we ever need to pursue legal remedies against our customers or our business
partners located outside of Bermuda, the United States or the United Kingdom, it may be difficult for us to enforce our rights against them.

Almost all of our customers pay for our services in U.S. dollars, although we are exposed to some risk related to customers who do not pay in U.S. dollars. Fluctuations in the value of non-U.S. currencies may make payment in U.S. dollars
more expensive for our non-U.S. customers. In addition, our non-U.S. customers may have difficulty obtaining U.S. currency and/or remitting payment due to currency exchange controls.

Our New Sponsors control us and may have conflicts of interest with us in the future.

Intelsat Holdings is controlled by affiliates of the New Sponsors and the funds advised by or associated with the New Sponsors. The New Sponsors, together with certain members of our senior management team and other designated employees,
beneficially own substantially all of the equity interests in Intelsat Global, which is the direct parent of Intelsat Global Subsidiary, which is the direct parent of Intelsat Holdings, which is the direct parent of Intelsat, Ltd. and the indirect
parent of Intelsat Bermuda. The New Sponsors also own a portion of the outstanding notes issued by Intelsat Bermuda. The New Sponsors have control over our decisions to enter into any corporate transaction and have the ability to prevent any
transaction that requires the approval of shareholders. For example, the New Sponsors could cause us to make acquisitions that increase the amount of our indebtedness. Additionally, the New Sponsors are in the business of making investments in
companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. The New Sponsors may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those
acquisition opportunities may not be available to us. So long as the New Sponsors continue to own a significant amount of the equity of Intelsat Global, they will continue to be able to strongly influence or effectively control our decisions.

We may not be able to complete strategic transactions, which may prevent us from implementing strategies to grow our business.

We intend to continue to evaluate and pursue strategic transactions that can, among other things, broaden our customer base, provide enhanced
geographic presence and provide complementary technical and commercial capabilities. Successful completion of any strategic transaction we identify depends on a number of factors that are not entirely within our control, including our ability to
negotiate acceptable terms, conclude satisfactory agreements and obtain all necessary regulatory approvals. In addition, we may need to finance any strategic transaction that we identify, and may not be able to obtain the necessary financing on
satisfactory terms and within the timeframe that would permit a transaction to proceed. We may also fail to discover liabilities of a business or operating or other problems prior to completing a transaction. We could experience adverse accounting
and financial consequences, such as the need to make large provisions against the acquired assets or to write down the acquired assets. We might also experience a dilutive effect on our earnings. In addition, depending on how any such transaction is
structured, there may be an adverse impact on our capital structure. We may incur significant costs arising from our efforts to engage in strategic transactions, and such costs may exceed the returns that we realize from a given transaction.
Moreover, these expenditures may not result in the successful completion of a transaction.



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We could be prevented from, or significantly delayed in, achieving our strategic goals if we are unable
to complete strategic transactions or to integrate acquired businesses successfully into our business. Any strategic transactions that we do complete may not promote our business strategy, may negatively affect the value of our business or may
adversely affect our prospects for long-term growth.

Risk Factors Relating to Our Industry

We may experience in-orbit satellite failures or degradations in performance that could impair the commercial performance of our satellites, which could lead to
lost revenue, an increase in our cash operating expenses, lower operating income or lost backlog.

Satellites utilize highly complex
technology and operate in the harsh environment of space and, accordingly, are subject to significant operational risks while in orbit. These risks include malfunctions, commonly referred to as anomalies, that have occurred in our satellites and the
satellites of other operators as a result of:



| |  |  | the satellite manufacturers error, whether due to the use of new and largely unproven technology or simply due to a manufacturing defect;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | problems with the power systems of the satellites, including:
| | - |  | -------------------------------------------------------------



| |  |  | circuit failures or other array degradation causing reductions in the power output of the solar arrays on the satellites, which could require us to forego the use
of some transponders initially and to turn off additional transponders in later years; and/or
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | failure of the cells within the batteries, whose sole purpose is to power the payload and spacecraft operations during the daily eclipse periods which occur for
brief periods of time during two 40-day periods around March 21 and September 21 of each year; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | problems with the control systems of the satellites, including:
| | - |  | ---------------------------------------------------------------



| |  |  | failure of the primary and/or backup SCP; and
| | - |  | ---------------------------------------------



| |  |  | failure of the XIPS used on certain Boeing satellites, which is an electronic propulsion system that maintains the spacecrafts proper in-orbit position;
and/or
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | general failures resulting from operating satellites in the harsh space environment.
| | - |  | ------------------------------------------------------------------------------------

We have experienced anomalies in each of the categories described above. Although we work closely with the satellite manufacturers to determine and
eliminate the cause of these anomalies in new satellites and provide for on-satellite backups for certain critical components to minimize or eliminate service disruptions in the event of failure, we may experience anomalies in the future, whether of
the types described above or arising from the failure of other systems or components. We could experience equipment or subsystem failures due to design, manufacturing or assembly errors that were not discovered before launch, premature component
failure or wear out, and/or the harsh environment of space. These anomalies can manifest themselves in scale from minor reductions of equipment redundancy to marginal reductions in capacity to complete satellite failure. Some of our satellites have
experienced significant anomalies in the past and some have components that are now known to be susceptible to similar significant anomalies. Each of these is discussed in Item 1BusinessSatellite Health and Technology. An
on-satellite backup may not be available upon the occurrence of such an anomaly.

Any single anomaly or series of anomalies could
materially and adversely affect our operations, our revenues, our relationship with our current customers and our ability to attract new customers for our satellite services. In particular, future anomalies may result in the loss of individual
transponders on a satellite, a group of transponders on that satellite or the entire satellite, depending on the nature of the anomaly and the availability of on-satellite backups. Anomalies and our estimate of their future effect may also cause a
reduction of the expected service life of a satellite and contracted backlog. Anomalies may also cause a reduction of the revenue generated by that satellite or the recognition of an impairment loss. Finally, the occurrence of anomalies may
adversely



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affect our ability to insure our satellites at commercially reasonable premiums, if at all. While some anomalies are covered by insurance policies, others
are not or may not be covered. SeeRisk Factors Relating to Our BusinessOur financial condition could be materially and adversely affected if we were to suffer a satellite loss that is not adequately covered by insurance.

We have experienced some technical problems with our current satellite fleet. Many of these problems have been component failures and anomalies, such as
anomalies in our Galaxy 27 satellite in November 2004, our IS-804 satellite in January 2005, our IS-802 satellite in September 2006 and our Galaxy 26 satellite in June 2008, as described elsewhere in this Annual Report.

Our Galaxy 26 and Galaxy 27 satellites experienced sudden anomalies in their electrical distribution systems that resulted in the loss of control of the
satellites and the interruption of customer services on the satellites. We participated in failure review boards with the manufacturer, SS/L, to investigate the causes of the Galaxy 26 and Galaxy 27 satellite anomalies. The boards identified the
likely root cause of the anomalies as a design flaw that is affected by a number of parameters and in some extreme cases can result in an electrical system anomaly. This design flaw exists on three of our satellites, Galaxy 27, Galaxy 26 and IS-8.

Our IS-804 satellite experienced a sudden and unexpected electrical power system anomaly that resulted in the total loss of the satellite.
We established and participated in a failure review board with the manufacturer, LM, to investigate the cause of the IS-804 anomaly. The IS-804 satellite was a LM 7000 series satellite, and we operate three other satellites in the LM 7000 series,
the IS-801, IS-802 and IS-805 satellites. As discussed below, IS-802 also experienced an anomaly in September 2006. The failure review board released its report on IS-804 in November 2005. We believe, based on the failure review boards
analysis, that the IS-804 satellite failure is not likely to have been caused by an IS-804 specific workmanship or hardware element, but is most likely caused by a high current event in the battery circuitry triggered by an electrostatic discharge
that propagated to cause the sudden failure of the high voltage power system.

Our IS-802 satellite experienced a reduction of electrical
power capability that resulted in a degraded capability of the satellite. Eleven transponders on IS-802 were subsequently reactivated and are operating normally. We restored service for substantially all IS-802 customers on both IS-802 and other
satellites of our fleet. We also established an ARB with LM, the manufacturer of IS-802, to investigate the cause of the anomaly. Based on the ARBs report, we believe that the IS-802 anomaly is most likely to have been caused by an electrical
short internal to the solar array harness located on the south solar array boom.

We may also experience additional anomalies relating to
the failure of the SCP in certain of our Boeing model 601, or BSS 601, satellites (not including our BSS 601 HP satellites), various anomalies associated with XIPS in our BSS 601 HP satellites or a progressive degradation of the solar arrays in
certain of our Boeing model 702, or BSS 702, satellites.

Three of the BSS 601 satellites that we operated in the past, as well as BSS 601
satellites operated by others, have experienced a failure of the primary and backup SCPs. On January 15, 2006, our Galaxy 3R satellite, operating in an inclined orbit at 74°WL, experienced an anomaly of its back-up SCP and was taken out of
service. This event did not have a material impact on our operations or financial results. One of the BSS 601 satellites that we currently operate has experienced a failure of the primary SCP.

Certain of the BSS 601 HP satellites have experienced various problems associated with their XIPS. We currently operate five satellites of this type, one
of which has experienced failures of both XIPS. We may in the future experience similar problems associated with XIPS or other propulsion systems on our satellites. In 2004, based on a review of available data, we reduced our estimate of the service
life of one of our BSS 601 HP satellites, IS-9, and as a result, we accelerated depreciation expense related to this satellite.



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Two of the three BSS 702 satellites that we operate, as well as BSS 702s of a similar design operated by
others, have experienced a progressive degradation of their solar arrays causing a reduction in output power. Along with the manufacturer, we continually monitor the problem to determine its cause and its expected effect. The power reduction may
require us to permanently turn off certain transponders on the affected satellites to allow for the continued operation of other transponders, which could result in a loss of revenues, or may result in a reduction of the satellites service
life. In 2004, based on a review of available data, we reduced our estimate of the service lives of both satellites due to the continued degradation.

We may experience a launch failure or other satellite damage or destruction during launch, which could result in a total or partial satellite loss. A new satellite could also fail to achieve its designated orbital location after
launch. Any such loss of a satellite could negatively impact our business plans and could reduce our revenue.

Satellites are
subject to certain risks related to failed launches. Launch failures result in significant delays in the deployment of satellites because of the need both to construct replacement satellites, which can take 24 months or longer, and to obtain other
launch opportunities. Such significant delays could materially and adversely affect our operations and our revenue. In addition, significant delays could give customers who have purchased or reserved capacity on that satellite a right to terminate
their service contracts relating to the satellite. We may not be able to accommodate affected customers on other satellites until a replacement satellite is available. A customers termination of its service contracts with us as a result of a
launch failure would reduce our contracted backlog. Delay caused by launch failures may also preclude us from pursuing new business opportunities and undermine our ability to implement our business strategy.

Launch vehicles may also under-perform, in which case the satellite may still be placed into service by using its onboard propulsion systems to reach the
desired orbital location, resulting in a reduction in its service life. In addition, although we have had launch insurance on all of our launches to date, if we were not able to obtain launch insurance on reasonable terms and a launch failure were
to occur, we would directly suffer the loss of the cost of the satellite and related costs, which could be more than $200 million.

Since 1975, we and the entities we have acquired have launched 103 satellites. Eight of these satellites were destroyed as a result of launch failures. In addition, certain launch vehicles that we have used or are scheduled to use have
experienced launch failures in the past. Launch failure rates vary according to the launch vehicle used.

New or proposed satellites are subject to
construction and launch delays, the occurrence of which can materially and adversely affect our operations.

The construction and
launch of satellites are subject to certain delays. Such delays can result from the delays in the construction of satellites and launch vehicles, the periodic unavailability of reliable launch opportunities, possible delays in obtaining regulatory
approvals and launch failures. We have in the past experienced delays in satellite construction and launch which have adversely affected our operations. Future delays may have the same effect. A significant delay in the future delivery of any
satellite may also adversely affect our marketing plan for the satellite. If satellite construction schedules are not met, a launch opportunity may not be available at the time a satellite is ready to be launched. Further, any significant delay in
the commencement of service of any of our satellites could enable customers who pre-purchased or agreed to utilize transponder capacity on the satellite to terminate their contracts and could affect our plans to replace an in-orbit satellite prior
to the end of its service life. The failure to implement our satellite deployment plan on schedule could have a material adverse effect on our financial condition and results of operations. Delays in the launch of a satellite intended to replace an
existing satellite that results in the existing satellite reaching its end of life before being replaced could result in loss of business to the extent an in-orbit backup is not available.



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Our dependence on outside contractors could result in increased costs and delays related to the launch of our new
satellites, which would in turn adversely affect our business, operating results and financial condition.

There are a limited
number of companies that we are able to use to launch our satellites and a limited number of commercial satellite launch opportunities available in any given time period. Adverse events with respect to our launch service providers, such as satellite
launch failures, could result in increased costs or delays in the launch of our satellites. General economic conditions may also affect the ability of launch providers to provide launch services on commercially reasonable terms or to fulfill their
obligations in terms of launch dates, pricing, or both. In the event that our launch service providers are unable to fulfill their obligations, we may have difficulty procuring alternative services in a timely manner and may incur significant
additional expenses as a result. Any such increased costs and delays could have a material adverse effect on our business, operating results and financial condition.

Risk Factors Relating to Regulation

We are subject to regulatory and licensing requirements in each of the
countries in which we provide services, and our business is sensitive to regulatory changes in those countries.

The
telecommunications industry is highly regulated, and in connection with providing satellite capacity, ground network uplinks, downlinks and other value-added services to our customers, we need to maintain regulatory approvals, and from time to time
obtain new regulatory approvals, from various countries. Obtaining and maintaining these approvals can involve significant time and expense. If we cannot obtain or are delayed in obtaining the required regulatory approvals, we may not be able to
provide these services to our customers or expand into new services. In addition, the laws and regulations to which we are subject could change at any time, thus making it more difficult for us to obtain new regulatory approvals or causing our
existing approvals to be revoked or adversely modified. Because the regulatory schemes vary by country, we may also be subject to regulations of which we are not presently aware and could be subject to sanctions by a foreign government that could
materially and adversely affect our operations in that country. If we cannot comply with the laws and regulations that apply to us, we could lose our revenue from services provided to the countries and territories covered by these laws and
regulations and be subject to criminal or civil sanctions.

If we do not maintain regulatory authorizations for our existing satellites and
associated ground facilities or obtain authorizations for our future satellites and associated ground facilities, we may not be able to operate our existing satellites or expand our operations.

Our operation of existing satellites is authorized and regulated by the FCC, the U.K. Office of Communications (Ofcom), the telecommunications
licensing authority in Papua New Guinea, known as PANGTEL, the telecommunications ministry of Japan, and the regulatory agency of Germany, known as BNetzA. If we do not maintain authorizations for our existing satellites, we would not be able to
operate the satellites covered by those authorizations, unless we obtained authorization from another licensing jurisdiction. Some of our authorizations provide waivers of technical regulations. If we do not maintain these waivers, we would be
subject to operational restrictions or interference that would affect our use of existing satellites. Loss of a satellite authorization could cause us to lose the revenue from services provided by that satellite at a particular orbital location to
the extent these services cannot be provided by satellites at other orbital locations.

Our launch and operation of planned satellites
require additional regulatory authorizations from the FCC or a non-U.S. licensing jurisdiction, some of which we have already obtained. If we do not obtain any required authorizations in the future, we would not be able to operate our planned
satellites. If we obtain a required authorization but we do not meet milestones regarding the construction, launch and operation of a satellite by deadlines that may be established in the authorization, we could lose our authorization to operate a
satellite using certain frequencies in an orbital location. Any authorizations we obtain may also impose operational restrictions or permit interference that could affect our use of planned satellites.



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If we do not occupy unused orbital locations by specified deadlines, or do not maintain satellites in orbital
locations we currently use, those orbital locations may become available for other satellite operators to use.

Our in-orbit
satellites do not currently occupy all of the orbital locations for which we have obtained regulatory authorizations. If we are unable to place satellites into currently unused orbital locations by specified deadlines and in a manner that satisfies
the ITU, or national regulatory requirements, or if we are unable to maintain satellites at the orbital locations that we currently use, we may lose our rights to use these orbital locations and the locations could become available for other
satellite operators to use. We cannot operate our satellites without a sufficient number of suitable orbital locations in which to place the satellites. The loss of one or more of our orbital locations could negatively affect our plans and our
ability to implement our business strategy.

Coordination results may adversely affect our ability to use a satellite at a given orbital location for
our proposed service or coverage area.

We are required to record frequencies and orbital locations used by our satellites with the
ITU and to coordinate the use of these frequencies and orbital locations in order to avoid interference to or from other satellites. The results of coordination may adversely affect our use of satellites at particular orbital locations. If we are
unable to coordinate our satellites by specified deadlines, we may not be able to use a satellite at a given orbital location for our proposed service or coverage area. The use of our satellites may also be temporarily or permanently adversely
affected if the operation of adjacent satellite networks does not conform to coordination agreements resulting in the acceptable interference levels being exceeded (e.g., due to operational errors associated with the transmissions to adjacent
satellite networks).

Our failure to maintain or obtain authorizations under the U.S. export control and trade sanctions laws and regulations could
have a material adverse effect on our business.

The export of satellites and technical information related to satellites, earth
station equipment and provision of services to certain countries are subject to State Department, Commerce Department and Treasury Department regulations. If we do not maintain our existing authorizations or obtain necessary future authorizations
under the export control laws and regulations of the United States, we may be unable to export technical information or equipment to non-U.S. persons and companies, including to our own non-U.S. employees, as required to fulfill existing contracts.
If we do not maintain our existing authorizations or obtain necessary future authorizations under the trade sanctions laws and regulations of the United States, we may not be able to provide satellite capacity and related administrative services to
certain countries subject to U.S. sanctions. In addition, because we conduct management activities from Bermuda, our U.S. suppliers must comply with U.S. export control laws and regulations in connection with their export of satellites and related
equipment and technical information to us. Our ability to acquire new satellites, launch new satellites or operate our satellites could also be negatively affected if our suppliers do not obtain required U.S. export authorizations.

If we do not maintain required security clearances from, and comply with our agreements with, the U.S. Department of Defense, we will not be able to continue to
perform our obligations under classified U.S. government contracts.

To participate in classified U.S. government programs, we
sought and obtained security clearances for one of our subsidiaries from the U.S. Department of Defense as required under the national security laws and regulations of the United States by entering into a proxy agreement with the U.S. government. If
we do not maintain these security clearances, we will not be able to perform our obligations under any classified U.S. government contracts to which our subsidiary is a party, the U.S. government would have the right to terminate our contracts
requiring access to classified information and we will not be able to enter into new classified contracts. As a result, our business could be materially adversely affected. Further, if we materially violate the terms of the proxy agreement, which
limits our ability to control the operations of this subsidiary, the subsidiary holding the security clearances may be suspended or debarred from performing any government contracts, whether classified or unclassified.



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|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------

Not applicable.



|Item 2. | Properties
|------- | ----------

We own the two facilities in which most
of our operations and employees are located in Washington, D.C. and Ellenwood, Georgia. We own the Washington, D.C. building where our administrative headquarters and primary satellite operations center are located. The land that underlies this
building is leased from the U.S. government pursuant to a lease that expires in 2081. The building has approximately 917,000 gross square feet, of which approximately 546,500 square feet is used for office space and satellite operations facilities.
See Item 1BusinessOur NetworkNetwork Operations and Current Ground Facilities for descriptions of these facilities. The building also houses the majority of our sales and marketing support staff and other administrative
personnel. We also lease approximately 25,785 square feet in Bethesda, Maryland where the employees of our Intelsat General subsidiary are located.

We also own a facility in Ellenwood, Georgia in which our primary customer service center is located. The facility has approximately 129,000 square feet of office space and operations facilities, which are based in two buildings and
multiple antenna shelters on the property. See Item 1BusinessOur NetworkNetwork Operations and Current Ground Facilities for descriptions of these facilities.

Our backup satellite operations center is located at a facility which we own in Long Beach, California, which includes approximately 68,875 square feet
for administrative and operational facilities. Our current plan is to lease a significant portion of this facility to third parties.

We
use a worldwide ground network to operate our satellite fleet and to manage the communications services that we provide to our customers. This network is comprised of 49 owned and leased earth station and teleport facilities around the world,
including 21 earth stations that perform TT&C services.

The six TT&C earth stations in our ground network which we own are located
in Ellenwood, Georgia, Fillmore, Napa and Riverside, California, Paumalu, Hawaii and Fuchsstadt, Germany. We lease facilities at 15 other locations for TT&C services. We also contract with the owners of some of these TT&C stations for the
provision of additional services. Other earth stations in our ground network include earth stations in locations such as Argentina, Australia, Bahrain, India, Italy, South Korea, Russia, South Africa, French Polynesia, Taiwan, Uruguay and the United
Arab Emirates. Our network also consists of the leased communications links that connect the earth stations to our satellite operations center located at our Washington, D.C. building and to our back-up operations facility.

In addition to providing TT&C services for the operation of our satellite fleet, we own and lease facilities in order to provide teleport services to
our customers. We own seven teleports in Riverside, Napa and Fillmore, California, Ellenwood, Georgia, Paumalu, Hawaii, Hagerstown, Maryland and Fuchsstadt, Germany. We lease teleport facilities at a number of other U.S. and international locations,
including Castle Rock, Colorado, Australia, the United Arab Emirates, Italy, China, South Korea and Kuwait.

We have established points of
presence connected by leased fiber at key traffic exchange points around the world, including Los Angeles, New York, Hong Kong and London. We lease our facilities at these traffic exchange points. We have also established video points of presence
connected by leased fiber at key video exchange points around the world, including Los Angeles, Denver, New York, Washington, D.C. and London. We lease our facilities at these video exchange points. We use our teleports and points of presence in
combination with our satellite network to provide our customers with managed services and video services.

We lease office space in
Hamilton, Bermuda, London, England, and Wilton, Connecticut. Our Bermuda office was established in 2001 and serves as the headquarters for Intelsat Global, Intelsat Global Subsidiary,



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Intelsat Holdings, Intelsat, Ltd., Intelsat Bermuda, Intelsat Jackson, Intermediate Holdco and Intelsat Sub Holdco. Our London office houses the employees of
Intelsat Global Sales, our sales and marketing subsidiary, and functions as our global sales headquarters. The Wilton, Connecticut office formerly housed the administrative functions of the prior PanAmSat business. This facility is under a lease set
to expire in 2011, and we subleased this space to third parties in mid-2007, when we discontinued our operations at this facility under our integration plans. We also lease office space in New York, Florida, Australia, Brazil, China, France,
Germany, India, Japan, Luxembourg, Mexico, Singapore, South Africa and the United Arab Emirates for our local sales and marketing support offices.



|Item 3. | Legal Proceedings
|------- | -----------------

We are subject to litigation in
the ordinary course of business, but management does not believe that the resolution of any pending proceedings would have a material adverse effect on our financial position or results of operations.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

Not applicable.



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PART II



|Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------

Not applicable.



|Item 6. | Selected Financial Data
|------- | -----------------------

The following selected
historical consolidated financial data should be read in conjunction with, and is qualified by reference to, Item 7Managements Discussion and Analysis of Financial Condition and Results of Operations and our audited consolidated
financial statements and their notes included elsewhere in this Annual Report. The consolidated statement of operations data and consolidated cash flow data for the years ended December 31, 2006 and 2007, for the period January 1, 2008 to
January 31, 2008 (predecessor entity) and the period February 1, 2008 to December 31, 2008 (successor entity), and the consolidated balance sheet data as of December 31, 2007 and 2008 have been derived from consolidated financial
statements audited by KPMG LLP, an independent registered public accounting firm, included elsewhere in this Annual Report. The consolidated statement of operations data and consolidated cash flow data for the years ended December 31, 2004, the
period January 1, 2005 to January 31, 2005 (predecessor entity) and the period February 1, 2005 to December 31, 2005 (predecessor entity) and the consolidated balance sheet data as of December 31, 2004, 2005 and 2006 have
been derived from consolidated financial statements that are not included in this Annual Report.



|                                                                     |  |                            |           |   |                             |   |                    |      |  |                               |  |                  |                        |   |  |                             |            |   |  |   |                               |   |  |   |          |   |  |  |  |   |            |  
|-------------------------------------------------------------------- |  | -------------------------- | --------- | - | --------------------------- | - | ------------------ | ---- |  | ----------------------------- |  | ---------------- | ---------------------- | - |  | --------------------------- | ---------- | - |  | - | ----------------------------- | - |  | - | -------- | - |  |  |  | - | ---------- | -
|                                                                     |  | Predecessor Entity         |           |   |                             |   | Predecessor Entity |      |  |                               |  | Successor Entity |                       
|                                                                     |  | Year EndedDecember 31,2004 |           |   | January 1 toJanuary 31,2005 |   |                    |      |  | February 1 toDecember 31,2005 |  |                  | Year EndedDecember 31, |   |  | January 1 toJanuary 31,2008 |            |   |  |   | February 1 toDecember 31,2008 |  
|                                                                     |  |                            |           |   | 2006                        |   |                    | 2007 |  |                               |  |                 
|                                                                     |  | (in thousands)             |          
|Consolidated Statement of Operations Data                            |  |                            |           |   |                             |   |                    |      |  |                               |  |                  |                        |   |  |                             |            |   |  |   |                               |   |  |   |          |   |  |  |  |   |            |  
|Revenue                                                              |  | $                          | 1,043,906 |   |                             | $ | 97,917             |      |  |                               |  | $                | 1,073,566              |   |  | $                           | 1,662,666  |   |  | $ | 2,183,079                     |   |  | $ | 190,261  |   |  |  |  | $ | 2,174,640  |  
|Operating expenses:                                                  |  |                            |           |   |                             |   |                    |      |  |                               |  |                  |                        |   |  |                             |            |   |  |   |                               |   |  |   |          |   |  |  |  |   |            |  
|Direct costs of revenue (exclusive of depreciation and amortization) |  |                            | 178,253   |   |                             |   | 26,939             |      |  |                               |  |                  | 215,590                |   |  |                             | 274,280    |   |  |   | 323,557                       |   |  |   | 25,683   |   |  |  |  |   | 337,466    |  
|Selling, general and administrative                                  |  |                            | 152,111   |   |                             |   | 55,491             |      |  |                               |  |                  | 142,824                |   |  |                             | 198,189    |   |  |   | 238,490                       |   |  |   | 18,485   |   |  |  |  |   | 182,957    |  
|Depreciation and amortization                                        |  |                            | 457,372   |   |                             |   | 39,184             |      |  |                               |  |                  | 534,329                |   |  |                             | 701,517    |   |  |   | 784,120                       |   |  |   | 64,157   |   |  |  |  |   | 795,663    |  
|Restructuring and transaction costs                                  |  |                            | 6,640     |   |                             |   | 263                |      |  |                               |  |                  |                       |   |  |                             | 26,452     |   |  |   | 9,258                         |   |  |   | 313,102  |   |  |  |  |   | 1,926      |  
|Impairment of asset value                                            |  |                            | 84,380    |   |                             |   | 69,227             |      |  |                               |  |                  |                       |   |  |                             | 48,974     |   |  |   |                              |   |  |   |         |   |  |  |  |   | 390,444    |  
|Loss on undesignated interest rate swaps                             |  |                            |          |   |                             |   |                   |      |  |                               |  |                  |                       |   |  |                             | 11,731     |   |  |   | 11,699                        |   |  |   | 11,431   |   |  |  |  |   | 155,305    |  
|                                                                     |  |                            |           |   |                             |   |                    |      |  |                               |  |                  |                        |   |  |                             |            |   |  |   |                               |   |  |   |          |   |  |  |  |   |            |  
|Total operating expenses                                             |  |                            | 878,756   |   |                             |   | 191,104            |      |  |                               |  |                  | 892,743                |   |  |                             | 1,261,143  |   |  |   | 1,367,124                     |   |  |   | 432,858  |   |  |  |  |   | 1,863,761  |  
|                                                                     |  |                            |           |   |                             |   |                    |      |  |                               |  |                  |                        |   |  |                             |            |   |  |   |                               |   |  |   |          |   |  |  |  |   |            |  
|Operating income (loss) from continuing operations                   |  |                            | 165,150   |   |                             |   | (93,187            | )    |  |                               |  |                  | 180,823                |   |  |                             | 401,523    |   |  |   | 815,955                       |   |  |   | (242,597 | ) |  |  |  |   | 310,879    |  
|Interest expense, net                                                |  |                            | 138,869   |   |                             |   | 12,024             |      |  |                               |  |                  | 365,418                |   |  |                             | 724,141    |   |  |   | 992,750                       |   |  |   | 80,275   |   |  |  |  |   | 1,294,882  |  
|Other income (expense), net                                          |  |                            | (2,384    | ) |                             |   | (115               | )    |  |                               |  |                  | (8,191                 | ) |  |                             | (27,246    | ) |  |   | (137                          | ) |  |   | 535      |   |  |  |  |   | (11,864    | )
|                                                                     |  |                            |           |   |                             |   |                    |      |  |                               |  |                  |                        |   |  |                             |            |   |  |   |                               |   |  |   |          |   |  |  |  |   |            |  
|Income (loss) from continuing operations before income taxes         |  |                            | 23,897    |   |                             |   | (105,326           | )    |  |                               |  |                  | (192,786               | ) |  |                             | (349,864   | ) |  |   | (176,932                      | ) |  |   | (322,337 | ) |  |  |  |   | (995,867   | )
|Provision for (benefit from) income taxes                            |  |                            | 18,647    |   |                             |   | 4,400              |      |  |                               |  |                  | 22,772                 |   |  |                             | 18,850     |   |  |   | 14,957                        |   |  |   | (10,476  | ) |  |  |  |   | (109,561   | )
|                                                                     |  |                            |           |   |                             |   |                    |      |  |                               |  |                  |                        |   |  |                             |            |   |  |   |                               |   |  |   |          |   |  |  |  |   |            |  
|Income (loss) from continuing operations                             |  |                            | 5,250     |   |                             |   | (109,726           | )    |  |                               |  |                  | (215,558               | ) |  |                             | (368,714   | ) |  |   | (191,889                      | ) |  |   | (311,861 | ) |  |  |  |   | (886,306   | )
|Loss from discontinued operations, net of tax and minority interest  |  |                            | (43,929   | ) |                             |   |                   |      |  |                               |  |                  |                       |   |  |                             |           |   |  |   |                              |   |  |   |         |   |  |  |  |   |           |  
|                                                                     |  |                            |           |   |                             |   |                    |      |  |                               |  |                  |                        |   |  |                             |            |   |  |   |                               |   |  |   |          |   |  |  |  |   |            |  
|Net loss                                                             |  | $                          | (38,679   | ) |                             | $ | (109,726           | )    |  |                               |  | $                | (215,558               | ) |  | $                           | (368,714   | ) |  | $ | (191,889                      | ) |  | $ | (311,861 | ) |  |  |  | $ | (886,306   | )
|                                                                     |  |                            |           |   |                             |   |                    |      |  |                               |  |                  |                        |   |  |                             |            |   |  |   |                               |   |  |   |          |   |  |  |  |   |            |  
|Consolidated Cash Flow Data                                          |  |                            |           |   |                             |   |                    |      |  |                               |  |                  |                        |   |  |                             |            |   |  |   |                               |   |  |   |          |   |  |  |  |   |            |  
|Net cash provided by operating activities                            |  | $                          | 659,117   |   |                             | $ | 11,384             |      |  |                               |  | $                | 493,628                |   |  | $                           | 448,556    |   |  | $ | 557,021                       |   |  | $ | 19,619   |   |  |  |  | $ | 876,143    |  
|Net cash provided by (used in) investing activities.                 |  |                            | (654,444  | ) |                             |   | 37,608             |      |  |                               |  |                  | (112,795               | ) |  |                             | (3,304,607 | ) |  |   | (540,988                      | ) |  |   | (24,701  | ) |  |  |  |   | (409,897   | )
|Net cash provided by (used in) financing activities                  |  |                            | (415,829  | ) |                             |   | (475               | )    |  |                               |  |                  | (216,398               | ) |  |                             | 3,079,761  |   |  |   | (173,602                      | ) |  |   | (22,304  | ) |  |  |  |   | (1,504,431 | )
|                                                                     |  |                            |           |   |                             |   |                    |      | 
|Other Data                                                           |  |                            |           |   |                             |   |                    |      |  |                               |  |                  |                        |   |  |                             |            |   |  |   |                               |   |  |   |          |   |  |  |  |   |            |  
|Capital expenditures                                                 |  | $                          | 288,589   |   |                             | $ | 953                |      |  |                               |  | $                | 132,554                |   |  | $                           | 152,086    |   |  | $ | 543,612                       |   |  | $ | 24,701   |   |  |  |  | $ | 397,759    |  



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|                                                 |  |                    |           |  |  |                    |   |           |      |  |                    |            |   |  |   |            |      |  |  |  |   |           
|------------------------------------------------ |  | ------------------ | --------- |  |  | ------------------ | - | --------- | ---- |  | ------------------ | ---------- | - |  | - | ---------- | ---- |  |  |  | - | ----------
|                                                 |  | Predecessor Entity |           |  |  | Predecessor Entity |   |           |      |  | Successor Entity  
|                                                 |  | As of December 31, |           |  |  | As of December 31, |   |           |      |  | As of December 31,
|                                                 |  | 2004               |           |  |  | 2005               |   |           | 2006 |  |                    | 2007       |   |  |   |            | 2008
|                                                 |  | (in thousands)    
|Consolidated Balance Sheet Data                  |  |                    |           |  |  |                    |   |           |      |  |                    |            |   |  |   |            |      |  |  |  |   |           
|Cash and cash equivalents                        |  | $                  | 141,320   |  |  |                    | $ | 360,070   |      |  | $                  | 583,656    |   |  | $ | 426,569    |      |  |  |  | $ | 470,211   
|Satellites and other property and equipment, net |  |                    | 3,637,357 |  |  |                    |   | 3,237,341 |      |  |                    | 4,729,135  |   |  |   | 4,586,348  |      |  |  |  |   | 5,339,671 
|Total assets                                     |  |                    | 4,794,256 |  |  |                    |   | 5,294,444 |      |  |                    | 12,401,408 |   |  |   | 12,053,332 |      |  |  |  |   | 17,657,332
|Total debt                                       |  |                    | 1,948,135 |  |  |                    |   | 4,801,113 |      |  |                    | 11,279,615 |   |  |   | 11,265,404 |      |  |  |  |   | 14,873,333
|Shareholders equity (deficit)                   |  |                    | 2,305,821 |  |  |                    |   | (206,265  | )    |  |                    | (541,341   | ) |  |   | (722,384   | )    |  |  |  |   | 504,347   



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|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis of our historical consolidated financial statements covers periods before and after the New Sponsors Acquisition
Transactions and the PanAmSat Acquisition Transactions. This discussion should be read together with Item 6Selected Financial Data and our consolidated financial statements and their notes included elsewhere in this Annual Report. Our
consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, and, unless otherwise indicated, the other financial information contained in this Annual Report has also
been prepared in accordance with U.S. GAAP. See Forward-Looking Statements and Item 1ARisk Factors for a discussion of factors that could cause our future financial condition and results of operations to be different from
those discussed below. Certain monetary amounts, percentages and other figures included in this Annual Report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of
the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Unless otherwise indicated, all
references to dollars and $ in this Annual Report are to, and all monetary amounts in this Annual Report are presented in, U.S. dollars.

Overview

We are a leading provider of fixed satellite services worldwide. We provide service on a
global fleet of 52 satellites and seven owned teleports and terrestrial facilities. We supply video, data and voice connectivity in approximately 200 countries and territories for approximately 1,800 customers, many of which we have had
relationships with for over 30 years. We have one of the largest, most flexible and one of the most reliable satellite fleets in the world, which covers over 99% of the worlds population. Our satellite fleet is operated via ground facilities
used to monitor and control our satellites and is complemented by a terrestrial network of teleports, points of presence and leased fiber links for the provision of our hybrid managed services. We have undertaken a number of strategic initiatives to
expand our business regionally and by customer applications, including the acquisition of satellites serving North America and most recently the PanAmSat Acquisition Transactions which included the acquisition of a satellite service provider to the
government sector.

Recent Debt Transactions

On February 12, 2009, our indirect subsidiary, Intelsat Sub Holdco, purchased $114.2 million
of Intelsat, Ltd.s outstanding 75/8% Senior Notes due 2012 for $93.3 million and $346.5 million of Intelsat, Ltd.s
outstanding 61/2% Senior Notes due 2013 for $254.6 million pursuant to the Tender Offer. Intelsat Sub Holdco funded the Tender
Offer through an offering of $400.0 million aggregate principal amount at maturity of 87/8% Senior Notes due 2015,
Series B, which yielded $348.3 million of cash proceeds at issuance, together with cash on hand. The net proceeds of the 2009 Sub Holdco Notes Offering were used to fund the Tender Offer, to pay related fees and expenses and for general
corporate purposes. The new notes have terms substantially similar to Intelsat Sub Holdcos outstanding 87/8% Senior Notes
due 2015 issued in June 2008. The purchased Intelsat, Ltd. notes are being held by Intelsat Sub Holdco as an investment.

Impact of Significant Transactions

The New Sponsors Acquisition Transactions

On February 4, 2008, Serafina completed its acquisition of 100% of the equity ownership of Intelsat Holdings for total cash consideration of
approximately $5.0 billion. The former shareholders of Intelsat Holdings (other than management) sold 100% of their equity interests in Intelsat Holdings. Upon closing, management contributed to Serafina Holdings the portion of their equity
interests in Intelsat Holdings not purchased for cash by Serafina in exchange for equity interests in Serafina Holdings (which was renamed Intelsat Global, Ltd. on February 8, 2008).



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In order to finance the New Sponsors Acquisition, Serafina borrowed $4.96 billion in aggregate principal
amount of term loans under a $2.81 billion senior unsecured bridge loan credit agreement, dated as of February 4, 2008 (the Senior Bridge Loan Credit Agreement) and a $2.15 billion senior unsecured payment-in-kind election bridge
loan credit agreement, dated as of February 4, 2008 (the PIK Election Bridge Loan Credit Agreement and, together with the Senior Bridge Loan Credit Agreement, the Bridge Loan Credit Agreements). SeeLiquidity and
Capital Resources.

Immediately following the New Sponsors Acquisition, Intelsat
Bermuda, our direct wholly-owned subsidiary, transferred certain of its assets (including all of its direct and indirect ownership interests in our subsidiaries) and certain of its liabilities and obligations to a newly formed direct wholly-owned
subsidiary, Intelsat Jackson, pursuant to an assignment and assumption agreement (the Intelsat Bermuda Transfer). Following the Intelsat Bermuda Transfer, Intelsat Jackson became the owner of substantially all of Intelsat Bermudas
assets and the obligor with respect to substantially all of Intelsat Bermudas liabilities and obligations, and Intelsat Bermuda no longer had any rights or obligations with respect to such assets and liabilities. Immediately after the
consummation of the Intelsat Bermuda Transfer, Serafina assigned certain of its assets and liabilities to Intelsat Bermuda (the Serafina Assignment), including Serafinas rights and obligations under the Bridge Loan Credit
Agreements and a Commitment Letter, dated as of June 19, 2007, among Serafina and certain banks, related to the financing of the New Sponsors Acquisition, as amended by the Commitment Letter Amendment, dated as of February 7, 2008 (the
Financing Commitment Letter). In addition, Intelsat Sub Holdco and Intelsat Corp entered into amendments to their existing senior secured credit facilities, and Intelsat Corp entered into a joinder agreement to its existing credit
agreement, to facilitate the New Sponsors Acquisition. In connection with the New Sponsors Acquisition, on February 7, 2008, Intelsat Jackson redeemed pursuant to their terms all $260.0 million of its outstanding Floating Rate Senior Notes due
2013 and all $600.0 million of its outstanding Floating Rate Senior Notes due 2015, and on March 6, 2008, Intelsat, Ltd. redeemed pursuant to their terms all $400.0 million of its outstanding 51/4% Senior Notes due 2008. The New Sponsors Acquisition and the transactions described above are collectively referred to as the New Sponsors Acquisition Transactions.

Immediately upon the closing of the New Sponsors Acquisition, the Intelsat Bermuda and Intelsat Sub Holdco monitoring fee
agreements with the Former Sponsors were terminated. Intelsat Bermuda entered into a new monitoring fee agreement (the 2008 MFA) with BC Partners and Silver Lake Management Company III, L.L.C. (together, the 2008 MFA
parties), pursuant to which the 2008 MFA parties provide certain monitoring, advisory and consulting services to Intelsat Bermuda.

The New Sponsors Acquisition resulted in a change of control under the indentures governing certain of our outstanding series of notes and the Intelsat Jackson Senior Unsecured Credit Agreement, giving the holders of those notes and loans
the right to require the respective issuers to repurchase such notes and the borrower to repay such loans at 101% of their principal amount, plus accrued interest to the date of repurchase or repayment. During the second and third quarters of 2008,
the relevant entities completed each such change of control offer, financing the repurchases and repayment through backstop unsecured credit agreement borrowings under the Financing Commitment Letter or with proceeds from offerings of notes and a
new unsecured term loan borrowing. SeeLiquidity and Capital ResourcesLong Term DebtNew Sponsors Acquisition FinancingChange of Control Offers andLiquidity and Capital ResourcesLong Term DebtNew Sponsors
Acquisition Financing2008 Debt Refinancings.

In addition, all outstanding restricted performance shares under the Intelsat Holdings,
Ltd. 2005 Share Incentive Plan (the 2005 Share Plan) vested upon consummation of the New Sponsors Acquisition. Vesting in share-based compensation arrangements (SCAs) issued under the 2005 Share Plan doubled if the awardee
was still employed on February 4, 2008. The vested SCAs were cancelled in return for cash in an amount equal to the excess of approximately $400 (the per share price of the transaction) over the exercise price of each share covered. Vested
restricted shares (including time and performance vesting shares) were purchased at approximately $400 per share. In connection with the New Sponsors Acquisition, each unvested restricted share of Intelsat Holdings was exchanged for approximately
four unvested restricted shares of Intelsat Global



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(exchange shares) and the exchange shares continue to be classified as a liability of Intelsat Global due to certain repurchase features in the
2005 Share Plan. In addition, the vesting periods associated with the unvested Intelsat Holdings restricted shares continued. These exchange share grants continue to be subject to the same repurchase feature as discussed above and thus continue to
be deemed not granted under Statement of Financial Accounting Standards (SFAS) No. 123R, Share-Based Payment.

In
connection with the completion of the New Sponsors Acquisition Transactions, we recorded $313.1 million of transaction costs within restructuring and transaction costs in our consolidated statements of operations during the predecessor period
January 1, 2008 to January 31, 2008. These costs included $197.2 million of costs associated with the repurchase or cancellation of restricted shares and SCAs of Intelsat Holdings, an advisory service fee of $60.0 million paid to the 2008
MFA parties, and $55.3 million in professional fees.

The New Sponsors Acquisition was accounted for by Intelsat Holdings under the
purchase method of accounting in accordance with SFAS No. 141, Business Combinations. As a result, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair market values at the date of
acquisition. In accordance with Topic 5J of the codified SEC Staff Accounting Bulletins, the purchase accounting adjustments have been pushed down and recorded in our consolidated financial statements, which resulted in a new basis of
accounting for the successor period beginning after the consummation of the New Sponsors Acquisition. Determining fair values required us to make significant estimates and assumptions. In order to develop estimates of fair values,
we considered the following generally accepted valuation approaches: the cost approach, the income approach and the market approach. Our estimates included assumptions about projected growth rates, cost of capital, effective tax rates, tax
amortization periods, technology royalty rates and technology life cycles, the regulatory and legal environment, and industry and economic trends. While we believe that the estimates and assumptions underlying the valuation methodologies were
reasonable, different assumptions could have resulted in different market values. The purchase price allocation was finalized during the year ended December 31, 2008.

The 2007 Refinancings

On January 12, 2007, Intelsat Bermuda issued $600.0 million in Floating
Rate Senior Notes due 2015 (the Refinancing Notes). The net proceeds of this offering, together with cash on hand, were used to repay Intelsat Bermudas then outstanding $600.0 million Senior Unsecured Bridge Loan, and to pay
related fees and expenses. On January 19, 2007, Intelsat Sub Holdco amended the New Sub Holdco Credit Agreement to reduce the Term Loan B facility interest rate from a range of London Interbank Offered Rate (LIBOR) plus 2.00% to
LIBOR plus 2.25% to a range of LIBOR plus 1.75% to LIBOR plus 2.00%. Also on January 19, 2007, Intelsat Corporation further amended its Amended and Restated Credit Agreement to reduce the Term Loan A-3 interest rate and Term Loan B-2 interest
rate from a range of LIBOR plus 2.125% to LIBOR plus 2.875% to a range of LIBOR plus 1.75% to LIBOR plus 2.00%. The interest rate ranges were again amended effective February 4, 2008. In addition, on February 2, 2007, Intelsat Bermuda borrowed
a $1.0 billion term loan due 2014 pursuant to the Intelsat Jackson Senior Unsecured Credit Agreement, which was assumed by Intelsat Jackson as part of the Intelsat Bermuda Transfer. The proceeds of the borrowing thereunder were contributed to
Intermediate Holdco, and Intermediate Holdco contributed the proceeds to Intelsat Sub Holdco, which used the proceeds, together with cash on hand, to redeem its outstanding $1.0 billion Floating Rate Senior Notes due 2012 and pay the related
premium, fees and expenses. The issuance of the Refinancing Notes, the amendments to Intelsat Sub Holdcos and Intelsat Corporations credit agreements, the borrowing under the Intelsat Bermuda Unsecured Credit Agreement and the related
repayment of Intelsat Bermudas Senior Unsecured Bridge Loan and redemption of Intelsat Sub Holdcos $1.0 billion Floating Rate Senior Notes due 2012 are referred to collectively as the 2007 Refinancings.

The PanAmSat Acquisition Transactions

On
July 3, 2006, Intelsat Bermuda completed the acquisition of PanAmSat Holdco pursuant to a merger agreement entered into on August 28, 2005. In accordance with the merger agreement, Intelsat Bermuda acquired PanAmSat Holdco for $25.00 per
common share in cash, or approximately $3.2 billion, plus a pro rata share of



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undeclared regular quarterly dividends. Each share of common stock of PanAmSat Holdco was converted into the right to receive $25.00, plus approximately
$0.00927 as the pro rata share of undeclared regular quarterly dividends. As part of this transaction, approximately $3.2 billion in existing debt of PanAmSat Holdco and its subsidiaries was either refinanced or remained outstanding. We refer
to the acquisition of PanAmSat and related financings and other transactions described below as the PanAmSat Acquisition Transactions.

In
connection with, and in order to effect, the transactions contemplated by the August 28, 2005 merger agreement and the related financing, the following transactions occurred:



| |  |  | Intelsat Bermuda created a new direct wholly-owned subsidiary, Intermediate Holdco;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | Intelsat Bermuda transferred substantially all its assets (other than cash, certain prepaid expenses and the capital stock of Merger Sub) and liabilities to
Intermediate Holdco; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Merger Sub merged with PanAmSat Holdco, with PanAmSat Holdco continuing as the surviving corporation and a direct wholly-owned subsidiary of Intelsat Bermuda. Upon
completion of the merger transaction, PanAmSat Holdcos equity holders ceased to hold shares or other equity interests in PanAmSat Holdco.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, on July 3, 2006, we incurred substantial debt to finance this acquisition,
including $260.0 million principal amount of Floating Rate Senior Notes due 2013, $1.33 billion principal amount of 111/4% Senior Notes due 2016 and $750.0 million principal amount of 91/4% Senior Notes due 2016, issued by Intelsat
Bermuda (collectively, the Intelsat Bermuda Senior Notes); $575.0 million in aggregate principal amount of 9% Senior Notes due 2016 issued by Intelsat Corp (the Intelsat Corp 2016 Senior Notes); and a borrowing by
Intelsat Bermuda under a new $600.0 million senior unsecured credit facility (the Senior Unsecured Bridge Loan). In connection with the PanAmSat Acquisition Transactions, Intelsat Sub Holdco also terminated its prior senior secured
credit facilities and entered into new senior secured credit facilities under a credit agreement referred to as the Sub Holdco Credit Agreement, and Intelsat Corp amended and restated its existing senior secured credit facilities, under a credit
agreement referred to as the Intelsat Corp Amended and Restated Credit Agreement, to change certain of the terms thereunder.

Although the effective date of the PanAmSat Acquisition Transactions was July 3, 2006, due to the immateriality of the results of operations for the period between July 1, 2006 and July 3, 2006, we accounted for the PanAmSat
Acquisition Transactions as if they had occurred on July 1, 2006. An allocation of the purchase price and related costs of the PanAmSat Acquisition Transactions was performed using information then available and was based on estimates of fair
values of assets acquired and liabilities assumed in connection with the PanAmSat Acquisition Transactions. Determining fair values required us to make significant estimates and assumptions. In order to develop estimates of fair values, we
considered the following generally accepted valuation approaches: the cost approach, income approach and market approach. Our estimates included assumptions about projected growth rates, cost of capital, effective tax rates, tax amortization
periods, technology royalty rates and technology life cycles, the regulatory and legal environment, and industry and economic trends.

In
connection with the PanAmSat Acquisition Transactions, we identified various cost-savings initiatives that were implemented in connection with the integration process following the closing of the PanAmSat Acquisition Transactions. These initiatives
included workforce reductions and related salaries and benefits savings, insurance cost savings, operating expense reductions due to consolidation of facilities, and cost savings expected to result from the implementation of improved operating
processes and conforming policies in both companies to achieve best practices.

Following consummation of the PanAmSat Acquisition
Transactions, Intelsat General, a wholly-owned indirect subsidiary of Intelsat Sub Holdco, acquired G2 Satellite Solutions Corporation, a subsidiary of PanAmSat Corporation that conducted the government services business of PanAmSat Corporation, for
cash consideration of $73.0 million by means of a merger in which G2 Satellite Solutions Corporation merged into Intelsat General with Intelsat General continuing as the surviving entity (the Government Business Merger).



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Following the completion of the PanAmSat Acquisition Transactions, substantially all of the employees of
Intelsat Global Service Corporation, an indirect subsidiary of Intelsat Bermuda, were transferred to Intelsat Corp on July 3, 2006 pursuant to an employee transfer agreement. In addition, substantially all of the direct and indirect
subsidiaries of Intelsat Holdings entered into a master intercompany services agreement pursuant to which these entities provide services to each other. In each case, services are provided on terms that are not materially less favorable to each
party than are available on an arms length basis and on terms that the relevant boards of directors have determined to be fair.

Upon
the completion of the PanAmSat Acquisition Transactions, we renamed PanAmSat Holdco and PanAmSat Corporation as Intelsat Holding Corporation and Intelsat Corporation, respectively.

On May 30, 2006, PanAmSat Holdco commenced a tender offer (the PanAmSat Tender
Offer) to purchase any and all of its then outstanding $416.0 million aggregate principal amount at maturity ($289.5 million accreted principal amount at March 31, 2006) 103/8% Senior Discount Notes due 2014 (the 103/8% discount
notes) for cash. Approximately 99.65% of the outstanding 103/8% discount notes were repurchased by PanAmSat Holdco upon
completion of the PanAmSat Tender Offer on July 3, 2006. The 103/8% discount notes not tendered to PanAmSat Holdco in the
PanAmSat Tender Offer, or approximately $1.5 million aggregate principal amount, were repurchased by PanAmSat Holdco on August 29, 2006.

Prior to and immediately after the PanAmSat Acquisition Transactions, Intelsat Bermuda extended to
PanAmSat Holdco several loans (collectively, the Intelsat Bermuda Loan) in an aggregate principal amount at the time of borrowing equal to approximately $1.3 billion, the proceeds of which were used by PanAmSat Holdco to fund a
portion of the purchase price of the PanAmSat acquisition and to fund the purchase of the 103/8% discount notes tendered in the
PanAmSat Tender Offer, plus related fees.

In addition, Intelsat Bermuda created a new direct wholly-owned subsidiary organized in
Gibraltar which owns all of the equity of a subsidiary organized in Luxembourg which owns all of the equity of a subsidiary organized in Poland (Intelsat Poland), which has registered a branch in Luxembourg (the Intelsat Poland,
Luxembourg Branch). Following the consummation of the PanAmSat Acquisition Transactions, Intelsat Bermuda effected the contribution of the Intelsat Bermuda Loan to the Intelsat Poland, Luxembourg Branch. On October 30, 2006, Intelsat
Bermuda executed a series of transactions which resulted in the shares of PanAmSat Holdco, which were previously held by Intelsat Bermuda, being held by the Intelsat Poland, Luxembourg Branch.

Revenue

Revenue Overview

We earn revenue primarily by providing services over satellite transponder capacity to our customers. Communications satellites, including the satellites
in our fleet, have components referred to as transponders that receive communications signals from the ground, convert signal frequency, amplify and then retransmit signals back to earth. The number of transponders on a satellite can be used as a
measure of the communications capacity of that satellite.



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Our customers generally obtain satellite capacity from us by placing an order pursuant to one of several
master customer service agreements. The master customer agreements and related service orders under which we sell services specify, among other things, the amount of satellite capacity to be provided, whether service will be preemptible or
non-preemptible and the service term. The service term can vary from occasional use service measured in minutes to full-time service periods ranging from one day to as long as 15 years. These agreements offer different service types, including
transponder services, managed services, channel, and mobile satellite services or MSS. The following table describes our primary service types:



|                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Service Type              |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Transponder Services      |  |      Commitments by customers to receive service via, or to utilize capacity on particular designated
transponders according to specified technical and commercial terms                                                                                                                                                                                                                                                                                                       
|                          | 
|Managed Services          |  |      Hybrid services which combine satellite capacity, teleport facilities, satellite communications
hardware and fiber optic cable and other ground facilities to provide managed and monitored broadband, Internet, video and private network services to customers typically marketed under the GlobalConnex or GXS service names                                                                                                                                           
|                          | 
|Channel                   |  |      Commitments by customers to purchase an overall amount or level of service, without committing to
particular designated transponders for specified terms within the commitment period. Services are offered off the shelf, so technical terms are not specially tailored to a given customer. Channel is not considered a core service offering
due to changing market requirements and the proliferation of fiber alternatives for point-to-point customer applications
|                          | 
|Mobile Satellite Services |  |      Voice, data and video services provided by third-party commercial mobile satellite services operators
for which our government business is a reseller.                                                                                                                                                                                                                                                                                                                    

In addition, we earn revenue for a number of satellite-related consulting and technical services
that are related to the lifecycle of satellite operations and related infrastructure, from satellite and launch vehicle procurement through TT&C services and related equipment sales.

According to transmission plans and traffic information supplied by our customers, we believe that our satellite capacity is used by our customers for
various applications such as video, data, voice and broadband. We believe that the range of services for which our capacity is used contributes to the relatively high level of stability of our business. See Item 1BusinessOur
Customer Sectors for descriptions of these principal customers and services.

We operate our business on a global basis, with almost every
populated region of the world contributing to our revenue. The diversity of our revenue allows us to benefit from changing market conditions and lowers our risk from revenue fluctuations in our service applications and geographic regions.

Trends Impacting Our Revenue

Our
revenue at any given time is partially dependent on the supply of communications capacity available in a geographic region, including capacity from other satellite providers and from competing technologies such as fiber optic cable networks, as well
as the level of demand for that capacity. In recent years, we have generated new revenue on our global system from growth in demand for transponder services for use in video applications such as HDTV services and DTH television services, wireless
network extensions, satellite-based private data networks and government services. In addition, new revenue has been generated from growth in demand for managed services for applications such as Internet backbone access and corporate broadband
networks. There are a number of other factors affecting our revenue, including trends relating to the applications for which our



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capacity is used and the service types we offer, as well as pricing trends. Our satellite-related services revenue will be affected by the timing, number and
type of consulting arrangements under contract. The margins for these services vary depending upon the amount of third-party services or hardware included, and will typically be substantially lower than for our satellite transponder services.

Customer Applications

Our transponder
services, managed services, channel, and MSS are used by our customers for three primary customer applications: media applications, network service applications and government applications. In addition, we generate other revenue by selling
satellite-related consulting services which support the life cycle of satellite operations, including the design, launch, and monitor and control phases.

Revenue from services used for video applications, primarily transponder services and managed services for occasional video services (OVS) has increased in the last two years, primarily due to the impact
of the PanAmSat Acquisition Transactions. Excluding the impact of the PanAmSat Acquisition Transactions, services used for video applications have been relatively flat over the last twelve months. This trend is due to flat demand for capacity in
North America as certain customers accommodate capacity requirements for new channels by converting their higher bandwidth analog programming to more efficient digital programming. We expect the impact of this trend to diminish by early 2009 as the
number of transponders in our network used for analog video services is limited and is declining. Industry trends impacting our services for video applications include increased demand for transponder services by programmers distributing high
definition and standard definition programming, international programmers seeking to distribute their programming into other foreign markets, and increased demand for transponder services by DTH television service providers in international markets.

The growth trend in transponder services for network service applications is due to the continued growth of satellite-based private data
networks and the use of our satellite capacity to extend the service areas of wireless operators, primarily in developing regions. We believe that managed services, which enjoy strong demand from network service applications such as mobile broadband
applications and other Internet related services, will continue to have a positive effect on our revenue over the long term. Our legacy channel services, which are point-to-point in nature and subject to substitution by fiber services, will continue
to decline in future periods, although the rate of decline is expected to diminish. See Item 1BusinessOur Business Strategy for a discussion of our strategies with respect to our network service offerings.

Excluding the impact of the Government Business Merger, services used for government service applications have been growing in the last two years. This
trend is due to improved demand for our transponder services from the government sector, including demand for third-party mobile satellite services, which is resold by our government business. We expect that future trends in our government business
will be impacted by requirements caused by regional events, which may not have a steady growth trajectory.

Pricing

We believe that the flexibility that we have to help our customers optimize their services and in pricing services in new markets has positively affected
our revenue. Although the pricing of our services is fixed for the duration of existing service commitments, we price new and renew existing service commitments competitively to reflect regional demand and other market factors, subject to the
contractual restrictions noted in the paragraph below. We believe that this flexibility in pricing our services will positively affect our revenue from certain geographic regions. Over the last three years, we experienced improved pricing trends in
many of the regions we serve, as compared to unfavorable pricing trends that impacted our revenue in prior periods. In particular, the pricing trends improved in North America, Africa, the Middle East and Eastern Europe. Less favorable pricing
dynamics existed in Asia and Latin America, generally due to overcapacity, although improved economic conditions are beginning to generate increased demand in these regions, resulting in some stabilization, particularly in Latin America. However,
this could change as other operators launch new capacity into the region.



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We are subject to contractual restrictions that constrain our ability to price services according to
market rates in some limited circumstances. These contractual restrictions include the LCO protection provisions described in Item 1BusinessCertain Customer Service Agreements. LCO protection provisions apply to approximately 1.9%
of our backlog as of December 31, 2008. From the date of our privatization through December 31, 2008, we had not been required to reduce prices for our LCO-protected service commitments.

Operating Expenses

Our ongoing operating expenses
include direct costs of revenue; selling, general and administrative expenses; and depreciation and amortization. Direct costs of revenue and selling, general and administrative expenses have increased substantially in recent years, primarily as a
result of operations acquired in the PanAmSat Acquisition Transactions. In addition, we have experienced increased expenses for certain direct costs of revenue, marketing and administrative costs to pursue new service offerings, such as our managed
services and satellite-related services.

Depreciation and amortization has also increased in recent years. This increase has been due
primarily to depreciation expense associated with newly launched satellites, ground facilities associated with providing managed services, and depreciation associated with assets acquired in strategic transactions, as well as increases in fair
values as a result of purchase accounting.

Direct Costs of Revenue (Exclusive of Depreciation and Amortization)

Direct costs of revenue relate to costs associated with the operation and control of our satellites, our communications network and engineering support
and consist principally of salaries and related employment costs, in-orbit insurance, earth station operating costs and facilities costs. Our direct costs of revenue fluctuate based on the number and type of services offered and under development.
Our direct costs of revenue have increased as a result of the operations we acquired in the PanAmSat Acquisition Transactions. Additionally, we have continued to purchase capacity from other satellite providers, for instance, in support of
customers specific technical requirements, related to some of the services provided by our government business, Intelsat General. We expect our direct costs of revenue to increase as we add customers, expand our managed services and
satellite-related services and increase revenues from MSS and other services to our customers.

Selling, General and Administrative Expenses

Selling, general and administrative expenses relate to costs associated with our sales and marketing staff and our administrative
staff, which includes legal, finance and human resources. Staff expenses consist primarily of salaries and related employment costs, travel costs and office occupancy costs. Selling, general and administrative expenses also include building
maintenance and rent expenses and the provision for uncollectible accounts. Selling, general and administrative expenses increased following the completion of the PanAmSat Acquisition Transactions. These increases were primarily driven by the staff
acquired and added product management capabilities in order to accelerate the introduction of new services and entry into new markets.

Selling, general and administrative expenses also include fees for professional services and fees payable to the Former Sponsors and related parties and the New Sponsors and related parties in support of the PanAmSat Acquisition
Transactions, the New Sponsors Acquisition Transactions and other strategic activities, which have been significant in recent periods due to the high level of transaction activity. Selling, general and administrative expenses fluctuate with the
number of customers served and the number and types of services offered. These costs also fluctuate with the number of jurisdictions and markets in which we operate, as well as the number of regional offices we operate. However, fluctuations in
these expenses are not always directly proportional to changes in these factors, because our systems have been designed to accommodate some level of growth and because we have implemented a fully integrated operating philosophy and structure in
order to capture economies of scale as our business grows.



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Excluding expenses related to integration activities and other mergers and acquisition related
activities, our selling, general and administrative expenses have decreased as a percentage of revenue as a result of the PanAmSat Acquisition Transactions.

Depreciation and Amortization

Our capital assets consist primarily of our satellites and associated ground network
infrastructure. Included in capitalized satellite costs are the costs for satellite construction, satellite launch services, insurance premiums for satellite launch and the in-orbit testing period, the net present value of deferred satellite
performance incentives payable to satellite manufacturers, and capitalized interest incurred during the satellite construction period.

Capital assets are depreciated or amortized on a straight-line basis over their estimated useful lives. The remaining depreciable lives of our satellites range from less than one year to 16 years. As a result of the PanAmSat Acquisition
Transactions and the New Sponsors Acquisition Transactions, our depreciation and amortization costs have increased, principally due to depreciation costs we incur on the acquired satellites and the amortization of acquired intangible assets, as well
as increases in fair values as a result of purchase accounting.

Impairment Charges

We recorded a non-cash impairment charge of $49.0 million in the third quarter of 2006 related to the write-down of the IS-802 satellite to its fair
value after a partial loss of the satellite. We recorded a non-cash impairment charge of $63.6 million during the second quarter of 2008 related to the write-down of the Galaxy 26 satellite to its fair value after a partial loss of the satellite. We
also recorded $326.8 million in non-cash impairment charges in connection with our 2008 annual impairment assessment of our orbital locations. SeeCritical Accounting PoliciesAsset Impairment Assessments.

Backlog

We benefit from strong visibility of our
future revenues. Our backlog, which is our expected future revenue under all our customer contracts, but includes only our pro rata share of backlog of our joint venture investments, was approximately $8.8 billion as of December 31, 2008.
As of December 31, 2008, the weighted average remaining customer contract life was approximately 4.4 years. We currently expect to deliver services associated with approximately $2.0 billion, or approximately 22%, of our
December 31, 2008 backlog during the year ending December 31, 2009. Based on our backlog at December 31, 2008, we expect to recognize at least $116.6 million in channel applications revenue over the next twelve months. The amount
included in backlog represents the full service charge for the duration of the contract and does not include termination fees. As of December 31, 2008, 97% of our total backlog related to contracts that either were non-cancellable or had
substantial termination fees. Our expected future revenue under contractual backlog as of December 31, 2008 was as follows:



|                    |  |               |        
|------------------- |  | ------------- | -------
|Period              |  | (in millions)
|2009                |  | $             | 1,965.1
|2010                |  |               | 1,494.3
|2011                |  |               | 1,167.4
|2012                |  |               | 882.4  
|2013                |  |               | 759.7  
|2014 and thereafter |  |               | 2,569.2
|                    |  |               |        
|Total               |  | $             | 8,838.1
|                    |  |               |        



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Our backlog by service type as of December 31, 2008 was as follows:



|                                    |  |                                   |         |         |     |  
|----------------------------------- |  | --------------------------------- | ------- | ------- | --- | -
|Service Type                        |  | Amount                            |         | Percent |    
|                                    |  | (in millions, except percentages) |        
|Transponder services                |  | $                                 | 7,491.1 |         | 85  | %
|Managed services                    |  |                                   | 501.9   |         | 6   |  
|Mobile satellite services and other |  |                                   | 319.1   |         | 3   |  
|Channel                             |  |                                   | 526.0   |         | 6   |  
|                                    |  |                                   |         |         |     |  
|Total                               |  | $                                 | 8,838.1 |         | 100 | %
|                                    |  |                                   |         |         |     |  

We believe this backlog and the resulting predictable cash flows in the FSS sector reduce the
volatility of our net cash provided by operating activities more than would be typical for a company outside our industry.

Results of Operations

Years Ended December 31, 2007 and 2008

As a result of the consummation of the New Sponsors Acquisition, the financial results for 2008 have been separately presented for the Predecessor Entity for the period January 1, 2008 to
January 31, 2008 and for the Successor Entity for the period February 1, 2008 to December 31, 2008. As a result of the New Sponsors Acquisition, the reported results of operations for the years ended December 31, 2007
and 2008 are not necessarily comparable. The primary differences include higher interest expense resulting from the acquisition financing and higher depreciation and amortization cost principally due to the fair value adjustments to long-lived
assets in connection with the New Sponsors Acquisition Transactions. The historical results are not necessarily indicative of results to be expected for any future period.



59



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For comparative purposes, we combined the periods from January 1, 2008 through December 31,
2008 in our discussion below, as we believe this combination is useful to provide the reader a year-over-year comparison for purposes of understanding our Managements Discussion and Analysis of Financial Condition and Results of Operations.
This combination of results for the Predecessor Entity and Successor Entity periods facilitates an investors understanding of our results of operations for 2007 compared to the combined year ended December 31, 2008. However, this
combination is not a U.S. GAAP measure and should not be used in isolation or substituted for the separate Predecessor Entity and Successor Entity results.



|                                                                     |  |                                         |          |   |  |  |                                           |   |           |                             |  |   |            |  
|-------------------------------------------------------------------- |  | --------------------------------------- | -------- | - |  |  | ----------------------------------------- | - | --------- | --------------------------- |  | - | ---------- | -
|                                                                     |  | PredecessorEntity                       |          |   |  |  | Successor Entity                          |   |           | Combined                    | 
|                                                                     |  | PeriodJanuary 1, 2008toJanuary 31, 2008 |          |   |  |  | PeriodFebruary 1, 2008toDecember 31, 2008 |   |           | Year EndedDecember 31, 2008 | 
|                                                                     |  | (in thousands)                          |         
|Revenue                                                              |  | $                                       | 190,261  |   |  |  |                                           | $ | 2,174,640 |                             |  | $ | 2,364,901  |  
|Operating expenses:                                                  |  |                                         |          |   |  |  |                                           |   |           |                             |  |   |            |  
|Direct costs of revenue (exclusive of depreciation and amortization) |  |                                         | 25,683   |   |  |  |                                           |   | 337,466   |                             |  |   | 363,149    |  
|Selling, general and administrative                                  |  |                                         | 18,485   |   |  |  |                                           |   | 182,957   |                             |  |   | 201,442    |  
|Depreciation and amortization                                        |  |                                         | 64,157   |   |  |  |                                           |   | 795,663   |                             |  |   | 859,820    |  
|Restructuring and transaction costs                                  |  |                                         | 313,102  |   |  |  |                                           |   | 1,926     |                             |  |   | 315,028    |  
|Impairment of asset value                                            |  |                                         |         |   |  |  |                                           |   | 390,444   |                             |  |   | 390,444    |  
|Loss on undesignated interest rate swaps                             |  |                                         | 11,431   |   |  |  |                                           |   | 155,305   |                             |  |   | 166,736    |  
|                                                                     |  |                                         |          |   |  |  |                                           |   |           |                             |  |   |            |  
|Total operating expenses                                             |  |                                         | 432,858  |   |  |  |                                           |   | 1,863,761 |                             |  |   | 2,296,619  |  
|                                                                     |  |                                         |          |   |  |  |                                           |   |           |                             |  |   |            |  
|Income (loss) from operations                                        |  |                                         | (242,597 | ) |  |  |                                           |   | 310,879   |                             |  |   | 68,282     |  
|Interest expense, net                                                |  |                                         | 80,275   |   |  |  |                                           |   | 1,294,882 |                             |  |   | 1,375,157  |  
|Other income (expense), net                                          |  |                                         | 535      |   |  |  |                                           |   | (11,864   | )                           |  |   | (11,329    | )
|                                                                     |  |                                         |          |   |  |  |                                           |   |           |                             |  |   |            |  
|Loss before income taxes                                             |  |                                         | (322,337 | ) |  |  |                                           |   | (995,867  | )                           |  |   | (1,318,204 | )
|Benefit from income taxes                                            |  |                                         | (10,476  | ) |  |  |                                           |   | (109,561  | )                           |  |   | (120,037   | )
|                                                                     |  |                                         |          |   |  |  |                                           |   |           |                             |  |   |            |  
|Net loss                                                             |  | $                                       | (311,861 | ) |  |  |                                           | $ | (886,306  | )                           |  | $ | (1,198,167 | )
|                                                                     |  |                                         |          |   |  |  |                                           |   |           |                             |  |   |            |  

The following table sets forth our comparative statements of operations for the year ended
December 31, 2007 and for the combined year ended December 31, 2008, with the increase (decrease) and percentage changes, except those deemed not meaningful (NM), between the periods presented:



|                                                                     |  |                                    |           |   |  |  |                             |   |            |                                                                             |  |   |                  |   |  |     |  
|-------------------------------------------------------------------- |  | ---------------------------------- | --------- | - |  |  | --------------------------- | - | ---------- | --------------------------------------------------------------------------- |  | - | ---------------- | - |  | --- | -
|                                                                     |  |                                    |           |   |  |  | Combined                    |   |            | Combined Year EndedDecember 31, 2008Compared to Year EndedDecember 31, 2007 | 
|                                                                     |  | Year EndedDecember 31, 2007        |           |   |  |  | Year EndedDecember 31, 2008 |   |            | Increase(Decrease)                                                          |  |   | PercentageChange |  
|                                                                     |  | (in thousands, except percentages) |          
|Revenue                                                              |  | $                                  | 2,183,079 |   |  |  |                             | $ | 2,364,901  |                                                                             |  | $ | 181,822          |   |  | 8   | %
|Operating expenses:                                                  |  |                                    |           |   |  |  |                             |   |            |                                                                             |  |   |                  |   |  |     |  
|Direct costs of revenue (exclusive of depreciation and amortization) |  |                                    | 323,557   |   |  |  |                             |   | 363,149    |                                                                             |  |   | 39,592           |   |  | 12  |  
|Selling, general and administrative                                  |  |                                    | 238,490   |   |  |  |                             |   | 201,442    |                                                                             |  |   | (37,048          | ) |  | (16 | )
|Depreciation and amortization                                        |  |                                    | 784,120   |   |  |  |                             |   | 859,820    |                                                                             |  |   | 75,700           |   |  | 10  |  
|Restructuring and transaction costs                                  |  |                                    | 9,258     |   |  |  |                             |   | 315,028    |                                                                             |  |   | 305,770          |   |  | NM  |  
|Impairment of asset value                                            |  |                                    |          |   |  |  |                             |   | 390,444    |                                                                             |  |   | 390,444          |   |  | NM  |  
|Loss on undesignated interest rate swaps                             |  |                                    | 11,699    |   |  |  |                             |   | 166,736    |                                                                             |  |   | 155,037          |   |  | NM  |  
|                                                                     |  |                                    |           |   |  |  |                             |   |            |                                                                             |  |   |                  |   |  |     |  
|Total operating expenses                                             |  |                                    | 1,367,124 |   |  |  |                             |   | 2,296,619  |                                                                             |  |   | 929,495          |   |  | 68  |  
|                                                                     |  |                                    |           |   |  |  |                             |   |            |                                                                             |  |   |                  |   |  |     |  
|Income from operations                                               |  |                                    | 815,955   |   |  |  |                             |   | 68,282     |                                                                             |  |   | (747,673         | ) |  | (92 | )
|Interest expense, net                                                |  |                                    | 992,750   |   |  |  |                             |   | 1,375,157  |                                                                             |  |   | 382,407          |   |  | 39  |  
|Other expense, net                                                   |  |                                    | (137      | ) |  |  |                             |   | (11,329    | )                                                                           |  |   | (11,192          | ) |  | NM  |  
|                                                                     |  |                                    |           |   |  |  |                             |   |            |                                                                             |  |   |                  |   |  |     |  
|Loss before income taxes                                             |  |                                    | (176,932  | ) |  |  |                             |   | (1,318,204 | )                                                                           |  |   | (1,141,272       | ) |  | NM  |  
|Provision for (benefit from) income taxes                            |  |                                    | 14,957    |   |  |  |                             |   | (120,037   | )                                                                           |  |   | (134,994         | ) |  | NM  |  
|                                                                     |  |                                    |           |   |  |  |                             |   |            |                                                                             |  |   |                  |   |  |     |  
|Net loss                                                             |  | $                                  | (191,889  | ) |  |  |                             | $ | (1,198,167 | )                                                                           |  | $ | (1,006,278       | ) |  | NM  | %
|                                                                     |  |                                    |           |   |  |  |                             |   |            |                                                                             |  |   |                  |   |  |     |  



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Income from Operations

Our income from operations decreased by $747.7 million, or 92%, for the combined year ended December 31, 2008 as compared to the year ended December 31, 2007. The year-over-year comparisons of our financial
results are affected by material pre-tax charges as discussed below:



| |  |  | a $390.4 million non-cash impairment charge in 2008, of which $326.8 million was related to the impairment of our orbital locations as a result of our annual
impairment analysis of non-amortizable intangible assets and $63.6 million was related to our Galaxy 26 satellite, which experienced a sudden and unexpected electrical distribution anomaly (seeCritical Accounting PoliciesAsset Impairment
Assessments);
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a $305.8 million increase in restructuring and transaction costs primarily associated with the New Sponsors Acquisition Transactions, which in 2008 primarily
consisted of $197.2 million related to the sale or cancellation of restricted shares and SCAs, a transaction fee of $60.0 million paid to entities affiliated or associated with the New Sponsors under the 2008 MFA and $55.3 million in seller
professional fees; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a $155.0 million decrease in the value of undesignated interest rate swaps as a result of changes in interest rates.
| | - |  | --------------------------------------------------------------------------------------------------------------------

Revenue

The following table sets forth our
comparative revenue by service type for the year ended December 31, 2007 (Predecessor Entity), the period January 1, 2008 to January 31, 2008 (Predecessor Entity), the period February 1, 2008 to December 31, 2008 (Successor
Entity) and the combined year ended December 31, 2008, with the increase (decrease) and percentage changes between the year ended December 31, 2007 and the combined year ended December 31, 2008 presented:



|                                    |  |                                    |           |                                         |   |                  |  |                                          |  |                            |           |                    |   |           |                  |   |         |   |  |     |  
|----------------------------------- |  | ---------------------------------- | --------- | --------------------------------------- | - | ---------------- |  | ---------------------------------------- |  | -------------------------- | --------- | ------------------ | - | --------- | ---------------- | - | ------- | - |  | --- | -
|                                    |  | Predecessor Entity                 |           |                                         |   | Successor Entity |  | Combined                                 |  |                            |           |                    |   |          
|                                    |  | Year EndedDecember 31,2007         |           | PeriodJanuary 1, 2008 toJanuary 31,2008 |   |                  |  | PeriodFebruary 1, 2008toDecember 31,2008 |  | Year EndedDecember 31,2008 |           | Increase(Decrease) |   |           | PercentageChange |  
|                                    |  | (in thousands, except percentages) |          
|Transponder services                |  | $                                  | 1,654,321 |                                         | $ | 146,344          |  |                                          |  | $                          | 1,648,899 |                    | $ | 1,795,243 |                  | $ | 140,922 |   |  | 9   | %
|Managed services                    |  |                                    | 264,038   |                                         |   | 23,847           |  |                                          |  |                            | 278,725   |                    |   | 302,572   |                  |   | 38,534  |   |  | 15  |  
|Channel                             |  |                                    | 163,488   |                                         |   | 12,525           |  |                                          |  |                            | 132,168   |                    |   | 144,693   |                  |   | (18,795 | ) |  | (11 | )
|Mobile satellite services and other |  |                                    | 101,232   |                                         |   | 7,545            |  |                                          |  |                            | 114,848   |                    |   | 122,393   |                  |   | 21,161  |   |  | 21  |  
|                                    |  |                                    |           |                                         |   |                  |  |                                          |  |                            |           |                    |   |           |                  |   |         |   |  |     |  
|Total                               |  | $                                  | 2,183,079 |                                         | $ | 190,261          |  |                                          |  | $                          | 2,174,640 |                    | $ | 2,364,901 |                  | $ | 181,822 |   |  | 8   | %
|                                    |  |                                    |           |                                         |   |                  |  |                                          |  |                            |           |                    |   |           |                  |   |         |   |  |     |  

Revenue for the combined year ended December 31, 2008 increased by $181.8 million, or 8%, as
compared to the year ended December 31, 2007. New business, strong renewals, expansion of existing contracts and improved contract terms contributed to the overall favorable trends. All regions reported revenue increases, with the Europe, the
Africa and Middle East, and the North America regions showing the strongest gains. By service type, our revenue increased or decreased due to the following:



| |  |  | Transponder servicesan aggregate increase of $140.9 million, due primarily to a $114.0 million increase in revenues from network services customers,
which resulted from new capacity services and strong renewals in the Africa and Middle East and the Europe regions, and a $32.5 million increase in revenues from our government business customers resulting from new services and strong renewals in
North America, offset partially by a decline in revenues from media customers, primarily in North America.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | Managed servicesan aggregate increase of $38.5 million, due primarily to a $23.1 million increase in revenue from network services customers, resulting
from new business and service expansion in trunking and private line solutions and GXS broadband solutions in the Africa and Middle East, the North America and the Europe regions, an $11.7 million increase in revenues from managed video solutions
for media customers primarily in the Europe and the Latin America and Carribean regions, and an increase of $3.7 million in revenues from managed services for our government business customers.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Channela decrease of $18.8 million related to continued declines from the migration of point-to point satellite traffic to fiber optic cables across
transoceanic routes and the optimization of customer networks, a trend which we expect will continue.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mobile satellite services and otheran aggregate increase of $21.2 million primarily due to a $3.5 million increase in satellite-related services sold
mainly to customers in North America, a $10.5 million increase in usage based mobile services for our government business customers and a $7.2 million increase in professional services, including provision of customer premises equipment for our
government business customers.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating Expenses

Direct Costs of Revenue (Exclusive of Depreciation and Amortization)

Direct costs of revenue
increased by $39.6 million, or 12%, to $363.1 million for the combined year ended December 31, 2008 as compared to the year ended December 31, 2007. The increase was primarily due to:



| |  |  | a $27.1 million increase in cost of sales, fiber and third-party satellite capacity costs related to increased revenues;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | a $10.5 million increase in cost of sales to support our satellite services program management; and
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | a $6.1 million increase in office and occupancy expense primarily due to building modification and maintenance programs; partially offset by
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a $5.4 million decrease in other expenses primarily due to lower satellite-related insurance costs during the combined year ended December 31, 2008.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

Selling, General and Administrative

Selling, general and administrative expenses decreased by $37.0 million, or 16%, to $201.4 million for the combined year ended December 31, 2008 as compared to the year ended December 31, 2007. The decrease
was primarily due to:



| |  |  | a $17.4 million decrease in bad debt expense due to improvements in the timing and amount of account collections, as well as the collection of certain accounts that
had been reserved for;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a $12.3 million decrease in professional fees in the combined year ended December 31, 2008 due to heightened expenses incurred during the year ended
December 31, 2007 to support our integration activities and other merger and acquisition activities; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an $11.5 million decrease in staff expenses due to the departure of certain executive level staff and other staff reductions during the combined year ended
December 31, 2008.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Depreciation and Amortization

Depreciation and amortization expense increased by $75.7 million, or 10%, to $859.8 million for the combined year ended December 31, 2008 as compared to the year ended December 31, 2007. This
increase was primarily due to:



| |  |  | an increase of $89.7 million in depreciation and amortization expense primarily attributable to the write-up of our depreciable satellites and amortizable
assets to fair value upon the closing of the New Sponsors Acquisition; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase of $24.0 million in depreciation expense resulting from the full year impact of satellites placed into service during 2007 and the impact of
satellites placed into service in 2008, primarily our Galaxy 17, IS-11, Galaxy 18 and Galaxy 19 satellites; partially offset by
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a decrease of $33.6 million in depreciation expense due to certain satellites becoming fully depreciated in 2008.
| | - |  | -----------------------------------------------------------------------------------------------------------------

Interest Expense, Net

Interest expense, net
consists of the gross interest expense we incur less the amount of interest we capitalize related to capital assets under construction and less interest income earned during the year. Interest expense, net increased by $382.4 million, or 39%, to
$1.4 billion for the combined year ended December 31, 2008. The increase in interest expense was principally due to the following:



| |  |  | an increase of $424.6 million due to the incurrence of approximately $3.7 billion of net additional indebtedness in connection with the New Sponsors Acquisition;
and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase of $35.3 million related to the amortization of discounts resulting from the adjustments to fair value of our debt in purchase accounting in connection
with the New Sponsors Acquisition and the higher principal and interest resulting from the change of control refinancings; partially offset by
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a decrease of $44.3 million due to lower interest rates on our variable rate debt in 2008 as compared to 2007; and
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | a decrease of $38.1 million due to write-offs of debt issuance costs and premiums paid in 2007 in connection with the 2007 Refinancings.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------

The non-cash portion of total interest expense, net was $412.7 million for the combined year ended
December 31, 2008 and included $210.5 million of paid-in-kind interest expense and $75.0 million of additional interest accrued to account for the escalation of the applicable interest rate margins under the effective interest method. The
remaining non-cash interest expense was primarily associated with the amortization of the deferred financing fees incurred as a result of new or refinanced debt and the amortization and accretion of discounts and premiums recorded to adjust our debt
to fair value in connection with the New Sponsors Acquisition.

Other Income (Expense), Net

Other expense, net was $11.3 million for the combined year ended December 31, 2008 as compared to $0.1 million for the year ended
December 31, 2007. This $11.2 million increase was primarily related to an increase of $10.2 million in equity method and impairment losses from our investment in the satellite-based broadband services provider, WildBlue Communications, Inc.
(WildBlue), including the recognition of $13.0 million of previously suspended losses (see Note 8Investments to our consolidated financial statements for further discussion), and a $6.6 million increase in exchange rate losses,
primarily due to the dollar strengthening against the Brazilian real, which impacts our service contracts with our Brazilian customers. These increases were partially offset by an increase of $3.9 million in miscellaneous income, including
income resulting from a reduction in the amounts we were required to pay under a contractual obligation as a result of a recent amendment, $0.6 million in realized gains on our available-for-sale investments, and a $0.7 million increase in rental
income.



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##### Table of Contents

Provision for (Benefit from) Income Taxes

Our provision for income taxes decreased by $135.0 million to a benefit of $120.0 million for the combined year ended December 31, 2008 as
compared to a provision of $15.0 million for the combined year ended December 31, 2007. The decrease in expense was principally due to lower earnings in our historical subsidiaries subject to U.S. and U.K. tax as compared to the prior year
period. As Bermuda does not currently impose an income tax, our statutory tax rate was zero. The difference between tax expense reported in our consolidated statements of operations and tax computed at statutory rates was attributable to the
provision for foreign taxes, which were principally U.S. and U.K. taxes, as well as withholding taxes on revenue earned in many of our foreign markets. See Note 12Income Taxes in our consolidated financial statements for additional discussion
of our provision for income taxes.

Years Ended December 31, 2006 and 2007

The following table sets forth our comparative statements of operations for the years ended December 31, 2006 and 2007, with the increase (decrease)
and percentage changes between the periods presented:



|                                                                     |  |                                    |           |   |                    |   |           |                  |  |   |         |   |  |      |  
|-------------------------------------------------------------------- |  | ---------------------------------- | --------- | - | ------------------ | - | --------- | ---------------- |  | - | ------- | - |  | ---- | -
|                                                                     |  | Year EndedDecember 31,             |           |   | Increase(Decrease) |   |           | PercentageChange | 
|                                                                     |  | 2006                               |           |   | 2007               |   |           |                 
|                                                                     |  | (in thousands, except percentages) |          
|Revenue                                                              |  | $                                  | 1,662,666 |   |                    | $ | 2,183,079 |                  |  | $ | 520,413 |   |  | 31   | %
|Operating expenses:                                                  |  |                                    |           |   |                    |   |           |                  |  |   |         |   |  |      |  
|Direct costs of revenue (exclusive of depreciation and amortization) |  |                                    | 274,280   |   |                    |   | 323,557   |                  |  |   | 49,277  |   |  | 18   |  
|Selling, general and administrative                                  |  |                                    | 198,189   |   |                    |   | 238,490   |                  |  |   | 40,301  |   |  | 20   |  
|Depreciation and amortization                                        |  |                                    | 701,517   |   |                    |   | 784,120   |                  |  |   | 82,603  |   |  | 12   |  
|Restructuring and transaction costs                                  |  |                                    | 26,452    |   |                    |   | 9,258     |                  |  |   | (17,194 | ) |  | (65  | )
|Impairment of asset value                                            |  |                                    | 48,974    |   |                    |   |          |                  |  |   | (48,974 | ) |  | (100 | )
|Loss on undesignated interest rate swaps                             |  |                                    | 11,731    |   |                    |   | 11,699    |                  |  |   | (32     | ) |  | (0   | )
|                                                                     |  |                                    |           |   |                    |   |           |                  |  |   |         |   |  |      |  
|Total operating expenses                                             |  |                                    | 1,261,143 |   |                    |   | 1,367,124 |                  |  |   | 105,981 |   |  | 8    |  
|                                                                     |  |                                    |           |   |                    |   |           |                  |  |   |         |   |  |      |  
|Income from operations                                               |  |                                    | 401,523   |   |                    |   | 815,955   |                  |  |   | 414,432 |   |  | 103  |  
|Interest expense, net                                                |  |                                    | 724,141   |   |                    |   | 992,750   |                  |  |   | 268,609 |   |  | 37   |  
|Other expense, net                                                   |  |                                    | (27,246   | ) |                    |   | (137      | )                |  |   | 27,109  |   |  | (99  | )
|                                                                     |  |                                    |           |   |                    |   |           |                  |  |   |         |   |  |      |  
|Loss before income taxes                                             |  |                                    | (349,864  | ) |                    |   | (176,932  | )                |  |   | 172,932 |   |  | 49   |  
|Provision for income taxes                                           |  |                                    | 18,850    |   |                    |   | 14,957    |                  |  |   | (3,893  | ) |  | (21  | )
|                                                                     |  |                                    |           |   |                    |   |           |                  |  |   |         |   |  |      |  
|Net loss                                                             |  | $                                  | (368,714  | ) |                    | $ | (191,889  | )                |  | $ | 176,825 |   |  | 48   | %
|                                                                     |  |                                    |           |   |                    |   |           |                  |  |   |         |   |  |      |  

Income from Operations

Our income from operations increased by $414.4 million, or 103%, for the year ended December 31, 2007 as compared to the year ended December 31, 2006. The increase was due primarily to the inclusion of a
full year of operating results from the acquired operations of PanAmSat, which was acquired by us on July 3, 2006, as compared to only six months of results included in our operations for 2006. Our income from operations was also affected by
the following:



| |  |  | During 2006, we recorded $49.0 million in non-cash impairment charges due to the anomaly experienced by our IS-802 satellite. There were no similar impairments
recorded during the year ended December 31, 2007; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During 2006, we recorded $26.5 million in restructuring costs in connection with the PanAmSat Acquisition Transactions. The restructuring costs related primarily to
severance and retention costs (as discussed below). Similar costs recorded in 2007 were $9.3 million.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Revenue

The following table sets forth our comparative revenue by service type for the years ended December 31, 2006 and 2007 with the increase (decrease) and percentage changes between the periods presented:



|                                    |  |                                    |           |                    |   |           |                  |   |         |   |  |     |  
|----------------------------------- |  | ---------------------------------- | --------- | ------------------ | - | --------- | ---------------- | - | ------- | - |  | --- | -
|                                    |  | Year EndedDecember 31,             |           | Increase(Decrease) |   |           | PercentageChange |  
|                                    |  | 2006                               |           | 2007               |   |          
|                                    |  | (in thousands, except percentages) |          
|Transponder services                |  | $                                  | 1,210,589 |                    | $ | 1,654,321 |                  | $ | 443,732 |   |  | 37  | %
|Managed services                    |  |                                    | 173,377   |                    |   | 264,038   |                  |   | 90,661  |   |  | 52  |  
|Channel                             |  |                                    | 204,140   |                    |   | 163,488   |                  |   | (40,652 | ) |  | (20 | )
|Mobile satellite services and other |  |                                    | 74,560    |                    |   | 101,232   |                  |   | 26,672  |   |  | 36  |  
|                                    |  |                                    |           |                    |   |           |                  |   |         |   |  |     |  
|Total                               |  | $                                  | 1,662,666 |                    | $ | 2,183,079 |                  | $ | 520,413 |   |  | 31  | %
|                                    |  |                                    |           |                    |   |           |                  |   |         |   |  |     |  

Revenue for the year ended December 31, 2007 increased by $520.4 million as compared to the
year ended December 31, 2006, primarily due to the inclusion of a full twelve months of revenue during 2007 for the acquired PanAmSat operations, including G2 Satellite Solutions. Excluding the impact of the acquired PanAmSat operations, our
revenue increased by $81.7 million primarily due to the following:



| |  |  | Transponder servicesan increase of $69.4 million due primarily to increased demand, new and renewed services and improved prices in Europe, Africa and
North America, excluding one-time contract termination fees received during the year ended December 31, 2006 of $11.8 million, with no similar amounts recorded in 2007.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Managed servicesan increase of $40.0 million primarily due to growth from network services under international trunking, international private line
services and network broadband services; an increase of approximately $10.2 million from higher demand for broadband services by customers of our government business and an increase of $9.2 million due primarily to a reclassification of the revenues
generated from certain multiplexed services from transponder services to managed services.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Channel servicesa decrease of $40.7 million due in part to one-time termination fees received during the year ended December 31, 2006 of $20.6
million and in part to continued declines year over year from the continued migration of point-to-point satellite traffic to fiber optic cables across transoceanic routes and the optimization of customer networks, a trend which we expect will
continue.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mobile satellite services and otheran increase of $5.0 million due to increased use of mobile satellite services by customers of our government
business.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

Operating Expenses

Direct Costs of Revenue (Exclusive of Depreciation and Amortization)

Direct costs of revenue increased by $49.3 million, or
18%, to $323.6 million for the year ended December 31, 2007 as compared to the year ended December 31, 2006. The increase was primarily due to:



| |  |  | an increase of $7.7 million in staff-related expenses, primarily due to an additional six months of expenses related to the acquired operations of PanAmSat, net of
lower staffing costs as a result of integration activities;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase of $6.7 million in office and occupancy costs, including higher expenses associated with the centralization of our customer service center in Georgia
and the increased number of teleports related to the acquired operations of PanAmSat;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | an increase of $14.4 million in earth station expenses due to an additional six months of expenses related to the additional teleports acquired with PanAmSat, as
well as expenses primarily incurred to build-out and improve connectivity between our various teleports and group locations within North America;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase of $8.0 million in cost of sales primarily due to the purchase of capacity from other satellite providers to support services sold by our government
business, including the acquired operations of G2 Satellite Solutions, partially offset by lower sales of customer premise equipment; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase of $6.5 million in satellite construction program management costs in connection with our satellite-related services customers.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $40.3 million, or 20%, to $238.5 million for the year ended December 31, 2007 as compared to the year ended December 31, 2006. The increase was
primarily due to:



| |  |  | an increase of $9.4 million in staff-related expenses, primarily due to an additional six months of expenses related to the acquired operations of PanAmSat, net of
lower staffing costs as a result of integration activities;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase of $9.3 million related to expenses incurred to support our integration activities and other merger and acquisition activities, including expenses
incurred during the year ended December 31, 2007 relating to the New Sponsors Acquisition Transactions;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase of $8.8 million of higher bad debt expense due to non-payment by certain customers and an additional six months of expenses related to the acquired
operations of PanAmSat;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase of $6.2 million primarily related to higher monitoring fees to our Former Sponsors due to the inclusion of a full year of operating results from
PanAmSat as compared to only six months included during the year ended December 31, 2006; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | other increases related to the acquisition of the PanAmSat operations, including higher real property taxes.
| | - |  | ------------------------------------------------------------------------------------------------------------

Depreciation and Amortization

Depreciation and
amortization expense increased by $82.6 million, or approximately 12%, to $784.1 million for the year ended December 31, 2007 as compared to the year ended December 31, 2006. This increase was primarily due to:



| |  |  | an increase of $107.6 million in depreciation expense from the addition of PanAmSats satellites to our fleet;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | an increase of $28.0 million in amortization expense from customer relationships and backlog related to the PanAmSat Acquisition Transactions; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase of $7.9 million in depreciation expense resulting from the placement of Galaxy 17 and Intelsat 11 into service during 2007; partially offset by
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a decrease of $63.3 million due to six satellites becoming fully depreciated in 2006 and 2007.
| | - |  | ----------------------------------------------------------------------------------------------



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Interest Expense, Net

Interest expense, net increased by $268.6 million, or 37%, to $992.8 million for the year ended December 31, 2007 as compared to $724.1 million for the year ended December 31, 2006. The increase in
interest expense was principally due to the incurrence or assumption of approximately $6.4 billion of additional indebtedness in the PanAmSat Acquisition Transactions, along with the following:



| |  |  | an increase of $28.1 million associated with the write-off of financing costs due to refinancing activity in 2007; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | an increase of $10.0 million due to a redemption premium paid in connection with the redemption of Intelsat Sub Holdcos $1.0 billion Floating Rate Senior
Notes due 2012 in connection with the 2007 Refinancings; partially offset by
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a decrease of $28.2 million due to higher interest capitalized during the year ended December 31, 2007 as a result of an increased number of satellites under
construction; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a decrease resulting from a reduction in interest rates related to our variable rate debt instruments and the decrease in interest expense as a result of the 2007
Refinancings.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Non-cash interest expense of $74.9 million primarily consisted of the amortization and accretion of
discounts and premiums recorded on existing debt.

Other Expense, Net

Other expense, net was $0.1 million for the year ended December 31, 2007 as compared to $27.2 million for the year ended December 31, 2006.
This $27.1 million decrease was primarily related to a decrease of $25.1 million in equity method losses from our investment in WildBlue for the year ended December 31, 2006 as compared to the year ended December 31, 2007. During
the second quarter of the year ended December 31, 2007, cumulative equity method losses exceeded our original investment and, as a result, no additional losses from WildBlue were recognized in 2007.

Provision for Income Taxes

Our provision for
income taxes decreased by $3.9 million to $15.0 million for the year ended December 31, 2007 as compared to the year ended December 31, 2006. The decrease in expense was principally due to lower earnings in our historical
subsidiaries subject to U.S. and U.K. tax as compared to the comparable prior year periods. The difference between tax expense reported in our consolidated statements of operations and tax computed at statutory rates was attributable to the
provision for foreign taxes, which were principally U.S. and U.K. taxes, as well as withholding taxes on revenue earned in many of our foreign markets. The decrease to tax expense also included the impact of one-time events such as the recognition
of additional benefits under the extraterritorial income exclusion regime for the year ended December 31, 2007. See Note 12 Income Taxes to our consolidated financial statements for additional discussion of our provision for income taxes.

EBITDA

EBITDA consists of
earnings before net interest, taxes and depreciation and amortization. EBITDA is a measure commonly used in the FSS sector, and we present EBITDA to enhance understanding of our operating performance. We use EBITDA as one criterion for evaluating
our performance relative to that of our peers. We believe that EBITDA is an operating performance measure, and not a liquidity measure, that provides investors and analysts with a measure of operating results unaffected by differences in capital
structures, capital investment cycles and ages of related assets among otherwise comparable companies. However, EBITDA is not a measure of financial performance under U.S. GAAP, and our EBITDA may not be comparable to similarly titled measures of
other companies. EBITDA should not be considered as an alternative to operating income (loss) or



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net income (loss), determined in accordance with U.S. GAAP, as an indicator of our operating performance, or as an alternative to cash flows from operating
activities, determined in accordance with U.S. GAAP, as an indicator of cash flows, or as a measure of liquidity.

A reconciliation of net
loss to EBITDA for each of the years in the three-year period ended December 31, 2008 is as follows:



|                                          |  |                             |           |   |                             |   |           |   |  |                             |  |   |            |  
|----------------------------------------- |  | --------------------------- | --------- | - | --------------------------- | - | --------- | - |  | --------------------------- |  | - | ---------- | -
|                                          |  | Predecessor Entity          |           |   |                             |   | Combined  |  
|                                          |  | Year EndedDecember 31, 2006 |           |   | Year EndedDecember 31, 2007 |   |           |   |  | Year EndedDecember 31, 2008 | 
|                                          |  | (in thousands)              |          
|Net loss                                  |  | $                           | (368,714  | ) |                             | $ | (191,889  | ) |  |                             |  | $ | (1,198,167 | )
|Add:                                      |  |                             |           |   |                             |   |           |   |  |                             |  |   |            |  
|Interest expense, net                     |  |                             | 724,141   |   |                             |   | 992,750   |   |  |                             |  |   | 1,375,157  |  
|Provision for (benefit from) income taxes |  |                             | 18,850    |   |                             |   | 14,957    |   |  |                             |  |   | (120,037   | )
|Depreciation and amortization             |  |                             | 701,517   |   |                             |   | 784,120   |   |  |                             |  |   | 859,820    |  
|                                          |  |                             |           |   |                             |   |           |   |  |                             |  |   |            |  
|EBITDA                                    |  | $                           | 1,075,794 |   |                             | $ | 1,599,938 |   |  |                             |  | $ | 916,773    |  
|                                          |  |                             |           |   |                             |   |           |   |  |                             |  |   |            |  

Liquidity and Capital Resources

Cash Flow Items

Our cash flows consisted of the following for the periods shown:



|                                                    |  |                            |            |   |                            |   |                  |                                          |  |          |         |   |                                            |  |  |                            |            |   |  |   |            |  
|--------------------------------------------------- |  | -------------------------- | ---------- | - | -------------------------- | - | ---------------- | ---------------------------------------- |  | -------- | ------- | - | ------------------------------------------ |  |  | -------------------------- | ---------- | - |  | - | ---------- | -
|                                                    |  | Predecessor Entity         |            |   |                            |   | Successor Entity |                                          |  | Combined |        
|                                                    |  | Year EndedDecember 31,2006 |            |   | Year EndedDecember 31,2007 |   |                  | Period January 1,2008 toJanuary 31,
2008 |  |          |         |   | Period February 1,2008 toDecember 31,
2008 |  |  | Year EndedDecember 31,2008 |           
|                                                    |  |                            |            |   | (in thousands)             |  
|Net cash provided by operating activities           |  | $                          | 448,556    |   |                            | $ | 557,021          |                                          |  | $        | 19,619  |   |                                            |  |  | $                          | 876,143    |   |  | $ | 895,762    |  
|Net cash used in investing activities               |  |                            | (3,304,607 | ) |                            |   | (540,988         | )                                        |  |          | (24,701 | ) |                                            |  |  |                            | (409,897   | ) |  |   | (434,598   | )
|Net cash provided by (used in) financing activities |  |                            | 3,079,761  |   |                            |   | (173,602         | )                                        |  |          | (22,304 | ) |                                            |  |  |                            | (1,504,431 | ) |  |   | (1,526,735 | )
|Net change in cash and cash equivalents             |  |                            | 223,586    |   |                            |   | (157,087         | )                                        |  |          | (27,249 | ) |                                            |  |  |                            | (1,044,426 | ) |  |   | (1,071,675 | )

Net Cash Provided by Operating Activities

Net cash provided by operating activities of $895.8 million for the combined year ended December 31, 2008 reflected an increase of $338.7 million as
compared to the year ended December 31, 2007. The improved cash flows from operating activities resulted from higher accrued liabilities, including accrued interest, which was due to net additional debt incurred or assumed in the New Sponsors
Acquisition Transactions (seeResults of OperationsInterest Expense, Net), and costs accrued during the predecessor period associated with the New Sponsors Acquisition which were settled in connection with the New Sponsors Acquisition
Transactions, as well as an increase in deferred revenue due to increased customer payments received in advance of services rendered, largely for satellite-related services. The improvements were partially offset by lower net income net of non-cash
items due to the costs incurred in connection with the New Sponsors Acquisition Transactions.

Net Cash Used in Investing Activities

Net cash used in investing activities decreased by $106.4 million to $434.6 million for the combined year ended December 31, 2008 as compared to the
year ended December 31, 2007. This decrease was primarily due to



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lower capital expenditures of $121.2 million associated with fewer satellites under construction during 2008 as compared to 2007, partially offset by $27.3
million in funding of our investment in WildBlue and our Horizons joint venture.

Net Cash Used in Financing Activities

Net cash used in financing activities was $1.5 billion for the combined year ended December 31, 2008 compared to net cash used in financing
activities of $173.6 million for the year ended December 31, 2007. The increase in cash used in financing activities included repayment of $6.7 billion of long-term debt, debt issuance costs of $119.6 million and $88.1 million in premiums paid
in connection with the early retirement of certain long-term debt, partially offset by $5.0 billion in proceeds received from refinancing of debt in connection with the New Sponsors Acquisition Transactions and related change of control offers and
$391.2 million in borrowings under our senior secured revolving credit facilities.

Long-Term Debt

We are a highly leveraged company and, in connection with the consummation of the New Sponsors Acquisition Transactions, we have become a significantly
more highly leveraged company, which will result in a significant increase in our interest expense in future periods. See Note 10Long-Term Debt to our consolidated financial statements for a complete discussion of all of our indebtedness at
December 31, 2008.

In connection with the New Sponsors Acquisition, our pre-acquisition long-term debt was revalued to fair value as
of the effective date of the transaction, resulting in a net decrease of $182.5 million to the carrying value of the debt. This net difference between the fair value and par value of the debt is being amortized as an increase to interest
expense over the remaining term of the related debt using the effective interest method.

Senior Secured Credit Facilities

Intelsat Sub Holdco Senior Secured Credit Facility

In
connection with the PanAmSat Acquisition Transactions, Intelsat Sub Holdco entered into a credit agreement (the Sub Holdco Credit Agreement) on July 3, 2006. The Sub Holdco Credit Agreement provides for a $344.8 million Tranche
B Term Loan facility with a seven-year maturity and a $250.0 million revolving credit facility with a six-year maturity. Up to $200.0 million of the revolving credit facility is available for issuance of letters of credit. Additionally, up
to $35.0 million of the revolving credit facility is available for swingline loans.

Intelsat Sub Holdco is required to pay a
commitment fee for the unused commitments under the revolving credit facility, if any, at a rate per annum of 0.375%. Both the face amount of any outstanding letters of credit and any swingline loans reduce availability under the revolving credit
facility on a dollar for dollar basis. Obligations under the Sub Holdco Credit Agreement are guaranteed by certain of Intelsat Sub Holdcos subsidiaries, as well as by Intermediate Holdco, and secured by a perfected first priority security
interest to the extent legally permissible in substantially all of the tangible and intangible assets of the borrower and guarantors, with certain agreed exceptions.

On January 19, 2007, Intelsat Sub Holdco amended its senior secured credit facility to change interest rates on the Term Loan B facilities. Interest rates for the term loan portion of the Sub Holdco Credit
Agreement range, at the option of Intelsat Sub Holdco, (i) from the LIBOR plus 1.75% to LIBOR plus 2.00%, or (ii) Above Bank Rate (ABR) plus 0.75% to the ABR plus 1.00%, depending on certain financial measures. Interest rates
for the revolving credit facility portion of the Sub Holdco Credit Agreement range, at the option of Intelsat Sub Holdco, (i) from LIBOR plus 2.00% to LIBOR plus 2.25% or (ii) the ABR plus 1.00% to the ABR plus 1.25%, depending on certain
financial measures. The ABR and LIBOR, plus the applicable margins, are determined as specified in the Sub Holdco Credit Agreement, as amended.



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On January 25, 2008, Intelsat Sub Holdco entered into Amendment No. 3 to the Sub Holdco Credit
Agreement, which became effective upon the consummation of the New Sponsors Acquisition and amended and modified the Sub Holdco Credit Agreement to, among other things:



| | (a) | change the applicable margin (i) on ABR loans under the Tranche B Term Loan, revolving credit loan and swingline loan facilities to a rate of 1.5% per annum and
(ii) on LIBOR loans under the Tranche B Term Loan, revolving credit loan and swingline loan facilities to a rate of 2.5% per annum;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | reduce the size of the revolving facility by $50.0 million and add a $50.0 million incremental revolving credit facility provision;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



| | (c) | add language requiring the payment of a prepayment premium for prepayments of term loans prior to February 4, 2010;
| | --- | -------------------------------------------------------------------------------------------------------------------



| | (d) | make certain changes permitting the New Sponsors Acquisition; and
| | --- | -----------------------------------------------------------------



| | (e) | add a financial maintenance covenant requiring compliance with a Consolidated Secured Debt to Consolidated EBITDA Ratio (as defined in the Sub Holdco Credit Agreement) of less than
or equal to 1.5 to 1.0.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In September 2008, we borrowed $175.1 million under the revolver portion of Intelsat Sub
Holdcos senior secured credit facilities. We invested the funds in cash equivalents and short-term deposits. We believe that the revolver borrowing was prudent in light of recent disruptions to the credit markets, and reflects our continuing
conservative stance with respect to cash management. One of the lenders, representing approximately 12% of the lender commitments under Intelsat Sub Holdcos revolving credit facilities, equivalent to approximately $31.1 million of the
availability as of December 31, 2008 did not provide any funds in response to our September 2008 borrowing request under the revolving credit facilities. We are currently pursuing various alternatives with other potential lenders to obtain
commitments to fill this availability shortfall but cannot as yet confirm whether we will be successful. We repaid the amounts outstanding under the revolver portion of Intelsat Sub Holdcos senior secured credit facilities in full on
December 29, 2008.

No amounts were outstanding under the revolving credit facility as of December 31, 2008; however,
$12.5 million in letters of credit were issued and outstanding under the facility. The borrowing availability under the revolving credit facility was $237.5 million at such date.

Intelsat Corp Senior Secured Credit Facility

As of
December 31, 2008, Intelsat Corp had a revolving credit facility and certain term loans outstanding under the Intelsat Corporation Amended and Restated Credit Agreement (the Intelsat Corp Amended and Restated Credit Agreement),
which consisted of a $355.9 million Tranche A-3 Term loan with a six-year maturity, a $1.8 billion Tranche B-2 Term Loan facility with a seven and one-half year maturity, and a $175.0 million revolving credit facility with a six-year maturity. Up to
$150.0 million of the revolving credit facility is available for issuance of letters of credit. Additionally, up to $35.0 million of the revolving credit facility is available for swingline loans.

Intelsat Corp is required to pay a commitment fee for the unused commitments under the revolving credit facility, if any, at a rate per annum of 0.375%.
Both the face amount of any outstanding letters of credit and any swingline loans reduce availability under the revolving credit facility on a dollar for dollar basis. Obligations under the Intelsat Corp Amended and Restated Credit Agreement
continue to be guaranteed by certain of Intelsat Corps subsidiaries and are secured by a perfected first priority security interest to the extent legally permissible in substantially all of the borrowers and the guarantors tangible
and intangible assets, with certain agreed exceptions.

In connection with the PanAmSat Acquisition Transactions, Intelsat Corp entered
into an amendment to renew and extend the Intelsat Corp Amended and Restated Credit Agreement on July 3, 2006. Also, on January 19, 2007, Intelsat Corp amended the Intelsat Corp Amended and Restated Credit Agreement to change



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the interest rate on the Term Loan facilities. Interest rates for the term loan portion of the Intelsat Corp Amended and Restated Credit Agreement range from
LIBOR plus 1.75% to LIBOR plus 2.00% or the ABR plus 0.75% to the ABR plus 1.00%, depending on certain financial measures. Interest rates for the revolving credit facility portion of the Intelsat Corp Amended and Restated Credit Agreement range from
LIBOR plus 2.125% to LIBOR plus 2.875% or the ABR plus 1.125% to the ABR plus 1.875%, depending on certain financial measures. The ABR and LIBOR, plus the applicable margins, are determined as specified in the Intelsat Corp Amended and Restated
Credit Agreement, as amended through January 19, 2007.

On January 25, 2008, Intelsat Corp entered into Amendment No. 2 to
the Intelsat Corp Amended and Restated Credit Agreement, which became effective upon the consummation of the New Sponsors Acquisition and amended and modified the Intelsat Corp Amended and Restated Credit Agreement to, among other things:



| | (a) | change the applicable margin (i) on ABR loans that are term loans to a rate of 1.5% per annum, (ii) on LIBOR loans that are term loans to a rate of 2.5% per
annum, (iii) on ABR loans that are revolving credit loans or swingline loans to a rate of between 1.5% and 1.875%, and (iv) on LIBOR loans that are revolving credit loans or swingline loans to a rate of between 2.5% and 2.875%;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | reduce the size of the revolving facility by $75.0 million and add a $75.0 million incremental revolving credit facility provision;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



| | (c) | require the payment of a prepayment premium for prepayments of term loans prior to February 4, 2011 (with respect to Tranche B-2-A Term Loans) or February 14, 2010 (with
respect to Tranche B-2-B Term Loans);
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | make certain changes permitting the New Sponsors Acquisition; and
| | --- | -----------------------------------------------------------------



| | (e) | add a financial maintenance covenant requiring compliance with a Consolidated Secured Debt to Consolidated EBITDA Ratio (as defined in the Intelsat Corp Amended and Restated Credit
Agreement) of less than or equal to 4.5 to 1.0.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On February 4, 2008, in connection with the New Sponsors Acquisition,
Intelsat Corp also executed a Joinder Agreement by and among Intelsat Corp, the several lenders party thereto and certain other parties, to the Intelsat Corp Amended and Restated Credit Agreement pursuant to which it incurred an additional $150.0
million in aggregate principal amount of Tranche B-2 Term Loan.

In September 2008, we borrowed $66.1 million under the revolver portion of
Intelsat Corps senior secured credit facilities. We invested the funds in cash equivalents and short-term deposits. We believe that the revolver borrowing was prudent in light of recent disruptions to the credit markets, and reflects our
continuing conservative stance with respect to cash management. One of the lenders representing approximately 12% of the lender commitments under Intelsat Corps revolving credit facilities, equivalent to approximately $20.8 million of the
availability as of December 31, 2008, did not provide any funds in response to our September 2008 borrowing requests we made under each of the revolving credit facilities. We are currently pursuing various alternatives with other potential lenders
to obtain commitments to fill this availability shortfall but cannot as yet confirm whether we will be successful. We repaid the amounts outstanding under the revolver portion of Intelsat Corps senior secured credit facilities in full on
December 29, 2008.

No amounts were outstanding under the revolving credit facility as of December 31, 2008; however,
$2.1 million in letters of credit were issued and outstanding under the facility. The borrowing availability under the revolving credit facility was $172.9 million at such date.

New Sponsors Acquisition Financing

Bridge Loan Credit
Agreements

On February 4, 2008, in order to partially finance the New Sponsors Acquisition, Serafina borrowed $4.96 billion in
aggregate principal amount of term loans under the Bridge Loan Credit Agreements. Immediately following the New Sponsors Acquisition and the Intelsat Bermuda Transfer, Intelsat Bermuda assumed the Bridge Loan Agreements as part of the Serafina
Assignment.



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Borrowings under the Senior Bridge Loan Credit Agreement bore interest at LIBOR, plus a margin of 4.5%.
Borrowings under the PIK Election Bridge Loan Credit Agreement bore interest at LIBOR, plus a margin of 4.75%. In addition, we had the option to pay interest under the PIK Election Bridge Loan Credit Agreement in payment-in-kind interest (PIK
interest) at a PIK interest rate equal to the cash pay interest rate in effect during the interest period plus 100 basis points. We elected to pay interest under the PIK Election Bridge Loan Credit Agreement entirely in PIK interest for all
interest periods through June 26, 2008.

On June 27, 2008, Intelsat Bermuda repaid in full the Bridge Loan Credit Agreements and
issued new senior notes as described in2008 Debt Refinancings below.

Credit Facility Amendments

In connection with the New Sponsors Acquisition, Intelsat Sub Holdco and Intelsat Corp entered into amendments to their existing credit agreements.
SeeSenior Secured Credit Facilities above.

Debt Transfer, Repayment and Redemptions

On January 15, 2008, we repaid at maturity Intelsat Corps $150.0 million 63/8% Senior Notes due 2008 using funds borrowed under the revolving credit facility portion of Intelsat Corps senior secured
credit facilities. On February 4, 2008, Intelsat Corp used the proceeds of its incremental Tranche B-2 Term Loan and cash on hand to repay this $150.0 million revolver borrowing.

Intelsat Bermuda assigned its debt obligations to Intelsat Jackson on February 4, 2008 (seeImpact of Significant TransactionsNew
Sponsors Acquisition Transactions) and we subsequently redeemed $1.26 billion in long-term debt and incurred early redemption premiums of $38.5 million as follows:



| |  |  | on February 7, 2008, Intelsat Jacksons $260.0 million of Floating Rate Senior Notes due 2013 were redeemed and an early redemption premium of $18.9
million was incurred;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | on February 7, 2008, Intelsat Jacksons $600.0 million of Floating Rate Senior Notes due 2015 were redeemed and an early redemption premium of $12.0
million was incurred; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | on March 6, 2008, Intelsat, Ltd.s $400.0 million of 51/4% Senior Notes due 2008 were redeemed and an early redemption premium of $7.6 million was incurred.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

The premiums incurred were included in the fair value of the associated debt as of the date of the New Sponsors Acquisition.

Change of Control Offers

The New Sponsors
Acquisition resulted in a change of control under the indentures governing certain of our outstanding series of notes and the Intelsat Jackson Senior Unsecured Credit Agreement, giving the holders of those notes and loans the right to require us to
repurchase such notes and repay such loans at 101% of their principal amount, plus accrued interest to the date of repurchase or repayment. During the second and third quarters of 2008, the relevant entities completed each such change of control
offer, financing the repurchases and repayment through backstop unsecured credit agreement borrowings under the Financing Commitment Letter or with proceeds from offerings of notes and a new unsecured term loan borrowing.

The following principal amounts were tendered and repurchased or repaid in the change of control offers:



| |  |  | $281.8 million of Intelsat Jacksons 111/4% Senior Notes due 2016;
| | - |  | ------------------------------------------------------------------



| |  |  | $695.0 million of Intelsat Jacksons 91/4% Senior Notes due 2016;
| | - |  | -----------------------------------------------------------------



| |  |  | $804.8 million of loans outstanding under the Intelsat Jackson Senior Unsecured Credit Agreement;
| | - |  | -------------------------------------------------------------------------------------------------



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| |  |  | $408.1 million of Intermediate Holdcos $478.7 million aggregate principal amount at maturity of 91/4% Senior Discount Notes due 2015;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $874.6 million of Intelsat Sub Holdcos 81/4% Senior Notes due 2013;
| | - |  | --------------------------------------------------------------------



| |  |  | $674.3 million of Intelsat Sub Holdcos 85/8% Senior Notes due 2015;
| | - |  | --------------------------------------------------------------------



| |  |  | $651.6 million of Intelsat Corps 9% Senior Notes due 2014; and
| | - |  | ---------------------------------------------------------------



| |  |  | $575.0 million of Intelsat Corps 9% Senior Notes due 2016.
| | - |  | -----------------------------------------------------------

2008 Debt Refinancings

On June 27, 2008,
Intelsat Bermuda issued $2.81 billion of 111/4% Senior Notes due 2017 (the 2017 Bermuda Senior Notes), and $2.23
billion of Senior PIK Election Notes due 2017 (the 2017 Bermuda PIK Notes). Proceeds from the issuance of the 2017 Bermuda Senior Notes and the 2017 Bermuda PIK Notes were used to repay in full the $4.96 billion of borrowings under the
Bridge Loan Credit Agreements.

Interest on both the 2017 Bermuda Senior
Notes and the 2017 Bermuda PIK Notes is payable semi-annually on August 15 and February 15, commencing on August 15, 2008. The 2017 Bermuda Senior Notes bore interest at 7.28% on and prior to August 4, 2008, and bear interest at
111/4% after August 4, 2008.

Intelsat Bermuda may, at its option, elect to pay interest for any applicable interest period on
the 2017 Bermuda PIK Notes (i) entirely in cash, (ii) entirely in PIK interest or (iii) 50% in cash and 50% in PIK interest, through June 15, 2013. After June 15, 2013, interest on the 2017 Bermuda PIK Notes is payable in
cash. Cash interest on the 2017 Bermuda PIK Notes accrued at the rate of 7.53% on and prior to August 4, 2008, and accrues at 111/2% after August 4, 2008. If we elect to pay interest in the form of PIK interest, the applicable PIK interest rate will be the cash pay interest rate in effect during the period plus 100 basis points. If we elect to pay interest in the
form of PIK interest, we will either increase the principal amount of the outstanding 2017 Bermuda PIK Notes or issue new 2017 Bermuda PIK Notes to holders of the 2017 Bermuda PIK Notes in an amount equal to the amount of PIK interest for the
applicable interest payment period. We have made elections to pay interest on the 2017 Bermuda PIK Notes entirely in PIK interest for all interest periods through August 15, 2009.

On June 27, 2008, Intelsat Sub Holdco repaid $883.3 million of borrowings under a backstop
senior unsecured credit agreement due 2013 and $681.0 million of borrowings under a backstop senior unsecured credit agreement due 2015 with the proceeds of an offering of $883.3 million of Senior Notes due 2013, bearing interest at 81/2% (guaranteed by certain subsidiaries), and $681.0 million of Senior Notes due 2015, bearing interest at 87/8% (guaranteed by certain subsidiaries) (collectively, the New Sub Holdco Senior Notes). The initial purchasers of the
New Sub Holdco Senior Notes and the lenders under the backstop senior unsecured credit agreements were affiliated parties and the repayment was completed without an exchange of cash between us and the lenders.

On June 27, 2008, Intermediate Holdco repaid borrowings under a backstop senior unsecured
credit agreement due 2015 with the proceeds of an offering of 91/2% Senior Discount Notes due 2015 (the 2015 Senior
Discount Notes). The initial purchasers of the 2015 Senior Discount Notes and the lenders under the backstop senior unsecured credit agreement were affiliated parties and the repayment was completed without an exchange of cash between us and
the lenders.

On July 1, 2008, Intelsat Jackson issued $284.6 million of
Senior Notes due 2016, bearing interest at 111/2%, and $701.9 million of Senior Notes due 2016 (guaranteed by certain
subsidiaries), bearing interest at 91/2% (collectively, the New Jackson Senior Notes). The proceeds of the New
Jackson Senior Notes were used, together with cash on hand, to fund the repurchase of Intelsat Jacksons 111/4% Senior
Notes due 2016 and Intelsat Jacksons 91/4% Senior Notes due 2016 tendered in change of control offers. The New Jackson
Senior Notes have substantially similar terms to the notes repurchased.



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Intelsat Jackson also repaid loans tendered in a change of control offer relating to the Intelsat Jackson
Senior Unsecured Credit Agreement with borrowings of $810.9 million under a new senior unsecured credit agreement that was entered into on July 1, 2008 (the New Intelsat Jackson Senior Unsecured Credit Agreement), together with cash
on hand. Borrowings under the New Intelsat Jackson Senior Unsecured Credit Agreement bear interest at either (i) LIBOR plus 300 basis points or (ii) the ABR, which is the rate for any day equal to the higher of (a) the Federal Funds
Rate plus 50 basis points or (b) the prime rate, plus 200 basis points.

On
July 18, 2008, Intelsat Corp repaid $658.1 million of borrowings under a backstop senior unsecured credit agreement due 2014 and $580.7 million of borrowings under a backstop senior unsecured credit agreement due 2016 with the proceeds of an
offering of $658.1 million of Senior Notes due 2014, bearing interest at 91/4%, and $580.7 million of Senior Notes due 2016,
bearing interest at 91/4% (collectively, the New Intelsat Corp Senior Notes). The initial purchasers of the New
Intelsat Corp Senior Notes and the lenders under the backstop senior unsecured credit agreements were affiliated parties and the repayment was completed without an exchange of cash between us and the lenders.

Recent Debt Transactions

On February 12, 2009, our indirect subsidiary, Intelsat Sub Holdco, purchased $114.2 million of Intelsat, Ltd.s outstanding 75/8% Senior Notes due 2012 for $93.3 million and $346.5 million of Intelsat, Ltd.s outstanding 61/2% Senior Notes due 2013 for $254.6 million pursuant to the Tender Offer. Also, Intelsat Sub Holdco completed an offering of $400.0 million aggregate principal amount at maturity of 87/8% Senior Notes due 2015, Series B, which yielded $348.3 million of proceeds at issuance.

Satellite Performance Incentives

Our cost of
satellite construction includes an element of deferred consideration to satellite manufacturers referred to as satellite performance incentives. We are contractually obligated to make these payments over the lives of the satellites, provided the
satellites continue to operate in accordance with contractual specifications. We capitalize the present value of these payments as part of the cost of the satellites and record a corresponding liability to the satellite manufacturers. This asset is
amortized over the useful lives of the satellites and the liability is accreted as interest expense based on the passage of time and reduced as the payments are made. Our total satellite performance incentive payment liability as of
December 31, 2007 and 2008 was $149.3 million and $155.2 million, respectively.

Sub Holdco Adjusted EBITDA and New Bermuda Adjusted EBITDA

In addition to EBITDA, which is calculated as set forth inResults of Operations, we calculate a measure called Sub Holdco
Adjusted EBITDA, based on the term Consolidated EBITDA, as defined in the Sub Holdco Credit Agreement. Sub Holdco Adjusted EBITDA consists of EBITDA as adjusted to exclude or include certain unusual items, certain other operating expense items and
other adjustments permitted in calculating covenant compliance under the Sub Holdco Credit Agreement as described in the table and related footnotes below. Sub Holdco Adjusted EBITDA as presented below is calculated only with respect to Intelsat Sub
Holdco and its subsidiaries. Sub Holdco Adjusted EBITDA is a material component of certain ratios used in the Sub Holdco Credit Agreement, such as the secured debt leverage ratio and the total leverage ratio.

Under the Sub Holdco Credit Agreement, Intelsat Sub Holdco must maintain a pro forma secured net debt leverage ratio not greater than 1.50 to 1.00 at the
end of each fiscal quarter, and generally may not incur additional indebtedness (subject to certain exceptions) if the total leverage ratio calculated on a pro forma basis at the time of incurrence would exceed 4.75 to 1.00. In addition, under the
investments and dividends covenants contained in the Sub Holdco Credit Agreement, the ability of Intelsat Sub Holdco to make investments and pay dividends is restricted by formulas based on the amount of Sub Holdco Adjusted EBITDA measured from
April 1, 2006.



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In addition to EBITDA and Sub Holdco Adjusted EBITDA, we also calculate a measure called New Bermuda
Adjusted EBITDA, based on the term Adjusted EBITDA, as defined in the indenture governing the 2017 Bermuda Senior Notes and the 2017 Bermuda PIK Notes (collectively, the 2008 Bermuda Notes).

New Bermuda Adjusted EBITDA consists of EBITDA as adjusted to exclude or include certain unusual items, certain other operating expense items and other
adjustments permitted in calculating covenant compliance under the indenture of Intelsat Bermuda as described in the table and related footnotes below. New Bermuda Adjusted EBITDA as presented below is calculated only with respect to Intelsat
Bermuda and its subsidiaries. New Bermuda Adjusted EBITDA is a material component of certain ratios used in the indenture governing the 2008 Bermuda Notes, such as the debt to New Bermuda Adjusted EBITDA ratio and the secured indebtedness leverage
ratio.

Under Intelsat Bermudas indenture, Intelsat Bermuda generally may not incur additional indebtedness (subject to certain
exceptions) if the debt to New Bermuda Adjusted EBITDA ratio calculated on a pro forma basis at the time of such incurrence would exceed 8.00 to 1.00 and Intelsat Bermuda cannot incur certain liens to secure indebtedness (subject to certain
exceptions) if the secured indebtedness leverage ratio, after giving effect to the incurrence, exceeds 2.50 to 1.00. In addition, under this indenture, satisfaction of a 6.75 to 1.00 debt to New Bermuda Adjusted EBITDA ratio is generally (subject to
certain exceptions) a condition to the making of restricted payments by Intelsat Bermuda. Furthermore, under the restricted payments covenants contained in this indenture (subject to certain exceptions), the ability of Intelsat Bermuda to make
restricted payments (including the making of investments and the payment of dividends) is restricted by a formula based on the amount of New Bermuda Adjusted EBITDA measured from January 1, 2008 and calculated without making pro forma
adjustments.

We believe that the inclusion of Sub Holdco Adjusted EBITDA and New Bermuda Adjusted EBITDA in this Annual Report is
appropriate to provide additional information to investors about the calculation of certain covenants in the Sub Holdco Credit Agreement and the indenture governing the 2008 Bermuda Notes as mentioned above. We believe that some investors may use
Sub Holdco Adjusted EBITDA and New Bermuda Adjusted EBITDA to evaluate our liquidity and financial condition. Sub Holdco Adjusted EBITDA and New Bermuda Adjusted EBITDA are not measures of financial performance under U.S. GAAP, and our Sub Holdco
Adjusted EBITDA and New Bermuda Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Our Sub Holdco Adjusted EBITDA and New Bermuda Adjusted EBITDA should not be considered as alternatives to operating income (loss)
or net income (loss), determined in accordance with U.S. GAAP, as indicators of our operating performance, or as alternatives to cash flows from operating activities, determined in accordance with U.S. GAAP, as indicators of cash flows, or as
measures of liquidity.



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A reconciliation of net cash provided by Intelsat, Ltd. operating activities to Intelsat, Ltd. net loss;
Intelsat, Ltd. net loss to Intelsat, Ltd. EBITDA; Intelsat, Ltd. EBITDA to New Bermuda Adjusted EBITDA; and New Bermuda Adjusted EBITDA to Sub Holdco Adjusted EBITDA is as follows:



|                                                                          |  |                            |           |   |                            |   |            |  
|------------------------------------------------------------------------- |  | -------------------------- | --------- | - | -------------------------- | - | ---------- | -
|                                                                          |  |                            |           |   | Combined(1)                |  
|                                                                          |  | Year EndedDecember 31,2007 |           |   | Year EndedDecember 31,2008 |  
|                                                                          |  | (in thousands)             |          
|Reconciliation of net cash provided by operating activities to net loss:  |  |                            |           |   |                            |   |            |  
|Net cash provided by operating activities                                 |  | $                          | 557,021   |   |                            | $ | 895,762    |  
|Depreciation and amortization                                             |  |                            | (784,120  | ) |                            |   | (859,820   | )
|Impairment of asset value                                                 |  |                            |          |   |                            |   | (390,444   | )
|Provision for doubtful accounts                                           |  |                            | (12,199   | ) |                            |   | 5,215      |  
|Foreign currency transaction gain (loss)                                  |  |                            | 482       |   |                            |   | (6,104     | )
|Loss on disposal of assets                                                |  |                            | (262      | ) |                            |   | (588       | )
|Share-based compensation expense                                          |  |                            | (5,046    | ) |                            |   | (199,564   | )
|Compensation cost paid by parent                                          |  |                            | (288      | ) |                            |   |           |  
|Deferred income taxes                                                     |  |                            | 37,701    |   |                            |   | 163,426    |  
|Amortization and write-off of bond discount and issuance costs            |  |                            | (105,011  | ) |                            |   | (202,208   | )
|Interest paid-in-kind                                                     |  |                            |          |   |                            |   | (210,481   | )
|Share in losses of unconsolidated affiliates                              |  |                            | (6,838    | ) |                            |   | (17,127    | )
|Loss on undesignated interest rate swaps                                  |  |                            | (21,596   | ) |                            |   | (142,312   | )
|Loss on prepayment of debt and other non-cash items                       |  |                            | (13,351   | ) |                            |   | (5,377     | )
|Changes in operating assets and liabilities, net of effect of acquisition |  |                            | 161,618   |   |                            |   | (228,545   | )
|                                                                          |  |                            |           |   |                            |   |            |  
|Intelsat, Ltd. net loss                                                   |  |                            | (191,889  | ) |                            |   | (1,198,167 | )
|                                                                          |  |                            |           |   |                            |   |            |  
|Add (Subtract):                                                           |  |                            |           |   |                            |   |            |  
|Interest expense, net(2)                                                  |  |                            | 992,750   |   |                            |   | 1,375,157  |  
|Provision for (benefit from) income taxes                                 |  |                            | 14,957    |   |                            |   | (120,037   | )
|Depreciation and amortization                                             |  |                            | 784,120   |   |                            |   | 859,820    |  
|                                                                          |  |                            |           |   |                            |   |            |  
|Intelsat, Ltd. EBITDA                                                     |  |                            | 1,599,938 |   |                            |   | 916,773    |  
|                                                                          |  |                            |           |   |                            |   |            |  
|Add (Subtract):                                                           |  |                            |           |   |                            |   |            |  
|Parent and intercompany expenses, net(3)                                  |  |                            | 16,481    |   |                            |   | 13,567     |  
|Compensation and benefits(4)                                              |  |                            | 4,980     |   |                            |   | 5,420      |  
|Restructuring and transaction costs(5)                                    |  |                            | 9,258     |   |                            |   | 315,028    |  
|Acquisition related expenses(6)                                           |  |                            | 23,871    |   |                            |   | 10,240     |  
|Share in losses of unconsolidated affiliates(7)                           |  |                            | 7,238     |   |                            |   | 17,111     |  
|Impairment of asset value(8)                                              |  |                            |          |   |                            |   | 390,444    |  
|Loss on undesignated interest rate swaps(9)                               |  |                            | 11,699    |   |                            |   | 166,736    |  
|Non-recurring and other non-cash items(10)                                |  |                            | 19,404    |   |                            |   | 30,523     |  
|Satellite performance incentives(11)                                      |  |                            | (14,726   | ) |                            |   | (10,789    | )
|                                                                          |  |                            |           |   |                            |   |            |  
|New Bermuda Adjusted EBITDA                                               |  |                            | 1,678,143 |   |                            |   | 1,855,053  |  
|                                                                          |  |                            |           |   |                            |   |            |  
|Add (Subtract):                                                           |  |                            |           |   |                            |   |            |  
|Intelsat Corp Adjusted EBITDA(12)                                         |  |                            | (710,660  | ) |                            |   | (772,890   | )
|Parent and intercompany expenses(13)                                      |  |                            | 229       |   |                            |   | 1,033      |  
|Non-recurring intercompany expenses                                       |  |                            |          |   |                            |   | 34,991     |  
|Satellite performance incentives(11)                                      |  |                            | 14,726    |   |                            |   | 10,789     |  
|                                                                          |  |                            |           |   |                            |   |            |  
|Sub Holdco Adjusted EBITDA                                                |  | $                          | 982,438   |   |                            | $ | 1,128,976  |  
|                                                                          |  |                            |           |   |                            |   |            |  



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|(1) | As a result of the consummation of the New Sponsors Acquisition, the financial results for the year ended December 31, 2008 have been presented separately for the
predecessor entity for the period January 1, 2008 to January 31, 2008 and for the successor entity for the period February 1, 2008 to December 31, 2008. For comparative purposes, we combined the periods
from January 1, 2008 to January 31, 2008 and February 1, 2008 to December 31, 2008, as we believe this combination is useful to provide the reader a more accurate comparison. This combination is not a U.S. GAAP measure and it is
provided to enhance the readers understanding of the results of operations for the periods presented.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes a $10.0 million redemption premium paid in connection with the redemption of Intelsat Sub Holdcos $1.0 billion Floating Rate Senior Notes due 2012 and the write-off
of $28.1 million in deferred financing costs in the year ended December 31, 2007.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents expenses incurred at Intelsat, Ltd. for employee salaries and benefits, office operating costs and other expenses.
|--- | -----------------------------------------------------------------------------------------------------------------------------

|(4) | Reflects the portion of the expenses incurred relating to our equity compensation plans, defined benefit pension plan and other postretirement benefits that are excludable under the
definitions of New Bermuda Adjusted EBITDA and Sub Holdco Adjusted EBITDA.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Reflects restructuring costs incurred in connection with the PanAmSat Acquisition Transactions and transaction costs related to the New Sponsors Acquisition Transactions.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Reflects expenses incurred in connection with the monitoring fee agreements with the former shareholders of Intelsat Holdings (other than management) to provide certain monitoring,
advisory and consulting services to Intelsat Bermuda, Intelsat Sub Holdco and their respective subsidiaries.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Represents losses incurred under the equity method of accounting.
|--- | -----------------------------------------------------------------

|(8) | Represents the non-cash impairment charges recorded in 2008 to write-down to fair value the Galaxy 26 satellite due to its anomaly in June 2008 and to write-down our intangible
assets determined to have indefinite useful lives in accordance with SFAS No. 142 (see Critical Accounting PoliciesAsset Impairment).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Represents the changes in the fair value of the undesignated interest rate swaps which are recognized in operating income.
|--- | --------------------------------------------------------------------------------------------------------------------------

|(10) | Reflects certain non-recurring gains and losses (principally costs incurred in connection with the PanAmSat Acquisition Transactions and the New Sponsors Acquisition) and non-cash
income related to the recognition of deferred revenue on a straight-line basis of certain prepaid capacity contracts which are excluded from New Bermuda Adjusted EBITDA and Sub Holdco Adjusted EBITDA by definition.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Amount represents satellite performance incentive interest expense required to be excluded from interest expense for the calculation of New Bermuda Adjusted EBITDA, but permitted to
be included as part of interest expense for the calculation of Sub Holdco Adjusted EBITDA.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | This measure is reported publicly by our subsidiary, Intelsat Corp, which is not a subsidiary of Intelsat Sub Holdco.
|---- | ---------------------------------------------------------------------------------------------------------------------

|(13) | Reflects expenses of Intelsat Bermuda of $0.2 million and $0.8 million of other holding companies not consolidated under Intelsat Sub Holdco.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------

Funding Sources and Uses

We are a highly
leveraged company and have incurred significant additional debt over the last three years, which has resulted in a large increase in our obligations related to debt service, including increased interest expense. We currently expect to use cash on
hand, cash flows from operations and availability under our senior secured credit facilities to fund our most significant cash outlays, including debt service requirements and capital expenditures, in the next twelve months.

No amounts were outstanding under our revolving credit facilities as of December 31, 2008; however, we had aggregate outstanding letters of credit
of $12.5 million under the revolver portion of Intelsat Sub Holdcos senior secured credit facilities and $2.1 million under the revolver portion of Intelsat Corps senior secured credit facilities. Under the terms of the credit agreements
governing Intelsat Sub Holdcos and Intelsat Corps senior secured credit facilities, Intelsat Sub Holdco and Intelsat Corp had $237.5 million (net of standby letters of



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credit) and $172.9 million (net of standby letters of credit), respectively, of availability remaining under their senior secured credit facilities at that
date. One of the lenders under our revolving credit facilities, representing approximately 12% of the aggregate lender commitments under each of Intelsat Sub Holdcos and Intelsat Corps revolving credit facilities, equivalent to
approximately $31.1 million and $20.8 million, respectively, of availability for each of Intelsat Sub Holdco and Intelsat Corp at December 31, 2008, did not provide any funds in response to the September 2008 borrowing requests we made under
each of the revolving credit facilities. We are currently pursuing various alternatives with other potential lenders to obtain commitments to fill this availability shortfall but cannot as yet confirm whether we will be successful. Under the terms
of the credit agreements governing both Intelsat Sub Holdcos senior secured credit facilities and Intelsat Corps amended and restated senior credit facilities, the ability of each company to borrow under its respective revolving credit
facility is subject to compliance by each companys indirect parent, Intelsat, Ltd., under a senior secured debt covenant included in the indenture governing Intelsat, Ltd.s outstanding senior notes. As a result, under certain
circumstances, Intelsat Sub Holdco may not be able to borrow up to the full amount of borrowing availability under its revolving credit facility if Intelsat Corp has certain amounts outstanding under its revolving credit facility, and Intelsat Corp
may not be able to borrow up to the full amount of borrowing availability under its revolving credit facility if Intelsat Sub Holdco has certain amounts outstanding under its revolving credit facility.

Capital Expenditures

Our capital expenditures
depend on our business strategies and reflect our commercial responses to opportunities and trends in our industry. Our actual capital expenditures may differ from our expected capital expenditures if, among other things, we enter into any currently
unplanned strategic transactions. Levels of capital spending from one year to the next are also influenced by the nature of the satellite life cycle and by the capital-intensive nature of the satellite industry. For example, we incur significant
capital expenditures during the years in which satellites are under construction. We typically procure a new satellite within a timeframe that would allow the satellite to be deployed at least one year prior to the end of the service life of the
satellite to be replaced. As a result, we frequently experience significant variances in our capital expenditures from year to year. The following table compares our satellite-related capital expenditures to total capital expenditures from 2004
through 2008 (the table below excludes our purchase of the North American satellites, related customer contracts and other assets from Loral Space & Communications Corporation and certain of its affiliates in March 2004 and does not reflect
expenditures of PanAmSat prior to its acquisition in 2006):



|      |  |                                       |           |                           |   |          
|----- |  | ------------------------------------- | --------- | ------------------------- | - | ---------
|Year  |  | Satellite-Related CapitalExpenditures |           | Total CapitalExpenditures
|      |  | (in thousands)                       
|2004  |  | $                                     | 213,219   |                           | $ | 288,589  
|2005  |  |                                       | 99,901    |                           |   | 133,507  
|2006  |  |                                       | 101,335   |                           |   | 152,086  
|2007  |  |                                       | 474,060   |                           |   | 543,612  
|2008  |  |                                       | 370,761   |                           |   | 422,460  
|      |  |                                       |           |                           |   |          
|Total |  | $                                     | 1,259,276 |                           | $ | 1,540,254
|      |  |                                       |           |                           |   |          

Payments for satellites and other property and equipment also exclude funds paid for deposits on
future satellites and launches that are included as a part of other assets and capitalized as construction progresses. We launched two satellites in 2008 and currently plan to launch two satellites in 2009. We have three satellites on order with
launches planned in 2010.

We expect our 2009 total capital expenditures to range from approximately $525 million to $575 million. We
intend to fund our capital expenditure requirements through cash on hand, cash provided from operating activities and, if necessary, borrowings under the revolving facilities of our senior secured credit facilities. The expected 2009 capital
expenditures range excludes approximately $100 million in capital expenditures associated



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with a satellite that is to be procured and launched in 2010 pursuant to our New Dawn joint venture. We have a 74.9% indirect ownership interest in New Dawn
and the financial results of the New Dawn investment will be consolidated within our results. However, the majority of New Dawns expenditures will be financed by third parties, and our net cash outlay with respect to New Dawn is expected to be
minimal in 2009.

Currency and Exchange Rates

Substantially all of our customer contracts, capital expenditure contracts and operating expense obligations are denominated in U.S. dollars. Consequently, we are not exposed to material foreign currency exchange
risk. However, the service contracts with our Brazilian customers provide for payment in Brazilian reais. Accordingly, we are subject to the risk of a reduction in the value of the Brazilian reais as compared to the U.S. dollar in
connection with payments made by Brazilian customers, and our exposure to fluctuations in the exchange rate for Brazilian reais is ongoing. However, the rates payable under our service contracts with Brazilian customers are adjusted annually
to account for inflation in Brazil, thereby mitigating the risk. For the years ended December 31, 2006 and 2007, the predecessor period January 1, 2008 to January 31, 2008 and the successor period February 1, 2008 to
December 31, 2008, our Brazilian customers represented approximately 2%, 2%, 2.1% and 2.4%, respectively, of our revenues. Transactions in other currencies are converted into U.S. dollars using rates in effect on the dates of the transactions.

We recorded a foreign currency exchange loss of $6.1 million during the combined year ended December 31, 2008, a gain of $0.5 million
during the year ended December 31, 2007 and a loss of $0.1 million during the year ended December 31, 2006. The gain or loss in each year was primarily attributable to the conversion of our Brazilian reais cash balances held in
Brazil and other working capital account balances to U.S. dollars at the exchange rate in effect on the last day of the applicable year or, with respect to exchange transactions effected during the year, at the time the exchange transactions
occurred.

Off-Balance Sheet Arrangements

On August 1, 2005, Intelsat Corp formed its second satellite joint investment with JSAT International (JSAT) that built and launched the Horizons-2 Ku-band satellite in December 2007. The Horizons-2
satellite was placed into service in February 2008. Our investment is being accounted for using the equity method of accounting. As of December 31, 2008, the total joint investment in Horizons-2 is expected to be $166.6 million, of which each
of the joint venture partners was required to fund their 50% share beginning in March 2008. Our share of the results of Horizons-2 is included in other income (expense), net in the accompanying consolidated statements of operations and was income of
$0.3 million for the successor period February 1, 2008 to December 31, 2008. As of December 31, 2008, the investment balance of $79.2 million was included within other assets in the accompanying consolidated balance sheets.

In connection with our investment in Horizons-2, we entered into a capital contribution and subscription agreement in August 2005, which
requires Intelsat Corp to fund its 50% share of the amounts due under Horizons-2s loan agreement with a third-party lender. Pursuant to this agreement, we made contributions of $9.7 million during the combined year ended December 31,
2008. Intelsat Corp has entered into a security and pledge agreement with a third-party lender and, pursuant to this agreement, granted a security interest in its contribution obligation to the lender. Therefore, we have recorded a liability of
$12.2 million within accrued liabilities and $61.0 million within other long-term liabilities as of December 31, 2008 in the accompanying consolidated balance sheets as an indirect guarantee in accordance with Financial Accounting Standards
Board (FASB) Interpretation No. 45 (as amended), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.

We do not have any other significant off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on
our financial condition, results of operations or liquidity.



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Contractual Obligations and Commercial Commitments

The following table sets forth our contractual obligations and capital and certain other commitments as of December 31, 2008 and the expected year of
payment.



|                                                                                                         |  |                      |           |      |   |           |  |      |           |      |   |           |                    |   |           |      |       |   |            |  |   |        |  |   |           
|-------------------------------------------------------------------------------------------------------- |  | -------------------- | --------- | ---- | - | --------- |  | ---- | --------- | ---- | - | --------- | ------------------ | - | --------- | ---- | ----- | - | ---------- |  | - | ------ |  | - | ----------
|                                                                                                         |  | Payments due by year
|Contractual Obligations(1)                                                                               |  | 2009                 |           | 2010 |   | 2011      |  | 2012 |           | 2013 |   |           | 2014 andthereafter |   | Other     |      | Total
|                                                                                                         |  | (in thousands)      
|Long-term debt obligations                                                                               |  |                      |           |      |   |           |  |      |           |      |   |           |                    |   |           |      |       |   |            |  |   |        |  |   |           
|Intelsat, Ltd. and subsidiary notes and credit facilities (excluding Intelsat Corp)principal payment(2) |  | $                    | 8,448     |      | $ | 42,448    |  | $    | 3,448     |      | $ | 603,447   |                    | $ | 1,907,811 |      |       | $ | 9,617,789  |  | $ |       |  | $ | 12,183,391
|Intelsat, Ltd. and subsidiary notes and credit facilities (excluding Intelsat Corp)interest payment(2)  |  |                      | 826,707   |      |   | 1,141,779 |  |      | 1,161,617 |      |   | 1,138,139 |                    |   | 1,073,945 |      |       |   | 2,861,309  |  |   |       |  |   | 8,203,496 
|Intelsat Corp notes and credit facilitiesprincipal payment                                              |  |                      | 89,051    |      |   | 89,051    |  |      | 91,275    |      |   | 77,929    |                    |   | 17,869    |      |       |   | 3,026,779  |  |   |       |  |   | 3,391,954 
|Intelsat Corp notes and credit facilitiesinterest payment                                               |  |                      | 202,231   |      |   | 198,736   |  |      | 195,217   |      |   | 191,157   |                    |   | 188,947   |      |       |   | 334,792    |  |   |       |  |   | 1,311,080 
|Capital lease obligations (including interest)                                                           |  |                      | 1,925     |      |   | 196       |  |      |          |      |   |          |                    |   |          |      |       |   |           |  |   |       |  |   | 2,121     
|Operating lease obligations                                                                              |  |                      | 4,647     |      |   | 4,226     |  |      | 4,432     |      |   | 125       |                    |   | (1,157    | )(6) |       |   | 116,852    |  |   |       |  |   | 129,125   
|Purchase obligations(3)                                                                                  |  |                      | 458,573   |      |   | 154,662   |  |      | 60,818    |      |   | 17,730    |                    |   | 15,656    |      |       |   | 42,642     |  |   |       |  |   | 750,081   
|Other long-term liabilities (including interest)(4)                                                      |  |                      | 53,412    |      |   | 40,295    |  |      | 36,052    |      |   | 35,270    |                    |   | 33,735    |      |       |   | 102,352    |  |   |       |  |   | 301,116   
|Income tax contingencies(5)                                                                              |  |                      |          |      |   |          |  |      |          |      |   |          |                    |   |          |      |       |   |           |  |   | 86,808 |  |   | 86,808    
|                                                                                                         |  |                      |           |      |   |           |  |      |           |      |   |           |                    |   |           |      |       |   |            |  |   |        |  |   |           
|Total contractual obligations                                                                            |  | $                    | 1,644,994 |      | $ | 1,671,393 |  | $    | 1,552,859 |      | $ | 2,063,797 |                    | $ | 3,236,806 |      |       | $ | 16,102,515 |  | $ | 86,808 |  | $ | 26,359,172
|                                                                                                         |  |                      |           |      |   |           |  |      |           |      |   |           |                    |   |           |      |       |   |            |  |   |        |  |   |           



|(1) | Obligations related to Intelsats pension and postretirement medical benefit obligations are excluded from the table. Refer to Note 5Retirement Plans and Other Retiree
Benefits to our audited consolidated financial statements included elsewhere in this Annual Report.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The amounts do not reflect the impact of the Tender Offer and 2009 Sub Holdco Notes Offering which were completed in February 2009. Amounts reflect fully accreted obligations for
Intermediate Holdcos debt. Additionally, the principal and interest payments assume interest on the 2017 Bermuda PIK Notes is paid entirely in PIK interest through August 2009.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes satellite construction and launch contracts, estimated payments to be made on performance incentive obligations related to our IS-14 and IS-17 satellites which are
currently under construction, vendor contracts and customer commitments. The amounts shown do not include satellite launch contracts entered into in the first quarter of 2009.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes satellite performance incentive obligations (and interest thereon), performance payments which were part of the aggregate purchase price of a satellite PanAmSat acquired in
2005 (and interest thereon) and Horizons contribution obligation. Also, excludes future commitments related to our interest rate swaps.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | The timing of future cash flows from income tax contingencies cannot be reasonably estimated and therefore are reflected in the Other column. See Note 12Income Taxes to our
consolidated financial statements elsewhere in this Annual Report for further discussion of income tax contingencies.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | In 2013, our rental income on our owned Washington, D.C. building and our sublease income on leased facilities will exceed our operating lease commitments.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

Satellite Construction and Launch Obligations

As
of December 31, 2008, we had approximately $581.6 million of expenditures remaining under our existing satellite construction contracts and satellite launch contracts. In the first quarter of 2009, we entered into an additional $75 million
satellite launch contract. Satellite launch and in-orbit insurance contracts related to future satellites to be launched are cancelable up to thirty days prior to the satellites launch. As of December 31, 2008, we did not have any
non-cancelable commitments related to existing launch insurance or in-orbit insurance contracts for satellites to be launched.

See
Item 1BusinessOur NetworkPlanned Satellites for details relating to certain of our satellite construction and launch contracts.

Horizons Contributions Obligation

SeeOff-Balance Sheet Arrangements above for information regarding our contribution
obligation for Horizons-2.



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Operating Leases

We have commitments for operating leases primarily relating to equipment and the former PanAmSat corporate headquarters in Wilton, Connecticut. These leases contain escalation provisions for increases. As of
December 31, 2008, minimum annual rentals of all leases (net of sublease income on leased facilities and rental income on our owned Washington, D.C. building totaling $23.3 million), totaled approximately $129.1 million, exclusive of potential
increases in real estate taxes, operating assessments and future sublease income.

Customer and Vendor Contracts

We have contracts with certain of our customers which require us to provide equipment, services and other support during the term of the related
contracts. We also have long-term contractual obligations with service providers primarily for the operation of certain of our satellites. As of December 31, 2008, we had commitments under these customer and vendor contracts which totaled
approximately $168.5 million related to the provision of equipment, services and other support.

Other

Boeing Satellite Systems, Inc. has security interests in certain transponders on our IS-2, IS-3, IS-4 and IS-5 satellites to secure incentive
payments that we owe pursuant to satellite construction contracts.

Satellite Health and Technology

See Item 1BusinessSatellite Health and Technology for details on anomalies of our satellites.

General Satellite Risk Management

See
Item 1BusinessOur NetworkCapacity Sparing and Backup and General Satellite Risk Management for details on our satellite risk management strategy.

Critical Accounting Policies

Our consolidated financial statements are based on the selection of
accounting policies and the application of accounting estimates, some of which require management to make significant assumptions. Actual results could differ from those estimates. We believe that some of the more important estimates and related
assumptions that affect our financial condition and results of operations are in the areas of revenue recognition, the allowance for doubtful accounts, satellites and other property and equipment, business combinations, income taxes, asset
impairments and fair value measurements. There were no accounting policies adopted during 2007 or 2008 that had a material effect on our financial condition or results of operations.

Revenue Recognition, Accounts Receivable and Allowance for Doubtful Accounts

Revenue
Recognition. We earn revenue primarily from satellite utilization charges and, to a lesser extent, from providing managed services to our customers. In general, we recognize revenue from satellite utilization in the period during which the
services are provided. While the majority of our revenue transactions contain standard business terms and conditions, there are certain transactions that contain non-standard business terms and conditions. Additionally, we may enter into certain
sales transactions that involve multiple element arrangements (arrangements with more than one deliverable). As a result, significant contract interpretation is sometimes required to determine the appropriate accounting for these transactions,
including:



| |  |  | whether an arrangement contains a lease or is otherwise subject to lease accounting literature;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | whether an arrangement should be reported gross as a principal versus net as an agent;
| | - |  | --------------------------------------------------------------------------------------



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| |  |  | whether we can develop reasonably dependable estimates about the extent of progress towards contract completion, contract revenues and costs;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | whether we receive a separately identifiable benefit when cash is paid to a vendor and whether we can make a reasonable estimate of the fair value of such benefit;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | how the arrangement consideration should be allocated among potential multiple elements; and
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | when to recognize revenue related to the deliverables.
| | - |  | ------------------------------------------------------

We receive payments from some customers in advance of our providing services. Amounts received from customers pursuant to satellite capacity prepayment options are recorded in the consolidated financial statements as
deferred revenue. These deferred amounts are recognized as revenue on a straight-line basis over the agreement terms.

In addition, our
revenue recognition policy requires an assessment as to whether collection is reasonably assured, which requires us, among other things, to evaluate the creditworthiness of our customers. Changes in judgments in these assumptions and estimates could
materially impact the timing and/or amount of revenue recognition.

Allowance for Doubtful Accounts. Our allowance for doubtful
accounts is determined through an evaluation of the aging of our accounts receivable, and considers such factors as the likelihood of collection based upon an evaluation of the customers creditworthiness, the customers payment history
and other conditions or circumstances that may affect the likelihood of payment, such as political and economic conditions in the country in which the customer is located. When we have determined that the collection of payments for satellite
utilization or managed services is not reasonably assured at the time the service is provided, we defer recognition of the revenue until such time as collection is believed to be reasonably assured or the payment is received. If our estimate of the
likelihood of collection is not accurate, we may experience lower revenue or an increase in our provision for doubtful accounts.

Satellites and
Other Property and Equipment

Satellites and other property and equipment acquired as part of the New Sponsors Acquisition were
based on their fair value as of the date of acquisition, and are reflected as such in our December 31, 2008 consolidated balance sheets, excluding satellites under construction at the time of the acquisition, which were reflected at historical
cost (which we believe approximates fair value). Satellites and other property and equipment purchased following the New Sponsors Acquisition are stated at cost. In our December 31, 2007 balance sheet, satellites and other property and
equipment acquired as part of the PanAmSat Acquisition Transactions were based on the fair value as of July 3, 2006, the date of the PanAmSat Acquisition Transactions. Historical cost consists primarily of the cost of satellite construction and
launch, including premiums for launch insurance and insurance during the period of in-orbit testing, the net present value of performance incentives expected to be payable to the satellite manufacturers, costs directly associated with the monitoring
and support of satellite construction and interest costs incurred during the period of satellite construction. Satellite construction and launch services are generally procured under long-term contracts that provide for payments by us over the
contract periods. Satellite construction and launch services costs are capitalized to reflect progress toward completion, which typically coincides with contract milestone payment schedules. Insurance premiums related to satellite launches and
subsequent in-orbit testing are capitalized and amortized over the estimated useful lives of the related satellites. Performance incentives payable in future periods are dependent on the continued satisfactory performance of the satellites in
service.

Satellites and other property and equipment are depreciated and amortized on a straight-line basis over their estimated useful
lives. The remaining depreciable lives of our satellites range from less than one year to 16 years as of December 31, 2008. We make estimates of the useful lives of our satellites for depreciation purposes based



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upon an analysis of each satellites performance, including its orbital design life and its estimated service life. The orbital design life of a
satellite is the length of time that the manufacturer has contractually committed that the satellites hardware will remain operational under normal operating conditions. In contrast, a satellites service life is the length of time the
satellite is expected to remain operational as determined by remaining fuel levels and consumption rates. Our in-orbit satellites generally have orbital design lives ranging from ten to 15 years and service lives as high as 20 years. The useful
depreciable lives of our satellites generally exceed the orbital design lives and are less than the service lives. Although the service lives of our satellites have historically extended beyond their depreciable lives, this trend may not continue.
We periodically review the remaining estimated useful lives of our satellites to determine if any revisions to our estimates are necessary based on the health of the individual satellites. Changes in our estimate of the useful lives of our
satellites could have a material effect on our financial position or results of operations.

We charge to operations the carrying value of
any satellite lost as a result of a launch or in-orbit failure upon the occurrence of the loss. In the event of a partial failure, we record an impairment charge to operations upon the occurrence of the loss if the undiscounted future cash flows are
less than the carrying value of the satellite. We measure the impairment charge as the excess of the carrying value of the satellite over its estimated fair value as determined by the present value of estimated expected future cash flows using a
discount rate commensurate with the risks involved. We reduce the charge to operations resulting from either a complete or a partial failure by the amount of any insurance proceeds that were either due and payable to or received by us, and by the
amount of any deferred satellite performance incentives that are no longer applicable following the failure. SeeAsset Impairment Assessments below for further discussion.

Business Combinations

Our business combinations are accounted for in accordance with the
provisions set forth in SFAS No. 141, Business Combinations, whereby the tangible and separately identifiable intangible assets acquired and liabilities assumed are recognized at their estimated fair market values at the acquisition
date. The portion of the purchase price in excess of the estimated fair market value of the net tangible and separately identifiable intangible assets acquired represents goodwill. The allocation of the purchase price related to our business
combinations involves estimates and judgments by our management that may be adjusted during the allocation period, but in no case beyond one year from the acquisition date, except for pre-acquisition tax contingencies that may be adjusted beyond the
allocation period in accordance with Emerging Issues Task Force (EITF) Issue No. 93-7, Uncertainties Related to Income Taxes in a Purchase Business Combination. These allocations are made based on managements best
estimates and assumptions. In arriving at the fair values of assets acquired and liabilities assumed, we consider the following generally accepted valuation approaches: the cost approach, income approach, and market approach. Our estimates may also
include assumptions about projected growth rates, cost of capital, effective tax rates, tax amortization periods, technology royalty rates and technology life cycles, the regulatory and legal environment, and industry and economic trends.

Asset Impairment Assessments

Goodwill.We account for goodwill and other intangible assets in accordance with SFAS No. 142, Goodwill and Other Intangible Assets (SFAS No. 142). Under SFAS No. 142, goodwill and other intangible
assets acquired in a business combination, and determined to have an indefinite useful life, are not amortized but are tested for impairment annually or more often if an event or circumstances indicate that an impairment loss has been incurred. SFAS
No. 142 requires companies to identify reporting units at a level below the companys identified operating segments for impairment analysis. We have identified only one reporting unit for the goodwill impairment test. Additionally, our
identifiable intangible assets with estimable useful lives are amortized based on the expected pattern of consumption for each respective asset.

SFAS No. 142 Assumptions and Approach Used.We follow a two-step process to evaluate if a potential impairment exists to our recorded amounts of goodwill. The first step of the process is to compare the



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reporting units fair value to its carrying value, including goodwill. In the event the carrying value of our reporting unit exceeds its fair value,
goodwill is considered impaired and the second step is required. The second step requires us to calculate a hypothetical purchase allocation to compare the current implied fair value of the goodwill to the current carrying value of the goodwill. The
implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, which is the excess of the fair value over the aggregate fair values of the individual assets, liabilities and
identifiable intangibles as if they were being acquired in a business combination. If the implied fair value of goodwill as described above exceeds recorded goodwill, there is no impairment. If the goodwill exceeds the implied fair value, an
impairment charge would be recorded for the excess. Furthermore, an impairment loss cannot exceed the amount of goodwill assigned to a reporting unit. After recognizing the impairment loss, the corresponding loss establishes a new basis in the
goodwill. Subsequent reversals of goodwill impairment losses are not permitted under applicable accounting standards.

We
determined the estimated fair value of our reporting unit using discounted cash flow analysis, along with independent source data related to comparative market multiples and, when available, recent transactions. The discounted cash flows were
derived from our five-year projection of revenues and expenses plus a residual value, with the resulting projected cash flows discounted at an appropriate weighted average cost of capital. The analysis, which was completed in the fourth quarter of
2008, did not result in an impairment of our goodwill.

SFAS No. 142 Sensitivity Analysis.In estimating the
undiscounted cash flows, we primarily used our internally prepared budgets and forecast information. The key assumptions included in our model were projected growth rates, cost of capital, effective tax rates and tax amortization periods, technology
life cycle, industry and economic trends and weighted average costs of capital. A change in the estimated future cash flows could change our estimated fair values and result in future impairments.

Trade name. We have implemented the relief from royalty method to determine the estimated fair value of the Intelsat trade name. The relief from
royalty analysis is comprised of two major steps: i) a determination of the hypothetical royalty rate, and ii) the subsequent application of the royalty rate to projected revenue. In determining the hypothetical royalty rate utilized in the relief
from royalty approach, we considered comparable license agreements, operating earnings benchmark rule of thumb, an excess earnings analysis to determine aggregate intangible asset earnings, and other qualitative factors. Based on our analysis, the
fair value of the Intelsat trade name as of the fourth quarter of 2008 was not impaired.

SFAS No. 142 Sensitivity
Analysis. The key assumptions used in our model to fair value the Intelsat trade name included the tax rate and discount rate. A change in the estimated tax rates or discount rate could result in future impairments.

Orbital Locations.Intelsat is authorized by governments to operate satellites at certain orbital locations  i.e., longitudinal coordinates
along the Clarke Belt. The Clarke Belt is the part of space approximately 42,165 kilometers above the plane of the equator where geostationary orbit may be achieved. Various governments acquire rights to these orbital locations through filings made
with the ITU, a sub-organization of the United Nations. We will continue to have rights to operate at our orbital locations so long as we maintain our authorizations to do so. See Item 1BusinessRegulation andRisk
FactorsRisk Factors Relating to Regulation.

SFAS No. 142 Assumptions and Approach Used.We determined
the estimated fair value of our right to operate at orbital locations using the build up method as described below, to determine the cash flows for the income approach, with the resulting projected cash flows discounted at an appropriate weighted
average cost of capital. In instances where the build up method did not generate positive value for the rights to operate at an orbital location, but the right was expected to generate revenue, we assigned a value based upon independent source data
for recent transactions of similar orbital locations.



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Under the build up approach, the amount an investor would be willing to pay for the right
to operate a satellite business at an orbital location is calculated by first estimating the cash flows that typical market participants would assume could be available from the right to operate satellites using the subject location in a similar
market. It is assumed that rather than acquiring such a business as a going concern, the buyer would hypothetically start with the right to operate at an orbital location and build a new operation with similar attributes from scratch. Thus the
buyer/builder is considered to incur the start-up costs and losses typically associated with the going concern value and pay for all other tangible and intangible assets. Our analysis, which was completed in the fourth quarter of 2008, led to the
recording of a non-cash impairment charge of $326.8 million.

SFAS No. 142 Sensitivity Analysis.The key
assumptions used in estimating the fair values of our rights to operate at our orbital locations included: market penetration leading to revenue growth, profit margin, duration and profile of the build up period, estimated start-up costs and losses
incurred during the build up period and weighted average cost of capital.

Long-Lived and Amortizable Intangible Assets.We review
our long-lived and amortizable intangible assets to assess whether an impairment has occurred using the guidance established in SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS No. 144),
whenever events or changes in circumstances indicate, in our judgment, that the carrying amount of an asset may not be recoverable. These indicators of impairment can include, but are not limited to, the following:



| |  |  | satellite anomalies, such as a partial or full loss of power;
| | - |  | -------------------------------------------------------------



| |  |  | under-performance of an asset as compared to expectations; and
| | - |  | --------------------------------------------------------------



| |  |  | shortened useful lives due to changes in the way an asset is used or expected to be used.
| | - |  | -----------------------------------------------------------------------------------------

The recoverability of an asset to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair
value, determined by either a quoted market price, if any, or a value determined by utilizing a discounted cash flow technique. Additionally, when assets are expected to be used in future periods, a shortened depreciable life may be utilized if
appropriate, resulting in accelerated depreciation.

SFAS No. 144 Assumptions and Approach Used.During the
second quarter of 2008, our Galaxy 26 satellite experienced a sudden and unexpected electrical distribution anomaly causing the loss of a substantial portion of the satellite power generating capability and resulting in the interruption of some of
the customer services on the satellite. We recorded a non-cash impairment charge of $63.6 million to write down the uninsured Galaxy 26 satellite to its estimated fair value following the anomaly. In order to estimate the fair value of the Galaxy 26
satellite, we used a discounted cash flows analysis.

SFAS No. 144 Sensitivity Analysis.In estimating the
discounted cash flows for the Galaxy 26 satellite, we primarily used our internally prepared budgets and forecast information. The cash flows were discounted at an appropriate weighted average cost of capital. A change in the estimated future cash
flows could change our estimated fair value resulting in additional impairment.

Income Taxes

We account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes(SFAS No. 109). We are subject to
income taxes in the United States as well as a number of foreign jurisdictions. Significant judgment is required in the calculation of our tax provision and the resultant tax liabilities and in the recoverability of our deferred tax assets that
arise from temporary differences between the tax and financial statement recognition of revenue and expense and net operating loss and credit carryforwards. As part of our



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financial process, we must assess the likelihood that our deferred tax assets can be recovered. Under SFAS No. 109, a valuation allowance is required
when it is more likely than not that all, or a portion, of the deferred tax asset will not be realized. We evaluate the recoverability of our deferred tax assets based in part on the existence of deferred tax liabilities that can be used to realize
the deferred tax assets.

During the ordinary course of business, there are many transactions and calculations for which the ultimate tax
determination is uncertain. In accordance with FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes,we evaluate our tax positions to determine if it is more likely than not that a tax position is sustainable, based
solely on its technical merits and presuming the taxing authorities full knowledge of the position and having access to all relevant facts and information. When a tax position does not meet the more likely than not standard, a liability is
recorded for the entire amount of the unrecognized tax benefit. Additionally, for those tax positions that are determined more likely than not to be sustainable, we measure the tax position at the largest amount of benefit more likely than not
(determined by cumulative probability) to be realized upon settlement with the taxing authority.

Fair Value Measurements

We estimate the fair value of our financial instruments using available market information and valuation methodologies. The carrying amounts of cash and
cash equivalents, receivables, accounts payable and accrued liabilities approximate their fair values because of the short maturity of these financial instruments. The fair value for publicly traded instruments is determined using quoted market
prices and, for non-publicly traded instruments, fair value is based upon composite pricing from a variety of sources, including market leading data providers, market makers, and leading brokerage firms. We have determined that the valuation
measurement inputs for our publicly traded instruments represent unadjusted quoted market prices in active markets, and therefore, have been classified within Level 1 of the SFAS No. 157 hierarchy framework. We determined the inputs of our
non-publicly traded instruments to be within Level 2 of the SFAS No. 157 hierarchy framework.

On January 1, 2008, we prospectively
adopted SFAS No. 157, Fair Value Measurements (SFAS No. 157), which defines fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. SFAS No. 157 requires disclosure of the extent to which fair value is used to measure financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the
measurement of significant unobservable inputs on earnings, or changes in net assets, as of the measurement date. SFAS No. 157 establishes a three-level valuation hierarchy based upon the transparency of inputs utilized in the measurement and
valuation of financial assets or liabilities as of the measurement date:



| |  |  | Level 1unadjusted quoted prices for identical assets or liabilities in active markets;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | Level 2quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are
not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3unobservable inputs based upon the reporting entitys internally developed assumptions which market participants would use in pricing the asset or
liability.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

We performed an evaluation of our financial assets and liabilities that met the criteria of the disclosure
requirements and fair value framework of SFAS No. 157. As a result of that evaluation, we identified investments in marketable securities and interest rate financial derivative instruments as having met such criteria.

We account for our investments in marketable securities in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity
Securities. All investments have been classified as available-for-sale securities as of December 31, 2007 and 2008, and are included in other assets in the accompanying consolidated balance sheets. Available-for-sale securities are stated
at fair value with any unrealized gains and losses included in accumulated other comprehensive income (loss) within shareholders equity (deficit). Realized gains and losses and declines in fair value on available-for-sale securities that are
determined to be other than temporary



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are included in other income (expense), net within our consolidated statements of operations. Interest and dividends on available-for-sale securities are
included in interest expense, net and other income (expense), net, respectively, within the consolidated statements of operations. We determined that the valuation measurement inputs of these marketable securities represent unadjusted quoted prices
in active markets and, accordingly, have classified such investments within Level 1 of the SFAS No. 157 hierarchy framework.

The fair
value of our interest rate financial derivative instruments reflects the estimated amounts that we would pay or receive to terminate the agreement at the reporting date, taking into account current interest rates, the market expectation for future
interest rates and current creditworthiness of both our counterparties and ourselves. Observable inputs utilized in the income approach valuation technique incorporate identical contractual notional amounts, fixed coupon rates, periodic terms for
interest payments and contract maturity. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments, if any, associated with our
derivatives utilize Level 3 inputs, such as the estimates of current credit spread, to evaluate the likelihood of default by us or our counterparties. We also considered the existence of offset provisions and other credit enhancements that serve to
reduce the credit exposure associated with the asset or liability being fair valued. We have assessed the significance of the inputs of the credit valuation adjustments to the overall valuation of our derivative positions and have determined that
the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

New Accounting Pronouncements

In September
2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans (SFAS No. 158). SFAS No. 158 requires companies to recognize in their balance sheets the
funded status of pension and other postretirement benefit plans. Previously unrecognized items under SFAS No. 87, Employers Accounting for Pensions,and SFAS No. 106,Employers Accounting for Postretirement Benefits
Other Than Pensions, will now be recognized as a component of accumulated other comprehensive income (loss), net of applicable income tax effects. In addition, the measurement date (the date at which plan assets and the benefit obligation are
measured) is required to be our fiscal year end. As described more fully in Note 5Retirement Plans and Other Retiree Benefits to our consolidated financial statements, we adopted the recognition provisions of SFAS No. 158 effective
December 31, 2007, and adopted the measurement date provisions during the first quarter of 2008.

In February 2007, the FASB issued
SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). This statement permits companies to choose to measure many financial assets and liabilities at fair value. Unrealized
gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 became effective for us beginning on January 1, 2008. The adoption of SFAS No. 159 in the first quarter of 2008 did not
impact our consolidated financial statements since we have not elected to apply the fair value option to any of our eligible financial instruments.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141R). SFAS No. 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at the acquisition date, at their fair values as of that date. SFAS No. 141R is effective for fiscal years beginning on or after December 15, 2008. SFAS No. 141R is to be applied prospectively,
with early adoption prohibited. We will adopt SFAS No. 141R upon its effective date as appropriate for any future business combinations.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS No. 160). SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008, with early adoption prohibited.
SFAS No. 160 is to be applied prospectively except for its presentation and disclosure



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requirements for existing minority interests, which require retroactive application. Effective January 1, 2009, we adopted SFAS No. 160. We do not
expect the adoption of SFAS No. 160 to have an impact on our consolidated financial statements.

In February 2008, the FASB issued
FASB Staff Position (FSP) No. FAS 157-2, Effective Date of FASB Statement No. 157,which deferred the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 for certain nonfinancial assets
and liabilities. Examples of nonfinancial assets and liabilities to which the deferral would apply to us include (i) those acquired in a business combination and (ii) goodwill, indefinite-lived intangible assets and long-lived assets
measured at fair value for impairment testing. Effective January 1, 2008, we adopted SFAS No. 157 for financial assets and liabilities recognized at fair value. The partial adoption of SFAS No. 157 for financial assets and liabilities
did not have a material impact on our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures
about Derivative Instruments and Hedging Activities (SFAS No. 161). SFAS No. 161 is intended to improve financial reporting by requiring transparency about the location and amounts of derivative instruments in an
entitys financial statements; how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities(SFAS No. 133); and how
derivative instruments and related hedged items affect an entitys financial position, financial performance and cash flows. SFAS No. 161 is effective for us in the first quarter of 2009.

In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP No. FAS 142-3). FSP
No. FAS 142-3 amends the factors that an entity should consider in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets(SFAS No. 142). FSP No. FAS 142-3 requires an entity to consider its own historical experience in renewing or extending similar arrangements or, in the absence of that experience, consider the assumptions that market
participants would use regarding a renewal or extension, adjusted for entity-specific factors. The intent of FSP No. FAS 142-3 is to improve consistency between the useful life of a recognized asset under SFAS No. 142 and the period of expected
cash flows used to measure the fair value of the asset under SFAS No. 141(R). Additionally, FSP No. FAS 142-3 requires expanded disclosures regarding an entitys intangible assets. The guidance in FSP No. FAS 142-3 for determining the
useful life of a recognized intangible asset is to be applied prospectively to intangibles acquired after the effective date. The disclosure requirements, however, must be applied prospectively to all intangibles recognized as of, and subsequent to,
the effective date. We do not expect the adoption of FSP No. FAS 142-3 to have a material impact on our consolidated financial statements.

In November 2008, the FASB ratified EITF Issue No. 08-7, Accounting for Defensive Intangible Assets(EITF 08-7). EITF 08-7 requires that a defensive intangible asset be accounted for as a separate unit of accounting
and assigned a useful life which reflects the entitys consumption of the expected benefits related to that asset. A defensive intangible asset is an acquired intangible asset which the acquirer does not intend to actively use, but intends to
hold to prevent others from obtaining access to the asset, excluding intangible assets that are used in research and development. Under EITF 08-7, an entitys benefit from holding a defensive intangible asset is the direct and indirect cash
flows resulting from the entity preventing others from realizing any value from the intangible assets. The period over which a defensive asset diminishes in fair value can be used as a proxy for the entitys consumption of the expected benefits
related to the asset. EITF 08-7 is effective for defensive intangible assets acquired on or after January 1, 2009. We will adopt EITF 08-7 upon its effective date as appropriate for any future defensive intangible assets acquired.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, Employers Disclosure about Postretirement Benefit Plan Assets(FSP No. FAS
132(R)-1),which provides guidance on an employers disclosures of the plan assets of a defined benefit pension plan or other postretirement plans. FSP No. FAS 132(R)-1 requires



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employers of public and nonpublic entities to disclose additional information about how investment allocation decisions are made, about major categories of
plan assets, including concentration of risk and fair value measurements, and about the fair value techniques used to measure plan assets. The disclosure requirements of FSP No. FAS 132(R)-1 will be effective for us as of December 31, 2009.

Related Party Transactions

See
Item 13Certain Relationships and Related Transactions, and Director Independence, appearing elsewhere in this Annual Report.



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------

We are primarily exposed to the market risk associated with unfavorable movements in interest rates and foreign currencies. The risk inherent in our market risk sensitive instruments and positions is the potential loss arising from adverse
changes in those factors. In addition, with respect to our interest rate swaps as described below, we are exposed to counterparty credit risk, which we seek to minimize through credit support agreements and the review and monitoring of all
counterparties. We do not purchase or hold any derivative financial instruments for speculative purposes.

Interest Rate Risk

The satellite communications industry is a capital intensive, technology driven business. We are subject to interest rate risk primarily associated with
our borrowings. Interest rate risk is the risk that changes in interest rates could adversely affect earnings and cash flows. Specific interest rate risks include: the risk of increasing interest rates on short-term debt; the risk of increasing
interest rates for planned new fixed rate long-term financings; and the risk of increasing interest rates for planned refinancings using long-term fixed rate debt.

Approximately 78%, or $11.8 billion, of our debt as of December 31, 2008 was fixed-rate debt, excluding interest rate swaps. While changes in interest rates impact the fair value of this debt, there is no impact
to earnings or cash flows because we intend to hold these obligations to maturity unless market and other conditions are favorable.

As of
December 31, 2008, we held interest rate swaps with an aggregate notional amount of $3.0 billion with maturities ranging from 2010 to 2013. These swaps were entered into to economically hedge the variability in cash flow on a portion of the
floating-rate term loans under our senior secured and unsecured credit facilities. On a quarterly basis, we receive a floating rate of interest equal to the three-month LIBOR and pay a fixed rate of interest. On December 31, 2008, the rate we
would pay averaged 3.8% and the rate we would receive averaged 2.0%.

In addition, certain of these swaps contain options covering a
notional amount of $717.0 million that would effectively permit us to terminate the underlying swaps on March 14, 2011, prior to the stated maturity of March 14, 2013. If we exercise the options, the cash flows (excluding accrued and
unpaid interest) for the underlying swap and those from the options are expected to offset one another.

These interest rate swaps and
options have not been designated for hedge accounting treatment, in accordance with SFAS No. 133, as amended and interpreted, and the changes in fair value of these instruments will be recognized in earnings during the period of change.
Assuming a one percentage point decrease in the prevailing forward yield curve, the fair value of the interest rate swap liability would increase to approximately $280.7 million and the fair value of the options would increase to an asset of
approximately $32.0 million.

We perform interest rate sensitivity analyses on our variable rate debt, including interest rate swaps, and
cash and cash equivalents. These analyses indicate that a one percentage point change in interest rates would have minimal pre-tax impact on our consolidated statements of operations and cash flows as of December 31, 2008. While our
variable-rate debt may impact earnings and cash flows as interest rates change, it is not subject to changes in fair values.



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Foreign Currency Risk

We do not currently use foreign currency derivatives to hedge our foreign currency exposures. Substantially all of our customer contracts, capital expenditure contracts and operating expense obligations are
denominated in U.S. dollars. Consequently, we are not exposed to material foreign currency exchange risk. However, the service contracts with our Brazilian customers provide for payment in Brazilian reais. Accordingly, we are subject to the
risk of a reduction in the value of the Brazilian reais as compared to the U.S. dollar in connection with payments made by Brazilian customers, and our exposure to fluctuations in the exchange rate for Brazilian reais is ongoing.
However, the rates payable under our service contracts with Brazilian customers are adjusted annually to account for inflation in Brazil, thereby mitigating the risk. For the years ended December 31, 2006 and 2007, the predecessor period
January 1, 2008 to January 31, 2008 and the successor period February 1, 2008 to December 31, 2008, our Brazilian customers represented approximately 2%, 2%, 2.1% and 2.4%, respectively, of our revenues. Transactions in other
currencies are converted into U.S. dollars using rates in effect on the dates of the transactions.



|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

Our
consolidated financial statements are filed under this item, beginning on page F-1 of this Annual Report on Form 10-K. The financial statement schedules required under Regulation S-X are filed pursuant to Item 15 of this Annual Report on Form
10-K.



|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------

None.



|Item 9A(T). | Controls and Procedures
|----------- | -----------------------

(a) Disclosure Controls and
Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to
be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized and timely reported as provided in SEC rules and forms. We periodically
review the design and effectiveness of our disclosure controls and procedures worldwide, including compliance with various laws and regulations that apply to our operations. We make modifications to improve the design and effectiveness of our
disclosure controls and procedures, and may take other corrective action, if our reviews identify a need for such modifications or actions. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

We have carried out an evaluation, under the supervision and the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the year ended December 31, 2008. Based upon that evaluation, our principal executive officer and our principal financial officer
concluded that our disclosure controls and procedures were effective as of December 31, 2008.

(b) Managements Annual Report on Internal
Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of
the effectiveness of our internal control over financial reporting based on the framework set forth in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our
evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2008.



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This Annual Report does not include an attestation report of our independent registered public accounting
firm regarding internal control over financial reporting. Managements report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only
managements report in this Annual Report on Form 10-K.

(c) Changes in Internal Control over Financial Reporting

There were no changes that occurred in our internal control over financial reporting during the quarter ended December 31, 2008 that have materially
affected, or are reasonably likely to materially affect, internal control over financial reporting.



|Item 9B. | Other Information
|-------- | -----------------

None.



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PART III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

Executive Officers and Directors

Our current executive officers and directors are as follows:



|                  |  |     |  |                                                                                                       
|----------------- |  | --- |  | ------------------------------------------------------------------------------------------------------
|Name              |  | Age |  | Position                                                                                              
|David McGlade     |  | 48  |  | Director, Deputy Chairman and Chief Executive Officer, Intelsat, Ltd.                                 
|Raymond Svider    |  | 46  |  | Chairman and Director, Intelsat, Ltd.                                                                 
|Michael McDonnell |  | 45  |  | Executive Vice President and Chief Financial Officer, Intelsat, Ltd.                                  
|Phillip Spector   |  | 58  |  | Executive Vice President Business Development, General Counsel and Assistant Secretary, Intelsat, Ltd.
|Stephen Spengler  |  | 49  |  | Executive Vice President Sales and Marketing, Intelsat Corporation                                    
|Thierry Guillemin |  | 49  |  | Senior Vice President and Chief Technical Officer, Intelsat Corporation                               
|Anita Beier       |  | 53  |  | Senior Vice President and Controller, Intelsat Corporation                                            
|Justin Bateman    |  | 35  |  | Director                                                                                              
|Egon Durban       |  | 35  |  | Director                                                                                              
|John Joyce        |  | 55  |  | Director                                                                                              
|James Rubin       |  | 41  |  | Director                                                                                              

The following is a brief biography of each of our executive officers and directors:

Mr. McGlade has been the Chief Executive Officer of Intelsat, Ltd. since April 2005 and became Deputy Chairman of the board of
directors in August 2008. Prior to that, Mr. McGlade was the Chief Executive Officer of O2 UK, the largest subsidiary of mmO2 plc and a leading U.K. cellular telephone company, a position he took in October 2000. He was also an Executive
Director of O2 plc. During his tenure at O2 UK and O2, Mr. McGlade was a director of the GSM Association, a trade association for GSM mobile operators, and served as Chairman of its Finance Committee from February 2004 to February 2005. He was
also a director of Tesco Mobile from September 2003 to March 2005 and a director of The Link, a distributor of mobile phones and other high technology consumer merchandise, from December 2000 to May 2004. Mr. McGlade is currently a director of
Skyworks Solutions, Inc. and WildBlue Communications, Inc. Mr. McGlades business address is Wellesley House North, 2nd Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda.

Mr. Sviderbecame a director of Intelsat, Ltd. in February 2008 and became the Chairman of the board of directors of Intelsat, Ltd. in
May 2008. Mr. Svider has been a Managing Partner of BC Partners, since 2003. He joined BC Partners in 1992 in Paris before moving to London in 2000 to lead its investments in the technology and telecoms industries. Over the years,
Mr. Svider has participated in or led a variety of investments including Tubesca, Nutreco, UTL, Neopost, Polyconcept, Neuf Telecom and Unity Media/ Tele Columbus. He is currently on the board of Neopost and Unity Media. Prior to joining BC
Partners, Mr. Svider worked in investment banking at Wasserstein Perella in New York and Paris, and at the Boston Consulting Group in Chicago. Mr. Svider holds a Master of Business Administration from the University of Chicago and a Master
of Science in Engineering from both Ecole Polytechnique and Ecole Nationale Superieure des Telecommunications in France. Mr. Sviders business address is Wellesley House North, 2nd Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda.

Mr. McDonnellbecame the Executive Vice President and Chief Financial Officer of Intelsat, Ltd. in November 2008. He was previously
Executive Vice President, Chief Financial Officer and Treasurer of MCG Capital Corporation, a publicly-held commercial finance company, from September 2004 and its Chief Operating Officer since August 2006. From August 2000 to August 2004,
Mr. McDonnell was employed by direct-to-home satellite television operator, DISH Network Corporation (f/k/a EchoStar Communications Corporation), where he served as Executive Vice President and Chief Financial Officer from July 2004 to August
2004 and as Senior Vice President and Chief Financial Officer from August 2000 to July 2004. Prior to joining EchoStar, from 1986 to 2000 Mr. McDonnell was employed by PricewaterhouseCoopers LLP, where he was a partner from 1996. He also
currently serves on the board of directors of Catalyst Health Solutions, Inc. (f/k/a HealthExtras, Inc.), a pharmacy benefit management company. Mr. McDonnells business address is Wellesley House North, 2nd Floor, 90 Pitts Bay Road,
Pembroke HM 08, Bermuda.



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Mr. Spectorbecame the Executive Vice President and General Counsel of Intelsat, Ltd.
in February 2005 and the Head of Business Development in April 2007. He was previously the managing partner of the Washington, D.C. office of the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP, and chair of the firms
Communications & Technology Group. He is the former Chairman of the American Bar Associations International Communications Committee, and served in the U.S. government as Associate Assistant to the President and as a law clerk to a
Supreme Court justice. Mr. Spector is a magna cum laude graduate of the Harvard Law School and holds a Master in Public Policy degree from Harvards Kennedy School of Government. He serves on the board of directors of WildBlue
Communications, Inc. Mr. Spectors business address is Wellesley House North, 2nd Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda.

Mr. Spenglerbecame the Executive Vice President Sales and Marketing of Intelsat Corporation in February 2008. From July 2006 to February 2008, he served as Intelsat Corporations Senior Vice President, Europe,
Middle East, Africa & Asia Pacific Sales. From February 2006 to July 2006, Mr. Spengler served as Acting Senior Vice President Sales & Marketing of Intelsat Global Service Corporation, leading Intelsat Ltd.s global
marketing and sales organizations immediately prior to the acquisition of PanAmSat. From July 2003 to February 2006, he served as Vice President, Sales, Network Services & Telecom of Intelsat Global Service Corporation. Prior to joining
Intelsat, Mr. Spengler held various positions in the telecommunications industry, including serving from March 2002 to June 2003 as Senior Vice President of Global Sales, Broadband Access Networks, at Cirronet, Inc., a developer of wireless
products for Internet access, industrial and scientific use. Mr. Spenglers business address is 3400 International Drive, N.W., Washington, D.C. 20008, United States.

Mr. Guillemin became the Senior Vice President and Chief Technical Officer of Intelsat Corporation in February 2008, with
responsibility for customer operations, space systems management and planning, and satellite operations. From July 2006 to February 2008, he served as Intelsat Corporations Vice President of Satellite Operations & Engineering, in
which role he was responsible for the service availability of Intelsats entire in-orbit fleet of satellites (combined with PanAmSats). From July 2005 to July 2006, Mr. Guillemin served as Vice President of Satellite
Engineering & Program Management of Intelsat Global Service Corporation, and from January 2003 to July 2005, he served as Senior Director of Satellite Operations. He has over 25 years experience in the satellite industry, in
disciplines including spacecraft development, launch and operations. Mr. Guillemins business address is 3400 International Drive, N.W., Washington, D.C. 20008, United States.

Ms. Beierbecame the Senior Vice President and Controller of Intelsat Global Service Corporation on May 15, 2006 and of Intelsat
Corporation on July 3, 2006. Prior to joining Intelsat, Ms. Beier served as Senior Vice PresidentFinance and Controller of US Airways, Inc. from May 2004 to April 2006 and as Vice President & Controller from June 1999 to May
2004. Prior to joining US Airways, Inc., Ms. Beier served as Vice PresidentFinancial Planning at CSX Corporation, a transportation company providing rail and intermodal services, from September 1998 to June 1999. Ms. Beiers
business address is 3400 International Drive N.W., Washington, D.C. 20008, United States.

Mr. Batemanbecame a director
of Intelsat, Ltd. in August 2008. Mr. Bateman is a Partner of BC Partners based in its New York office, the investment arm of which he co-established in early 2008. He initially joined BC Partners London office in 2000 from
PricewaterhouseCoopers, where he spent three years in Transaction Services working on due diligence projects for both financial investors and corporate clients. In 2002/2003 he left BC Partners to complete his MBA at INSEAD before rejoining its
London office. He has a degree in economics from the University of Cambridge in the UK. Mr. Batemans business address is Wellesley House North, 2nd Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda.

Mr. Durbanbecame a director of Intelsat, Ltd. in February 2008. Mr. Durban is a Managing Director based in London responsible
for overseeing Silver Lakes European private equity business. Mr. Durban joined Silver Lake in 1999 as a founding principal and has worked in the firms Menlo Park and New York offices. Mr. Durban serves on the Supervisory Board
and Operating Committee of NXP B.V., on the Operating Committee of SunGard Capital Corporation, and on Silver Lakes Investment and Operating Committees. Prior



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to Silver Lake, Mr. Durban worked as an associate in Morgan Stanleys Investment Banking Division. Mr. Durban organized and led a joint
initiative between the Corporate Finance Technology Group and the Merger and Acquisition Financial Sponsor Group to analyze and present buyout opportunities in the technology industry. Previously, Mr. Durban worked in Morgan Stanleys
Corporate Finance Technology and Equity Capital Markets Group. Mr. Durban graduated from Georgetown University with a BS in Finance. Mr. Durbans business address is Wellesley House North, 2nd Floor, 90 Pitts Bay Road, Pembroke HM 08,
Bermuda.

Mr. Joycebecame a director of Intelsat, Ltd. in August 2008. Mr. Joyce is a Managing Director of Silver
Lake, a private equity firm that he joined in July 2005. Prior to joining Silver Lake, Mr. Joyce spent 30 years with IBM, serving most recently as Senior Vice President and Group Executive of the IBM Global Services Division, the worlds
largest information technology services and consulting provider. From 1999 to 2004, Mr. Joyce was Chief Financial Officer of IBM. Prior to that, Mr. Joyce served in a variety of roles, including President, IBM Asia Pacific and Vice
President and Controller for IBMs global operations. Mr. Joyce serves as a director of Gartner, Inc., Hewlett-Packard Company and a number of private companies. Mr. Joyces business address is Wellesley House North, 2nd Floor, 90
Pitts Bay Road, Pembroke HM 08, Bermuda.

Mr. Rubinbecame a director of Intelsat, Ltd. in August 2008. Mr. Rubin
is a Senior Partner of BC Partners, which he joined in May 2008 from One Equity Partners, where he was a founding partner since its inception in 2001. Mr. Rubin originated and executed transactions in a variety of industries with a particular
focus on healthcare and business services and was also responsible for building One Equitys practice in India. Prior to forming One Equity, Mr. Rubin was a Vice President with Allen & Company Incorporated, a New York merchant
bank specializing in media and entertainment transactions and advisory work. From 1996 to 1998, he held a number of senior policy positions with the Federal Communications Commission. He received his A.B. from Harvard College and a J.D. from Yale
Law School. Mr. Rubin is a Board Member of two New York City non-profits: Common Ground Communities and Echoing Green, and serves on the Board of The Dalton School. Mr. Rubins business address is Wellesley House North, 2nd Floor, 90 Pitts
Bay Road, Pembroke HM 08, Bermuda.

Board Composition

Intelsat, Ltd. is party to an agreement with Intelsat Holdings pursuant to which, for so long as Intelsat Holdings holds a majority of the outstanding voting stock of Intelsat, Ltd., the board of directors of
Intelsat, Ltd. shall consist solely of individuals selected by the shareholders of Intelsat Holdings as being eligible to serve as directors of Intelsat, Ltd. All of the directors of Intelsat, Ltd. have been so selected by the shareholders of
Intelsat Holdings.

Audit Committee

Intelsat, Ltd. has an audit committee consisting of Messrs. Svider, Durban, Bateman and Joyce. The members are not independent since they are associated with the New Sponsors. Pursuant to its charter and the authority delegated to it by the
board of directors, the audit committee has sole authority for the engagement, compensation and oversight of our independent registered public accounting firm. In addition, the audit committee reviews the results and scope of the audit and other
services provided by our independent registered public accounting firm, and also reviews our accounting and control procedures and policies. The audit committee meets as often as it determines necessary but not less frequently than once every fiscal
quarter. Our board of directors has determined that each member of the audit committee is an audit committee financial expert.

Compensation Committee

Intelsat, Ltd. has a compensation committee consisting of Messrs. Svider and Durban. The members are not independent since they are
associated with the New Sponsors. Pursuant to its charter and the authority delegated to it by the board of directors, the compensation committee has responsibility for the approval and evaluation of all of our compensation plans, policies and
programs as they affect Intelsat, Ltd.s chief executive officer and its other executive officers. The compensation committee meets as often as it determines necessary.



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Compensation Committee Interlocks and Insider Participation

Intelsat, Ltd.s compensation committee is currently comprised of Messrs. Svider and Durban, directors of Intelsat, Ltd. None of these individuals
has been at any time an officer or employee of Intelsat, Ltd., other than Mr. Svider who serves as our Chairman. During 2008, Intelsat, Ltd. had no compensation committee interlocksmeaning that it was not the case that an
executive officer of ours served as a director or member of the compensation committee of another entity and an executive officer of the other entity served as a director or member of our compensation committee.

Code of Ethics

We have adopted a Code of Ethics for
Senior Financial Officers, including our chief executive officer, chief financial officer, principal accounting officer, controller and any other person performing similar functions. The Code of Ethics is posted on our website at www.intelsat.com.
We intend to disclose on our website any amendments to or waivers of this Code of Ethics.



|Item 11. | Executive Compensation
|-------- | ----------------------

Compensation Discussion and Analysis

Introduction

At the end of
2008, members of the Companys senior executive team included:



| |  |  | David McGlade, Deputy Chairman and Chief Executive Officer;
| | - |  | -----------------------------------------------------------



| |  |  | Michael McDonnell, Executive Vice President and Chief Financial Officer;
| | - |  | ------------------------------------------------------------------------



| |  |  | Phillip Spector, Executive Vice President, Business Development and General Counsel;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Stephen Spengler, Executive Vice President, Sales and Marketing, Intelsat Corporation; and
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | Thierry Guillemin, Senior Vice President and Chief Technical Officer, Intelsat Corporation.
| | - |  | -------------------------------------------------------------------------------------------

Several significant changes occurred in 2008 which impacted the makeup of the senior management team, as well as their compensation during the year.
First, on February 4, 2008, pursuant to the terms of the BC Share Purchase Agreement, the New Sponsors Acquisition Transactions were completed. See Managements Discussion and Analysis of Financial Condition and Results of
Operations for details on these transactions. The New Sponsors Acquisition Transactions impacted many of the elements of compensation for our executive officers as described in detail below. Additionally, shortly after the closing of the New
Sponsors Acquisition Transactions, James Frownfelter, then serving as the Chief Operating Officer, resigned from the Company effective on February 22, 2008. Mr. Frownfelters position was replaced with two executive positions
Executive Vice President, Sales and Marketing, Stephen Spengler, and Senior Vice President and Chief Technical Officer, Thierry Guillemin. Several months after Mr. Frownfelters departure, on June 5, 2008, the Executive Vice President
and Chief Financial Officer, Jeffrey Freimark, left his position at the Company. Mr. Freimark was replaced by Michael McDonnell, who joined the Company in November 2008. Messrs. McGlade, McDonnell, Spector, Spengler and Guillemin, together with
Messrs. Frownfelter and Freimark, comprised the Named Executive Officers for the Company during 2008. The Companys compensation objectives and policies, together with specific information on the compensation for each of these Named Executive
Officers, are described herein.

Compensation Objectives

Our executive compensation programs for the Named Executive Officers are designed to encourage our executive officers to think and act like owners of the Company. We want our executive officers to take appropriate
risks with our capital in order to generate returns for our shareholders, but at the same time to share



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the downside risk if risk-taking decisions cause poor performance or an operating loss. Through our performance management and rewards processes and
programs, we endeavor to create an environment that fosters and rewards increasing enterprise value.

We foster an attitude of shared
risk-taking between our executive officers and our shareholders by providing a portion of our executive officers incentive compensation through performance-based compensation. We emphasize at risk pay tied to performance as a
significant portion of total compensation potential. We evaluate and reward our executive officers based on the Companys performance against financial metrics as well as on the individual executives performance on strategic goals set in
four perspectives: financial; customers; internal processes; and people, tools and infrastructure.

Our Compensation Committee reviews all
of the compensation policies covering Named Executive Officers and approves all compensation for the Named Executive Officers with employment agreements, as described below.

Compensation Policy

We believe that in order to achieve our objectives, our executive
compensation programs must be competitive, reward good results and provide incentives for future performance that sustain and enhance long-term shareholder value. Our overall compensation philosophy is one based upon shared risk. The level of risk
associated with total compensation varies based upon the level of the executive officer.

Our performance-driven compensation policy
consists of the following three components:



| |  |  | base salary;
| | - |  | ------------



| |  |  | short-term incentive awards (in the form of annual cash bonuses); and
| | - |  | ---------------------------------------------------------------------



| |  |  | long-term incentive awards (in the form of restricted shares and SCAs).
| | - |  | -----------------------------------------------------------------------

We use short-term compensation (base salaries and annual cash bonuses) to provide competitive levels of cash compensation for our executive officers and
to focus them on our annual goals and objectives. We use long-term compensation (restricted shares and SCAs) to achieve our goal of driving long-term growth in share value. This long-term compensation element is designed to emphasize the performance
measures our executive officers need to address in order to deliver shareholder value. The existing restricted shares and SCAs awarded to our Named Executive Officers have been subject to a variety of time vesting and performance vesting
requirements. The performance vesting requirements were previously aligned with the returns obtained by our Former Sponsors on their cash equity investment in Intelsat Holdings. A significant portion of previously awarded restricted shares and SCAs
were vested and cashed out in connection with the completion of the New Sponsors Acquisition Transactions in February of 2008. We are currently designing new long-term compensation programs for our executives as a result of the change in ownership
of the Company. In the future, we may award to Named Executive Officers restricted shares and SCAs which have different vesting requirements tied to other performance measures.

We carefully determine the percentage mix of compensation components we think is appropriate for each of our Named Executive Officers. This is not a
mechanical process and we use our judgment and experience to determine the appropriate mix of compensation for each individual. We also look at market data for comparable executive positions. The number of restricted shares and SCAs each currently
serving Named Executive Officer receives is based on the expectations we have for the individual and, over time, on such officers performance against those expectations.

Base salary may constitute a minority portion of the total compensation of our Named Executive Officers. We set salary to provide adequate cash
compensation to be competitive in the market for executive talent, but we focus on total compensation, including short-term and long-term compensation, so that our Named Executive Officers are prepared to have at risk a significant
portion of their total compensation.



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The level and terms of compensation for Messrs McGlade, McDonnell and Spector are set forth, or will be
set forth, in the terms of an employment agreement between Intelsat, Ltd. and each respective executive. The terms of compensation for Messrs. Spengler and Guillemin are governed by the general policies and plans of the Company and are not set forth
in employment agreements.

Elements of Compensation

Base Salary Base salary is used to recognize the experience, skills, knowledge and responsibilities required of the executive officers in their roles. When establishing the 2008 base salaries of the
currently serving Named Executive Officers, the Compensation Committee and management considered a number of factors, including the functional role of the position, the individuals performance, the level of the individuals
responsibility, the individuals prior experience in similar positions, competitive market data, the ability to replace the individual, the base salary of the individual at his or her prior employment and the number of well-qualified candidates
available. The salaries of the Named Executive Officers are reviewed on an annual basis, as well as at the time of promotion or other changes in responsibilities.

Annual Cash Bonuses We maintain a Bonus Plan, which was adopted by the board of directors of Intelsat Holdings in March 2006. The Bonus Plan provides that certain of our and our subsidiaries
employees, including executive officers, may be awarded cash bonuses based on the attainment of specific performance goals and business criteria established by our board of directors for participants in the Bonus Plan. These goals and criteria for
the 2008 fiscal year included certain revenue, backlog, adjusted operating expense and adjusted EBITDA targets, all as defined by the Compensation Committee. For the 2009 fiscal year, the goals and criteria also include certain revenue, backlog,
adjusted operating expense and adjusted EBITDA targets, as defined by the Compensation Committee.

Annual cash bonuses are short-term
incentive awards intended to reward individual performance for the prior fiscal year and will, therefore, vary from year to year. These bonuses are determined on a discretionary basis. Our Compensation Committee, in consultation with our executive
officers, establishes performance targets which determine bonus eligibility for our executive officers. The Compensation Committee also has discretion to award additional bonuses to our executive officers up to specified percentages of annual base
salary. Bonus targets are determined based upon the executives level in the Company as well as by a total cash compensation market comparison. Awards for the subject year are determined based upon completion of the audited consolidated
financial statements for that year.

The employment agreements for Messrs. McGlade and Spector and the offer letter for Mr. McDonnell
specify that their annual target bonus percentages are 100%, 65% and 65%, respectively, of the executives annual base salary. These bonus amounts are paid in the event of the Companys achievement of pre-established metrics at the target
level. The Compensation Committee also has discretion, in the event of significant outperformance of target objective criteria, to award additional bonuses. The Compensation Committee has established two additional levels of performance, tied to
objective criteria at two tiers above the target levels, at which Messrs. McGlade, McDonnell and Spector may achieve additional bonuses. At the first tier of stretch performance, Messrs. McGlade, McDonnell and Spector may each receive an additional
bonus of up to 50% of such Named Executive Officers annual base salary. At the second tier of stretch performance, Mr. McGlade may achieve an additional bonus of up to another 50% of his annual base salary and Messrs. McDonnell and
Spector may each achieve an additional bonus of up to another 15% of such Named Executive Officers annual base salary. In the case of Messrs. Spengler and Guillemin, their target bonus percentages have been established pursuant to the terms of
the Bonus Plan at 60% and 45%, respectively, of the executives annual base salary. In the event that the corporate performance achieves the first tier of stretch performance and based upon each executives individual performance, Messrs.
Spengler and Guillemin each has the ability to obtain a maximum additional bonus in the amounts of 40.8% and 30.6%, respectively, of annual base salary.



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Each of the target goals and criteria for bonuses referred to above is based on thorough discussion
between the Compensation Committee and management as to budgets and projections for the relevant fiscal year. Great care is taken to ensure that the targets are difficult to achieve but achievable, thereby ensuring that the Named Executive Officers
and other management are appropriately incentivized to perform at the highest levels.

Long-Term Incentive Awards

Shares and SCAs At the senior executive level, we have sought to weight our compensation programs to ownership of common shares. We
believe that share ownership by our Named Executive Officers enhances our ability to deliver superior shareholder returns by increasing the alignment between the interests of our employees and our shareholders. The goal of Intelsat Holdings
2005 Share Incentive Plan, or the 2005 Plan, adopted on May 4, 2005, is to engage all of our serving Named Executive Officers and other key employees as partners in the Companys success and help the Company realize the maximum gain from
its strategy. We do not have a formal requirement for share ownership by any group of employees. The 2005 Plan provides for the granting of incentive share options, nonqualified share options, restricted shares, restricted share units, share
appreciation rights, phantom shares and performance awards to our and our subsidiaries and specified affiliates employees, officers and directors, including the Named Executive Officers. The Compensation Committee has exclusive authority
to select the persons to be awarded restricted shares and SCAs. At the time of each award, the Compensation Committee determines the terms of the award, including the performance period (or periods) and the performance objectives relating to the
award. Upon the closing of the New Sponsors Acquisition Transactions, a significant portion of the original grants of restricted shares and SCAs under the 2005 Plan vested and were cashed out. We are designing a new equity plan to be implemented in
2009, with new grants for each executive. The new plan will be designed to attain the same objective of aligning our executives interests with those of our shareholders. Similar care will be taken to ensure that target goals and criteria are
difficult to achieve but achievable.

In addition to grants made under the 2005 Plan, Messrs. McGlade, Freimark and Spector each purchased
for cash certain unrestricted shares of Intelsat Holdings pursuant to their respective employment agreements. These shares were sold for cash on February 4, 2008 in accordance with the BC Share Purchase Agreement.

Restricted Shares Messrs. McGlade, Spector, Spengler and Guillemin each hold restricted shares that are subject to transfer, vesting
and other restrictions as set forth in their applicable employment agreements or restricted share agreements. A portion of these restricted shares vests each month with full vesting being achieved for each executive by the end of January 2010,
subject to the executives continued employment. Certain of the shares awarded were also subject to the meeting of performance criteria based on the cumulative total return earned by the Former Sponsors over an eight-year period. These
performance criteria were all met based upon the purchase price in the BC Share Purchase Agreement and the shares vested and were cashed out at the closing of the New Sponsors Acquisition Transactions. Upon termination of employment, the Company
retains the unilateral right to repurchase vested shares at fair market value (as defined in the 2005 Plan). See the discussion of individual agreements following the Summary Compensation Table for further details regarding these restricted shares.

SCAs Prior to the termination of their employment, Messrs. Freimark and Frownfelter each held SCAs which generally
vested over a period of sixty months in installments. These SCAs were also subject to forfeiture and other restrictions as set forth in the executives respective employment agreements. The vesting of the SCAs was to accelerate upon certain
changes of ownership of Intelsat Holdings. Any shares held as a result of the exercise of SCAs could be repurchased by Intelsat Holdings, and any SCAs could be cancelled, at any time after termination of employment, with payment to be made in the
case of repurchases according to the terms of the executives employment agreement or grant. In order to receive any shares pursuant to the exercise of SCAs, the executive had to be or become a party to the Shareholders Agreement, dated
January 28, 2005, by and among Intelsat Holdings and certain of its shareholders, as amended. See the discussion of individual employment agreements following the Summary Compensation Table for further details regarding these SCAs.



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Other Elements Other elements of our executive compensation program include certain
severance arrangements and perquisites, all of which are more fully described in those parts of this Item 11 which follow this Compensation Discussion and Analysis. Our philosophy with respect to these items is to maintain competitive overall
compensation programs. Executive officers also participate in our other benefit plans on the same terms as other employees. These plans include a 401(k) plan, and medical, dental, disability and life insurance. Additionally, for employees hired
prior to July 19, 2001, the Company maintains a defined benefit pension plan. Of the Named Executive Officers, only Mr. Guillemin is eligible to participate in the pension plan. Relocation benefits are reimbursed but are individually
negotiated.

Competitive Market Review

During 2008, the Compensation Committee conducted a review of our executive compensation program. The objectives of the review included:



| |  |  | determine relative market competitiveness of our executive compensation program in order to attract and retain key executive talent; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide information for decision-making related to executive base salary levels, annual cash bonus targets and long-term incentive award levels.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------

With the assistance of an executive compensation consultant, we targeted above the median for total cash compensation
(base salary and target bonus) and long-term incentive compensation. We compared our executive officers total direct compensation levels to an industry peer group of companies and survey data, with an emphasis on peer group data. The peer
group was selected based on industry, size (determined by reviewing both revenue levels and enterprise value) and other factors such as market capitalization.

Based on this review, it was determined that all elements of our executive compensation program were reasonably competitive with market rates for comparable executive officers.

Role of Executive Officers in Setting Executive Compensation

The Compensation Committee approves the final determination of compensation for Messrs. Spector and McDonnell, and prior to the termination of their employment, Messrs. Freimark and Frownfelter, acting on
recommendation of our Chief Executive Officer, David McGlade, and in consultation with the head of our human resources department. The Compensation Committee determines the compensation of David McGlade (our Deputy Chairman and Chief Executive
Officer) acting with advice from the head of our human resources department. David McGlade plays no role in determining his own bonus. The compensation for Messrs. Spengler and Guillemin is set by Mr. McGlade in consultation with the head of
our human resources department.

Conclusion

Our compensation policies are designed to recruit, retain and motivate our senior executive officers, to align their interests with those of our shareholders, and to ultimately reward them for outstanding performance.



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Summary Compensation Table

The following summarizes the compensation earned during the year ended December 31, 2008 by our Named Executive Officers, who represent our Chief
Executive Officer, Chief Financial Officer, and our three other most highly compensated executive officers who were serving as executive officers on December 31, 2008. In addition, two former executives are included in the table as Named
Executive Officers: Mr. Freimark, because he served as Chief Financial Officer during a portion of 2008, and Mr. Frownfelter, whose total compensation earned for the portion of the year served would otherwise make him one of the three most
highly compensated executive officers but for the fact that he was not employed on December 31, 2008.



|                                                     |      |      |   |           |         |     |          |   |         |             |   |   |            |     |   |                                        |            |      |                                                            |         |           |                          |   |   |          |      |   |           |         |      |   |           |           
|---------------------------------------------------- | ---- | ---- | - | --------- | ------- | --- | -------- | - | ------- | ----------- | - | - | ---------- | --- | - | -------------------------------------- | ---------- | ---- | ---------------------------------------------------------- | ------- | --------- | ------------------------ | - | - | -------- | ---- | - | --------- | ------- | ---- | - | --------- | ----------
|Name and Principal Position                          |      | Year |   | Salary($) |         |     | Bonus($) |   |         | StockAwards |   |   | SCAAwards  |     |   | Non-EquityIncentivePlanCompensation($) |            |      | Changein PensionValue andNon-QualifiedDeferredCompensation |         |           | All OtherCompensation($) |   |   | Total($)
|David McGlade                                        |      | 2008 |   | $         | 978,538 | (1) |          | $ |        |             |   | $ | 81,102,722 | (9) |   | $                                      |           |      |                                                            | $       | 2,000,000 | (11)                     |   | $ |         |      |   | $         | 52,929  | (13) |   | $         | 84,134,189
|Deputy Chairman and                                  |      | 2007 |   | $         | 808,615 |     |          | $ |        |             |   | $ |           |     |   | $                                      |           |      |                                                            | $       | 1,221,000 |                          |   | $ |         |      |   | $         | 58,095  |      |   | $         | 2,087,710 
|Chief Executive Officer                              |      | 2006 |   | $         | 774,538 |     |          | $ |        |             |   | $ |           |     |   | $                                      |           |      |                                                            | $       | 1,168,500 |                          |   | $ |         |      |   | $         | 83,649  |      |   | $         | 2,026,687 
|                                                     |      |      |   |           |         |     |          |   |        
|Michael McDonnell                                    |      | 2008 |   | $         | 69,327  | (2) |          | $ | 100,000 | (8)         |   | $ |           |     |   | $                                      |           |      |                                                            | $       | 167,375   | (11)                     |   | $ |         |      |   | $         | 7,349   | (14) |   | $         | 344,051   
|Executive Vice President and Chief Financial Officer |      |      |   |           |         |     |          |   |         |             |   |   |            |     |   |                                        |            |      |                                                            |         |           |                          |   |   |          |      |   |           |         |      |   |           |           
|                                                     |      |      |   |           |         |     |          |   |        
|Phillip Spector                                      |      | 2008 |   | $         | 512,115 | (3) |          | $ |        |             |   | $ | 35,832,770 | (9) |   | $                                      |           |      |                                                            | $       | 669,500   | (11)                     |   | $ |         |      |   | $         | 55,698  | (15) |   | $         | 37,070,083
|Executive Vice                                       |      | 2007 |   | $         | 486,769 |     |          | $ |        |             |   | $ |           |     |   | $                                      |           |      |                                                            | $       | 563,500   |                          |   | $ |         |      |   | $         | 51,285  |      |   | $         | 1,101,554 
|President, Business                                  |      | 2006 |   | $         | 466,077 |     |          | $ |        |             |   | $ |           |     |   | $                                      |           |      |                                                            | $       | 539,350   |                          |   | $ |         |      |   | $         | 40,483  |      |   | $         | 1,045,910 
|Development and General Counsel                      |      |      |   |           |         |     |          |   |         |             |   |   |            |     |   |                                        |            |      |                                                            |         |           |                          |   |   |          |      |   |           |         |      |   |           |           
|                                                     |      |      |   |           |         |     |          |   |        
|Stephen Spengler                                     |      | 2008 |   | $         | 326,269 | (4) |          | $ |        |             |   | $ | 6,838,129  | (9) |   | $                                      |           |      |                                                            | $       | 311,148   | (11)                     |   | $ |         |      |   | $         | 37,757  | (16) |   | $         | 7,513,303 
|Executive Vice President, Sales and Marketing        |      |      |   |           |         |     |          |   |         |             |   |   |            |     |   |                                        |            |      |                                                            |         |           |                          |   |   |          |      |   |           |         |      |   |           |           
|                                                     |      |      |   |           |         |     |          |   |         |             |   |   |            |     |   |                                        |            |      |                                                            |         |           |                          |   |   |          |      |   |           |         |      |   |          
|                                                     |      |      |   |           |         |     |          |   |         |             |   |   |            |     |   |                                        |            |      |                                                            |         |           |                          |   |   |          |      |   |           |         |      |   |          
|                                                     |      |      |   |           |         |     |          |   |        
|Thierry Guillemin                                    |      | 2008 |   | $         | 269,558 | (5) |          | $ |        |             |   | $ | 1,282,129  | (9) |   | $                                      |           |      |                                                            | $       | 191,565   | (11)                     |   | $ | 32,804   | (12) |   | $         | 21,399  | (17) |   | $         | 1,797,455 
|Senior Vice President and Chief Technical Officer    |      |      |   |           |         |     |          |   |         |             |   |   |            |     |   |                                        |            |      |                                                            |         |           |                          |   |   |          |      |   |           |         |      |   |           |           
|                                                     |      |      |   |           |         |     |          |   |        
|Jeffrey Freimark                                     |      | 2008 |   | $         | 251,273 | (6) |          | $ |        |             |   | $ |           |     |   | $                                      | 12,344,040 | (10) |                                                            | $       |          |                          |   | $ |         |      |   | $         | 577,187 | (18) |   | $         | 13,172,500
|Former Executive                                     |      | 2007 |   | $         | 545,308 |     |          | $ |        |             |   | $ |           |     |   | $                                      |           |      |                                                            | $       | 535,275   |                          |   | $ |         |      |   | $         | 50,404  |      |   | $         | 1,130,987 
|Vice President and                                   |      | 2006 |   | $         | 397,788 |     |          | $ |        |             |   | $ |           |     |   | $                                      |           |      |                                                            | $       | 396,704   |                          |   | $ |         |      |   | $         | 781,944 |      |   | $         | 1,576,436 
|Chief Financial Officer                              |      |      |   |           |         |     |          |   |         |             |   |   |            |     |   |                                        |            |      |                                                            |         |           |                          |   |   |          |      |   |           |         |      |   |           |           
|                                                     |      |      |   |           |         |     |          |   |        
|James Frownfelter                                    |      | 2008 |   | $         | 238,742 | (7) |          | $ |        |             |   | $ |           |     |   | $                                      | 12,908,578 | (10) |                                                            | $       |          |                          |   | $ |         |      |   | $         | 95,739  | (19) |   | $         | 13,243,059
|Former Chief Operating Officer                       |      | 2007 |   | $         | 615,923 |     |          | $ |        |             |   | $ |           |     |   | $                                      |           |      |                                                            | $       | 822,938   |                          |   | $ |         |      |   | $         | 56,539  |      |   | $         | 1,495,400 
|                                                     | 2006 |      | $ | 299,424   |         |     | $        |  |         |             | $ |  |            |     | $ |                                       |            |      | $                                                          | 760,545 |           |                          | $ |  |          |      | $ | 4,427,145 |         |      | $ | 5,487,114



|(1) | Mr. McGlade has an employment agreement that provided for an annual salary of $814,000 from February 19, 2007 through February 3, 2008. Effective from
February 4, 2008 through February 15, 2009, Mr. McGlades annual salary was $1,000,000. Effective February 16, 2009, Mr. McGlades annual salary is $1,020,000.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mr. McDonnell has an offer letter that provided for an annual salary of $515,000 from his employment date on November 3, 2008 through February 15, 2009. Effective
February 16, 2009, Mr. McDonnells annual salary is $527,875.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr. Spector has an employment agreement that provided for an annual salary of $490,000 from February 19, 2007 through February 3, 2008. Effective from
February 4, 2008 through February 15, 2009, Mr. Spectors annual salary was $515,000. Effective February 16, 2009, Mr. Spectors annual salary is $527,875.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Mr. Spenglers annual salary was $278,250 until his promotion on February 18, 2008. Effective from February 18, 2008 through February 15, 2009,
Mr. Spenglers annual salary was $335,000. Effective February 16, 2009, Mr. Spenglers annual salary is $350,000.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Mr. Guillemins annual salary was $239,630 until his promotion on February 18, 2008. Effective from February 18, 2008 through February 15, 2009,
Mr. Guillemins annual salary was $275,000. Effective February 16, 2009, Mr. Guillemins annual salary is $295,625.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Prior to his termination of employment, Mr. Freimarks employment agreement provided for an annual salary of $549,000. Mr. Freimark resigned from the Company
effective as of June 5, 2008.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Prior to his termination of employment, Mr. Frownfelters employment agreement provided for an annual salary of $627,000. Mr. Frownfelter resigned from the Company
effective as of February 22, 2008.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Mr. McDonnell received a signing bonus upon the commencement of his employment with the Company.
|--- | ------------------------------------------------------------------------------------------------

|(9) | Messrs. McGlade, Spector, Spengler and Guillemin each received payments with respect to restricted share awards granted in 2005 as a result of the closing of the New Sponsors
Acquisition Transactions, which occurred in 2008. The cash payments received were $81,191,359, $35,871,919, $6,847,952, and $1,283,971, respectively. The amounts set forth in the table are the 2008 total SFAS No. 123R expense recorded with
respect to these grants.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(10) | Messrs. Freimark and Frownfelter each received payments with respect to SCA awards granted in 2006 as a result of the closing of the New Sponsors Acquisition Transactions, which
occurred in 2008. No grant date value was previously recorded for these awards under SFAS No. 123R. The amount for Mr. Freimark also includes an expense of $2,976,056 related to the cash out of SCAs which vested upon
Mr. Freimarks resignation. Mr. Freimark will receive an aggregate amount of $3,406,539, which is payable in five equal installments on June 5 and December 5, 2008, June 5 and December 5, 2009 and June 5,
2010.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Payments for 2008 were based on performance criteria established at the beginning of 2008 in accordance with the Bonus Plan described above. We met 100% of the performance criteria,
plus stretch targets established as part of the Bonus Plan for the fiscal year ended December 31, 2008. As a result of meeting the stretch targets, performance payments were made in accordance with the stretch bonus criteria. Based upon 2008
performance, the second tier stretch targets applicable to Messrs. McGlade, McDonnell and Spector were also deemed to have been met. Payments were approved by the Compensation Committee and paid in March 2009.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Mr. Guillemin participated in the Companys Pension Plan and Restoration Plan, as described below in the Pension Benefits section of this Item 11. This amount
reflects the change in the actuarial present value of his accrued benefit over the 12 month period from December 31, 2007 through December 31, 2008, using a discount rate of 6.27% for both years, and using an assumed retirement date of
November 1, 2019 (age 60). No other Named Executive Officer participates in the Pension Plan or the Restoration Plan.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | This amount includes an auto/financial planning/club dues allowance of $20,000 and benefits paid for by the Company, including $6,277 for executive life insurance and personal
excess liability insurance, $1,382 for a physical examination, and $25,300 in contributions to Mr. McGlades 401(k) plan account.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | This amount includes an auto/financial planning/club dues allowance of $2,692 and benefits paid for by the Company, including $225 for executive life insurance and personal excess
liability insurance, $111 for long term disability insurance, and $4,321 in contributions to Mr. McDonnells 401(k) plan account.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | This amount includes an auto/financial planning/club dues allowance of $20,000 and benefits paid for by the Company, including $9,074 for executive life insurance and personal
excess liability insurance, $1,324 for a physical examination, and $25,300 in contributions to Mr. Spectors 401(k) plan account.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | This amount includes an auto allowance of $6,000, and benefits paid for by the Company, including $3,468 for executive life insurance and personal excess liability insurance, $2,989
for a physical examination and $25,300 in contributions to Mr. Spenglers 401(k) account.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) | This amount includes an auto allowance of $6,000, and benefits paid for by the Company, including $3,019 for executive life insurance and personal excess liability insurance, $880
for long term disability insurance and $11,500 in contributions to Mr. Guillemins 401(k) account.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(18) | This amount includes $528,413 in severance benefits to be paid to Mr. Freimark as a result of his termination in 12 equal monthly installments commencing in June of 2008. As of
December 31, 2008, $377,437 remains payable. This amount also includes an auto/financial planning/club dues allowance of $9,231, and benefits paid for by the Company, including $2,431 for executive life insurance and personal excess liability
insurance, $5,074 for legal fees, and $13,400 in contributions to Mr. Freimarks 401(k) plan account. This amount also includes $18,638 paid upon Mr. Freimarks termination of employment for accrued but unused vacation.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(19) | This amount includes an auto/financial planning/club dues allowance of $3,846, and benefits paid for by the Company, including $436 for executive life insurance and personal excess
liability insurance, $111 for long term disability insurance, and $19,000 in contributions to Mr. Frownfelters 401(k) plan account. This amount also includes $72,346 paid upon Mr. Frownfelters termination of employment for
accrued but unused vacation.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Employment and Other Agreements

As of the closing of the 2005 Acquisition Transactions, Mr. McGlade entered into an employment agreement with Intelsat Holdings and/or one of its
affiliates (the 2005 McGlade Agreement). In addition, Mr. Spector entered into an employment agreement dated as of January 31, 2005 with Intelsat Holdings and Intelsat, Ltd. (the 2005 Spector Agreement). On
March 16, 2006, Intelsat Holdings and Intelsat, Ltd. entered into an employment agreement with Mr. Freimark. On May 18, 2006, Intelsat Holdings and Intelsat Corporation entered into an employment agreement with Mr. Frownfelter.

Subsequent to the closing of the New Sponsors Acquisition Transactions, Messrs. Freimark and Frownfelter both separated from employment
with the Company. Mr. McGlade entered into a new employment agreement with Intelsat Global, Ltd. and Intelsat, Ltd. on December 29, 2008, effective as of February 4, 2008 (the 2008 McGlade Agreement). Mr. McDonnell
was hired pursuant to an offer letter (the McDonnell Offer Letter), the terms of which provided for an employment agreement that has not yet been executed. It is also expected that Intelsat Global and Intelsat Ltd. will enter into a new
employment agreement with Mr. Spector in the future.

Pursuant to the employment agreements and offer letter described above,
Mr. McGlade serves as Deputy Chairman of the Board of Directors and Chief Executive Officer and Mr. Spector serves as Executive Vice President and General Counsel for Intelsat, Ltd. Mr. McDonnell began employment with Intelsat, Ltd.
effective as of November 3, 2008 and, as of November 17, 2008, began serving as Executive Vice President and Chief Financial Officer.

Messrs. Spengler and Guillemin are not party to employment agreements with the Company, however, the Company does have certain severance and other obligations to them pursuant to Company policies and each has a Restricted Share Agreement
governing the terms of his restricted share awards.



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Details of the agreements in place for 2008 for each of the Named Executive Officers appear below.

Employment Agreements with Messrs. McGlade and Spector

2005 McGlade Agreement and 2005 Spector Agreement

The 2005 McGlade Agreement governed Mr. McGlades employment for part of the year and continues to govern his equity compensation arrangements, and the 2005 Spector Agreement continues to apply to
Mr. Spectors employment. Each of these agreements has an initial term of one year, which will renew automatically for successive one-year periods unless a notice not to renew is provided by either party to the agreement. The employment
agreements provide that each of the executives will be paid an annual base salary during the term, which will be reviewed for increase no less frequently than annually. The amount of the annual base salaries for Messrs. McGlade and Spector is
currently $1,020,000 and $527,875, respectively. The employment agreements also provide that each of Messrs. McGlade and Spector will be eligible for an annual discretionary bonus with a maximum payment of 100% and 65%, respectively, of each
executives respective annual base salary, based on meeting pre-established performance targets. The Compensation Committee, in its sole discretion, may award an additional bonus to each executive of up to 50% of his annual base salary in the
event of significant performance beyond pre-established performance targets. During the employment term, Messrs. McGlade and Spector are generally eligible to participate in our employee benefit plans and programs and will receive certain
perquisites, as described in their respective employment agreements and the Summary Compensation Table set forth herein.

Under the
employment agreements, each of Messrs. McGlade and Spector received a grant of ordinary shares of Intelsat Holdings equal to approximately 1.8333% and .81%, respectively, of the outstanding ordinary shares of Intelsat Holdings, as of the closing of
the 2005 Acquisition Transactions. The employment agreements provide that 40.9% of such shares vest over sixty months in equal monthly installments, with such installments having commenced on February 28, 2005, subject to each executives
continued employment through each applicable vesting date. The vesting of these shares was to accelerate in the event that the Former Sponsors (or other private equity investors) ceased to own 40% of Intelsat Holdings. An additional 40.9% of the
shares granted to the executives was to vest if and when the Former Sponsors received a cumulative total return (as defined in the employment agreements) between 2.5 and 3 times the amount invested by the Former Sponsors collectively
during the period over which the cumulative total return was measured, if any, subject to each executives continued employment through the applicable vesting date. The remainder of the shares was to vest (less any such percent of shares that
had already vested) if and when the Former Sponsors received a cumulative total return between 4 and 4.5 times the amount invested by the Former Sponsors, if any, subject to each executives continued employment through the applicable vesting
date. If the cumulative total return goals had not been achieved by the eighth anniversary of closing, the performance shares were to be forfeited. The closing of the New Sponsors Acquisition Transactions resulted in a cumulative total return to the
Former Sponsors in excess of 4.5 times the amount invested and, as a result, Messrs. McGlade and Spector vested in and were cashed out of all of these performance shares.

Except as described below, if an executives employment is terminated by his applicable employer without cause (or if we provide a notice of non-renewal) or if he resigns for good reason, subject to his continued
compliance with the restrictive covenants described below, the executive will be paid an amount equal to the sum of his annual base salary and maximum bonus amount. In the event that the executives employment is terminated by his applicable
employer without cause or by the executive for good reason within six months after a change of control (as defined in the applicable employment agreement), the annual bonus severance component will be the higher of the maximum bonus
amount or the executives annual bonus for the immediately preceding year.

In addition, upon a termination of the executives
employment by his employer without cause (or if we provide a notice of non-renewal) or if he resigns for good reason, the time vesting restricted shares will be forfeited unless such termination is within six months following a change of control, in
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in full. Any restricted shares that were to vest based on performance goals would remain outstanding for 180 days and, if the performance goals were not then
met, the shares would be forfeited unless the termination was within six months following certain corporate transactions with entities specified in the agreement, in which case the executive would have the opportunity to earn a portion of his
performance shares pro rated through the executives date of termination. We may repurchase vested shares following termination of employment in these circumstances at fair market value (as defined in the 2005 Plan).

Upon termination due to death or disability, the time vesting restricted shares which are not vested shall vest as of the date of termination of
employment. Any restricted shares that were to vest based on performance goals would remain outstanding until the eighth anniversary of closing or until the performance goals were met, whichever was to occur sooner, and if the performance goals were
met, the executive would have the opportunity to earn a portion of his performance shares pro rated through his date of termination. If the performance goals were not then met, the shares would be forfeited. We may repurchase vested shares following
termination of employment in these circumstances at fair market value.

Also, upon termination by the applicable employer with cause or by
the executive without good reason, all unvested restricted shares shall be forfeited and, in the case of termination for cause, any vested restricted shares shall be cancelled with no payment due to the executive; also, we may repurchase purchased
shares for the lesser of the fair market value or the amount paid for such shares (reduced in each case by the value of dividends, distributions or dividend equivalents previously paid to the executive). In the case of a voluntary resignation, we
may repurchase vested shares for the lesser of the fair market value of the share at termination of employment or the amount paid for such shares (reduced in each case by the value of dividends, distributions or dividend equivalents previously paid
to the executive).

Each of the employment agreements contains restrictive covenants providing that the executives will not disclose or
otherwise use any confidential information concerning us or our businesses and, for a one-year period following termination of employment, will not compete with us and our affiliates and will not solicit our customers or employees.

2008 McGlade Agreement

On
December 29, 2008, Mr. McGlade entered into a new employment agreement with Intelsat Global and Intelsat, Ltd., to be effective as of February 4, 2008. The 2008 McGlade Agreement provides for Mr. McGlades continued
employment as Chief Executive Officer of each of Intelsat Global and the Company, his continued service as a member of the board of directors of each of Intelsat Global and the Company, and his nomination for reelection as a member of the board of
directors of each of Intelsat Global and the Company at the expiration of the then current term. The Agreement supersedes the terms and conditions of the 2005 McGlade Agreement except with respect to those certain provisions of the 2005 McGlade
Agreement that relate to equity compensation arrangements.

The 2008 McGlade Agreement has a term of one year and renews automatically for
successive one year periods, unless earlier terminated. The 2008 McGlade Agreement provides that Mr. McGlade will be paid an annual base salary of $1,000,000 during the term, which will be reviewed for increase no less frequently than annually.
The 2008 McGlade Agreement also provides that Mr. McGlade will be eligible for (i) a basic annual bonus of 100% of his annual base salary, based on meeting pre-established performance criteria, and (ii) two additional annual bonuses,
the stretch bonus and super stretch bonus, each of 50% of his annual base salary and each based on meeting incrementally more difficult to achieve pre-established performance criteria. In exchange for Mr. McGlades
waiver of any relocation reimbursement commitments set forth in the 2005 McGlade Agreement, the Company has paid Mr. McGlade consideration in the amount of $300,000. During the employment term, Mr. McGlade will be eligible to participate
in the Companys employee benefit plans and programs, including certain retiree medical benefits for the respective lifetimes of Mr. McGlade and his spouse under the Intelsat Group Welfare Benefits Plan, and will receive certain
perquisites set forth in the 2008 McGlade Agreement and quantified in the Summary Compensation Table set forth above.



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If Mr. McGlades employment is terminated without cause or if he resigns for good reason (in
either case as defined in the 2008 McGlade Agreement) on or after January 1, 2009, subject to his timely execution and non-revocation of a waiver and release of claims and his continued compliance with the 2008 McGlade Agreement, and except as
otherwise required by law or by the terms of the Companys benefit plans (excluding severance plans), he will be paid severance in an amount equal to 150% of the sum of (i) his annual base salary plus (ii) the basic annual bonus and
the stretch annual bonus (as in effect on the date of such termination of employment) (the Target Bonus), which severance amount shall be payable on the sixtieth day after such termination of employment. In addition, in connection
with a termination of his employment without cause or for good reason, and in the event of a termination of his employment by reason of his death or disability, Mr. McGlade will be paid any earned but unpaid compensation and a pro-rata Target
Bonus for the year of his termination of employment based on actual results and the portion of the fiscal year Mr. McGlade was employed by the Company through the effective date of such termination of employment, payable in the calendar year
following such termination of employment at such time bonuses are paid to the Companys other senior executives. The 2008 McGlade Agreement defines good reason to include any of (i) a material diminution of Mr. McGlades title,
position or responsibilities, (ii) a material breach by the Company of any terms of the 2008 McGlade Agreement; (iii) a reduction of Mr. McGlades base salary or bonus potential, and (iv) under certain specified conditions,
relocation or a requirement to work from a location other than the principal place of employment.

In the event that excise tax under
Section 4999 of the Internal Revenue Code of 1986, as amended (the Code) will be imposed on any compensation or benefits received by Mr. McGlade, then, if (i) no shares of the Company are readily tradable on an
established securities market or otherwise and (ii) the shareholders that controlled more than 75% of the voting power of the Company entitled to vote on February 4, 2008 no longer hold 75% of such voting power at the time such excise tax
would be imposed, the Company shall pay Mr. McGlade an additional payment (the Partial Gross-Up Payment) equal to the amount of the excise tax that will be imposed on such compensation or benefits; provided, that such Partial
Gross-Up Payment will not include any additional payments for any federal, state or local income taxes imposed on such compensation or benefits or on the Partial Gross-Up Payment, including any excise tax imposed on the Partial Gross-Up Payment. In
the event that excise tax under Section 4999 of the Code will be imposed on any compensation or benefits received by Mr. McGlade and the Companys shares are readily tradable on an established securities market or otherwise at such
time, then the Company shall pay Mr. McGlade an additional payment such that he will be placed in the same after-tax position that he would have been in had no excise tax been imposed.

The 2008 McGlade Agreement also provides that, during Mr. McGlades employment with the Company and for one year after termination of his
employment, whether voluntary or involuntary, he will not compete with the Company or its affiliates or hire or attempt to hire any person who is or was, during the year prior to the termination of his employment, an employee of the Company.

Amendment to 2005 Spector Agreement

Also on December 29, 2008, the Company and Intelsat Global entered into a Fourth Amendment and Acknowledgment (the Amendment) with Mr. Spector, to amend the 2005 Spector Agreement. The
Amendment reflects certain changes in response to Section 409A of the Code and the Treasury regulations and other guidance promulgated thereunder and provides that any severance benefits payable to Mr. Spector will be paid in a lump sum on
the sixtieth day following the date of his termination of employment without cause or for good reason (in either case as defined in Mr. Spectors employment agreement).

McDonnell Offer Letter

On
October 6, 2008, the Companys board of directors approved an offer of employment which was accepted by Mr. McDonnell and which has governed the terms of his employment pending the execution of an employment agreement. The McDonnell
Offer Letter included a term sheet relating to an employment agreement



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the Company and Intelsat Global expect to enter into with Mr. McDonnell in the future. The term sheet provides that Mr. McDonnell will be paid an
annual base salary of $515,000 during the term of his employment, subject to annual review commencing in 2009. The term sheet also provides that Mr. McDonnell will be eligible for an annual discretionary basic bonus with a target payment of 65%
of his annual base salary, subject to the satisfaction of objective performance criteria, together with additional annual stretch and super stretch bonuses with target payments of up to 50% and 15%, respectively, of Mr. McDonnells annual
base salary, again subject to the satisfaction of certain objective performance criteria. The term sheet further provides that Mr. McDonnell will be paid a sign-on bonus of $100,000 as soon as practicable following the first day of his
employment with the Company. During the employment term, Mr. McDonnell is also expected to be generally eligible to participate in the Companys and Intelsat Globals employee benefit plans and programs and to receive certain
perquisites to be set forth in his employment agreement. The perquisites received by Mr. McDonnell during 2008 are reflected in the Summary Compensation Table set forth above.

The McDonnell Offer Letter also states that his employment agreement will contain provisions related to the term of the agreement, certain severance
payments and benefits and certain other items that will not be less favorable than those contained in employment agreements the Company previously entered into or intended to negotiate and enter into with certain of its executives. The McDonnell
Offer Letter further provides that if Mr. McDonnells employment is terminated by the Company without cause (as defined in the employment agreement of one of his predecessors as Chief Financial Officer of the Company, Mr. Jeffrey
Freimark, until such time as the Company enters into an employment agreement with Mr. McDonnell) or if he resigns for good reason, he will be paid an amount equal to twice the sum of his annual base salary and target bonus amount, such amount
being subject to a specified reduction for each month of his service. The McDonnell Offer Letter also provides that Mr. McDonnell will receive a grant of equity in Intelsat Global pursuant to an equity compensation plan that is being finalized.
The McDonnell Offer Letter specifies that in the event that the Company does not present Mr. McDonnell with an employment agreement consistent with the terms of the offer letter on or prior to April 10, 2009, Mr. McDonnell will have a
30-day period during which he may resign his employment with the Company in exchange for a payment equal to 1.5 times the sum of his annual base salary and target bonus amount.

Restricted Share Agreements and Other Employment Arrangements with Messrs. Spengler and Guillemin

Messrs. Spengler and Guillemin do not have employment agreements with Intelsat, but both received restricted share awards pursuant to separate grant
agreements under the 2005 Plan. Under their restricted share agreements, each of Messrs. Spengler and Guillemin received a grant of ordinary shares of Intelsat Holdings equal to approximately .16% and .03%, respectively, of the outstanding ordinary
shares of Intelsat Holdings, as of the closing of the 2005 Acquisition Transactions. The agreements provide that 50% of such shares vest over sixty months with 7/60ths vesting on August 1, 2005 and then in equal monthly installments thereafter
commencing with September 1, 2005, subject to each executives continued employment through each applicable vesting date. An additional 50% of the shares granted to the executives were to vest if and when the Former Sponsors received a
cumulative total return (as defined in the restricted share agreements) between 2.5 and 3 times the amount invested by the Former Sponsors collectively prior to the eighth anniversary of the closing of the 2005 Acquisition Transactions,
subject to each executives continued employment through the applicable vesting date. If the cumulative total return goals had not been achieved by the eighth anniversary of closing, the performance shares were to be forfeited. The closing of
the New Sponsors Acquisition Transactions resulted in a cumulative total return to the Former Sponsors in excess of 3 times the amount invested and, as a result, Messrs. Spengler and Guillemin vested in and were cashed out of all of these
performance shares.

The restricted share agreements provide for transfer restrictions, and further provide that recipients of awards who
terminate employment with Intelsat Holdings or its subsidiaries will forfeit unvested shares awarded, except that performance shares will remain outstanding for 180 days and will vest if performance vesting criteria are met within 180 days following
termination without cause. Additionally, the restricted share agreements have certain repurchase features which provide that if an employee is terminated without cause or upon death or



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disability, Intelsat Holdings has the right for two years to repurchase any vested shares at fair value as determined on the termination date. In the event
an employee resigns, Intelsat Holdings repurchase right for vested shares is at the lesser of fair value on the resignation date and the fair value at the effective date of grant (which was $2.15 per share).

Under the terms of the Companys severance plans and agreements, in the event their employment is involuntarily terminated without cause, Messrs.
Spengler and Guillemin are entitled to a severance benefit equal to nine months salary and eight months salary, respectively, with health benefit continuation for the severance period and executive outplacement services. The severance
benefits are contingent upon the executive signing a standard release of claims and a non-compete, non-solicitation and non-disparagement agreement. Cause is defined as willful misconduct or negligence in the performance of duties.

Former Employment Agreement with Mr. Freimark

Mr. Freimarks agreement had an initial term of one year, which was renewable automatically for successive one-year periods unless a notice not to renew was provided by either party. The employment agreement
provided that Mr. Freimark would be paid an annual base salary of $549,000 during the term, which would be reviewed for increase no less frequently than annually. The employment agreement also provided that Mr. Freimark was eligible for an
annual discretionary bonus with a maximum payment of 65% of his annual base salary, based on meeting pre-established performance targets. The Compensation Committee, in its sole discretion, could award Mr. Freimark an additional bonus of up to
50% of his maximum bonus in the event of significant performance beyond pre-established performance targets. During the employment term, Mr. Freimark was generally eligible to participate in our employee benefit plans and programs and to
receive certain perquisites, as described in his employment agreement and the Summary Compensation Table set forth above.

Under the
employment agreement as amended on July 3, 2006, Mr. Freimark was awarded on April 1, 2006, SCAs permitting him to purchase 77,537 Intelsat Holdings common shares. Such SCAs were to vest in equal monthly installments over sixty months
commencing on the last day of the first full month following Mr. Freimarks start date and subject to his continued employment through each applicable vesting date. Mr. Freimark received an award of an additional 7,121 SCAs on
July 3, 2006 with the same vesting provisions (5% of which were vested as of the award date). The vesting of the SCAs was to accelerate in the event that the Former Sponsors (or other private equity investors) ceased to own 40% or more of
Intelsat Holdings.

Mr. Freimarks employment terminated on June 5, 2008 and consistent with his employment agreement, and
subject to his continued compliance with the restrictive covenants described below, he is being paid an amount equal to the sum of his annual base salary and maximum bonus amount ($905,850). In addition, because this termination was within six
months of a change of control (the New Sponsors Acquisition Transactions on February 4, 2008), his unvested SCAs vested in full. Pursuant to the terms of his agreement, the Company elected to cancel his vested SCAs in exchange for a payment
equal to the fair market value of a share ($100) minus the exercise price ($25) for each such cancelled SCA. Mr. Freimark received a payment for the canceled shares in the amount of $3,406,539, payable in five equal installments.

The employment agreement also provided that, during Mr. Freimarks employment with Intelsat and for one year after his termination of
employment, he would not compete with Intelsat or hire or attempt to hire any person who is or was in the previous year an employee of Intelsat.

Former Employment Agreement with Mr. Frownfelter

Mr. Frownfelters agreement had an initial term of
one year, which was renewable automatically for successive one-year periods unless a notice not to renew was provided by either party. The employment agreement provided that Mr. Frownfelter was to be paid an annual base salary of $627,000
during the term, which would be reviewed for increase no less frequently than annually. The employment agreement also provided that Mr. Frownfelter would be eligible for an annual discretionary bonus with a maximum payment of



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87.5% of his annual base salary, based on meeting pre-established performance targets, pro rated for the partial year 2006. The Compensation Committee, in
its sole discretion, could award Mr. Frownfelter an additional bonus of up to 50% of his maximum bonus in the event of significant performance beyond pre-established performance targets. During the employment term, Mr. Frownfelter was
generally eligible to participate in our employee benefit plans and programs and was to receive certain perquisites, as described in his employment agreement and the Summary Compensation Table set forth herein.

Under the employment agreement, Mr. Frownfelter received on July 3, 2006 a grant of 109,405 SCAs, permitting him to purchase Intelsat Holdings
common shares. Such SCAs (the new SCAs) were to vest in equal monthly installments over sixty months commencing on the last day of the first full month following Mr. Frownfelters start date and subject to his continued
employment through each applicable vesting date. The vesting of these time vesting SCAs was to accelerate one year after any event that caused the Former Sponsors (or other private equity investors) to cease to own 40% or more of Intelsat Holdings.

Mr. Frownfelter also rolled over options on common stock of PanAmSat Holdco having a value of $1.5 million into SCAs to purchase
6,881 Intelsat Holdings common shares having the same aggregate in-the-money value. Such SCAs (the rollover SCAs) had the same terms and conditions (other than the number and type of shares and exercise price applicable thereto) as in
effect prior to such conversion. The rollover SCAs also entitled Mr. Frownfelter to receive dividend payments with respect to that number of Intelsat Holdings common shares having a value equivalent to the in-the-money value of his rollover
SCAs. Any such amount payable in respect of rollover SCAs that were not vested as of the date such dividend was payable were to be held in escrow until such SCAs vested.

Except as described below, if Mr. Frownfelters employment were to be terminated without cause or if he resigned for good reason (in either case as defined in the employment agreement), subject to his
continued compliance with the restrictive covenants described below, he would have been paid an amount equal to100% of the sum of his annual base salary and target annual bonus. In addition, his unvested rollover SCAs would vest, and his unvested
new SCAs would be forfeited unless such termination were within six months following a change of control (as defined in the employment agreement), in which case they would vest in full. We could repurchase at fair market value any shares held by
Mr. Frownfelter as a result of the exercise of SCAs, and we could cancel any SCAs, at any time after his termination of employment. Cancelled SCAs would be purchased for an amount equal to the fair market value of a share minus the exercise
price for each such cancelled SCA. If Mr. Frownfelters employment were terminated without cause or if he resigned for good reason within six months following a change of control (as defined in the employment agreement), his severance
amount would have been paid in twelve equal monthly installments following his date of termination and the annual bonus portion of the severance calculation described above would instead be based on the highest of his target bonus in effect at
termination, his target bonus paid in respect of the previous fiscal year or 87.5% of his base salary.

Effective as of February 22,
2008, Mr. Frownfelter voluntarily resigned his position with Intelsat Corporation. Pursuant to the terms of his agreement, all his unvested SCAs were canceled. See footnotes under the Benefits and Payments Upon Termination Table later in this
Item 11 for a description of amounts Mr. Frownfelter was entitled to receive upon his resignation.

Mr. Frownfelters
employment agreement also provided that, during his employment with Intelsat and for one year after his termination of employment, he would not compete with Intelsat or hire or attempt to hire any person who is or was in the previous year an
employee of Intelsat.

Rollover of Management Equity Holdings in the New Sponsors Acquisition Transactions

In connection with the New Sponsors Acquisition Transactions, existing Intelsat Holdings restricted shares, each an Original Restricted Share, and
existing SCAs to purchase Intelsat Holdings shares, each an Original SCA, that were fully vested as of the consummation of the New Sponsors Acquisition Transactions were acquired for cash in accordance with the BC Share Purchase Agreement. The BC
Share Purchase Agreement also



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provided for the vesting of an additional 100% of the number of SCAs otherwise vested at the time of the closing. These SCAs were also acquired for cash in
accordance with the BC Share Purchase Agreement. In addition, in connection with the New Sponsors Acquisition Transactions, the Board of Directors of Serafina Holdings approved the adoption of the Serafina Holdings 2008 Share Incentive Plan, or the
2008 Plan, and the Company will replace previously existing equity agreements with a form of Rollover Option Agreement and a form of Class A Restricted Share Agreement, the terms of which are to be substantially similar to the terms of the 2005
Plan and related grant documents pursuant to which the Original Restricted Shares and Original SCAs were awarded. These events impacted the equity holdings and compensation realized by our Named Executive Officers. Pursuant to the BC Share Purchase
Agreement, on February 4, 2008, Jeffrey Freimark received 45,420.51 options to purchase Intelsat Global shares (Rollover Options) (which were cashed out upon his termination as described above) and James Frownfelter received
91,787.48 Rollover Options (which were forfeited upon his resignation as described above) in exchange for the cancellation of their unvested Original Options. Each such Rollover Option will vest in equal monthly installments on the last day of each
calendar month with respect to 1/60 of the total number of shares originally underlying such time vesting Original Options (subject to the holders continued employment) pursuant to the terms of the 2008 Plan and the applicable Rollover Option
Agreement. In addition, on February 4, 2008, unvested Original Restricted Shares held by Messrs. McGlade, Spector, Spengler and Guillemin were contributed to Intelsat Global in exchange for the issuance of, respectively, 158,810.45 Class A
Restricted Shares of Serafina Holdings, referred to as Class A Restricted Shares, 70,165.54 Class A Restricted Shares, 16,237.41 Class A Restricted Shares, and 3,044.47 Class A Restricted Shares, in accordance with the BC Share
Purchase Agreement. Each such Class A Restricted Share will vest in equal monthly installments on the last day of each calendar month with respect to 1/60 of the total number of time vesting Original Restricted Shares (subject to the
holders continued employment) pursuant to the terms of the 2008 Plan and the applicable Class A Restricted Share Agreement. It is also expected that certain executives, including Named Executive Officers, will be awarded Class B
restricted shares of Intelsat Global in the future.

Grants of Plan-Based Awards

No grants of stock plan-based awards were made to any of our Named Executive Officers during the year ended December 31, 2008.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information concerning the number and value of any outstanding unvested restricted share awards held by the Named Executive Officers at December 31, 2008. There was no public market for Intelsat
Globals common stock as of December 31, 2008.



|                  |                                                       |                         |                                                                |  
|----------------- | ----------------------------------------------------- | ----------------------- | -------------------------------------------------------------- | -
|Name              |                                                       | Restricted Share Awards
|                  | Number of Shares orUnits of Stock That HaveNot Vested |                         | Market Value of Sharesor Units of Stock ThatHave Not Vested(1)
|David McGlade     |                                                       | 86,022                  |                                                                | 
|                  |                                                       |                        
|Michael McDonnell |                                                       |                        |                                                                | 
|                  |                                                       |                        
|Phillip Spector   |                                                       | 38,006                  |                                                                | 
|                  |                                                       |                        
|Stephen Spengler  |                                                       | 9,178                   |                                                                | 
|                  |                                                       |                        
|Thierry Guillemin |                                                       | 1,721                   |                                                                | 
|                  |                                                       |                        
|Jeffrey Freimark  |                                                       |                        |                                                                | 
|                  |                                                       |                        
|James Frownfelter |                                                       |                        |                                                                | 



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|(1) | As part of the New Sponsors Acquisition Transactions, the Intelsat Holdings unvested restricted shares held by executives were exchanged for unvested restricted shares in Intelsat
Global, which on February 4, 2008 were valued at $100 per share based on the price paid for Intelsat Holdings shares in the BC Share Purchase Agreement. There has been no valuation of Intelsat Global shares completed since the closing of the
New Sponsors Acquisition Transactions. Based on the $100 per share value, at December 31, 2008 the unvested restricted shares held by Messrs. McGlade, Spector, Spengler and Guillemin would have had an approximate value of $8,602,235,
$3,800,638, $917,771 and $172,077, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SCA Exercises and Stock Vested

The following table sets forth certain information regarding the number of restricted shares and SCAs of Intelsat Holdings issued under the 2005 Plan
that vested in 2008 and the number of Intelsat Global restricted shares and SCAs that vested in 2008, together with the corresponding amounts realized by the Named Executive Officers.



|                  |                                            |            |                                  |              |                                           |  |                                 |  |   |           
|----------------- | ------------------------------------------ | ---------- | -------------------------------- | ------------ | ----------------------------------------- |  | ------------------------------- |  | - | ----------
|Name              |                                            | SCA Awards |                                  | Stock Awards
|                  | Number of SharesAcquired onExercise (#)(1) |            | Value Realizedon Exercise ($)(2) |              | Number of SharesAcquired onVesting (#)(3) |  | Value Realized onVesting ($)(4)
|David McGlade     |                                            |            |                                  |              |                                           |  |                                 |  |   |           
|Intelsat Holdings |                                            |           |                                  |              |                                          |  | 202,823                         |  | $ | 81,191,359
|Intelsat Global   |                                            |           |                                  |              |                                          |  | 72,788                          |  |   |          
|                  |                                            |            |                                  |             
|Michael McDonnell |                                            |            |                                  |              |                                           |  |                                 |  |   |           
|Intelsat Holdings |                                            |           |                                  |              |                                          |  |                                |  |   |          
|Intelsat Global   |                                            |           |                                  |              |                                          |  |                                |  |   |          
|                  |                                            |            |                                  |             
|Phillip Spector   |                                            |            |                                  |              |                                           |  |                                 |  |   |           
|Intelsat Holdings |                                            |           |                                  |              |                                          |  | 89,611                          |  | $ | 35,871,919
|Intelsat Global   |                                            |           |                                  |              |                                          |  | 32,159                          |  |   |          
|                  |                                            |            |                                  |             
|Stephen Spengler  |                                            |            |                                  |              |                                           |  |                                 |  |   |           
|Intelsat Holdings |                                            |           |                                  |              |                                          |  | 17,107                          |  | $ | 6,847,952 
|Intelsat Global   |                                            |           |                                  |              |                                          |  | 7,060                           |  |   |          
|                  |                                            |            |                                  |             
|Thierry Guillemin |                                            |            |                                  |              |                                           |  |                                 |  |   |           
|Intelsat Holdings |                                            |           |                                  |              |                                          |  | 3,207                           |  | $ | 1,283,971 
|Intelsat Global   |                                            |           |                                  |              |                                          |  | 1,324                           |  |   |          
|                  |                                            |            |                                  |             
|Jeffrey Freimark  |                                            |            |                                  |              |                                           |  |                                 |  |   |           
|Intelsat Holdings |                                            | 62,083     |                                  | $            | 9,367,983                                 |  |                                |  |   |          
|Intelsat Global   |                                            | 45,421     |                                  | $            | 3,406,539                                 |  |                                |  |   |          
|                  |                                            |            |                                  |             
|James Frownfelter |                                            |            |                                  |              |                                           |  |                                 |  |   |           
|Intelsat Holdings |                                            | 72,524     |                                  | $            | 12,908,578                                |  |                                |  |   |          
|Intelsat Global   |                                            |           |                                  |              |                                          |  |                                |  |   |          



|(1) | The Intelsat Holdings number represents the vested SCAs which were canceled in exchange for a cash payment in conjunction with the consummation of the New Sponsors Acquisition
Transactions on February 4, 2008. Upon the closing of the New Sponsors Acquisition Transactions, the unvested outstanding Intelsat Holdings SCAs were rolled over into Intelsat Global SCAs. The Intelsat Global number represents the vested SCAs
which were canceled in exchange for installment cash payments upon the termination of Mr. Freimarks employment.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The value of Intelsat Holdings SCAs is based upon the per share price of approximately $400 set forth in the BC Share Purchase Agreement, less the exercise price of
the relevant SCAs. The value of the Intelsat Global
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | SCAs is based upon the amount paid to Mr. Freimark upon his resignation for his SCAs, at a price per share of approximately $100 less the exercise price
of $25.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The Intelsat Holdings number represents the vested restricted shares which were sold for approximately $400 per share in cash in accordance with the BC Share Purchase Agreement on
February 4, 2008. Upon the closing of the New Sponsors Acquisition Transactions, the unvested outstanding restricted Intelsat Holdings shares were rolled over into time vesting restricted shares of Intelsat Global. The Intelsat Global number
represents the vesting of Intelsat Global restricted shares held by the Named Executive Officers as of December 31, 2008.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | As part of the New Sponsors Acquisition Transactions, the Intelsat Holdings unvested restricted shares held by executives were exchanged for unvested restricted shares in Intelsat
Global, which on February 4, 2008 were valued at $100 per share based on the price paid for Intelsat Holdings shares in the BC Share Purchase Agreement. There has been no valuation of Intelsat Global shares completed since the closing of the
New Sponsors Acquisition Transactions. Based on the $100 per share value, the vested restricted shares held by Messrs. McGlade, Spector, Spengler and Guillemin as of December 31, 2008 would have had an approximate value of $7,278,810,
$3,215,916, $705,970 and $132,370, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pension Benefits

The following table sets forth the actuarial present value of accumulated benefits of our Named Executive Officers under each pension plan of the Company.
Only Mr. Guillemin is eligible to participate in the pension plans.



|                  |  |                                |  |                                        |  |                                        |         |                                        |  
|----------------- |  | ------------------------------ |  | -------------------------------------- |  | -------------------------------------- | ------- | -------------------------------------- | -
|Name              |  | Plan Name                      |  | Number of Years ofCredited Service (#) |  | Present Value ofAccumulatedBenefit ($) |         | PaymentsDuring the LastFiscal Year ($)
|Thierry Guillemin |  | Intelsat Staff Retirement Plan |  | 9.17                                   |  | $                                      | 170,124 |                                        | 
|                  |  | Intelsat Restoration Plan      |  | 9.17                                   |  | $                                      | 12,048  |                                        | 
|Total             |  |                                |  |                                        |  | $                                      | 182,172 |                                        |  

The Intelsat Staff Retirement Plan is a tax-qualified defined benefit pension plan covering
U.S.-based employees of Intelsat who were hired prior to July 19, 2001. The benefits under the plan are calculated based upon a set of formulas that take into account the participants hire date, years of service and average compensation.
For Mr. Guillemin, the formula is 2.0% of final average earnings for each year of service prior to 2002, plus 1.5% of final average earnings for each year of service on or after 2002. Final average earnings for Mr. Guillemin includes
regular earnings and does not include bonus payments, and is based on average earnings over the 60 months of employment that produces the highest average. Early retirement is available at age 55 with three years of service, and there is a seven year
vesting schedule. Benefit payments may be taken in the form of a single life annuity, a partially subsidized 60% or 75% joint and survivor annuity if married at the time of benefit commencement, a 50% or 100% joint and survivor annuity if unmarried
at the time of benefit commencement, a lump sum or a reduced annuity plus a partial lump sum. Benefits paid in the form of an annuity are adjusted for cost of living increases but only on the portion of the benefit attributable to pre-2002 service
and pre-2006 compensation. See Note 5Retirement Plans and Other Retiree Benefits to the consolidated financial statements included elsewhere in this Annual Report for additional disclosure on the assumptions used to value pension benefits.

As a tax-qualified plan, benefits under the Intelsat Staff Retirement Plan are subject to certain Code limitations on benefits and
compensation. The Intelsat Restoration Plan is a non-qualified retirement plan that is intended to make participants whole if their benefit under the Intelsat Staff Retirement Plan is diminished due to limits on annual benefits under
Section 415 of the Code or limits on includable compensation under Section 401(a)(17) of the Code.

Nonqualified Deferred Compensation

No deferred compensation programs are maintained for the Companys Named Executive Officers.



110



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Severance and Change of Control Arrangements

Upon termination of employment, the Named Executive Officers may receive payments under their employment agreements or Company policies, as applicable,
which are described in detail immediately following the Summary Compensation Table.

Benefits and Payments Upon Termination

The following is a table which shows, hypothetically, what each of the current Named Executive Officers would receive upon termination of employment under
varying circumstances, assuming such termination occurred on December 31, 2008. However, this table does not take into account any vesting of equity, except in the case of a change of control, as defined in applicable agreements, nor does it
reflect all of the restrictions and other provisions of relevant employment contracts described earlier. Thus, this table does not represent guarantees to any Named Executive Officer that he will receive the amounts set forth herein.



|                               |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|------------------------------ |  | ------------------------------ | ------- | ---- | ----------------------------------------------------------------- | - | ---------- | ---------------------------------------------------------------------------------------------- |  | - | ------------------- | ---- |  | ------------------- | ---------- | ---- |  | - | -------
|Name                           |  | Resignation WithoutGood Reason |         |      | Resignation WithGood Reason orInvoluntaryTermination WithoutCause |   |            | Resignation WithGood Reason orInvoluntaryTermination WithoutCause Following aChange of
Control |  |   | Death or Disability |      |  | TerminationForCause
|David McGlade                  |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|Accrued Salary and Vacation(1) |  | $                              | 142,308 |      |                                                                   | $ | 142,308    |                                                                                                |  | $ | 142,308             |      |  | $                   | 142,308    |      |  | $ | 142,308
|Accrued Bonus(2)               |  |                                |        |      |                                                                   |   | 1,500,000  | (3)                                                                                            |  |   | 1,500,000           | (3)  |  |                     | 1,500,000  | (3)  |  |   |       
|Severance                      |  |                                |        |      |                                                                   |   | 3,750,000  | (4)                                                                                            |  |   | 3,750,000           | (5)  |  |                     |           |      |  |   |       
|Vested Shares                  |  |                                | 39,094  | (6)  |                                                                   |   | 7,278,810  | (7)                                                                                            |  |   | 7,278,810           | (7)  |  |                     | 7,278,810  | (7)  |  |   |       
|Unvested Shares                |  |                                | 86      | (8)  |                                                                   |   | 86         | (8)                                                                                            |  |   | 8,602,235           | (9)  |  |                     | 8,602,235  | (10) |  |   |       
|Medical Benefits               |  |                                | 389,489 | (11) |                                                                   |   | 389,489    | (11)                                                                                           |  |   | 389,489             | (11) |  |                     | 389,489    | (11) |  |   |       
|                               |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|TOTAL                          |  | $                              | 570,977 |      |                                                                   | $ | 13,060,693 |                                                                                                |  | $ | 21,662,842          |      |  | $                   | 17,912,842 |      |  | $ | 142,308
|                               |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|Michael McDonnell(12)          |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|Accrued Salary and Vacation(1) |  | $                              | 22,513  |      |                                                                   | $ | 22,513     |                                                                                                |  | $ | 22,513              |      |  | $                   | 22,513     |      |  | $ | 22,513 
|Accrued Bonus(2)               |  |                                |        |      |                                                                   |   |           |                                                                                                |  |   |                    |      |  |                     | 167,375    | (13) |  |   |       
|Severance                      |  |                                |        |      |                                                                   |   | 1,628,688  | (14)                                                                                           |  |   | 1,628,688           | (14) |  |                     |           |      |  |   |       
|Vested Shares                  |  |                                |        |      |                                                                   |   |           |                                                                                                |  |   |                    |      |  |                     |           |      |  |   |       
|Unvested Shares                |  |                                |        |      |                                                                   |   |           |                                                                                                |  |   |                    |      |  |                     |           |      |  |   |       
|                               |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|TOTAL                          |  | $                              | 22,513  |      |                                                                   | $ | 1,651,201  |                                                                                                |  | $ | 1,651,201           |      |  | $                   | 189,888    |      |  | $ | 22,513 
|                               |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|Phillip Spector                |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|Accrued Salary and Vacation(1) |  | $                              | 72,565  |      |                                                                   | $ | 72,565     |                                                                                                |  | $ | 72,565              |      |  | $                   | 72,565     |      |  | $ | 72,565 
|Accrued Bonus(2)               |  |                                |        |      |                                                                   |   |           |                                                                                                |  |   |                    |      |  | $                   | 592,250    | (15) |  |   |       
|Severance                      |  |                                |        |      |                                                                   |   | 849,750    | (16)                                                                                           |  |   | 849,750             | (17) |  |                     |           |      |  |   |       
|Vested Shares                  |  |                                | 17,272  | (18) |                                                                   |   | 3,215,916  | (19)                                                                                           |  |   | 3,215,916           | (19) |  |                     | 3,215,916  | (19) |  |   |       
|Unvested Shares                |  |                                | 38      | (20) |                                                                   |   | 38         | (20)                                                                                           |  |   | 3,800,638           | (21) |  |                     | 3,800,638  | (22) |  |   |       
|                               |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|TOTAL                          |  | $                              | 89,875  |      |                                                                   | $ | 4,138,269  |                                                                                                |  | $ | 7,938,869           |      |  | $                   | 7,681,369  |      |  | $ | 72,565 
|                               |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|Stephen Spengler               |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|Accrued Salary and Vacation(1) |  | $                              | 44,452  |      |                                                                   | $ | 44,452     |                                                                                                |  | $ | 44,452              |      |  | $                   | 44,452     |      |  | $ | 44,452 
|Accrued Bonus(2)               |  |                                |        |      |                                                                   |   |           |                                                                                                |  |   |                    |      |  |                     | 241,200    | (23) |  |   |       
|Severance                      |  |                                |        |      |                                                                   |   | 251,250    | (24)                                                                                           |  |   | 251,250             | (24) |  |                     |           |      |  |   |       
|Vested Shares                  |  |                                | 3,792   | (25) |                                                                   |   | 705,970    | (26)                                                                                           |  |   | 705,970             | (26) |  |                     | 705,970    | (26) |  |   |       
|Unvested Shares                |  |                                | 9       | (27) |                                                                   |   | 9          | (27)                                                                                           |  |   | 917,771             | (28) |  |                     | 917,771    | (29) |  |   |       
|                               |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|TOTAL                          |  | $                              | 48,253  |      |                                                                   | $ | 1,001,681  |                                                                                                |  | $ | 1,919,443           |      |  | $                   | 1,909,393  |      |  | $ | 44,452 
|                               |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|Thierry Guillemin              |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|Accrued Salary and Vacation(1) |  | $                              | 29,708  |      |                                                                   | $ | 29,708     |                                                                                                |  | $ | 29,708              |      |  | $                   | 29,708     |      |  | $ | 29,708 
|Accrued Bonus(2)               |  |                                |        |      |                                                                   |   |           |                                                                                                |  |   |                    |      |  |                     | 148,500    | (30) |  |   |        
|Severance                      |  |                                |        |      |                                                                   |   | 183,333    | (31)                                                                                           |  |   | 183,333             | (31) |  |                     |           |      |  |   |       
|Vested Shares                  |  |                                | 711     | (32) |                                                                   |   | 132,370    | (33)                                                                                           |  |   | 132,370             | (33) |  |                     | 132,370    | (33) |  |   |       
|Unvested Shares                |  |                                | 2       | (34) |                                                                   |   | 2          | (34)                                                                                           |  |   | 172,077             | (35) |  |                     | 172,077    | (36) |  |   |       
|                               |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        
|TOTAL                          |  | $                              | 30,421  |      |                                                                   | $ | 345,413    |                                                                                                |  | $ | 517,488             |      |  | $                   | 482,655    |      |  | $ | 29,708 
|                               |  |                                |         |      |                                                                   |   |            |                                                                                                |  |   |                     |      |  |                     |            |      |  |   |        



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|(1) | Based upon accrued vacation balances and base salary rates as of December 31, 2008.
|--- | -----------------------------------------------------------------------------------

|(2) | It is currently the policy under our corporate Bonus Plan that no bonus payments are made to plan participants who leave prior to the bonus payment date in March, unless otherwise
provided for in an applicable employment agreement.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr. McGlade is entitled to a pro-rata bonus at the tier 1 stretch level (150% of base salary) for the year of termination based on actual results and the portion of the year he
was employed. This amount assumes a full year of employment and corporate results at the tier 1 stretch level.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Payment equal to 11/2times the sum of base salary plus bonus calculated at the tier 1 stretch level (150% of base salary). For termination of employment on December 31, 2008, this severance amount is to be paid 50% on the first
business day following the six-month anniversary of termination and in six equal monthly installments thereafter. For termination of employment on January 1, 2009 or thereafter, payment will be made in a single lump sum within 60 days of
termination.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Payment equal to 11/2times the sum of base salary plus bonus calculated at the tier 1 stretch level (150% of base salary). For termination of employment on December 31, 2008, this severance amount is to be paid in twelve equal
monthly installments. For termination of employment on January 1, 2009 or thereafter, payment will be made in a single lump sum within 60 days of termination.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Time vesting shares that are vested may be repurchased at any time following resignation at a price per share equal to the fair market value of such share as determined on the date
of the 2005 Acquisition Transactions based on the valuation as of such date ($2.15 per share). As a result of the New Sponsors Acquisition Transactions, the unvested Intelsat Holdings shares were exchanged for Intelsat Global shares on an
approximately 4:1 basis. Accordingly, the price per share for repurchase is approximately $0.54.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Time vesting shares that are vested may be repurchased at any time during the two-year period following termination at a price per share equal to the fair market value of such share
as determined on the date of the most recent independent valuation prior to termination. As there has not been a valuation completed since the closing of the New Sponsors Acquisition Transactions, the assumed fair market value as of
December 31, 2008 is $100 per share.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Any unvested time vesting shares are forfeited upon termination of employment, but must be repurchased at the par value of the shares ($0.001) to be returned to the corporate
treasury.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Any unvested time vesting shares are forfeited upon termination of employment, provided, however, that if the termination is within six months following a change of control, all
unvested time vesting shares will vest upon termination. This number assumes that there was a change of control within the six-month period preceding December 31, 2008. Vested time vesting shares may be repurchased as described in footnote (7).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Any time vesting shares that are not vested at the date of death or disability will vest and be repurchased as described in footnote (7) above.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Mr. McGlade is entitled to retiree medical benefits for himself and his spouse upon termination of employment. This represents the present value of Intelsats net premium
cost, assuming a trend rate of 5% increases each year, immediate retirement on December 31, 2008, that each of Mr. McGlade and his spouse live to age 80 and a discount rate of 6.3%.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Mr. McDonnell is currently employed pursuant to the terms of his offer letter; the terms of his employment agreement are still being negotiated. The offer letter provides
certain severance protections and otherwise provides that his employment agreement will be no less favorable in the aggregate than the employment agreement previously provided to our former Chief Financial Officer, Jeffrey Freimark, the material
terms of which are previously described. The termination benefits reflected in this table are based upon a combination of Mr. McDonnells offer letter and the other terms of Mr. Freimarks employment agreement.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | It is currently the policy under our corporate Bonus Plan to provide a pro-rata bonus, based upon actual financial
performance, pro-rated for the date of death or disability, for employees who die or become disabled during the fiscal year. This number assumes a date of death or disability on December 31, 2008, pro-rated for his employment date of
November 3rd, adjusted for credit as of October 1, 2008 as provided for in his offer letter, and corporate performance at the tier 2 super stretch level, producing a bonus percentage of 130% of base salary.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | This severance amount is equal to the product of (i) the sum of Mr. McDonnells base salary and target bonus (the Baseline Severance Amount) and
(ii) two, reduced by one-twelfth of the Baseline Severance Amount for each month of service, but not less than the Baseline Severance Amount.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | It is currently the policy under our corporate Bonus Plan to provide a pro-rata bonus, based upon actual financial performance, pro-rated for the date of death or disability, for
employees who die or become disabled during the fiscal year. This number assumes a date of death or disability on December 31, 2008 and corporate performance at the tier 1stretch level, producing a bonus percentage of 115% of base salary.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | Payment equal to base salary plus maximum bonus of 65% of base salary, to be paid in a single lump sum within 60 days following the date of termination.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) | Payment equal to base salary plus the greater of (x) maximum bonus of 65% of base pay, and (y) the annual bonus paid for the year immediately preceding the year in which
termination occurs, to be paid in a single lump sum within 60 days following the date of termination.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(18) | Time vesting shares that are vested may be repurchased at any time following resignation as described in footnote (6) above.
|---- | ----------------------------------------------------------------------------------------------------------------------------

|(19) | Time vesting shares that are vested may be repurchased as described in footnote (7) above.
|---- | ------------------------------------------------------------------------------------------

|(20) | Any unvested time vesting shares are forfeited upon termination of employment, but must be repurchased as described in footnote (8) above.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------

|(21) | Any unvested time vesting shares are forfeited upon termination of employment, provided, however, that if the termination is within six months following a change of control, all
unvested time vesting shares will vest upon termination. This number assumes that there was a change of control within the six-month period preceding December 31, 2008. Vested time vesting shares may be repurchased as described in footnote (7).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(22) | Any time vesting shares that are not vested at the date of death or disability will vest and be repurchased as described in footnote (7) above.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------

|(23) | It is currently the policy under our corporate Bonus Plan to provide a pro-rata bonus, based upon actual financial performance, pro-rated for the date of death or disability, for
employees who die or become disabled during the fiscal year. This number assumes a date of death or disability on December 31, 2008 and corporate performance at the tier 1stretch level, producing a bonus percentage of 72% of base salary.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(24) | Payment is equal to nine months base salary payable in a lump sum at termination.
|---- | ----------------------------------------------------------------------------------

|(25) | Time vesting shares that are vested may be repurchased at any time following resignation as described in footnote (6) above.
|---- | ----------------------------------------------------------------------------------------------------------------------------

|(26) | Time vesting shares that are vested may be repurchased as described in footnote (7) above.
|---- | ------------------------------------------------------------------------------------------



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|(27) | Any unvested time vesting shares are forfeited upon termination of employment, but must be repurchased as described in footnote (8) above.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------

|(28) | Any unvested time vesting shares are forfeited upon termination of employment, provided, however, that if the termination is within six months following a change of control, all
unvested time vesting shares will vest upon termination. This number assumes that there was a change of control within the six-month period preceding December 31, 2008. Vested time vesting shares may be repurchased as described in footnote (7).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(29) | Any time vesting shares that are not vested at the date of death or disability will vest and be repurchased as described in footnote (7) above.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------

|(30) | It is currently the policy under our corporate Bonus Plan to provide a pro-rata bonus, based upon actual financial performance, pro-rated for the date of death or disability, for
employees who die or become disabled during the fiscal year. This number assumes a date of death or disability on December 31, 2008 and corporate performance at the tier 1stretch level, producing a bonus percentage of 54% of base salary.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(31) | Payment is equal to eight months base salary payable in a lump sum at termination.
|---- | -----------------------------------------------------------------------------------

|(32) | Time vesting shares that are vested may be repurchased at any time following resignation as described in footnote (6) above.
|---- | ----------------------------------------------------------------------------------------------------------------------------

|(33) | Time vesting shares that are vested may be repurchased as described in footnote (7) above.
|---- | ------------------------------------------------------------------------------------------

|(34) | Any unvested time vesting shares are forfeited upon termination of employment, but must be repurchased as described in footnote (8) above.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------

|(35) | Any unvested time vesting shares are forfeited upon termination of employment, provided, however, that if the termination is within six months following a change of control, all
unvested time vesting shares will vest upon termination. This number assumes that there was a change of control within the six-month period preceding December 31, 2008. Vested time vesting shares may be repurchased as described in footnote (7).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(36) | Any time vesting shares that are not vested at the date of death or disability will vest and be repurchased as described in footnote (7) above.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------

Director Compensation

We do not compensate
our directors for their service on the board of directors or any committee of the board of directors. Non-executive members of the board were reimbursed for travel and other out-of-pocket expenses related to their board service pursuant to a
monitoring fee agreement entered into with the Former Sponsors and related parties and a new monitoring fee agreement entered into on February 4, 2008 with the New Sponsors. For more information regarding the monitoring fee agreements, see
Item 13Certain Relationships and Related Transactions, and Director IndependenceCertain Relationships and Related TransactionsMonitoring Fee Agreements and Transaction Fees. Mr. Raymond Svider, a Managing Partner of BC
Partners, Intelsats majority shareholder, is currently and has been since May 1, 2008, the Chairman of our Board of Directors. Prior to Mr. Svider, Mr. Joseph Wright, Jr. served as Chairman of our Board of Directors.
Mr. Wright was not a Named Executive Officer. The terms of his employment agreement during 2008 are set forth below.

Former
Employment Agreement with Mr. Wright

Intelsat Holdings and Intelsat, Ltd. entered into an employment agreement with
Mr. Wright on July 3, 2006, under which he began employment as Chairman of the Board of Directors. The agreement had a term of two years, with an option to extend for an additional year by mutual agreement. The employment agreement
provided that Mr. Wright would be paid an annual base salary of $600,000 during the term, which would be reviewed for increase no less frequently than annually. The employment agreement also provided that Mr. Wright would be eligible for
an annual discretionary bonus with a maximum payment of 100% of his annual base salary, based on meeting pre-established performance targets. During the employment term, Mr. Wright generally was eligible to participate in our and Intelsat
Holdings employee benefit plans and programs and to receive certain perquisites set forth in the employment agreement.

Under the
employment agreement, Mr. Wright received on July 3, 2006 a grant of 54,702 SCAs, permitting him to purchase Intelsat Holdings common shares. Such SCAs, or the new SCAs, were to vest in equal monthly installments over twenty-four months
commencing on the last day of the first full month following Mr. Wrights start date and subject to his continued employment through each applicable vesting date. The vesting of these time-vesting SCAs was to accelerate one year after any
event that caused the Former Sponsors (or other private equity investors) to cease to own 40% or more of Intelsat Holdings.



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Mr. Wright also rolled over options on common stock of PanAmSat Holdco having a value of $2 million
into SCAs to purchase 9,174 Intelsat Holdings common shares, such shares having the same aggregate in-the-money value. Such SCAs, or the rollover SCAs, had the same terms and conditions (other than the number and type of shares and exercise price
applicable thereto) as were in effect prior to such conversion. The rollover SCAs also entitled Mr. Wright to receive dividend payments with respect to that number of Intelsat Holdings common shares having a value equivalent to the in-the-money
value of his rollover SCAs. Any such amounts payable in respect of rollover SCAs that were not vested as of the date such dividend was payable were to be held in escrow until such SCAs vested.

In connection with the consummation of the New Sponsors Acquisition Transactions, all of Mr. Wrights SCAs, including the rollover SCAs, became
vested and he received (prior to the effect of any applicable federal, state or local taxes) $3,443,065 in exchange for the cancellation of the rollover SCAs, and $8,604,998 in exchange for the cancellation of SCAs.

Mr. Wright was not entitled to any severance benefits under the terms of his employment agreement upon his voluntary resignation in 2008.
Mr. Wrights employment agreement also provided that, during his employment with Intelsat and for one year after his termination of employment, he would not compete with Intelsat or hire or attempt to hire any person who is or was in the
previous year an employee of Intelsat.

Compensation Committee Report

The Compensation Committee has reviewed the Compensation Discussion and Analysis section above (the CD&A) with management and, based on this review and discussion, has recommended to our board of
directors that the CD&A be included in this Annual Report on Form 10-K.

Raymond Svider (Chairman)

Egon Durban



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|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

Directors, Executive Officers and Principal Shareholders

Intelsat, Ltd. is an indirect, wholly-owned
subsidiary of Intelsat Global. Shares of Intelsat Global are currently held by the New Sponsors and certain members of our management and other designated employees.

The members of Intelsat, Ltd.s board of directors nominated by a New Sponsor may be deemed to beneficially own shares owned by such New Sponsors. The following table and accompanying footnotes show information
regarding the beneficial ownership of Intelsat Globals common shares by:



| |  |  | each person known by us to beneficially own 5% or more of Intelsat Globals outstanding common shares;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | each of Intelsat Globals and our directors;
| | - |  | --------------------------------------------



| |  |  | each Named Executive Officer; and
| | - |  | ---------------------------------



| |  |  | all directors and executive officers as a group.
| | - |  | ------------------------------------------------

The percentage of beneficial ownership set forth below is based on approximately 14,797,540.56 Intelsat Global common shares issued and outstanding as of March 10, 2009. All shares listed in the table below are
Class A common shares, which are entitled to one vote per share, unless otherwise indicated in the notes thereto. Certain members of management and other designated employees currently hold share-based compensation arrangements entitling them
to purchase Class A common shares, and we expect that certain members of management and other designated employees will be granted restricted Class B common shares following the date of this Annual Report on Form 10-K. Unless otherwise
indicated, the address of each person named in the table below is c/o Intelsat Global, Ltd., Wellesley House North, 2nd Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda.



|                                                             |  |                                            |  |                     |  
|------------------------------------------------------------ |  | ------------------------------------------ |  | ------------------- | -
|Name of Beneficial Owner:                                    |  | Number ofCommon SharesBeneficiallyOwned(1) |  | % ofCommonShares(1) |  
|Funds advised by BC Partners(2)                              |  | 11,330,000.04                              |  | 76.6                | %
|Funds advised by Silver Lake Partners(3)                     |  | 2,489,976.25                               |  | 16.8                | %
|David McGlade(4)                                             |  | 158,810.45                                 |  | 1.1                 | %
|Phillip Spector(5)                                           |  | *                                          |  | *                   |  
|Stephen Spengler(6)                                          |  | *                                          |  | *                   |  
|Michael McDonnell                                            |  |                                           |  |                    |  
|Thierry Guillemin(7)                                         |  | *                                          |  | *                   |  
|James Frownfelter(8)                                         |  | *                                          |  | *                   |  
|Jeffrey Freimark(9)                                          |  | *                                          |  | *                   |  
|Directors and Executive Officers as a Group (11 persons)(10) |  | 14,071,648.76                              |  | 95.1                | %



|* | Represents beneficial ownership of less than one percent of common shares outstanding.
|- | --------------------------------------------------------------------------------------

|(1) | The amounts and percentages of Intelsat Globals common shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial
ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such
security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire
beneficial ownership within sixty days. Under these rules, more than one person may be deemed to be a beneficial owner of such securities as to which such person has an economic interest.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents shares held by BC European Capital VIII funds, BC European CapitalIntelsat Co-Investment and Intelsat Co-Investment 1 and BC European CapitalIntelsat
Syndication L.P.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(3) | Represents shares held by Silver Lake Partners III, L.P. and Silver Lake Technology Investors III, L.P.
|--- | -------------------------------------------------------------------------------------------------------

|(4) | Mr. McGlade exercises voting power over these shares, a portion of which are subject to vesting and other restrictions described in Item 11Executive
CompensationCompensation Discussion and Analysis.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes shares held by The Phillip L. Spector Irrevocable Trust. Mr. Spector exercises voting power over 70,165.54 shares, a portion of which are subject to vesting and other
restrictions described in Item 11Executive CompensationCompensation Discussion and Analysis.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Mr. Spengler exercises voting power over 16,237.41 shares, a portion of which are subject to vesting and other restrictions as described in Item 11Executive
CompensationCompensation Discussion and Analysis.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Mr. Guillemin exercises voting power over 3,044.47 shares, a portion of which are subject to vesting and other restrictions as described in Item 11Executive
CompensationCompensation Discussion and Analysis.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Mr. Frownfelter resigned as Chief Operating Officer effective February 22, 2008. See Item 11Executive CompensationCompensation Discussion and Analysis.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Mr. Freimark resigned as Executive Vice President and Chief Financial Officer on June 5, 2008. See Item 11Executive CompensationCompensation Discussion
and Analysis.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Directors and executive officers as a group hold 248,257.87 restricted shares and share-based compensation arrangements entitling them to purchase 3,414.60 shares that are
exercisable within sixty days of March 10, 2009 under applicable vesting schedules.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

Certain Related Party Transactions

Monitoring Fee Agreements and Transaction Fees

In connection with the closing of the New Sponsors Acquisition Transactions, Intelsat Bermuda entered into a monitoring fee agreement (the 2008
MFA) with the New Sponsors, or affiliates of, or entities advised by, designated by or associated with the New Sponsors, as the case may be (collectively, the 2008 MFA parties), pursuant to which the 2008 MFA parties provide
certain monitoring, advisory and consulting services to Intelsat Bermuda. Pursuant to the 2008 MFA, an annual fee equal to the greater of $6.25 million and 1.25% of adjusted EBITDA (as defined in the Senior Bridge Loan Credit Agreement) is paid
to the 2008 MFA parties, and Intelsat Bermuda reimburses the 2008 MFA parties for their out-of-pocket expenses. Intelsat Bermuda also agreed to indemnify the 2008 MFA parties and their directors, officers, employees, agents and representatives for
losses relating to the services contemplated by the 2008 MFA and the engagement of the 2008 MFA parties pursuant to, and the performance by them of the services contemplated by, the 2008 MFA. We recorded expense for services associated with the 2008
MFA of $8.5 million during the successor period February 1, 2008 to December 31, 2008.

As payment for certain structuring and
advisory services rendered, Intelsat Bermuda paid an aggregate transaction and advisory fee of $60.0 million to the 2008 MFA parties at the closing of the New Sponsors Acquisition Transactions.

In connection with the closing of the PanAmSat Acquisition Transactions, Intelsat Bermuda entered into a monitoring fee agreement (the 2006
MFA) with the Former Sponsors, or affiliates of, or entities advised by, designated by or associated with, the Former Sponsors, as the case may be (collectively, the 2006 MFA parties), pursuant to which the 2006 MFA parties
provided certain monitoring, advisory and consulting services with respect to Intelsat Bermuda, PanAmSat Holdco and their respective subsidiaries. In connection with the consummation of the New Sponsors Acquisition, this agreement was terminated in
February 2008. Pursuant to the 2006 MFA, an annual fee equal to the greater of $6.25 million and 1.25% of Intelsat Corp Adjusted EBITDA (as defined in the indenture governing the Intelsat Corporation 9% Senior Notes due 2016) was paid under the
2006 MFA, and Intelsat Bermuda reimbursed the 2006 MFA parties for their out-of-pocket expenses. Intelsat Bermuda also agreed to indemnify the 2006 MFA parties and their directors, officers, employees, agents and



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representatives for losses relating to the services contemplated by the 2006 MFA and the engagement of the 2006 MFA parties pursuant to, and the performance
by them of the services contemplated by, the 2006 MFA. We recorded expense for services associated with the 2006 MFA of $6.3 million during the year ended December 31, 2006, $11.2 million during the year ended December 31, 2007
and $0.7 million during the predecessor period January 1, 2008 to January 31, 2008.

As payment for certain structuring and
advisory services rendered, Intelsat Bermuda paid an aggregate transaction and advisory fee of $40.0 million to the 2006 MFA parties, upon the closing of the PanAmSat Acquisition Transactions on July 3, 2006.

In connection with the closing of the 2005 Acquisition Transactions, Intelsat Bermuda entered into
a monitoring fee agreement (the 2005 MFA) with Intelsat Holdings and the Former Sponsors, or affiliates of, or entities advised by, designated by or associated with, the Former Sponsors, as the case may be (collectively, the 2005
MFA parties), pursuant to which the 2005 MFA parties provided certain monitoring, advisory and consulting services to Intelsat. In connection with the consummation of the New Sponsors Acquisition, this agreement was terminated on February
2008. Pursuant to the 2005 MFA, Intelsat Sub Holdco was obligated to pay an annual fee equal to the greater of $6.25 million or 1.25% of adjusted EBITDA as defined in the indenture governing Intelsat Sub Holdcos 81/4% Senior Notes due 2013 and Intelsat Sub Holdcos 85/8% Senior Notes due 2015, and to reimburse the 2005 MFA parties for their out-of-pocket expenses. Intelsat Bermuda also agreed to indemnify the 2005 MFA parties and their directors, officers,
employees, agents and representatives for losses relating to the services contemplated by the 2005 MFA and the engagement of the 2005 MFA parties pursuant to, and the performance by them of the services contemplated by, the 2005 MFA. We recorded
expense for services associated with the 2005 MFA of $11.4 million during the year ended December 31, 2006, $12.6 million during the year ended December 31, 2007 and $1.0 million during the predecessor period January 1, 2008
to January 31, 2008.

SCAs and Restricted Shares

In connection with the closing of the New Sponsors Acquisition Transactions, Messrs. McGlade, Freimark and Spector received (prior to the effect of any
applicable federal or state or local taxes) $6,313,639, $2,401,841 and $6,995,762, respectively, in exchange for the purchase of their owned Intelsat Holdings shares; Messrs. Frownfelter and Wright received (prior to the effect of any applicable
federal or state or local taxes) $2,582,486 and $3,443,064, respectively, in exchange for the cancellation of the rollover SCAs they received as part of a rollover of stock options of PanAmSat Holdco they previously held; and Messrs. McGlade,
Freimark, Frownfelter, Spector, Spengler, Guillemin and Wright and Ms. Beier received (prior to the effect of any applicable federal or state or local taxes) $81,191,359, $9,367,983, $10,326,092, $35,871,919, $6,847,952, $1,283,971, $8,604,998
and $614,629, respectively, cash payments in exchange for the cancellation of other SCAs or purchase of their Intelsat Holdings restricted shares. In addition, Mr. Freimark will receive an aggregate of $3,406,539 related to the cash out of his
SCAs upon his resignation in June 2008, which is payable in five equal installments. See Item 11Executive CompensationCompensation Discussion and AnalysisSummary Compensation Table.

Sponsor and Executive Investments

During the
second quarter of 2008, affiliates or associates of funds and investment vehicles advised or controlled by one of the New Sponsors, Silver Lake, purchased $90.9 million principal amount of the 2017 Bermuda Senior Notes and affiliates or associates
of funds and investment vehicles advised or controlled by another of the New Sponsors, BC Partners, also purchased $90.9 million principal amount of the 2017 Bermuda Senior Notes.

During the third quarter of 2008, an entity associated with funds and investment vehicles advised or controlled by Silver Lake purchased a further $100.0
million principal amount of the 2017 Bermuda Senior Notes



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and $650.0 million principal amount of the 2017 Bermuda PIK Notes. Mr. Svider, Mr. McGlade and a trust of which Mr. Spector is the
beneficiary, invested $3.8 million, $2.5 million and $0.6 million, respectively, as limited partners in the entity through which the notes were purchased.

Horizons

As a result of the PanAmSat Acquisition Transactions, we have a joint venture with JSAT, a leading
satellite operator in the Asia-Pacific region. The joint venture is named Horizons Satellite Holdings, LLC, and consists of two investments: Horizons-1 and Horizons-2. See Item 7Managements Discussion and Analysis of Financial
Condition and Results of OperationsOff-Balance Sheet Arrangements.

New Dawn

In June 2008, we entered into a project and shareholders agreement with Convergence SPV Ltd. (Convergence Partners) pursuant to which
New Dawn Satellite Company Ltd (New Dawn), a recently formed Mauritius company in which we have a 74.9% indirect ownership interest and Convergence Partners has a 25.1% noncontrolling ownership interest, intends to procure and launch a
new satellite to provide satellite transponder services to customers in Africa. We currently expect the satellite to be launched during the fourth quarter of 2010 and expect to start providing satellite services soon thereafter. We account for
the percentage interest in New Dawn owned by Convergence Partners as minority interest. As of December 31, 2008, the minority interest of $4.5 million was included within other long-term liabilities.

Receivable from Parent

On July 1, 2007,
Intelsat Holdings executed a promissory note in favor of Intelsat, Ltd. Borrowings under the note bear an interest rate equal to the three-month LIBOR plus 200 basis points. Interest is payable annually on April 1 commencing with the calendar
year 2008. The amount of principal outstanding as of December 31, 2007 and 2008 was $7.1 million and $2.2 million, respectively.

Note Payable
to Parent

On July 1, 2008, Intelsat Jackson executed a promissory note in favor of Intelsat Holdings and received proceeds of
$34.0 million. Borrowings under the note bear an interest rate equal to the three-month LIBOR plus 725 basis points. Interest is payable annually on April 1 commencing with the calendar year 2009, therefore, no principal or interest was
paid during 2008. The amount of principal outstanding as of December 31, 2008 was $34.0 million.

Review and Approval of Related Party Transactions

We review all relationships and transactions in which we and our board of directors, executive officers or any beneficial owner of
greater than 5% of our common shares or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Our legal staff is primarily responsible for the development and implementation of
processes and controls to obtain information from our directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether we or a related person has a direct or
indirect material interest in the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to us or a related person are disclosed in our Annual Report on Form 10-K. Our audit committee charter
also provides for the review of related party transactions by our audit committee.

In addition, we and our board of directors follow the
requirements set forth in the transactions with affiliates covenant contained in our indentures and credit agreement. In summary, these agreements provide that we will not, and we will not permit any of our restricted subsidiaries to, directly or
indirectly, make any payment to, or



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sell, lease, transfer or otherwise dispose of any of our properties or asset to, or purchase any property or assets from, or enter into or make or amend any
transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with or for the benefit of, any affiliate (as defined in the agreements) involving aggregate consideration in excess of specified thresholds,
unless we determine that the terms of such transaction are not materially less favorable to such company than those that could have been obtained in a comparable transaction by such company with an unrelated person and that the terms of such
transaction are substantially as favorable to such company as it would obtain in a comparable arms-length transaction with a person that is not an affiliate, subject to certain exceptions specified in such agreements. Copies of our indentures
and credit agreement are on file with the SEC as exhibits to our periodic filings.

Director Independence

We are a privately held corporation. Under current rules of public trading markets, such as the NASDAQ and the New York Stock Exchange, none of our
directors would be deemed to be independent, as each of them is either associated with the New Sponsors or is a member of our management.



|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

Audit Fees

Our audit fees for 2007 and 2008 were $5.3 million and $4.9 million, respectively.

Audit-Related Fees

Our audit-related fees for
2007 and 2008 were $18 thousand and $1.0 million, respectively . Our audit-related fees for 2008 included fees related to the review of offering memoranda prepared in connection with the refinancing of our debt.

Tax Fees

None.

All Other Fees

None.

Audit Committee Pre-Approval Policies and Procedures

Consistent with SEC requirements regarding auditor independence, the audit committee has adopted a policy to pre-approve services to be provided by our independent registered public accounting firm prior to commencement of the specified
service. The requests for pre-approval are submitted to the audit committee, or a designated member of the audit committee, by our Chief Financial Officer or Controller, and the audit committee chairman executes engagement letters from our
independent registered public accounting firm following approval by audit committee members, or the designated member of the audit committee. All services performed by KPMG LLP during 2008 were pre-approved by the audit committee.



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PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

(a)(1)
The following financial statements are included in this Annual Report on Form 10-K:



|                                                                                                                                                                                                                                                                                       |  |     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                                                                                                                                                       |  | Page
|                                                                                                                                                                                                                                                                                       | 
|Report of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                |  | F-2 
|                                                                                                                                                                                                                                                                                       | 
|Consolidated Balance Sheets as of December 31, 2007 (Predecessor Entity) and 2008 (Successor
Entity)                                                                                                                                                                                   |  | F-3 
|                                                                                                                                                                                                                                                                                       | 
|Consolidated Statements of Operations for the Years Ended December 
31, 2006 and 2007 (Predecessor Entity), the Period January 1, 2008 to January 31, 2008 (Predecessor Entity) and the Period February 1, 2008 to December 31, 2008 (Successor Entity)                                |  | F-4 
|                                                                                                                                                                                                                                                                                       | 
|Consolidated Statements of Changes in Shareholders Equity (Deficit) for the Years Ended December 
31, 2006 and 2007 (Predecessor Entity), the Period January 1, 2008 to January 31, 2008 (Predecessor Entity) and the Period February 1, 2008 to December 31, 2008 (Successor Entity) |  | F-5 
|                                                                                                                                                                                                                                                                                       | 
|Consolidated Statements of Cash Flows for the Years Ended December 
31, 2006 and 2007 (Predecessor Entity), the Period January 1, 2008 to January 31, 2008 (Predecessor Entity) and the Period February 1, 2008 to December 31, 2008 (Successor Entity)                                |  | F-6 
|                                                                                                                                                                                                                                                                                       | 
|Notes to Consolidated Financial Statements                                                                                                                                                                                                                                             |  | F-7 
|                                                                                                                                                                                                                                                                                       | 
|(a)(2) The following financial statement schedule is included in this Annual Report on Form 10-K:                                                                                                                                                                                      |  |     
|                                                                                                                                                                                                                                                                                       | 
|Schedule IIValuation and Qualifying Accounts for the Years Ended December 
31, 2006 and 2007 (Predecessor Entity), the Period January 1, 2008 to January 31, 2008 (Predecessor Entity) and the Period February 1, 2008 to December 31, 2008 (Successor Entity)                        |  | S-1 
|                                                                                                                                                                                                                                                                                       | 
|(a)(3) List of Exhibits: The exhibits filed as part of this report are listed in the Exhibit Index.                                                                                                                                                                                    |  |     



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



INTELSAT, LTD.By

/S/    DAVID
MCGLADEDavid McGladeChief Executive Officer


Date: March 18, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.



|                                           |  |                                                                                           |  |               
|------------------------------------------ |  | ----------------------------------------------------------------------------------------- |  | --------------
|Signature                                  |  | Title                                                                                     |  | Date          
|                                           |  |                                                                                          
|/S/    DAVID
MCGLADE David McGlade         |  | Chief Executive Officer, Deputy Chairman and Director (Principal Executive Officer)       |  | March 18, 2009
|                                           |  |                                                                                          
|/S/    MICHAEL
MCDONNELL Michael McDonnell |  | Executive Vice President and Chief Financial Officer (Principal Financial Officer)        |  | March 18, 2009
|                                           |  |                                                                                          
|/S/    ANITA
BEIER Anita Beier             |  | Senior Vice President and Controller, Intelsat Corporation (Principal Accounting Officer) |  | March 18, 2009
|                                           |  |                                                                                          
|/S/    RAYMOND
SVIDER Raymond Svider       |  | Chairman and Director                                                                     |  | March 18, 2009
|                                           |  |                                                                                          
|/S/    JUSTIN
BATEMAN Justin Bateman       |  | Director                                                                                  |  | March 18, 2009
|                                           |  |                                                                                          
|/S/    EGON
DURBAN Egon Durban             |  | Director                                                                                  |  | March 18, 2009
|                                           |  |                                                                                          
|/S/    JOHN
JOYCE John Joyce               |  | Director                                                                                  |  | March 18, 2009
|                                           |  |                                                                                          
|/S/    JAMES
RUBIN James Rubin             |  | Director                                                                                  |  | March 18, 2009



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Intelsat, Ltd.

Index to Consolidated Financial Statements



|                                                                                                                                                                                                                                                                                       |  |     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                                                                                                                                                       |  | Page
|Report of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                |  | F-2 
|                                                                                                                                                                                                                                                                                       | 
|Consolidated Balance Sheets as of December 31, 2007 (Predecessor Entity) and 2008 (Successor
Entity)                                                                                                                                                                                   |  | F-3 
|                                                                                                                                                                                                                                                                                       | 
|Consolidated Statements of Operations for the Years Ended December 
31, 2006 and 2007 (Predecessor Entity), the Period January 1, 2008 to January 31, 2008 (Predecessor Entity) and the Period February 1, 2008 to December 31, 2008 (Successor Entity)                                |  | F-4 
|                                                                                                                                                                                                                                                                                       | 
|Consolidated Statements of Changes in Shareholders Equity (Deficit) for the Years Ended December 
31, 2006 and 2007 (Predecessor Entity), the Period January 1, 2008 to January 31, 2008 (Predecessor Entity) and the Period February 1, 2008 to December 31, 2008 (Successor Entity) |  | F-5 
|                                                                                                                                                                                                                                                                                       | 
|Consolidated Statements of Cash Flows for the Years Ended December 
31, 2006 and 2007 (Predecessor Entity), the Period January 1, 2008 to January 31, 2008 (Predecessor Entity) and the Period February 1, 2008 to December 31, 2008 (Successor Entity)                                |  | F-6 
|                                                                                                                                                                                                                                                                                       | 
|Notes to Consolidated Financial Statements                                                                                                                                                                                                                                             |  | F-7 
|                                                                                                                                                                                                                                                                                       | 
|Schedule IIValuation and Qualifying Accounts for the Years Ended December 
31, 2006 and 2007 (Predecessor Entity), the Period January 1, 2008 to January 31, 2008 (Predecessor Entity) and the Period February 1, 2008 to December 31, 2008 (Successor Entity)                        |  | S-1 



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholder

Intelsat, Ltd.

We have audited the consolidated financial statements of Intelsat, Ltd. and subsidiaries as listed in the accompanying index. In connection with our
audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the
Companys management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Intelsat,
Ltd. and subsidiaries as of December 31, 2007 (predecessor entity) and 2008 (successor entity), and the results of their operations and their cash flows for the years ended December 31, 2006 and 2007 (predecessor entity), the period
January 1, 2008 to January 31, 2008 (predecessor entity) and the period February 1, 2008 to December 31, 2008 (successor entity), in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related
financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 12 to the consolidated financial statements, the Company adopted Financial Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in Income Taxes,as of January 1, 2007. As discussed in Note 5 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans,as of December 31, 2007. As discussed in Note 2 to the consolidated financial statements, the Company adopted SEC Staff Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,as of January 1, 2006.

/s/ KPMG LLP

McLean, Virginia

March 18, 2009



F-2



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##### Table of Contents

Intelsat, Ltd.

Consolidated Balance Sheets

(in thousands, except share amounts)



|                                                                                                                 |  |                       |            |   |  |  |                       |   |            |  
|---------------------------------------------------------------------------------------------------------------- |  | --------------------- | ---------- | - |  |  | --------------------- | - | ---------- | -
|                                                                                                                 |  | Predecessor Entity    |            |   |  |  | Successor Entity      |  
|                                                                                                                 |  | As ofDecember 31,2007 |            |   |  |  | As ofDecember 31,2008 |  
|ASSETS                                                                                                           |  |                       |            |   |  |  |                       |   |            |  
|Current assets:                                                                                                  |  |                       |            |   |  |  |                       |   |            |  
|Cash and cash equivalents                                                                                        |  | $                     | 426,569    |   |  |  |                       | $ | 470,211    |  
|Receivables, net of allowance of $32,788 in 2007 and $20,237 in 2008                                             |  |                       | 316,593    |   |  |  |                       |   | 302,934    |  
|Deferred income taxes                                                                                            |  |                       | 44,944     |   |  |  |                       |   | 48,623     |  
|Prepaid expenses and other current assets                                                                        |  |                       | 63,139     |   |  |  |                       |   | 56,883     |  
|                                                                                                                 |  |                       |            |   |  |  |                       |   |            |  
|Total current assets                                                                                             |  |                       | 851,245    |   |  |  |                       |   | 878,651    |  
|Satellites and other property and equipment, net                                                                 |  |                       | 4,586,348  |   |  |  |                       |   | 5,339,671  |  
|Goodwill                                                                                                         |  |                       | 3,900,193  |   |  |  |                       |   | 6,774,334  |  
|Non-amortizable intangible assets                                                                                |  |                       | 1,676,600  |   |  |  |                       |   | 2,957,200  |  
|Amortizable intangible assets, net                                                                               |  |                       | 691,490    |   |  |  |                       |   | 1,124,275  |  
|Other assets                                                                                                     |  |                       | 347,456    |   |  |  |                       |   | 583,201    |  
|                                                                                                                 |  |                       |            |   |  |  |                       |   |            |  
|Total assets                                                                                                     |  | $                     | 12,053,332 |   |  |  |                       | $ | 17,657,332 |  
|                                                                                                                 |  |                       |            |   |  |  |                       |   |            |  
|LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)                                                                   |  |                       |            |   |  |  |                       |   |            |  
|Current liabilities:                                                                                             |  |                       |            |   |  |  |                       |   |            |  
|Accounts payable and accrued liabilities                                                                         |  | $                     | 139,613    |   |  |  |                       | $ | 125,310    |  
|Taxes payable                                                                                                    |  |                       | 984        |   |  |  |                       |   |           |  
|Employee related liabilities                                                                                     |  |                       | 50,006     |   |  |  |                       |   | 49,184     |  
|Customer advances for satellite construction                                                                     |  |                       | 30,610     |   |  |  |                       |   |           |  
|Accrued interest payable                                                                                         |  |                       | 176,597    |   |  |  |                       |   | 410,082    |  
|Current portion of long-term debt                                                                                |  |                       | 77,995     |   |  |  |                       |   | 99,358     |  
|Deferred satellite performance incentives                                                                        |  |                       | 24,926     |   |  |  |                       |   | 26,247     |  
|Other current liabilities                                                                                        |  |                       | 117,994    |   |  |  |                       |   | 135,032    |  
|                                                                                                                 |  |                       |            |   |  |  |                       |   |            |  
|Total current liabilities                                                                                        |  |                       | 618,725    |   |  |  |                       |   | 845,213    |  
|Long-term debt, net of current portion                                                                           |  |                       | 11,187,409 |   |  |  |                       |   | 14,773,975 |  
|Deferred satellite performance incentives, net of current portion                                                |  |                       | 124,331    |   |  |  |                       |   | 128,972    |  
|Deferred revenue, net of current portion                                                                         |  |                       | 167,693    |   |  |  |                       |   | 166,311    |  
|Deferred income taxes                                                                                            |  |                       | 411,978    |   |  |  |                       |   | 562,742    |  
|Accrued retirement benefits                                                                                      |  |                       | 82,340     |   |  |  |                       |   | 235,014    |  
|Other long-term liabilities                                                                                      |  |                       | 183,240    |   |  |  |                       |   | 440,758    |  
|                                                                                                                 |  |                       |           
|Commitments and contingencies (Notes 14 and 15)                                                                  |  |                       |            |   |  |  |                       |   |            |  
|                                                                                                                 |  |                       |           
|Shareholders equity (deficit):                                                                                  |  |                       |            |   |  |  |                       |   |            |  
|Ordinary shares, $1.00 par value, 12,000 shares authorized, issued and outstanding at December 31, 2007 and 2008 |  |                       | 12         |   |  |  |                       |   | 12         |  
|Paid-in capital                                                                                                  |  |                       | 35,091     |   |  |  |                       |   | 1,461,006  |  
|Accumulated deficit                                                                                              |  |                       | (763,561   | ) |  |  |                       |   | (886,306   | )
|Accumulated other comprehensive income (loss)                                                                    |  |                       | 6,074      |   |  |  |                       |   | (70,365    | )
|                                                                                                                 |  |                       |            |   |  |  |                       |   |            |  
|Total shareholders equity (deficit)                                                                             |  |                       | (722,384   | ) |  |  |                       |   | 504,347    |  
|                                                                                                                 |  |                       |            |   |  |  |                       |   |            |  
|Total liabilities and shareholders equity (deficit)                                                             |  | $                     | 12,053,332 |   |  |  |                       | $ | 17,657,332 |  
|                                                                                                                 |  |                       |            |   |  |  |                       |   |            |  

See accompanying notes to consolidated financial statements.



F-3



---

##### Table of Contents

Intelsat, Ltd.

Consolidated Statements of Operations

(in thousands)



|                                                                     |  |                            |           |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |           |  
|-------------------------------------------------------------------- |  | -------------------------- | --------- | - | -------------------------- | - | ---------------- | --------------------------------------- |  | - | -------- | - | ----------------------------------------- |  |  | - | --------- | -
|                                                                     |  | Predecessor Entity         |           |   |                            |   | Successor Entity |                                        
|                                                                     |  | Year EndedDecember 31,2006 |           |   | Year EndedDecember 31,2007 |   |                  | PeriodJanuary 1, 2008to January 31,2008 |  |   |          |   | PeriodFebruary 1, 2008to December 31,2008 | 
|Revenue                                                              |  | $                          | 1,662,666 |   |                            | $ | 2,183,079        |                                         |  | $ | 190,261  |   |                                           |  |  | $ | 2,174,640 |  
|                                                                     |  |                            |           |   |                           
|Operating expenses:                                                  |  |                            |           |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |           |  
|Direct costs of revenue (exclusive of depreciation and amortization) |  |                            | 274,280   |   |                            |   | 323,557          |                                         |  |   | 25,683   |   |                                           |  |  |   | 337,466   |  
|Selling, general and administrative                                  |  |                            | 198,189   |   |                            |   | 238,490          |                                         |  |   | 18,485   |   |                                           |  |  |   | 182,957   |  
|Depreciation and amortization                                        |  |                            | 701,517   |   |                            |   | 784,120          |                                         |  |   | 64,157   |   |                                           |  |  |   | 795,663   |  
|Restructuring and transaction costs                                  |  |                            | 26,452    |   |                            |   | 9,258            |                                         |  |   | 313,102  |   |                                           |  |  |   | 1,926     |  
|Impairment of asset value                                            |  |                            | 48,974    |   |                            |   |                 |                                         |  |   |         |   |                                           |  |  |   | 390,444   |  
|Loss on undesignated interest rate swaps                             |  |                            | 11,731    |   |                            |   | 11,699           |                                         |  |   | 11,431   |   |                                           |  |  |   | 155,305   |  
|                                                                     |  |                            |           |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |           |  
|Total operating expenses                                             |  |                            | 1,261,143 |   |                            |   | 1,367,124        |                                         |  |   | 432,858  |   |                                           |  |  |   | 1,863,761 |  
|                                                                     |  |                            |           |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |           |  
|Income (loss) from operations                                        |  |                            | 401,523   |   |                            |   | 815,955          |                                         |  |   | (242,597 | ) |                                           |  |  |   | 310,879   |  
|Interest expense, net                                                |  |                            | 724,141   |   |                            |   | 992,750          |                                         |  |   | 80,275   |   |                                           |  |  |   | 1,294,882 |  
|Other income (expense), net                                          |  |                            | (27,246   | ) |                            |   | (137             | )                                       |  |   | 535      |   |                                           |  |  |   | (11,864   | )
|                                                                     |  |                            |           |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |           |  
|Loss before income taxes                                             |  |                            | (349,864  | ) |                            |   | (176,932         | )                                       |  |   | (322,337 | ) |                                           |  |  |   | (995,867  | )
|Provision for (benefit from) income taxes                            |  |                            | 18,850    |   |                            |   | 14,957           |                                         |  |   | (10,476  | ) |                                           |  |  |   | (109,561  | )
|                                                                     |  |                            |           |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |           |  
|Net loss                                                             |  | $                          | (368,714  | ) |                            | $ | (191,889         | )                                       |  | $ | (311,861 | ) |                                           |  |  | $ | (886,306  | )
|                                                                     |  |                            |           |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |           |  

See accompanying notes to consolidated financial statements.



F-4



---

##### Table of Contents

Intelsat, Ltd.

Consolidated Statements of Changes in Shareholders Equity (Deficit)

(in
thousands, except share amounts)



|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|------------------------------------------------------------------------ |  | -------- |  | -------------- | -- | ------------------ | - | --------- | ------------------------------------------ | - | ---------- | --------------------------------- |  | - | ---------------------- | - |  | - | --------- | - |  | - | -------- | -
|                                                                         |  | Ordinary |  | Paid-inCapital |    | AccumulatedDeficit |   |           | AccumulatedOtherComprehensiveIncome (Loss) |   |            | TotalShareholdersEquity(Deficit) |  |   | TotalComprehensiveLoss |  
|                                                                         |  | Shares   |  | Amount         |    |                    |   |           |                                           
|Predecessor entity                                                       |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Balance, January 1, 2006                                                 |  | 12,000   |  | $              | 12 |                    | $ | 9,104     |                                            | $ | (215,558   | )                                 |  | $ | 177                    |   |  | $ | (206,265  | ) |  |   |          |  
|Adjustment to initially apply SAB 108, net of tax                        |  |         |  |                |   |                    |   |          |                                            |   | 13,098     |                                   |  |   |                       |   |  |   | 13,098    |   |  |   |          |  
|Net loss                                                                 |  |         |  |                |   |                    |   |          |                                            |   | (368,714   | )                                 |  |   |                       |   |  |   | (368,714  | ) |  | $ | (368,714 | )
|Other comprehensive loss                                                 |  |         |  |                |   |                    |   |          |                                            |   |           |                                   |  |   | (102                   | ) |  |   | (102      | ) |  |   | (102     | )
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Total comprehensive loss                                                 |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  | $ | (368,816 | )
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Liabilities assumed by parent                                            |  |         |  |                |   |                    |   | 20,642    |                                            |   |           |                                   |  |   |                       |   |  |   | 20,642    |   |  |   |          |  
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Balance, December 31, 2006                                               |  | 12,000   |  | $              | 12 |                    | $ | 29,746    |                                            | $ | (571,174   | )                                 |  | $ | 75                     |   |  | $ | (541,341  | ) |  |   |          |  
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Cumulative effect of adoption of FIN 48                                  |  |         |  |                |   |                    |   |          |                                            |   | (498       | )                                 |  |   |                       |   |  |   | (498      | ) |  |   |          |  
|Net loss                                                                 |  |         |  |                |   |                    |   |          |                                            |   | (191,889   | )                                 |  |   |                       |   |  |   | (191,889  | ) |  | $ | (191,889 | )
|Minimum pension liability, net of tax of ($1.1) million                  |  |         |  |                |   |                    |   |          |                                            |   |           |                                   |  |   | (1,870                 | ) |  |   | (1,870    | ) |  |   | (1,870   | )
|Other comprehensive income                                               |  |         |  |                |   |                    |   |          |                                            |   |           |                                   |  |   | 91                     |   |  |   | 91        |   |  |   | 91       |  
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Total comprehensive loss                                                 |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  | $ | (193,668 | )
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Adjustment to initially apply SFAS No. 158, net of tax of $4.2 million   |  |         |  |                |   |                    |   |          |                                            |   |           |                                   |  |   | 7,778                  |   |  |   | 7,778     |   |  |   |          |  
|Liabilities assumed by parent                                            |  |         |  |                |   |                    |   | 5,345     |                                            |   |           |                                   |  |   |                       |   |  |   | 5,345     |   |  |   |          |  
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Balance, December 31, 2007                                               |  | 12,000   |  | $              | 12 |                    | $ | 35,091    |                                            | $ | (763,561   | )                                 |  | $ | 6,074                  |   |  | $ | (722,384  | ) |  |   |          |  
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Adjustment to apply SFAS No. 158, net of tax of $0.2 million             |  |         |  |                |   |                    |   |          |                                            |   | (421       | )                                 |  |   |                       |   |  |   | (421      | ) |  |   |          |  
|Net loss for the period January 1, 2008 to January 31, 2008              |  |         |  |                |   |                    |   |          |                                            |   | (311,861   | )                                 |  |   |                       |   |  |   | (311,861  | ) |  | $ | (311,861 | )
|Liabilities assumed by parent                                            |  |         |  |                |   |                    |   | 196,414   |                                            |   |           |                                   |  |   |                       |   |  |   | 196,414   |   |  |   |          |  
|Other comprehensive loss                                                 |  |         |  |                |   |                    |   |          |                                            |   |           |                                   |  |   | (293                   | ) |  |   | (293      | ) |  |   | (293     | )
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Total comprehensive loss                                                 |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  | $ | (312,154 | )
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Balance, January 31, 2008 (prior to Acquisition Transactions)            |  | 12,000   |  | $              | 12 |                    | $ | 231,505   |                                            | $ | (1,075,843 | )                                 |  | $ | 5,781                  |   |  | $ | (838,545  | ) |  |   |          |  
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Acquisition Transactions                                                 |  |         |  | $              |   |                    | $ | 1,221,755 |                                            | $ | 1,075,843  |                                   |  | $ | (5,781                 | ) |  | $ | 2,291,817 |   |  |   |          |  
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|                                                                         | 
|                                                                         |  |          |  |                |    |                    |  
|Successor entity                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Balance, February 1, 2008                                                |  | 12,000   |  | $              | 12 |                    | $ | 1,453,260 |                                            | $ |           |                                   |  | $ |                       |   |  | $ | 1,453,272 |   |  |   |          |  
|Net loss for the period February 1, 2008 to December 31, 2008            |  |         |  |                |   |                    |   |          |                                            |   | (886,306   | )                                 |  |   |                       |   |  |   | (886,306  | ) |  | $ | (886,306 | )
|Liabilities assumed by parent                                            |  |         |  |                |   |                    |   | 7,746     |                                            |   |           |                                   |  |   |                       |   |  |   | 7,746     |   |  |   |          |  
|Postretirement/pension liability adjustment, net of tax of $39.2 million |  |         |  |                |   |                    |   |          |                                            |   |           |                                   |  |   | (67,744                | ) |  |   | (67,744   | ) |  |   | (67,744  | )
|Other comprehensive loss                                                 |  |         |  |                |   |                    |   |          |                                            |   |           |                                   |  |   | (2,621                 | ) |  |   | (2,621    | ) |  |   | (2,621   | )
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Total comprehensive loss                                                 |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  | $ | (956,671 | )
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  
|Balance, December 31, 2008                                               |  | 12,000   |  | $              | 12 |                    | $ | 1,461,006 |                                            | $ | (886,306   | )                                 |  | $ | (70,365                | ) |  | $ | 504,347   |   |  |   |          |  
|                                                                         |  |          |  |                |    |                    |   |           |                                            |   |            |                                   |  |   |                        |   |  |   |           |   |  |   |          |  

See accompanying notes to consolidated financial statements.



F-5



---

##### Table of Contents

Intelsat, Ltd

Consolidated Statements of Cash Flows

(in thousands)



|                                                                                          |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|----------------------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | -------------------------- | - | ---------------- | --------------------------------------- |  | - | -------- | - | ----------------------------------------- |  |  | - | ---------- | -
|                                                                                          |  | Predecessor Entity         |            |   |                            |   | Successor Entity |                                        
|                                                                                          |  | Year EndedDecember 31,2006 |            |   | Year EndedDecember 31,2007 |   |                  | PeriodJanuary 1, 2008to January 31,2008 |  |   |          |   | PeriodFebruary 1, 2008to December 31,2008 | 
|Cash flows from operating activities:                                                     |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Net loss                                                                                  |  | $                          | (368,714   | ) |                            | $ | (191,889         | )                                       |  | $ | (311,861 | ) |                                           |  |  | $ | (886,306   | )
|Adjustments to reconcile net loss to net cash provided by operating activities:           |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Depreciation and amortization                                                             |  |                            | 701,517    |   |                            |   | 784,120          |                                         |  |   | 64,157   |   |                                           |  |  |   | 795,663    |  
|Impairment of asset value                                                                 |  |                            | 48,974     |   |                            |   |                 |                                         |  |   |         |   |                                           |  |  |   | 390,444    |  
|Provision for doubtful accounts                                                           |  |                            | 3,411      |   |                            |   | 12,199           |                                         |  |   | 3,922    |   |                                           |  |  |   | (9,137     | )
|Foreign currency transaction (gain) loss                                                  |  |                            | 124        |   |                            |   | (482             | )                                       |  |   | (137     | ) |                                           |  |  |   | 6,241      |  
|(Gain) loss on disposal of assets                                                         |  |                            | (481       | ) |                            |   | 262              |                                         |  |   |         |   |                                           |  |  |   | 588        |  
|Share-based compensation expense                                                          |  |                            | 2,666      |   |                            |   | 5,046            |                                         |  |   | 196,414  |   |                                           |  |  |   | 3,150      |  
|Compensation cost paid by parent                                                          |  |                            | 18,146     |   |                            |   | 288              |                                         |  |   |         |   |                                           |  |  |   |           |  
|Deferred income taxes                                                                     |  |                            | (14,876    | ) |                            |   | (37,701          | )                                       |  |   | (16,668  | ) |                                           |  |  |   | (146,758   | )
|Amortization of bond discount, issuance costs and other non-cash items                    |  |                            | 76,905     |   |                            |   | 105,011          |                                         |  |   | 6,494    |   |                                           |  |  |   | 195,714    |  
|Interest paid-in-kind                                                                     |  |                            |           |   |                            |   |                 |                                         |  |   |         |   |                                           |  |  |   | 210,481    |  
|Share in loss of unconsolidated affiliates                                                |  |                            | 32,410     |   |                            |   | 6,838            |                                         |  |   |         |   |                                           |  |  |   | 17,127     |  
|Loss on undesignated interest rate swaps                                                  |  |                            | 16,778     |   |                            |   | 21,596           |                                         |  |   | 11,748   |   |                                           |  |  |   | 130,564    |  
|Loss on prepayment of debt and other non-cash items                                       |  |                            |           |   |                            |   | 13,351           |                                         |  |   | 108      |   |                                           |  |  |   | 5,269      |  
|Changes in operating assets and liabilities:                                              |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Receivables                                                                               |  |                            | (46,858    | ) |                            |   | (24,573          | )                                       |  |   | 358      |   |                                           |  |  |   | 16,080     |  
|Prepaid expenses and other assets                                                         |  |                            | 65,980     |   |                            |   | (38,309          | )                                       |  |   | (25,270  | ) |                                           |  |  |   | (47,741    | )
|Accounts payable and accrued liabilities                                                  |  |                            | (78,699    | ) |                            |   | (95,964          | )                                       |  |   | 70,704   |   |                                           |  |  |   | 139,519    |  
|Deferred revenue                                                                          |  |                            | 13,939     |   |                            |   | 17,041           |                                         |  |   | 14,342   |   |                                           |  |  |   | 32,718     |  
|Accrued retirement benefits                                                               |  |                            | (3,011     | ) |                            |   | (6,982           | )                                       |  |   | 78       |   |                                           |  |  |   | 1,802      |  
|Other long-term liabilities                                                               |  |                            | (19,655    | ) |                            |   | (12,831          | )                                       |  |   | 5,230    |   |                                           |  |  |   | 20,725     |  
|                                                                                          |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Net cash provided by operating activities                                                 |  |                            | 448,556    |   |                            |   | 557,021          |                                         |  |   | 19,619   |   |                                           |  |  |   | 876,143    |  
|                                                                                          |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Cash flows from investing activities:                                                     |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Payments for satellites and other property and equipment (including capitalized interest) |  |                            | (152,086   | ) |                            |   | (543,612         | )                                       |  |   | (24,701  | ) |                                           |  |  |   | (397,759   | )
|Capital contributions to unconsolidated affiliates                                        |  |                            |           |   |                            |   |                 |                                         |  |   |         |   |                                           |  |  |   | (27,280    | )
|Capital contribution from Intelsat Holdings                                               |  |                            |           |   |                            |   |                 |                                         |  |   |         |   |                                           |  |  |   | 4,596      |  
|PanAmSat Acquisition Transactions, net of cash acquired                                   |  |                            | (3,152,521 | ) |                            |   |                 |                                         |  |   |         |   |                                           |  |  |   |           |  
|Minority interest in New Dawn                                                             |  |                            |           |   |                            |   |                 |                                         |  |   |         |   |                                           |  |  |   | 4,592      |  
|Other investing activities                                                                |  |                            |           |   |                            |   | 2,624            |                                         |  |   |         |   |                                           |  |  |   | 5,954      |  
|                                                                                          |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Net cash used in investing activities                                                     |  |                            | (3,304,607 | ) |                            |   | (540,988         | )                                       |  |   | (24,701  | ) |                                           |  |  |   | (409,897   | )
|                                                                                          |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Cash flows from financing activities:                                                     |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Repayments of long-term debt                                                              |  |                            | (655,057   | ) |                            |   | (1,661,580       | )                                       |  |   | (168,847 | ) |                                           |  |  |   | (6,280,165 | )
|Repayment of revolving credit facility                                                    |  |                            |           |   |                            |   |                 |                                         |  |   |         |   |                                           |  |  |   | (241,221   | )
|Proceeds from issuance of long-term debt                                                  |  |                            | 2,915,000  |   |                            |   | 1,595,000        |                                         |  |   |         |   |                                           |  |  |   | 5,012,783  |  
|Loan proceeds received from Intelsat Holdings                                             |  |                            |           |   |                            |   |                 |                                         |  |   |         |   |                                           |  |  |   | 34,000     |  
|Proceeds from revolving credit facility                                                   |  |                            | 944,750    |   |                            |   |                 |                                         |  |   | 150,000  |   |                                           |  |  |   | 241,221    |  
|Debt issuance costs                                                                       |  |                            | (102,900   | ) |                            |   | (31,017          | )                                       |  |   |         |   |                                           |  |  |   | (119,633   | )
|Repayments of funding of capital expenditures by customer                                 |  |                            |           |   |                            |   | (41,282          | )                                       |  |   |         |   |                                           |  |  |   | (30,862    | )
|Payment of premium on early retirement of debt                                            |  |                            |           |   |                            |   | (10,000          | )                                       |  |   |         |   |                                           |  |  |   | (88,104    | )
|Principal payments on deferred satellite performance incentives                           |  |                            | (12,427    | ) |                            |   | (18,556          | )                                       |  |   | (1,333   | ) |                                           |  |  |   | (23,302    | )
|Principal payments on capital lease obligations                                           |  |                            | (9,605     | ) |                            |   | (6,167           | )                                       |  |   | (2,124   | ) |                                           |  |  |   | (9,148     | )
|                                                                                          |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Net cash provided by (used in) financing activities                                       |  |                            | 3,079,761  |   |                            |   | (173,602         | )                                       |  |   | (22,304  | ) |                                           |  |  |   | (1,504,431 | )
|                                                                                          |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Effect of exchange rate changes on cash and cash equivalents                              |  |                            | (124       | ) |                            |   | 482              |                                         |  |   | 137      |   |                                           |  |  |   | (6,241     | )
|                                                                                          |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Net change in cash and cash equivalents                                                   |  |                            | 223,586    |   |                            |   | (157,087         | )                                       |  |   | (27,249  | ) |                                           |  |  |   | (1,044,426 | )
|Cash and cash equivalents, beginning of period                                            |  |                            | 360,070    |   |                            |   | 583,656          |                                         |  |   | 426,569  |   |                                           |  |  |   | 1,514,637  |  
|                                                                                          |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Cash and cash equivalents, end of period                                                  |  | $                          | 583,656    |   |                            | $ | 426,569          |                                         |  | $ | 399,320  |   |                                           |  |  | $ | 470,211    |  
|                                                                                          |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Supplemental cash flow information:                                                       |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Interest paid, net of amounts capitalized                                                 |  | $                          | 549,445    |   |                            | $ | 949,735          |                                         |  | $ | 119,399  |   |                                           |  |  | $ | 712,284    |  
|Income taxes paid                                                                         |  |                            | 57,950     |   |                            |   | 65,301           |                                         |  |   | 4,028    |   |                                           |  |  |   | 44,687     |  
|Supplemental disclosure of non-cash investing activities:                                 |  |                            |            |   |                            |   |                  |                                         |  |   |          |   |                                           |  |  |   |            |  
|Capitalization of deferred satellite performance incentives                               |  | $                          | 14,585     |   |                            | $ | 19,100           |                                         |  | $ |         |   |                                           |  |  | $ | 21,175     |  
|Accrued capital expenditures                                                              |  |                            | 39,441     |   |                            |   | 26,727           |                                         |  |   | 13,363   |   |                                           |  |  |   | 32,017     |  



|Note: | The increase in cash and cash equivalents between the predecessor entity ending balance for the period January 1, 2008 to January 31, 2008 and the successor entity opening
balance is due to approximately $1.1 billion in cash received in connection with the closing of the New Sponsors Acquisition Transactions (see Note 3(a)New Sponsors Acquisition).
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements

Note 1    Background of
Company

The International Telecommunications Satellite Organization INTELSAT (the IGO) was established on an
interim basis in 1964. The IGO was formally established on February 12, 1973 in accordance with the provisions of an intergovernmental agreement (the INTELSAT Agreement) and an operating agreement (the Operating
Agreement). The parties to the INTELSAT Agreement were the IGOs 148 member countries. The parties to the Operating Agreement (the Signatories) were either the member countries or the telecommunications entities they
designated to market and use the IGOs communications system within their territories and to invest in the IGO. Certain Signatories authorized other entities within their countries (Investing Entities) to access the IGOs space
segment and to invest in the IGO as well. Signatories and Investing Entities were also the IGOs principal customers.

Substantially
all of the IGOs assets, liabilities, rights, obligations and operations were transferred to Intelsat, Ltd. and its wholly-owned subsidiaries (Intelsat, we, us or our) on July 18, 2001 in a
transaction referred to as the privatization. The Signatories and Investing Entities received shares in Intelsat, a company organized under the laws of Bermuda, in proportion to their ownership in the IGO on the privatization date and became holders
of 100% of the outstanding ordinary shares of Intelsat.

On January 28, 2005, we were acquired by Intelsat Holdings, Ltd.
(Intelsat Holdings), formerly known as Zeus Holdings, Limited, a Bermuda company formed at the direction of funds advised by or associated with Apax Partners Worldwide LLP and Apax Partners, L.P., Apollo Management V, L.P., MDP Global
Investors, Limited and Permira Advisers LLC (collectively, the Former Sponsors).

On July 3, 2006, Intelsat (Bermuda),
Ltd. (Intelsat Bermuda), a wholly-owned indirect subsidiary of Intelsat Holdings, completed the acquisition of PanAmSat Holding Corporation (PanAmSat Holdco) pursuant to a merger agreement dated as of August 28, 2005, by
and among Intelsat Bermuda, Proton Acquisition Corporation (Merger Sub), a wholly-owned subsidiary of Intelsat Bermuda, and PanAmSat Holdco (the Merger Agreement). Pursuant to the Merger Agreement, Merger Sub merged with and
into PanAmSat Holdco, with PanAmSat Holdco surviving the merger (the Merger Transaction). On July 3, 2006, following the completion of the acquisition, PanAmSat Holdco was renamed Intelsat Holding Corporation and PanAmSat
Corporation was renamed Intelsat Corporation (Intelsat Corp). Upon completion of the PanAmSat Acquisition Transactions (as defined below), PanAmSat Holdco became a wholly-owned subsidiary of Intelsat Bermuda.

In connection with, and in order to effect, the transactions contemplated by the Merger Agreement and the related financing, Intelsat Bermuda created a
new direct wholly-owned subsidiary, Intelsat Intermediate Holding Company, Ltd. (Intermediate Holdco). Intelsat Bermuda transferred substantially all of its assets (other than cash, certain prepaid expenses and the capital stock of
Merger Sub) and liabilities to Intermediate Holdco.

In addition, on July 3, 2006, we incurred approximately $3.5 billion of
additional debt and assumed $3.2 billion of outstanding debt to finance the Merger Transaction. Also, on July 3, 2006, Intelsat Subsidiary Holding Company, Ltd. (Intelsat Sub Holdco), a subsidiary of Intelsat Bermuda, terminated its
prior senior secured credit facilities and entered into new senior secured credit facilities under a credit agreement, and Intelsat Corp amended and restated its senior secured credit facilities under a credit agreement, to change certain of the
terms thereunder. These transactions and the Merger Transaction are collectively referred to as the PanAmSat Acquisition Transactions.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



As a result of the PanAmSat Acquisition Transactions, the financial results of Intelsat for the year
ended December 31, 2006 include the results of Intelsat Holding Corporation and its subsidiaries beginning July 1, 2006. Although the effective date of the PanAmSat Acquisition Transactions was July 3, 2006, due to the immateriality
of the results of operations for the period between July 1, 2006 and July 3, 2006, we have accounted for the PanAmSat Acquisition Transactions as if they had occurred on July 1, 2006. See Note 3(b)AcquisitionsThe PanAmSat
Acquisition Transactions.

On February 4, 2008, Serafina Acquisition Limited (Serafina) completed its acquisition of 100%
of the equity ownership of Intelsat Holdings for total cash consideration of approximately $5.0 billion, pursuant to a Share Purchase Agreement, dated as of June 19, 2007 (the BC Share Purchase Agreement), among Serafina,
Intelsat Holdings, certain shareholders of Intelsat Holdings and Serafina Holdings Limited (Serafina Holdings), the direct parent of Serafina. Serafina Holdings is an entity newly formed by funds controlled by BC Partners Holdings
Limited (BC Partners) and certain other investors (collectively, the BCEC Funds). Subsequent to the execution of the BC Share Purchase Agreement, two investment funds controlled by Silver Lake Partners (Silver
Lake) and other equity investors joined the BCEC Funds as the equity sponsors of Serafina Holdings. The BCEC Funds, the Silver Lake funds and the other equity sponsors are referred to as the New Sponsors and the acquisition of Intelsat
Holdings, our parent, is referred to as the New Sponsors Acquisition.

Although the effective date of the New Sponsors Acquisition, was
February 4, 2008, due to the immateriality of the results of operations for the period between February 1, 2008 and February 4, 2008, we have accounted for the New Sponsors Acquisition as if they had occurred on February 1, 2008,
except for acquisition transactions costs, which are recorded within the predecessor period of January 1, 2008 to January 31, 2008. See Note 3(a)AcquisitionsNew Sponsors Acquisition.

Our consolidated financial statements for the period January 1, 2008 to January 31, 2008 represent the predecessor entity. The
period February 1, 2008 to December 31, 2008 represents the successor entity. As a result of the application of purchase accounting, the consolidated financial statements of the predecessor entity are not comparable with the
consolidated financial statements of the successor entity, because they are, in effect, those of a new entity.

See Note
3Acquisitions for further discussion of the PanAmSat Acquisition Transactions and the New Sponsors Acquisition Transactions.

Intelsat provides satellite communications services worldwide through a global communications network of 54 satellites in orbit as of December 31, 2008, leased capacity on one additional satellite in the Asia-Pacific region, and ground
facilities related to the satellite operations and control, and teleport services.

Note 2    Significant Accounting Policies

(a) Principles of Consolidation

The consolidated financial statements include the accounts of Intelsat and its wholly-owned subsidiaries, including our New Dawn joint venture as more fully described in Note 8Investments. We account for the percentage interest in New
Dawn that we do not own as a minority interest. Investments where we exercise significant influence but do not control (generally 20% to 50% ownership interest) are accounted for under the equity method of accounting. All significant intercompany
accounts and transactions have been eliminated.

(b) Use of Estimates

The preparation of these consolidated financial statements in conformity with United States generally accepted accounting principles (U.S.
GAAP) requires management to make estimates and assumptions that



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



affect the amounts reported in the consolidated financial statements and accompanying notes. Examples of estimates include the determination of fair value
with respect to certain assets acquired and liabilities assumed in acquisitions, the allowance for doubtful accounts, liabilities related to pension and postretirement benefits, the fair value of the interest rate swaps, income taxes, useful lives
of satellites and other property and equipment and the recoverability of goodwill and other intangible assets. Changes in estimates may affect amounts reported in future periods.

(c) Revenue Recognition

We earn revenue primarily from satellite utilization charges and, to
a lesser extent, from providing managed services to customers. We enter into contracts with customers to provide satellite transponders and transponder capacity and, in certain cases, usage of earth stations and teleport facilities, for periods
typically ranging from one year to the life of the satellite. Our revenue recognition policies by product or service offering are as follows:

Satellite Utilization Charge. We generally recognize revenues on a straight-line basis over the term of the related customer contract unless collectability is not reasonably assured. Revenues from occasional use services are
recognized ratably as the services are performed. We have certain obligations, including providing spare or substitute capacity if available, in the event of satellite service failure under certain long-term agreements. Except for certain deposits,
we are not obligated to refund satellite utilization payments previously made.

Satellite Related Consulting and Technical Service.
Revenues earned from the provision of consulting services by employee specialists are typically recognized on a monthly basis as those services are performed. Consulting services, which call for services with specific deliverables, such as Transfer
Orbit Support Services or training programs, are typically recognized upon the completion of those services. Revenue from the provision of market research materials is recognized on a monthly basis as those services are performed.

Tracking, Telemetry and Control (TT&C). We earn TT&C services revenue from providing operational services to other satellite
owners and from certain customers on our satellites. The TT&C services performed for other satellite operators are performed by our consulting/technical services group. TT&C agreements entered into in connection with our satellite
utilization contracts are typically for the period of the related service agreement. We also earn revenue for TT&C services in relation to our satellite utilization agreements with customers. Fees for such services are either included in the
customers utilization charges or billed separately.

In-Orbit Backup Services and Equipment Sale. We provide back-up
transponder capacity that is held on reserve for certain customers on agreed upon terms. We recognize revenues for in-orbit protection services ratably over the term of the related agreement. We also record revenue related to equipment sales, which
represents equipment purchased, constructed or developed on behalf of the customers. We recognize revenue related to these equipment sales upon transfer to the customer of title to the equipment.

Revenue Share Arrangements. We recognize revenues under revenue share agreements for satellite-related services either on a gross or net basis in
accordance with Emerging Issues Task Force (EITF) Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, depending on the nature of the specific contractual relationship.

Construction Program Management. Construction program management arrangements that extend beyond one year are accounted for consistent with the
American Institute of Certified Public Accountants Statement of Position No. 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. We generally record long-term, fixed price, development and
production contracts utilizing



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



the percentage of completion method as the basis to measure progress towards completion of the contract and for recognizing revenues. Progress towards
contract completion is measured when achieving performance milestones or using the cost-to-cost method.

We may sell these services
individually or in some combination to our customers. When these products and services are sold together, we account for the multiple elements under EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables(EITF
00-21). EITF 00-21 provides guidance on accounting for arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. In accordance with EITF 00-21, we allocate revenue for transactions or
collaborations that include multiple elements to each unit of accounting based on its relative fair value, and recognize revenue for each unit of accounting when the revenue recognition criteria have been met. We recognize revenue for delivered
elements having stand-alone value when we have objective and reliable evidence of fair value for each undelivered element. When we determine that the delivered element does not have stand-alone value, or when the fair value cannot be reasonably
estimated for the undelivered element, the revenue is deferred and recognized over the period the services are performed, or until fair value can objectively be determined for any undelivered elements.

(d) Fair Value Measurements

We estimate the
fair value of our financial instruments using available market information and valuation methodologies. The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate their fair values because of
the short maturity of these financial instruments. The fair value for publicly traded instruments is determined using quoted market prices and, for non-publicly traded instruments, fair value is based upon composite pricing from a variety of sources
including market leading data providers, market makers, and leading brokerage firms. We have determined that the valuation measurement inputs for our publicly traded instruments represent unadjusted quoted market prices in active markets, and
therefore, have been classified within Level 1 of the SFAS No. 157 hierarchy framework. We determined the inputs of our non-publicly traded instruments to be within Level 2 of the SFAS No. 157 hierarchy framework.

On January 1, 2008, we prospectively adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value
Measurements (SFAS No. 157), which defines fair value as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
SFAS No. 157 requires disclosure of the extent to which fair value is used to measure financial assets and liabilities, the inputs utilized in calculating valuation measurements, and the effect of the measurement of significant unobservable
inputs on earnings, or changes in net assets, as of the measurement date. SFAS No. 157 establishes a three-level valuation hierarchy based upon the transparency of inputs utilized in the measurement and valuation of financial assets or
liabilities as of the measurement date:



| |  |  | Level 1unadjusted quoted prices for identical assets or liabilities in active markets;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | Level 2quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are
not active, and inputs other than quoted market prices that are observable or that can be corroborated by observable market data by correlation; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3unobservable inputs based upon the reporting entitys internally developed assumptions which market participants would use in pricing the asset or
liability.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

We performed an evaluation of our financial assets and liabilities that met the criteria of the disclosure
requirements and fair value framework of SFAS No. 157. As a result of that evaluation, we identified investments in marketable securities and interest rate financial derivative instruments as having met such criteria.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



We account for our investments in marketable securities in accordance with SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities. All investments have been classified as available-for-sale securities as of December 31, 2007 and 2008, and are included in other assets in the accompanying consolidated
balance sheets. Available-for-sale securities are stated at fair value with any unrealized gains and losses included in accumulated other comprehensive income (loss) within shareholders equity (deficit). Realized gains and losses and declines
in fair value on available-for-sale securities that are determined to be other than temporary are included in other income (expense), net within our consolidated statements of operations. Interest and dividends on available-for-sale securities are
included in interest expense, net and other income (expense), net, respectively, within the consolidated statements of operations.

We
determined that the valuation measurement inputs of these marketable securities represent unadjusted quoted prices in active markets and, accordingly, have classified such investments within Level 1 of the SFAS No. 157 hierarchy framework. The
fair value of our marketable securities as of December 31, 2007 and 2008 was $10.9 million and $7.1 million, respectively.

The fair
value of our interest rate financial derivative instruments reflects the estimated amounts that we would pay or receive to terminate the agreement at the reporting date, taking into account current interest rates, the market expectation for future
interest rates and current creditworthiness of both our counterparties and ourselves. Observable inputs utilized in the income approach valuation technique incorporate identical contractual notional amounts, fixed coupon rates, periodic terms for
interest payments and contract maturity. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments, if any, associated with our
derivatives utilize Level 3 inputs, such as the estimates of current credit spread, to evaluate the likelihood of default by us or our counterparties. We also considered the existence of offset provisions and other credit enhancements that serve to
reduce the credit exposure associated with the asset or liability being fair valued. We have assessed the significance of the inputs of the credit valuation adjustments to the overall valuation of our derivative positions and have determined that
the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy (see Note
11Derivative Instruments and Hedging Activities).

(e) Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less and generally consist of
time deposits with banks and money market funds. The carrying amount of these investments approximates market value.

(f) Receivables and
Concentration of Credit Risk

We provide satellite services and extend credit to numerous customers in the satellite communication,
telecommunications and video markets. To the extent that the credit quality of customers deteriorates, we may have exposure to credit losses. Management monitors its exposure to credit losses and maintains allowances for anticipated losses.
Management believes it has adequate customer collateral and reserves to cover its exposure.

Our allowance for doubtful accounts is
determined through an evaluation of the aging of our accounts receivable, and considers such factors as the likelihood of collection based upon an evaluation of the customers creditworthiness, the customers payment history and other
conditions or circumstances that may affect the likelihood of payment, such as political and economic conditions in the country in which the customer is located. When we have determined that the collection of payments for satellite utilization or
managed services is not reasonably assured at the time the service is provided, we defer recognition of the revenue until such time as



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##### Table of Contents

Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



collection is believed to be reasonably assured or the payment is received. If our estimate of the likelihood of collection differs from actual results, we
may experience lower revenue or an increase in our provision for doubtful accounts.

(g) Satellites and Other Property and Equipment

Satellites and other property and equipment are stated at historical cost, or in the case of certain satellites acquired, the fair
value at the date of acquisition, and consist primarily of the costs of satellite construction and launch, including launch insurance and insurance during the period of in-orbit testing, the net present value of performance incentives expected to be
payable to the satellite manufacturers, costs directly associated with the monitoring and support of satellite construction, and interest costs incurred during the period of satellite construction.

Satellite construction and launch services are generally procured under long-term contracts that provide for payments over the contract periods.
Satellite construction and launch services costs are capitalized to reflect progress toward completion. Capitalizing these costs typically coincides with contract milestone payment schedules. Performance incentives payable in future periods are
dependent on the continued satisfactory performance of the satellites in service. Satellites and other property and equipment are depreciated on a straight-line basis over the following estimated useful lives:



|                                             |  |        
|-------------------------------------------- |  | -------
|                                             |  | Years  
|Buildings and improvements                   |  | 10  40
|Satellites and related costs                 |  | 11  17
|Ground segment equipment and software        |  | 4  15 
|Furniture and fixtures and computer hardware |  | 4  12 
|Leasehold improvements                       |  | 2  12 

(h) Business Combinations

We account for business combinations in accordance with the provisions set forth in SFAS No. 141, Business Combinations(SFAS
No. 141), whereby the tangible and separately identifiable intangible assets acquired and liabilities assumed are recognized at their estimated fair market values at the acquisition date. The portion of the purchase price in excess of the
estimated fair market value of the net tangible and separately identifiable intangible assets acquired represents goodwill. The allocation of the purchase price related to business combinations involves estimates and judgments by our management that
may be adjusted during the allocation period, but in no case beyond one year from the acquisition date, except for pre-acquisition tax contingencies that may be adjusted beyond the allocation period in accordance with EITF Issue No. 93-7,
Uncertainties Related to Income Taxes in a Purchase Business Combination (EITF 93-7). These allocations are made based on managements best estimates and assumptions. In arriving at the fair values of assets acquired and
liabilities assumed, we consider the following generally accepted valuation approaches: the cost approach, income approach, and market approach. Our estimates may also include assumptions about projected growth rates, cost of capital, effective tax
rates, tax amortization periods, technology royalty rates and technology life cycles, the regulatory and legal environment, and industry and economic trends.

(i) Goodwill and Other Intangible Assets

Goodwill. We account for goodwill and other intangible assets in
accordance with SFAS No. 142, Goodwill and Other Intangible Assets (SFAS No. 142). Goodwill represents the excess of acquisition costs over the fair value of the net tangible assets and identifiable intangible assets of
businesses acquired. Goodwill and certain other intangible assets deemed to have indefinite lives are not amortized but are tested on an annual basis for



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##### Table of Contents

Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



impairment during the fourth quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. The
impairment test compares the reporting units carrying value to its fair value and, when appropriate, the carrying value of goodwill is reduced to fair value. See Note 9  Goodwill and Other Intangible Assets.

Other Intangible Assets. Intangible assets arising from business combinations are initially recorded at fair value. Other intangible assets not
arising from business combinations are initially recorded at cost. Intangible assets with determinable lives consist of backlog, customer relationships, and technologies and are amortized based on the expected pattern of consumption. We review other
intangible assets for impairment whenever facts and circumstances indicate that the carrying amounts of those assets may not be recoverable. See Note 9  Goodwill and Other Intangible Assets.

(j) Impairment of Long-Lived Assets

Long-lived assets, including property and equipment and acquired intangible assets with estimable useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. These indicators of impairment can include, but are not limited to, the following:



| |  |  | satellite anomalies, such as a partial or full loss of power;
| | - |  | -------------------------------------------------------------



| |  |  | under-performance of an asset as compared to expectations; and
| | - |  | --------------------------------------------------------------



| |  |  | shortened useful lives due to changes in the way an asset is used or expected to be used.
| | - |  | -----------------------------------------------------------------------------------------

The recoverability of an asset to be held and used is determined by a comparison of the carrying amount of the asset to the estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds its fair
value, determined by either a quoted market price, if any, or a value determined by utilizing a discounted cash flow technique. Additionally, when assets are expected to be used in future periods, a shortened depreciable life may be utilized if
appropriate, resulting in accelerated depreciation. Assets to be disposed of are separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated.

(k) Income Taxes

We account
for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes (SFAS No. 109). Deferred income tax assets and liabilities are determined based on the difference between the consolidated financial
statements and the income tax bases of assets and liabilities and net operating loss and credit carryforwards, using the enacted marginal tax rate.

We are subject to income taxes in the United States as well as a number of other jurisdictions. Significant judgment is required in the calculation of our tax provision and the resultant tax liabilities and in the recoverability of the
deferred tax assets that arise from temporary differences between the tax and financial statement recognition of revenue and expense and net operating loss and credit carryforwards. As part of our financial process, we must assess the likelihood
that our deferred tax assets can be recovered. Under SFAS No. 109, a valuation allowance is required when it is more likely than not that all, or a portion, of the deferred tax asset will not be realized. We evaluate the recoverability of our
deferred tax assets based in part on the existence of deferred tax liabilities that can be used to realize the deferred tax assets.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



During the ordinary course of business, there are many transactions and calculations for which the
ultimate tax determination is uncertain. In accordance with Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes(FIN 48), we evaluate our tax positions to
determine if it is more likely than not that a tax position is sustainable, based solely on its technical merits and presuming the taxing authorities full knowledge of the position and having access to all relevant facts and information. When
a tax position does not meet the more likely than not standard, a liability is recorded for the entire amount of the unrecognized tax benefit. Additionally, for those tax positions that are determined more likely than not to be sustainable, we
measure the tax position at the largest amount of benefit more likely than not (determined by cumulative probability) to be realized upon settlement with the taxing authority.

(l) Debt Financing Costs

We amortize debt financing costs as interest expense over the terms
of the underlying obligations using the effective interest method.

(m) Currency and Exchange Rates

Substantially all customer contracts, capital expenditure contracts and operating expense obligations are denominated in U.S. dollars. Revenues and
expenses of foreign subsidiaries are converted at the average exchange rates in effect during the year. Gains and losses resulting from foreign currency transactions are recorded within the consolidated statement of operations when recognized.
Contracts with customers in Brazil are denominated in Brazilian reais. Transactions in other currencies are converted into U.S. dollars using rates in effect on the dates of the transactions.

(n) Comprehensive Income

SFAS No. 130,
Reporting Comprehensive Income, established standards for the reporting and displaying of comprehensive income and its components. Total comprehensive loss for the periods presented included our net loss, the change in the market value of
available-for-sale securities and certain pension liability adjustments.

(o) Share-Based Compensation

We adopted SFAS No. 123(R), Share-Based Payment (SFAS No. 123(R)), using the modified prospective method as of
January 1, 2006. Under this method, compensation cost is recognized based on the requirements of SFAS No. 123(R) for all share-based awards granted subsequent to January 1, 2006, and for all awards granted, but not vested, prior to
January 1, 2006. The adoption of SFAS No. 123(R) did not have a material impact on our operating results or cash flows during 2006.

(p)
Deferred Satellite Performance Incentives

The cost of satellite construction includes an element of deferred consideration to
satellite manufacturers referred to as satellite performance incentives. We are contractually obligated to make these payments over the lives of the satellites, provided the satellites continue to operate in accordance with contractual
specifications. Historically, the satellite manufacturers have earned substantially all of these payments. Therefore, we account for these payments as deferred financing. We capitalize the net present value of these payments as part of the cost of
the satellites and record a corresponding liability to the satellite manufacturers. Interest expense is recognized on the deferred financing and the liability is accreted upward based on the passage of time and reduced as the payments are made.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



(q) Reclassifications

During the fourth quarter of 2007, in connection with the implementation of a new financial reporting system which was placed in service during 2008, we identified that certain unallocated cost centers were allocated
to direct costs of revenue (exclusive of depreciation and amortization) or selling, general and administrative expense based on a companywide distribution of allocated costs to each of these expense categories. In order to more appropriately align
these unallocated costs between direct costs of revenue (exclusive of depreciation and amortization) and selling, general and administrative expense categories, we revised the allocation methodology based on the primary purpose of each legal entity
(i.e. sales center, teleport or operational, or administrative). The reclassification did not impact our previously reported revenue, total operating expenses, or income (loss) from operations or net loss.

(r) Adoption of Staff Accounting Bulletin

We
adopted the Securities and Exchange Commissions (SEC) Staff Accounting Bulletin No. 108 (SAB 108), Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements, on January 1, 2006. The effect of adopting SAB 108 resulted in a cumulative effect adjustment to our opening 2006 accumulated deficit of approximately $13.1 million, net of tax.

(s) New Accounting Pronouncements

In
September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans (SFAS No. 158). SFAS No. 158 requires companies to recognize in their balance
sheets the funded status of pension and other postretirement benefit plans. Previously unrecognized items under SFAS No. 87, Employers Accounting for Pensions(SFAS No. 87), and SFAS No. 106,Employers Accounting for Postretirement Benefits Other Than Pensions(SFAS No. 106), will now be recognized as a component of accumulated other comprehensive income (loss), net of applicable income tax effects. In
addition, the measurement date (the date at which plan assets and the benefit obligation are measured) is required to be our fiscal year end. As more fully described in Note 5Retirement Plans and Other Retiree Benefits, we adopted the
recognition provisions of SFAS No. 158 effective December 31, 2007, and adopted the measurement date provisions during the first quarter of 2008.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159). This statement permits companies to choose to measure
many financial assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 became effective for us beginning on January 1, 2008. The
adoption of SFAS No. 159 in the first quarter of 2008 did not impact our consolidated financial statements since we have not elected to apply the fair value option to any of our eligible financial instruments.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141(R)). SFAS No. 141(R)
requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, at their fair values as of that date. SFAS No. 141(R) is effective for fiscal years
beginning on or after December 15, 2008. SFAS No. 141(R) is to be applied prospectively, with early adoption prohibited. We will adopt SFAS No. 141(R) upon its effective date as appropriate for any future business combinations.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS
No. 160). SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is
effective for fiscal years beginning on or after December 15, 2008, with early



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



adoption prohibited. SFAS No. 160 is to be applied prospectively except for its presentation and disclosure requirements for existing minority
interests, which require retroactive application. Effective January 1, 2009, we adopted SFAS No. 160, which is applicable to the accounting for our New Dawn joint venture as described in Note 8Investments. We do not expect the
adoption of SFAS No. 160 to have a material impact on our consolidated financial statements.

In February 2008, the FASB issued FASB
Staff Position (FSP) No. FAS 157-2, Effective Date of FASB Statement No. 157,which deferred the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 for certain nonfinancial assets and
liabilities. Examples of nonfinancial assets and liabilities to which the deferral would apply to us include (i) those acquired in a business combination and (ii) goodwill, indefinite-lived intangible assets and long-lived assets measured
at fair value for impairment testing. Effective January 1, 2008, we adopted SFAS No. 157 for financial assets and liabilities recognized at fair value. The partial adoption of SFAS No. 157 for financial assets and liabilities did not
have a material impact on our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities (SFAS No. 161). SFAS No. 161 is intended to improve financial reporting by requiring transparency about the location and amounts of derivative instruments in an entitys
financial statements; how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities(SFAS No. 133); and how derivative instruments
and related hedged items affect an entitys financial position, financial performance and cash flows. SFAS No. 161 is effective for us in the first quarter of 2009.

In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP No. FAS 142-3). FSP
No. FAS 142-3 amends the factors that an entity should consider in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142. FSP No. FAS 142-3 requires an entity to
consider its own historical experience in renewing or extending similar arrangements or, in the absence of that experience, consider the assumptions that market participants would use regarding a renewal or extension, adjusted for entity-specific
factors. The intent of FSP No. FAS 142-3 is to improve consistency between the useful life of a recognized asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R).
Additionally, FSP No. FAS 142-3 requires expanded disclosures regarding an entitys intangible assets. The guidance in FSP No. FAS 142-3 for determining the useful life of a recognized intangible asset is to be applied prospectively to
intangibles acquired after the effective date. The disclosure requirements, however, must be applied prospectively to all intangibles recognized as of, and subsequent to, the effective date. We do not expect the adoption of FSP No. FAS 142-3 to have
a material impact on our consolidated financial statements.

In November 2008, the FASB ratified EITF Issue No. 08-7, Accounting
for Defensive Intangible Assets(EITF 08-7). EITF 08-7 requires that a defensive intangible asset be accounted for as a separate unit of accounting and assigned a useful life which reflects the entitys consumption of the
expected benefits related to that asset. A defensive intangible asset is an acquired intangible asset which the acquirer does not intend to actively use, but intends to hold to prevent others from obtaining access to the asset, excluding intangible
assets that are used in research and development. Under EITF 08-7, an entitys benefit from holding a defensive intangible asset is the direct and indirect cash flows resulting from the entity preventing others from realizing any value from the
intangible assets. The period over which a defensive asset diminishes in fair value can be used as a proxy for the entitys consumption of the expected benefits related to the asset. EITF 08-7 is effective for defensive intangible assets
acquired on or after January 1, 2009. We will adopt EITF 08-7 upon its effective date as appropriate for any future defensive intangible assets acquired.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



In December 2008, the FASB issued FSP No. FAS 132(R)-1, Employers Disclosure about
Postretirement Benefit Plan Assets(FSP No. FAS 132(R)-1), which provides guidance on an employers disclosures of the plan assets of a defined benefit pension plan or other postretirement plans. FSP No. FAS 132(R)-1 requires
employers of public and nonpublic entities to disclose additional information about how investment allocation decisions are made, about major categories of plan assets, including concentration of risk and fair value measurements, and about the fair
value techniques used to measure plan assets. The disclosure requirements of FSP No. FAS 132(R)-1 are effective for us as of December 31, 2009.

Note 3    Acquisitions

(a) New Sponsors Acquisition

On February 4, 2008, Serafina completed its acquisition of 100% of the equity ownership of Intelsat Holdings for total cash consideration of
approximately $5.0 billion, pursuant to the BC Share Purchase Agreement. The former shareholders of Intelsat Holdings (other than management) sold 100% of their equity interests in Intelsat Holdings. Upon closing, management contributed to
Serafina Holdings the portion of their equity interests in Intelsat Holdings not purchased for cash by Serafina in exchange for equity interests in Serafina Holdings (which was renamed Intelsat Global, Ltd. (Intelsat Global) on
February 8, 2008).

In order to finance the New Sponsors Acquisition, Serafina borrowed $4.96 billion in aggregate principal amount of
term loans under a $2.81 billion senior unsecured bridge loan credit agreement, dated as of February 4, 2008 (the Senior Bridge Loan Credit Agreement) and a $2.15 billion senior unsecured payment-in-kind election bridge loan credit
agreement, dated as of February 4, 2008 (the PIK Election Bridge Loan Credit Agreement and, together with the Senior Bridge Loan Credit Agreement, the Bridge Loan Credit Agreements). See Note 10Long-Term Debt.
Serafina Holdings is an entity newly formed by funds controlled by BC Partners Holdings Limited (BC Partners) and certain other investors (collectively, the BCEC Funds). Subsequent to the execution of the BC Share Purchase
Agreement, two investment funds controlled by Silver Lake Partners (Silver Lake) and other equity investors joined the BCEC Funds as the equity sponsors of Serafina Holdings. The BCEC Funds, the Silver Lake funds and the other equity
sponsors are referred to as the New Sponsors and the acquisition of Intelsat Holdings, our indirect parent, referred to as the New Sponsors Acquisition.

Immediately following the New Sponsors Acquisition, Intelsat Bermuda, our direct wholly-owned
subsidiary, transferred certain of its assets (including all of its direct and indirect ownership interests in its subsidiaries) and certain of its liabilities and obligations to a newly formed direct wholly-owned subsidiary, Intelsat Jackson
Holdings, Ltd (Intelsat Jackson), pursuant to an assignment and assumption agreement (the Intelsat Bermuda Transfer). Following the Intelsat Bermuda Transfer, Intelsat Jackson became the owner of substantially all of Intelsat
Bermudas assets and the obligor with respect to substantially all of Intelsat Bermudas liabilities and obligations, and Intelsat Bermuda no longer had any rights or obligations with respect to such assets and liabilities. Immediately
after the consummation of the Intelsat Bermuda Transfer, Serafina assigned certain of its assets and liabilities to Intelsat Bermuda (the Serafina Assignment), including Serafinas rights and obligations under the Bridge Loan Credit
Agreements and a Commitment Letter, dated as of June 19, 2007 among Serafina and certain banks related to the financing of the New Sponsors Acquisition, as amended by the Commitment Letter Amendment, dated as of February 7, 2008 (the
Financing Commitment Letter). In addition, our subsidiaries, Intelsat Sub Holdco and Intelsat Corp, entered into amendments to their existing credit agreements, and Intelsat Corp entered into a joinder agreement to its existing credit
agreement, to facilitate the New Sponsors Acquisition. In connection with the New Sponsors Acquisition, on February 7, 2008, Intelsat Jackson redeemed pursuant to their terms all $260.0 million of its outstanding Floating Rate Senior Notes due
2013 and all $600.0 million of its outstanding Floating Rate Senior Notes due 2015, and on March 6, 2008, Intelsat, Ltd. redeemed pursuant to their terms all $400.0 million of its outstanding 51/4% Senior Notes due 2008. The New Sponsors Acquisition and the transactions described above are collectively referred to as the New Sponsors Acquisition Transactions.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Immediately upon the closing of the New Sponsors Acquisition, the Intelsat Bermuda and Intelsat Sub
Holdco monitoring fee agreements with the Former Sponsors were terminated. Intelsat Bermuda entered into a new monitoring fee agreement (the 2008 MFA) with BC Partners and Silver Lake Management Company III, L.L.C. (together, the
2008 MFA parties), pursuant to which the 2008 MFA parties provide certain monitoring, advisory and consulting services to Intelsat Bermuda.

The New Sponsors Acquisition was accounted for by Intelsat Holdings under the purchase method of accounting in accordance with SFAS No. 141. As a result, the purchase price was allocated to the assets acquired
and liabilities assumed based on their estimated fair market values at the date of acquisition. In accordance with Topic 5J of the codified SEC Staff Accounting Bulletins, the purchase accounting adjustments have been pushed down and
recorded in our consolidated financial statements, which resulted in a new basis of accounting for the successor period beginning after the consummation of the New Sponsors Acquisition. Determining fair values of the assets acquired and
liabilities assumed required us to make significant estimates and assumptions. In order to develop estimates of fair values of the assets acquired and liabilities assumed, we considered the following generally accepted valuation approaches: the cost
approach, the income approach and the market approach. Our estimates included assumptions about projected growth rates, cost of capital, effective tax rates, tax amortization periods, technology royalty rates and technology life cycles, the
regulatory and legal environment, and industry and economic trends. While we believe that the estimates and assumptions underlying the valuation methodologies were reasonable, different assumptions could have resulted in different market values. The
purchase price allocation was finalized during the period ended December 31, 2008.

The purchase price was calculated as follows (in
thousands):



|                                             |  |   |          
|-------------------------------------------- |  | - | ---------
|Cash paid                                    |  | $ | 5,023,677
|Transaction costs                            |  |   | 17,288   
|                                             |  |   |          
|Purchase price                               |  |   | 5,040,965
|Net liabilities of Intelsat Holdings assumed |  |   | 14,827   
|                                             |  |   |          
|Purchase price allocated to Intelsat, Ltd.   |  | $ | 5,055,792
|                                             |  |   |          



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



A reconciliation of the purchase price adjustments recorded in connection with the New Sponsors
Acquisition, including the effects of the push-down accounting and the Serafina Assignment, is presented below (in thousands):



|                                                     |  |                       |            |   |                        |   |           |                      |  |   |            |    
|---------------------------------------------------- |  | --------------------- | ---------- | - | ---------------------- | - | --------- | -------------------- |  | - | ---------- | ---
|                                                     |  | Predecessor Entity    |            |   |                        |   |           | Successor Entity     | 
|                                                     |  | As of January 31,2008 |            |   | TransactionAdjustments |   |           | As ofFebruary 1,2008 | 
|ASSETS                                               |  |                       |            |   |                        |   |           |                      |  |   |            |    
|Current assets                                       |  | $                     | 838,890    |   |                        | $ | 1,105,592 | (1)                  |  | $ | 1,944,482  |    
|Satellites and other property and equipment, net     |  |                       | 4,551,599  |   |                        |   | 1,022,788 |                      |  |   | 5,574,387  |    
|Goodwill                                             |  |                       | 3,900,193  |   |                        |   | 2,874,141 |                      |  |   | 6,774,334  | (3)
|Non-amortizable intangible assets                    |  |                       | 1,676,600  |   |                        |   | 1,607,400 |                      |  |   | 3,284,000  |    
|Amortizable intangible assets, net                   |  |                       | 683,697    |   |                        |   | 596,793   |                      |  |   | 1,280,490  |    
|Other assets                                         |  |                       | 351,909    |   |                        |   | 97,272    | (2)                  |  |   | 449,181    |    
|                                                     |  |                       |            |   |                        |   |           |                      |  |   |            |    
|Total assets                                         |  | $                     | 12,002,888 |   |                        | $ | 7,303,986 |                      |  | $ | 19,306,874 |    
|                                                     |  |                       |            |   |                        |   |           |                      |  |   |            |    
|LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)       |  |                       |            |   |                        |   |           |                      |  |   |            |    
|Current portion of long-term debt                    |  | $                     | 85,515     |   |                        | $ |          |                      |  | $ | 85,515     |    
|Other current liabilities                            |  |                       | 622,081    |   |                        |   | (109,940  | )(2)                 |  |   | 512,141    |    
|                                                     |  |                       |            |   |                        |   |           |                      |  |   |            |    
|Total current liabilities                            |  |                       | 707,596    |   |                        |   | (109,940  | )                    |  |   | 597,656    |    
|Long-term debt, net of current portion               |  |                       | 11,163,972 |   |                        |   | 4,762,516 | (2)                  |  |   | 15,926,488 |    
|Deferred income taxes                                |  |                       | 400,832    |   |                        |   | 331,735   |                      |  |   | 732,567    |    
|Other non-current liabilities                        |  |                       | 569,033    |   |                        |   | 27,858    |                      |  |   | 596,891    |    
|                                                     |  |                       |            |   |                        |   |           |                      |  |   |            |    
|Total liabilities                                    |  |                       | 12,841,433 |   |                        |   | 5,012,169 |                      |  |   | 17,853,602 |    
|Total shareholders equity (deficit)                 |  |                       | (838,545   | ) |                        |   | 2,291,817 |                      |  |   | 1,453,272  |    
|                                                     |  |                       |            |   |                        |   |           |                      |  |   |            |    
|Total liabilities and shareholders equity (deficit) |  | $                     | 12,002,888 |   |                        | $ | 7,303,986 |                      |  | $ | 19,306,874 |    
|                                                     |  |                       |            |   |                        |   |           |                      |  |   |            |    



|(1) | Includes $1.1 billion in cash received upon consummation of the New Sponsors Acquisition Transactions.
|--- | ------------------------------------------------------------------------------------------------------

|(2) | Includes the effects of the Serafina Assignment.
|--- | ------------------------------------------------

|(3) | Goodwill arising from the New Sponsors Acquisition is not deductible for tax purposes.
|--- | --------------------------------------------------------------------------------------

In connection with the completion of the New Sponsors Acquisition Transactions, we recorded $313.1 million of transaction costs within restructuring and transaction costs in our consolidated statements of operations
during the predecessor period January 1, 2008 to January 31, 2008. These costs included $197.2 million of costs associated with the repurchase or cancellation of restricted shares and share-based compensation arrangements
(SCAs) of Intelsat Holdings, an advisory service fee of $60.0 million paid to the 2008 MFA parties, and $55.3 million in professional fees.

(b) The PanAmSat Acquisition Transactions

On July 3, 2006, Intelsat Bermuda completed the acquisition of
PanAmSat Holdco. We acquired PanAmSat Holdco to expand our global satellite fleet, to rationalize our fleet and ground infrastructure, and to enhance service offerings to our customers. Pursuant to the Merger Agreement, the stockholders of PanAmSat
Holdco received $25.00 per common share, plus approximately $0.00927 as the pro rata share of undeclared regular quarterly dividends, in cash. As part of this transaction, approximately $3.2 billion in existing debt of PanAmSat Holdco and its
subsidiaries was either refinanced or remained outstanding.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



In addition, on July 3, 2006, we incurred
substantial debt to finance this acquisition, including $260.0 million principal amount of Floating Rate Senior Notes due 2013, $1.3 billion principal amount of 111/4% Senior Notes due 2016 and $750.0 million principal amount of 91/4%
Senior Notes due 2016, issued by Intelsat Bermuda; $575.0 million principal amount of 9% Senior Notes due 2016 issued by Intelsat Corp; and a borrowing by Intelsat Bermuda under a new $600.0 million senior unsecured credit facility (the
Senior Unsecured Bridge Loan). On July 3, 2006, Intelsat Sub Holdco also terminated its prior senior secured credit facilities and entered into new senior secured credit facilities under a credit agreement (the Sub Holdco
Credit Agreement), and Intelsat Corp amended and restated its senior secured credit facilities under a credit agreement (the Intelsat Corp Amended and Restated Credit Agreement) to change certain of the terms thereunder. These
transactions and the Merger Transaction are collectively referred to as the PanAmSat Acquisition Transactions.

Following
consummation of the PanAmSat Acquisition Transactions, Intelsat General Corporation, a wholly-owned indirect subsidiary of Intelsat Sub Holdco, acquired G2 Satellite Solutions Corporation, a subsidiary of Intelsat Corporation that constituted the
government services business of Intelsat Corp, for cash consideration in the amount of $73.0 million. Also, substantially all of the employees of Intelsat Global Service Corporation (IGSC) an indirect subsidiary of Intelsat Bermuda,
were transferred to Intelsat Corp pursuant to an employee transfer agreement. In addition, substantially all of the direct and indirect subsidiaries of Intelsat Holdings entered into a master intercompany services agreement (MISA)
pursuant to which these entities provide services to each other. In each case, services are provided on terms that are not materially less favorable to each party than are available on an arms length basis and on terms that the relevant boards
of directors have determined to be fair.

The PanAmSat Acquisition Transactions were accounted for under the purchase method of accounting.
An allocation of the purchase price for the PanAmSat Acquisition Transactions was performed using information then available and was based on estimates of fair values of the assets acquired and liabilities assumed in connection with the PanAmSat
Acquisition Transactions. Goodwill arising in connection with the PanAmSat Acquisition Transactions was $3.8 billion, none of which was deductible for tax purposes.

The PanAmSat Acquisition Transactions included the payment of a substantial portion of the cash purchase price paid to the PanAmSat Holdco shareholders by PanAmSat Holdco and Intelsat Corp.

Note 4    Share-Based Compensation

(a)
2001 and 2004 Share Plans

Prior to January 28, 2005, we had two share-based employee compensation plans, the 2001 Share Option
Plan (the 2001 Plan) and the 2004 Share Incentive Plan (the 2004 Plan and collectively the Plans). These Plans provided for the granting of stock options, stock appreciation rights, performance awards, restricted
stock awards and other stock unit awards to eligible employees and directors. Options granted under both Plans had an exercise price equal to the estimated fair value of the underlying ordinary shares on the date of grant and options awarded
generally vested over three years.

At the closing of our acquisition by Intelsat Holdings on January 28, 2005 (together with related
transactions, the 2005 Acquisition Transactions), all outstanding awards under the 2001 Plan vested, in the money awards were cashed out, and all other awards were cancelled. All outstanding awards made under the 2004 Plan were cancelled
and unvested awards were converted into deferred compensation accounts. The opening balance for each deferred compensation account was the excess of $18.75 per share over the exercise price of the relevant award made under the 2004 Plan. Generally,
deferred compensation plus interest was payable to employees in accordance with vesting schedules in the original 2004 Plan awards, and unvested amounts were forfeited upon employee termination. Following the conversion to deferred compensation, we



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



recorded compensation expense over the vesting period, including $4.2 million and $1.5 million for the predecessor periods ended December 31, 2006 and
2007, respectively. No expenses were recorded during the predecessor period January 1, 2008 to January 31, 2008 or the successor period February 1, 2008 to December 31, 2008 as all amounts were fully vested as of June 2007.

(b) 2005 Share Plan

The board
of directors of Intelsat Holdings adopted the Intelsat Holdings, Ltd. 2005 Share Incentive Plan (the 2005 Share Plan) with an effective date of January 28, 2005, pursuant to which up to 1,300,000 ordinary shares were reserved for
grants to employees and directors of Intelsat Holdings and its direct and indirect subsidiaries. The 2005 Share Plan permitted granting of awards in the form of incentive share options, nonqualified share options, restricted shares, restricted share
units, share appreciation rights, phantom shares and performance awards. In conjunction with the 2005 Acquisition Transactions, 928,978 restricted shares were awarded, of which 725,282 were awarded to executive officers under employment agreements.
These shares were subject to transfer, vesting and other restrictions as set forth in the applicable employment agreements. A portion of these restricted shares generally vested over 60 months, subject to the executives continued employment
with Intelsat. The vesting of certain of the shares awarded was also subject to the meeting of certain performance criteria similar in nature to the performance criteria described below.

The remaining restricted shares that were awarded were to other employees pursuant to restricted share agreements. These restricted share agreements
included transfer and other restrictions, and provide for vesting principally as follows: 50% of the shares awarded were time vesting shares, with 7/60 of the time vesting shares vesting on August 1, 2005 and the remainder of the time vesting
shares vesting in fifty-three equal monthly installments of 1/60 of the shares per month beginning September 1, 2005; and the remaining 50% of such restricted shares awarded were performance shares that were to vest if and when, prior to the
eighth anniversary of January 28, 2005, the Investors, as defined in the 2005 Share Plan, received a cumulative total return between 2.5 to 3 times the amounts invested by the Investors. Outstanding performance shares not vested by the eighth
anniversary of their award would have been forfeited.

Recipients of awards who terminated employment with Intelsat Holdings or its
subsidiaries would forfeit unvested shares awarded, except that performance shares would have remained outstanding for 180 days and would have vested if performance vesting criteria were met within 180 days following termination without cause.
Additionally, the restricted share agreements had certain repurchase features which provided that if an employee were terminated without cause or upon death or disability, Intelsat Holdings had the right for two years to repurchase any vested shares
at fair value as determined on the termination date. In the event an employee resigned, Intelsat Holdings repurchase right for vested shares would have been at a price equal to the lesser of fair value or $2.15 per share.

Prior to the completion of the New Sponsors Acquisition, we had determined that the fair value of a restricted share was limited to $2.15 unless it was
probable that an employee would be terminated without cause. We recorded compensation expense for the time vesting restricted shares over the five-year vesting period based on the intrinsic value (which equaled fair value) at the date of the grant
of $2.15 per share. Since awards made consisted of shares of our parent, Intelsat Holdings, compensation costs for vested awards and the cost to repurchase shares were reflected as capital contributions in the form of liabilities assumed by
parent in our consolidated financial statements. Due to certain repurchase features in the 2005 Share Plan, the restricted share grants were classified as a liability of Intelsat Holdings. We recognized $0.2 million, and $0.1 million as
compensation expense for these restricted share grants for the years ended December 31, 2006 and 2007, respectively. No compensation expense was recorded for performance vesting shares as of December 31, 2007 since it was not probable that
the performance criteria would be met.



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##### Table of Contents

Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Upon consummation of the New Sponsors Acquisition on February 4, 2008, all outstanding
restricted performance shares under the 2005 Share Plan vested. Vested restricted shares (including time and performance vesting shares) were purchased at approximately $400 per share (the per share price specified in the BC Share Purchase
Agreement). In connection with the vesting of these awards upon the consummation of the acquisition, we recorded compensation expense of $148.9 million in the predecessor period January 1, 2008 to January 31, 2008. In connection with
the New Sponsors Acquisition, each unvested restricted share of Intelsat Holdings was exchanged for approximately four unvested restricted shares of Intelsat Global (exchange shares) and the exchange shares continue to be classified as a
liability of Intelsat Global due to certain repurchase features in the 2005 Share Plan. In addition, the vesting periods associated with the unvested Intelsat Holdings restricted shares continued. During the successor period February 1, 2008 to
December 31, 2008, we recorded compensation expense of approximately $0.1 million related to the exchange shares (see Note 3(a)AcquisitionsNew Sponsors Acquisition).

A summary of the status of Intelsat Holdings non-vested restricted shares as of January 31, 2008, and the changes during the years ended
December 31, 2006 and 2007 and the period January 1, 2008 to January 31, 2008, is set forth below:



|                                                        |  |                  |   |  |                                       |     
|------------------------------------------------------- |  | ---------------- | - |  | ------------------------------------- | ----
|                                                        |  | Number of Shares |   |  | Weighted AverageGrant Date Fair Value
|Restricted shares:                                      |  |                  |   |  |                                       |     
|Non-vested restricted shares at December 31, 2005       |  | 823,509          |   |  | $                                     | 2.15
|Restricted shares forfeited                             |  | (352,779         | ) |  | $                                     | 2.15
|Vested                                                  |  | (57,247          | ) |  | $                                     | 2.15
|                                                        |  |                  |   |  |                                       |     
|Total non-vested restricted shares at December 31, 2006 |  | 413,483          |   |  | $                                     | 2.15
|Restricted shares forfeited                             |  | (41,177          | ) |  | $                                     | 2.15
|Vested                                                  |  | (38,161          | ) |  | $                                     | 2.15
|                                                        |  |                  |   |  |                                       |     
|Total non-vested restricted shares at December 31, 2007 |  | 334,145          |   |  | $                                     | 2.15
|Vested                                                  |  | (260,720         | ) |  | $                                     | 2.15
|                                                        |  |                  |   |  |                                       |     
|Total non-vested restricted shares at January 31, 2008  |  | 73,425           |   |  | $                                     | 2.15
|                                                        |  |                  |   |  |                                       |     

A summary of the changes in Intelsat Globals non-vested restricted shares during the
successor period February 1, 2008 to December 31, 2008 is set forth below:



|                                                                |  |                  |   |  |                                      |     
|--------------------------------------------------------------- |  | ---------------- | - |  | ------------------------------------ | ----
|                                                                |  | Number of Shares |   |  | Weighted-AverageGrant-DateFair Value
|Restricted shares:                                              |  |                  |   |  |                                      |     
|Non-vested restricted shares outstanding as of February 1, 2008 |  | 293,926          |   |  | $                                    | 0.54
|Restricted shares forfeited and repurchased at par value        |  | (2,250           | ) |  | $                                    | 0.54
|Vested                                                          |  | (132,657         | ) |  | $                                    | 0.54
|                                                                |  |                  |   |  |                                      |     
|Total non-vested restricted shares at December 31, 2008         |  | 159,019          |   |  | $                                    | 0.54
|                                                                |  |                  |   |  |                                      |     

The non-vested restricted shares had a remaining weighted average vesting period of 13 months.

(c) Share-Based Compensation Arrangements Under the 2005 Share Plan

During 2006 and 2007, Intelsat Holdings entered into SCAs with selected employees of Intelsat Holdings and its direct and indirect subsidiaries under the
2005 Share Plan, which would permit such employees to purchase Intelsat Holdings common shares. These SCAs vested over time and were subject to continued



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##### Table of Contents

Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



employment through each applicable vesting date. The vesting of these SCAs was to accelerate in the event of the occurrence of both a change in control and a
termination without cause (each as defined in the 2005 Share Plan) of the relevant employee.

Any common shares held by employees as a
result of the exercise of SCAs could be repurchased by Intelsat Holdings, and any outstanding but unexercised SCAs could be cancelled, at any time after termination of employment. Shares issued as a result of the exercise of SCAs could be
repurchased at the lesser of fair market value and the exercise price in the event of voluntary termination by the employee and other defined circumstances. Since these repurchase features enabled Intelsat Holdings to recover the shares without
transferring any appreciation in value if the employee were to terminate voluntarily, the SCAs were not deemed to be granted under SFAS No. 123(R). The repurchase features provided that if an employee were to be terminated without cause or upon
death or disability, Intelsat Holdings would have the right for two years to repurchase any vested shares at fair value as determined on the termination date.

In connection with the PanAmSat Acquisition Transactions, two executives of Intelsat Corp prior to July 3, 2006 who held options to purchase common stock of PanAmSat Holdco rolled over such options by entering
into SCAs to purchase Intelsat Holdings common shares. While the rollover adjusted the exercise price and number of applicable shares covered, the vesting period associated with the previous PanAmSat Holdco stock options continued, and the SCAs were
to vest in annual installments through August 2009. In the case of one of the executives, the SCA was deemed a grant of options to purchase Intelsat Holdings common shares under SFAS No. 123(R).

We also granted 54,702 new SCAs to one of the executives at an exercise price of $243 per share and 9,174 rollover options at an exercise price of $25
per share. These options had a weighted-average fair value at the date of grant of $9.9 million, of which $2.5 million and $5.0 million were recorded as compensation expense during the predecessor period ended December 31, 2006 and 2007,
respectively. The fair value of the options was determined using the Black-Scholes option pricing model, and our assumptions including a five-year term, volatility of 65.1% (based on industry competitors), a risk-free interest rate of 5.08%, no
dividend yield and a fair value of Intelsat Holdings shares of $243 per share.

In connection with the New Sponsors Acquisition,
vesting in SCAs issued under the 2005 Share Plan doubled at consummation of the transaction if the awardee was still employed on February 4, 2008. The vested SCAs were cancelled in return for cash in an amount equal to the excess of
approximately $400 (the per share price of the transaction) over the exercise price of each share covered. In connection with the vesting and cancellation of these awards, we recorded expense of $47.6 million in the predecessor period
January 1, 2008 to January 31, 2008. The remaining unvested SCAs were rolled over into new options of Intelsat Global, but continue to be subject to the same repurchase feature as discussed above and thus continue to be deemed not granted
under SFAS No. 123(R). During the successor period February 1, 2008 to December 31, 2008, 46,787 options were cancelled in return for cash and $3.1 million of expense was recognized.

(d) Deferred Compensation Plan and Supplemental Savings Plan

Prior to the PanAmSat Acquisition Transactions, Intelsat Corp had a Deferred Compensation Plan and a Supplemental Savings Plan for eligible employees. Under both plans, executives and other highly compensated
employees were entitled to defer a portion of their compensation to future years. In connection with the PanAmSat Acquisition Transactions, Intelsat Corp terminated both the Supplemental Savings Plan and the Deferred Compensation Plan immediately
before the closing of the PanAmSat Acquisition Transactions on July 3, 2006. The remaining payments of $6.2 million were made to participants of the plans in the first quarter of 2007. There was no remaining liability under either plan as of
December 31, 2008.



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##### Table of Contents

Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



(e) Intelsat Deferred Compensation Plan

Following completion of the PanAmSat Acquisition Transactions, substantially all of the employees of IGSC were transferred to us pursuant to an employee
transfer agreement. In addition, we assumed responsibility for the existing deferred compensation plan awards granted to the IGSC employees under a plan known as the 2004 Plan. The 2004 Plan was cancelled in January 2005 and all unvested awards were
converted into deferred compensation accounts. Deferred compensation plus interest is payable to employees in accordance with vesting schedules in the original 2004 Plan awards, which fully vested in June 2007. We recorded compensation expense over
the remaining vesting period following the conversion to deferred compensation. We recorded compensation expense of $1.6 million and $1.2 million for the period ended December 31, 2006 and 2007, respectively. As of December 31, 2007, all
deferred compensation amounts were paid and there was no remaining liability to be paid.

Note 5    Retirement Plans and Other
Retiree Benefits

(a) Pension and Other Postretirement Benefits

Intelsat maintains a noncontributory defined benefit retirement plan covering substantially all employees hired prior to July 19, 2001. The cost of
providing benefits to eligible participants under the defined benefit retirement plan is calculated using the plans benefit formulas, which take into account the participants remuneration, dates of hire, years of eligible service, and
certain actuarial assumptions. Effective January 1, 2006, certain cost-of-living adjustments and surviving spouse benefits that are attributable to pre-2002 accrued benefits, as defined, are limited to compensation earned through
December 31, 2005; benefits accrued after December 31, 2005 are not taken into account in determining a surviving childs death benefit (as defined in the plan), and transfers into the plan from Intelsats Supplement Retirement
Income Plan (the SRIP) are subject to certain limitations. Intelsat has historically funded the defined benefit retirement plan based on actuarial advice using the projected unit credit cost method.

Concurrent with Intelsats privatization in 2001, the defined benefit retirement plan became subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended. Intelsat expects that its future contributions to the defined benefit retirement plan will be based on the minimum funding requirements of the Internal Revenue Code and on the plans funded status.

Recent market conditions have resulted in an unusually high degree of volatility and increased risks related to the short-term liquidity
of certain investments held by our defined benefit plan, which could impact the value of the plan assets after the date of these consolidated financial statements. Additionally, any significant decline in the fair value of our defined benefit
pension plan assets could affect its funded status. The impact on the funded status as of October 1, the plans annual measurement date, will be determined based upon market conditions in effect when we complete our annual valuation. Based on
these criteria, we were not required to make additional contributions in 2008 to the defined benefit retirement plan, and we currently expect that we will be required to make an additional contribution of up to $6 million during 2009. As a result of
the recent decline in value of our pension assets, we currently anticipate significant increased funding in future years.

In addition, as
part of the overall medical plan, Intelsat provides postretirement medical benefits to certain current retirees, as well as to employees hired prior to January 1, 2004 who meet certain criteria. The program to provide these postretirement
medical benefits is unfunded, and the cost of this program is calculated based on the level of benefits provided, years of service and certain other factors. Effective January 1, 2006, we amended our postretirement medical benefits program to
provide retiree medical benefits only to employees who remain continuously employed by us until retirement, who are enrolled in our medical plan at retirement, and who met all of the following requirements as of December 31, 2005: they were at
least age 45, had completed at least five years of service, and had age plus years of service greater than or equal to 60.



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##### Table of Contents

Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Adoption of SFAS No. 158. Intelsats defined benefit pension and postretirement
benefit plans are accounted for in accordance with SFAS No. 87, SFAS No. 88, Employers Accounting for Settlements and Curtailments of Deferred Benefit Pension Plans and for Termination Benefits,SFAS No. 106, SFAS
No. 112, Employers Accounting for Postemployment Benefits and SFAS No. 158. We adopted the provision of SFAS No. 158 to recognize the overfunded or underfunded status of defined benefit and postretirement plans as an
asset or liability in the consolidated statement of financial condition at December 31, 2007. Accordingly, we recorded a charge of $12.2 million ($7.8 million net of tax) to accumulated other comprehensive income (loss).

Effective December 31, 2008, SFAS No. 158 also requires an employer to measure defined benefit plan assets and obligations as of the date of
the employers fiscal year-end. We previously performed this measurement at September 30 of each year. On January 1, 2008, we adopted the measurement date provision of SFAS No. 158 under the alternative transition method,
utilizing a 15-month model for transition. Accordingly, we used our September 30, 2007 valuation to project 15 months of net periodic benefit cost and recognized three-fifteenths, or $0.4 million (net of tax), of such costs as an adjustment to
accumulated deficit in January 2008.

Included in accumulated other comprehensive loss at December 31, 2008 are the following amounts
that have not yet been recognized in net periodic pension cost: unrecognized prior service credits of $1.6 million ($1.0 million, net of tax) and unrecognized actuarial losses of $108.6 million ($68.8 million, net of tax). The prior service credits
included in accumulated other comprehensive loss and expected to be recognized in net periodic pension cost during the year ending December 31, 2009 are $0.2 million ($0.1 million, net of tax).



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##### Table of Contents

Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Reconciliation of Funded Status and Accumulated Benefit Obligation.Expenses for our defined
benefit pension plan and for postretirement medical benefits that are provided under our medical plan are developed from actuarial valuations. The following summarizes the projected benefit obligations, plan assets and funded status of the defined
benefit pension plan, as well as the projected benefit obligations of the postretirement medical benefits provided under our medical plan (in thousands).



|                                           |  |                                         |         |   |                                        |   |         |                 |  |   |                              |   |  |   |         |  
|------------------------------------------ |  | --------------------------------------- | ------- | - | -------------------------------------- | - | ------- | --------------- |  | - | ---------------------------- | - |  | - | ------- | -
|                                           |  | 12 Month Period EndedSeptember 30, 2007 |         |   | 15 Month Period EndedDecember 31, 2008 |  
|                                           |  | PensionBenefits                         |         |   | OtherPost-retirementBenefits           |   |         | PensionBenefits |  |   | OtherPost-retirementBenefits |  
|Change in benefit obligation               |  |                                         |         |   |                                        |   |         |                 |  |   |                              |   |  |   |         |  
|Benefit obligation at beginning of period  |  | $                                       | 321,719 |   |                                        | $ | 75,683  |                 |  | $ | 321,893                      |   |  | $ | 76,763  |  
|Service cost                               |  |                                         | 3,236   |   |                                        |   | 1,576   |                 |  |   | 3,145                        |   |  |   | 1,183   |  
|Interest cost                              |  |                                         | 17,758  |   |                                        |   | 4,240   |                 |  |   | 25,053                       |   |  |   | 6,118   |  
|Employee contributions                     |  |                                         |        |   |                                        |   | 375     |                 |  |   |                             |   |  |   | 544     |  
|Benefits paid                              |  |                                         | (27,567 | ) |                                        |   | (5,689  | )               |  |   | (31,459                      | ) |  |   | (4,440  | )
|Plan amendments                            |  |                                         |        |   |                                        |   | 1,940   |                 |  |   | (1,645                       | ) |  |   |        |  
|Curtailment                                |  |                                         | 1,331   |   |                                        |   | (81     | )               |  |   |                             |   |  |   |        |  
|Actuarial (gain) loss                      |  |                                         | 5,416   |   |                                        |   | (1,281  | )               |  |   | 24,726                       |   |  |   | (1,873  | )
|                                           |  |                                         |         |   |                                        |   |         |                 |  |   |                              |   |  |   |         |  
|Benefit obligation at end of period        |  | $                                       | 321,893 |   |                                        | $ | 76,763  |                 |  | $ | 341,713                      |   |  | $ | 78,295  |  
|                                           |  |                                         |         |   |                                        |   |         |                 |  |   |                              |   |  |   |         |  
|Change in plan assets                      |  |                                         |         |   |                                        |   |         |                 |  |   |                              |   |  |   |         |  
|Plan assets at beginning of period         |  | $                                       | 297,816 |   |                                        | $ |        |                 |  | $ | 311,379                      |   |  | $ |        |  
|Employer contributions                     |  |                                         | 564     |   |                                        |   | 5,315   |                 |  |   | 1,120                        |   |  |   | 3,896   |  
|Employee contributions                     |  |                                         |        |   |                                        |   | 374     |                 |  |   |                             |   |  |   | 544     |  
|Actual return on plan assets               |  |                                         | 40,566  |   |                                        |   |        |                 |  |   | (99,658                      | ) |  |   |        |  
|Benefits paid                              |  |                                         | (27,567 | ) |                                        |   | (5,689  | )               |  |   | (31,459                      | ) |  |   | (4,440  | )
|                                           |  |                                         |         |   |                                        |   |         |                 |  |   |                              |   |  |   |         |  
|Plan assets at fair value at end of period |  | $                                       | 311,379 |   |                                        | $ |        |                 |  | $ | 181,382                      |   |  | $ |        |  
|                                           |  |                                         |         |   |                                        |   |         |                 |  |   |                              |   |  |   |         |  
|Funded status of the plans                 |  |                                         |         |   |                                        |   |         |                 |  |   |                              |   |  |   |         |  
|Funded status of the plans                 |  | $                                       | (10,514 | ) |                                        | $ | (76,763 | )               |  | $ | (160,331                     | ) |  | $ | (78,295 | )
|Contributions to the plans                 |  |                                         | 362     |   |                                        |   | 855     |                 |  |   |                             |   |  |   |        |  
|                                           |  |                                         |         |   |                                        |   |         |                 |  |   |                              |   |  |   |         |  
|Accrued benefits costs                     |  | $                                       | (10,152 | ) |                                        | $ | (75,908 | )               |  | $ | (160,331                     | ) |  | $ | (78,295 | )
|                                           |  |                                         |         |   |                                        |   |         |                 |  |   |                              |   |  |   |         |  
|Accumulated benefit obligation             |  | $                                       | 312,298 |   |                                        |   |         |                 |  | $ | 331,114                      |   |  |   |         |  
|                                           |  |                                         |         |   |                                        |   |         |                 |  |   |                              |   |  |   |         |  
|Discount rate                              |  |                                         | 6.27    | % |                                        |   | 6.26    | %               |  |   | 6.31                         | % |  |   | 6.35    | %
|Expected rate of return on plan assets     |  |                                         | 8.5     | % |                                        |   |        |                 |  |   | 8.5                          | % |  |   |        |  
|Rate of compensation increase              |  |                                         | 3.5     | % |                                        |   |        |                 |  |   | 3.5                          | % |  |   |        |  

Yield curves matching our benefit obligations were derived from monthly bid-price bond data
including corporate bonds and excluding bonds that are callable, make-whole, sinkable and putable as well as those for which the quoted yield-to-maturity is zero. Using this bond universe, regression analysis is used to identify the best-fitting
regression curve that links yield-to-maturity providing match to data for both long and short maturities. The resulting regressed coupon yield curve is smoothly continuous along its entire length and represents an unbiased average of the observed
market data and takes into account all information for both a single maturity and across all maturities.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Interest rates used in these valuations are key assumptions, including discount rates used in
determining the present value of future benefit payments and expected return on plan assets, which are reviewed and updated on an annual basis. The discount rates reflect market rates for high-quality corporate bonds. We consider current market
conditions, including changes in interest rates, in making assumptions. In establishing the expected return on assets assumption, we review the asset allocations considering plan maturity and develop return assumptions based on different asset
classes. The return assumptions are established after reviewing historical returns of broader market indexes, as well as historical performance of the investments in the plan. Our pension plan assets are managed in accordance with an investment
policy adopted by the pension committee. The investment policy currently includes target allocation percentages of approximately 65% for investments in equity securities and 35% for investments in fixed income securities. There are restrictions on
investment managers to prevent the concentration of investments in the securities of any one company or industry, the purchase of tax-exempt securities, direct investments in commodities and short sales and to impose other restrictions.

Plan assets include investments in equity and bond funds, U.S. government securities and liquid reserve funds. The asset allocation of the pension
plan assets at September 30, 2007 and December 31, 2008 was as follows:



|                  |  |      |   |  |      |  
|----------------- |  | ---- | - |  | ---- | -
|                  |  | 2007 |   |  | 2008 |  
|Asset Category    |  |      |   |  |      |  
|Equity securities |  | 64   | % |  | 59   | %
|Debt securities   |  | 36   | % |  | 41   | %
|                  |  |      |   |  |      |  
|Total             |  | 100  | % |  | 100  | %
|                  |  |      |   |  |      |  

We have accrued benefit costs at December 31, 2008 related to the pension benefits of $160.3
million of which $0.6 million is recorded within other current liabilities and $159.7 million in other long-term liabilities, and accrued benefit costs at December 31, 2008 related to the other postretirement benefits of $78.3 million of which
$3.9 million was recorded in other current liabilities and $74.4 million was recorded in other long-term liabilities.

Net periodic pension
benefit costs included the following components (in thousands):



|                                                |  |                            |         |   |                            |   |                  |                                         |  |   |        |   |                                           |  |  |   |         |  
|----------------------------------------------- |  | -------------------------- | ------- | - | -------------------------- | - | ---------------- | --------------------------------------- |  | - | ------ | - | ----------------------------------------- |  |  | - | ------- | -
|                                                |  | Predecessor Entity         |         |   |                            |   | Successor Entity |                                        
|                                                |  | Year EndedDecember 31,2006 |         |   | Year EndedDecember 31,2007 |   |                  | PeriodJanuary 1, 2008to January 31,2008 |  |   |        |   | PeriodFebruary 1, 2008to December 31,2008 | 
|Service cost                                    |  | $                          | 4,078   |   |                            | $ | 3,236            |                                         |  | $ | 217    |   |                                           |  |  | $ | 2,277   |  
|Interest cost                                   |  |                            | 18,812  |   |                            |   | 17,758           |                                         |  |   | 1,621  |   |                                           |  |  |   | 18,569  |  
|Expected return on plan assets                  |  |                            | (24,591 | ) |                            |   | (23,558          | )                                       |  |   | (2,014 | ) |                                           |  |  |   | (21,175 | )
|Amortization of unrecognized prior service cost |  |                            | (294    | ) |                            |   | (391             | )                                       |  |   | (26    | ) |                                           |  |  |   |        |  
|Amortization of unrecognized net loss           |  |                            |        |   |                            |   |                 |                                         |  |   | 18     |   |                                           |  |  |   |        |  
|                                                |  |                            |         |   |                            |   |                  |                                         |  |   |        |   |                                           |  |  |   |         |  
|Total benefit                                   |  |                            | (1,995  | ) |                            |   | (2,955           | )                                       |  |   | (184   | ) |                                           |  |  |   | (329    | )
|Curtailment gain                                |  |                            |        |   |                            |   | (735             | )                                       |  |   |       |   |                                           |  |  |   |        |  
|                                                |  |                            |         |   |                            |   |                  |                                         |  |   |        |   |                                           |  |  |   |         |  
|Net periodic benefits after curtailment         |  | $                          | (1,995  | ) |                            | $ | (3,690           | )                                       |  | $ | (184   | ) |                                           |  |  | $ | (329    | )
|                                                |  |                            |         |   |                            |   |                  |                                         |  |   |        |   |                                           |  |  |   |         |  



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##### Table of Contents

Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Net periodic other postretirement benefit costs included the following components (in thousands):



|                                                |  |                            |       |                            |   |       |                                         |  |   |     |   |                                           |  |  |   |      
|----------------------------------------------- |  | -------------------------- | ----- | -------------------------- | - | ----- | --------------------------------------- |  | - | --- | - | ----------------------------------------- |  |  | - | -----
|                                                |  | Predecessor Entity         |       |                            |   |       | Successor Entity                       
|                                                |  | Year EndedDecember 31,2006 |       | Year EndedDecember 31,2007 |   |       | PeriodJanuary 1, 2008to January 31,2008 |  |   |     |   | PeriodFebruary 1, 2008to December 31,2008
|Service cost                                    |  | $                          | 2,564 |                            | $ | 1,576 |                                         |  | $ | 83  |   |                                           |  |  | $ | 850  
|Interest cost                                   |  |                            | 4,462 |                            |   | 4,240 |                                         |  |   | 387 |   |                                           |  |  |   | 4,570
|Amortization of unrecognized prior service cost |  |                            |      |                            |   |      |                                         |  |   | 10  |   |                                           |  |  |   |     
|Amortization of unrecognized net gain           |  |                            |      |                            |   | (96   | )                                       |  |   | (24 | ) |                                           |  |  |   |     
|Curtailment gain                                |  |                            |      |                            |   | (81   | )                                       |  |   |    |   |                                           |  |  |   |     
|                                                |  |                            |       |                            |   |       |                                         |  |   |     |   |                                           |  |  |   |      
|Total costs                                     |  | $                          | 7,026 |                            | $ | 5,639 |                                         |  | $ | 456 |   |                                           |  |  | $ | 5,420
|                                                |  |                            |       |                            |   |       |                                         |  |   |     |   |                                           |  |  |   |      

The effect of the New Sponsors Acquisition and the allocation of the purchase price to the
individual assets acquired and liabilities assumed resulted in an increase to the projected benefit obligation of $43.2 million. Additionally, all previously existing net gain or loss, prior service cost or credits recognized in accumulated other
comprehensive income (loss) were eliminated in purchase accounting (see Note 3(a)AcquisitionsNew Sponsors Acquisition).

Depending upon actual future health care claims experience, our actual costs may vary significantly from those projected above. As of September 30, 2007 and December 31, 2008, the assumed health care cost trend rate was a cost
trend rate of 9.0% and 9.0%, respectively. This rate was assumed to decrease gradually to 5% by the year 2016 and to remain at that level of annual increase thereafter. Increasing the assumed health care cost trend rate by 1% each year would
increase the other postretirement benefits obligation as of December 31, 2008 by $7.9 million. Decreasing this trend rate by 1% each year would reduce the other postretirement benefits obligation as of December 31, 2008 by
$6.9 million. A 1% increase or decrease in the assumed health care cost trend rate would have increased or decreased the net periodic other postretirement benefits cost for 2008 by $0.6 million and $0.5 million, respectively. The
benefits expected to be paid in each of the next five years and in the aggregate for the five years thereafter are as follows (in thousands):



|             |  |                 |         |                               |   |       
|------------ |  | --------------- | ------- | ----------------------------- | - | ------
|             |  | PensionBenefits |         | Other Post-retirementBenefits
|2009         |  | $               | 22,946  |                               | $ | 4,094 
|2010         |  |                 | 22,356  |                               |   | 4,471 
|2011         |  |                 | 22,814  |                               |   | 4,836 
|2012         |  |                 | 24,459  |                               |   | 5,239 
|2013         |  |                 | 23,878  |                               |   | 5,618 
|2014 to 2018 |  |                 | 129,860 |                               |   | 32,795
|             |  |                 |         |                               |   |       
|Total        |  | $               | 246,313 |                               | $ | 57,053
|             |  |                 |         |                               |   |       

(b) Other Retirement Plans

We maintain two defined contribution retirement plans, qualified under the provisions of Section 401(k) of the Internal Revenue Code, for our
employees in the United States. One plan is for Intelsat employees who were hired before July 19, 2001 or otherwise participate in the SRIP and the other plan is for Intelsat employees hired on or after July 19, 2001, the Retirement
Savings Plan (the RSP). Each employee participating in the SRIP or RSP is eligible to contribute, on a tax deferred basis and on an after-tax basis, up to 100% of eligible earnings,



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



subject to regulatory limits. We match 50% of employee contributions up to 2% of eligible earnings for participants in the SRIP, and 100% of employee
contributions up to 5% of eligible earnings for participants in the RSP. Additionally, we provide a discretionary contribution based on performance against pre-defined metrics of between 0% and 4% of eligible earnings for employees participating in
the SRIP or the RSP and a fixed contribution of 2% of eligible earnings for participants in the RSP, all subject to regulatory limits. We recognized compensation expense for these plans of $4.1 million, $7.9 million, $0.5 million and $8.4
million for the years ended December 31, 2006 and 2007, the predecessor period January 1, 2008 to January 31, 2008 and the successor period February 1, 2008 to December 31, 2008, respectively. We also maintain an unfunded
deferred compensation plan for executives, however, benefit accruals under the plan were discontinued during 2001. The accrued liability for the deferred compensation plan for executives was $0.1 million as of December 31, 2007 and was paid in
full as of December 31, 2008. We also maintain other defined contribution retirement plans in several non-U.S. jurisdictions, but such plans are not material to our financial position or results of operations.

Note 6    Receivables

Receivables were comprised of the following (in thousands):



|                                |  |                       |         |   |  |  |                       |   |         |  
|------------------------------- |  | --------------------- | ------- | - |  |  | --------------------- | - | ------- | -
|                                |  | Predecessor Entity    |         |   |  |  | Successor Entity      |  
|                                |  | As ofDecember 31,2007 |         |   |  |  | As ofDecember 31,2008 |  
|Service charges:                |  |                       |         |   |  |  |                       |   |         |  
|Billed                          |  | $                     | 312,665 |   |  |  |                       | $ | 301,789 |  
|Unbilled                        |  |                       | 26,899  |   |  |  |                       |   | 13,934  |  
|Other                           |  |                       | 9,817   |   |  |  |                       |   | 7,448   |  
|Allowance for doubtful accounts |  |                       | (32,788 | ) |  |  |                       |   | (20,237 | )
|                                |  |                       |         |   |  |  |                       |   |         |  
|Total                           |  | $                     | 316,593 |   |  |  |                       | $ | 302,934 |  
|                                |  |                       |         |   |  |  |                       |   |         |  

Unbilled service charges represent amounts earned and accrued as receivables from customers for
their usage of our satellite system prior to the end of the period. Unbilled service charges are expected to be billed and collected within twelve months of the respective balance sheet date. Other receivables as of December 31, 2007 and 2008
include $7.1 million and $2.2 million, respectively, of receivables due from our parent, Intelsat Holdings.

Note 7    Satellites
and Other Property and Equipment

(a) Satellites and Other Property and Equipment

Satellites and other property and equipment, including a satellite utilized under a capital lease agreement, were comprised of the following (in
thousands):



|                                       |  |                       |            |   |  |  |                       |   |           |  
|-------------------------------------- |  | --------------------- | ---------- | - |  |  | --------------------- | - | --------- | -
|                                       |  | Predecessor Entity    |            |   |  |  | Successor Entity      |  
|                                       |  | As ofDecember 31,2007 |            |   |  |  | As ofDecember 31,2008 |  
|Satellites and launch vehicles         |  | $                     | 5,578,114  |   |  |  |                       | $ | 5,372,439 |  
|Information systems and ground segment |  |                       | 542,957    |   |  |  |                       |   | 332,750   |  
|Buildings and other                    |  |                       | 267,735    |   |  |  |                       |   | 264,907   |  
|                                       |  |                       |            |   |  |  |                       |   |           |  
|Total cost                             |  |                       | 6,388,806  |   |  |  |                       |   | 5,970,096 |  
|Less: accumulated depreciation         |  |                       | (1,802,458 | ) |  |  |                       |   | (630,425  | )
|                                       |  |                       |            |   |  |  |                       |   |           |  
|Total                                  |  | $                     | 4,586,348  |   |  |  |                       | $ | 5,339,671 |  
|                                       |  |                       |            |   |  |  |                       |   |           |  



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Satellites and other property and equipment, net as of December 31, 2007 and 2008 included
construction-in-progress of $681.1 million and $538.5 million, respectively. These amounts relate primarily to satellites under construction and related launch services. Interest costs of $28.7 million, $56.9 million, $4.7 million and $60.9 million
were capitalized for the predecessor periods ended December 31, 2006 and 2007, the predecessor period January 1, 2008 to January 31, 2008 and the successor period February 1, 2008 to December 31, 2008, respectively. Included
in satellites and launch vehicles is a satellite under capital lease, which had a net book value of $9.3 million and $2.8 million as of December 31, 2007 and 2008, respectively. Carrying amounts as of December 31, 2008 reflect the
fair value adjustments recorded in connection with the New Sponsors Acquisition (see Note 3(a)AcquisitionsNew Sponsors Acquisition).

We have entered into launch contracts for the launch of both specified and unspecified future satellites. Each of these launch contracts provides that such contract may be terminated at our option, subject to payment of a termination fee
that increases in magnitude as the applicable launch date approaches. In addition, in the event of a failure of any launch, we may exercise our right to obtain a replacement launch within a specified period following our request for re-launch.

(b) Satellite Launches

On
May 21, 2008, we successfully launched our Galaxy 18 satellite into orbit. This satellite operates from 123o west longitude and serves programmers, government and corporate broadband customers in the continental United States, Alaska,
Hawaii and Puerto Rico. This satellite entered into service during June 2008.

On September 24, 2008, we successfully launched our
Galaxy 19 satellite into orbit. This satellite operates from 97o west longitude and serves programmers, government and corporate broadband customers in the continental United States, Alaska, Hawaii, the Caribbean, Canada and Mexico. This
satellite entered into service during November 2008.

(c) Satellite Health

On September 22, 2006, our IS-802 satellite experienced a reduction of electrical power capability, reducing its operational capacity. We restored
the service for all IS-802 customers on satellites within the Intelsat fleet, including for some of them on IS-802, where eleven transponders were reactivated and are operating normally. We recorded a non-cash impairment charge of $49.0 million
during September 2006 to write down the uninsured IS-802 satellite to its estimated fair value following the anomaly. The estimated fair value was determined based on a discounted cash flow analysis.

We established an anomaly review board (ARB) with Lockheed Martin Corporation, the manufacturer of the LM 7000 series to which the IS-802
belonged. The ARB found that the IS-802 anomaly is most likely to have been caused by an electrical short internal to the solar array harness located on the south solar array boom. The ARB also concluded that this anomaly is significantly different
from previous LM 7000 series spacecraft failures and is the first failure of this type for the LM 7000 series. Therefore, we believe the chance of this anomaly occurring again in any individual satellite is low and no adjustments to our depreciation
schedule or satellite deployment plan were required to mitigate the risk.

On June 29, 2008, our Galaxy 26 satellite experienced a
sudden and unexpected electrical distribution anomaly causing the loss of a substantial portion of the satellite power generating capability and resulting in the interruption of some of the customer services on the satellite. In accordance with our
existing satellite anomaly contingency plans, we restored the service for most Galaxy 26 customers on satellites within the Intelsat fleet, including for some of them on Galaxy 26, of which certain transponders continue to operate normally. We



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



recorded a non-cash impairment charge of $63.6 million during the second quarter of 2008 to write down the uninsured Galaxy 26 satellite to its estimated
fair value following the anomaly. The estimated fair value was determined based on a discounted cash flow analysis. The anomaly also resulted in a reduction to the estimated remaining useful life of the satellite.

We established a failure review board with Space Systems/Loral, Inc., the manufacturer of the Galaxy 26 satellite, to identify the cause of the problem.
The failure review board concluded that the failure on the Galaxy 26 satellite was the result of a design flaw similar to the flaw which caused the anomaly on our Galaxy 27 satellite in November 2004. This design flaw exists on three of our
satellites  Galaxy 26, Galaxy 27 and IS-8. We currently believe that the Galaxy 26 satellite anomaly will not result in the acceleration of capital expenditures for a replacement of the Galaxy 26 satellite.

We have identified three additional types of common anomalies among the satellites in our global fleet, which if they materialize, have the potential for
a significant operational impact. These include failure of the on-board Xenon-Ion Propulsion Systems (XIPS) used to maintain orbital position of Boeing 601 High Power Series (BSS 601 HP) satellites, accelerated solar array
degradation in early BSS 702 satellites and the failure of the on-board spacecraft control processor (SCP) in BSS 601 satellites.

BSS 601 HP XIPS.The BSS 601 HP satellite uses a XIPS as its primary propulsion system. There are two separate XIPS on each BSS 601 HP, each of which is capable of maintaining the satellite in its orbital position. In the event of a
failure of one or both XIPS a completely independent bi-propellant propulsion system is in place to act as a backup. Reliance on the backup propulsion system could result in a shorter operating life for the satellite, depending on the amount of
bi-propellant fuel remaining. However, XIPS failures do not typically result in a catastrophic loss of the satellite or negatively affect its communications capability. As of December 31, 2008, we operate five BSS 601 HP satellites, of which
one satellite, Galaxy 4R, has experienced failure of both XIPS. Galaxy 4R was placed in inclined orbit during the fourth quarter of 2006. Of the four remaining BSS 601 HP satellites, IS-5 is still in use but is no longer in primary service. The
other three continue to have XIPS available as their primary propulsion system, however no assurance can be given that there will not be further XIPS failures that result in shortened satellite lives. Two of our satellites which had experienced
failures of both XIPS, IS-6B and Galaxy 10R, were replaced by new satellites, IS-11 and Galaxy 18, respectively, which were placed into service in 2008.

BSS 702 Solar Array.Certain BSS 702 satellites have experienced greater than anticipated degradation due to the design of their solar arrays. These solar arrays power the satellites operating systems and
transponders, and also recharge the batteries that are used when solar power is unavailable. While a certain amount of predictable solar array degradation is expected, the accelerated degradation in some of the BSS 702 satellites has resulted in
shortened operating lives or the need to reduce the usage of their communications payload. As of December 31, 2008, we operated three BSS 702 satellites, two of which were affected by accelerated solar array degradation, Galaxy 11 and IS-1R.
Service to customers on these two satellites has not been affected. Galaxy 11 was replaced by Galaxy 17 in July 2008 and IS-1R is expected to be replaced in its current location by the end of 2009. After the transfer of traffic to the replacement
satellite and relocation to another longitude, we expect that IS-1R will have sufficient power to operate a significant subset of its transponders through the end of design life. The third BSS 702 satellite, Galaxy 3C, has a substantially different
solar array design intended to eliminate the issue and has not experienced any similar degradation problems.

BSS 601 SCP Failure.Certain BSS 601 satellites have experienced primary SCP failures and are operating on their backups. SCPs are used to provide advanced orientation control and fault protection functions, and are a critical component in the operation of the
satellites. We expect that even a failure of the remaining functioning SCP would not have a material impact on the business or require replacement of a satellite. As of December 31, 2008, we operate four BSS 601 satellites and only IS-4 has
experienced primary SCP



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



failure. The other three BSS 601 satellites, HGS-3, IS-2 and IS-3R, are in a group of satellites that has been identified as having heightened susceptibility
to the SCP problem. However, the risk of SCP failure appears to decline with age and all three of these satellites have been in continuous operation since at least 1996. Both primary and backup SCPs on HGS-3, IS-2 and IS-3R are monitored regularly
and remain fully functional.

Note 8    Investments

(a) WildBlue Communications, Inc.

We have an ownership interest in WildBlue Communications,
Inc. (WildBlue), a company offering broadband Internet access services in the continental United States via Ka-band satellite capacity. We account for our investment using the equity method of accounting. Our share of losses in WildBlue
is included in other income (expense), net in the accompanying consolidated statements of operations and was $32.5 million and $7.4 million for the years ended December 31, 2006 and 2007, respectively. As of December 31, 2007, cumulative
equity losses exceeded the investment, and as a result, no additional losses from WildBlue were recognized. Further, because of a history of operating and on-going losses at WildBlue, the investment was determined to have a new basis of zero in
connection with the allocation of the purchase price from the New Sponsors Acquisition at February 1, 2008.

During the combined year
ended December 31, 2008, we participated in a new investment in WildBlue by making an additional equity investment of $17.6 million. Following this investment, our fully diluted ownership interest in WildBlue was reduced from approximately 28%
to approximately 25%. We determined this additional investment represents the funding of prior losses in accordance with guidance provided in EITF Issue No. 02-18, Accounting for Subsequent Investments in an Investee after Suspension of
Equity Method Loss Recognition (EITF 02-18). EITF 02-18 provides that when an additional investment represents the funding of prior losses, the investor should recognize previously suspended losses up to the amount of such additional
investment. Our previously unrecognized suspended losses in WildBlue totaled $13.0 million and were recognized within other income (expense), net in our consolidated statements of operations for the successor period February 1, 2008 to
December 31, 2008. Furthermore, we evaluated the remaining investment balance of approximately $4.6 million for potential impairment given the historical and projected future losses of this investee. As a result of this evaluation, we
determined the remaining investment balance to be fully impaired and recorded an impairment charge of $4.6 million, which is included within other income (expense), net in our consolidated statements of operations. As of December 31, 2008,
cumulative equity losses exceeded the investment and as a result no additional losses from WildBlue will be recognized and the investment balance was zero.

(b) Horizons-1 and Horizons-2

As a result of the PanAmSat Acquisition Transactions, we have a joint venture with
JSAT International, Inc. (JSAT), a leading satellite operator in the Asia-Pacific region. The joint venture is named Horizons Satellite Holdings, LLC, and consists of two investments: Horizons-1 and Horizons-2.

Horizons-1 owns and operates the Ku-band portion of the Horizons-1 satellite in the fixed satellite services sector, offering service to customers in the
Asia-Pacific region. We have a 50% ownership interest in Horizons-1, an investment which is accounted for under the equity method of accounting. Our share of the results of Horizons-1 is included in other income (expense), net in the accompanying
consolidated statements of operations and was income of $0.1 million, $0.2 million, $0.02 million and $0.2 million for the predecessor periods ended December 31, 2006 and 2007, the predecessor period January 1, 2008 to
January 31, 2008 and the successor period February 1, 2008 to December 31, 2008, respectively. The investment balance of $19.1 million and



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Notes to Consolidated Financial Statements(Continued)



$15.7 million as of December 31, 2007 and 2008, respectively, was included within other assets in the accompanying consolidated balance sheets. The
investment balance was reduced by $0.5 million as a result of the fair value adjustment recorded in connection with the allocation of the purchase price for the New Sponsors Acquisition (see Note 3(a)AcquisitionsNew Sponsors
Acquisition).

During the predecessor periods ended December 31, 2006 and 2007, the predecessor period January 1, 2008 to
January 31, 2008 and the successor period February 1, 2008 to December 31, 2008, we recorded expenses of $2.0 million, $3.9 million, $0.3 million and $3.5 million, respectively, in relation to the utilization of Ku-band satellite
capacity from Horizons-1. Additionally, we provide TT&C and administrative services for the Horizons-1 satellite. We recorded revenue for these services of $0.6 million, $0.6 million, $0.1 million and $0.6 million during the predecessor periods
ended December 31, 2006 and 2007, the predecessor period January 1, 2008 to January 31, 2008 and the successor period February 1, 2008 to December 31, 2008, respectively.

We also have a revenue share agreement with JSAT related to services sold on the Horizons-1 satellite. We are responsible for the billing and collecting
for all such services sold, but recognize revenue on a net basis. As a result of this agreement, we reduced revenue by $13.3 million, $14.8 million, $1.1 million and $14.0 million for the predecessor periods ended December 31, 2006 and 2007,
the predecessor period January 1, 2008 to January 31, 2008 and the successor period February 1, 2008 to December 31, 2008, respectively. The payable due to JSAT was $2.5 million and $2.0 million as of December 31, 2007 and
2008, respectively.

On August 1, 2005, Intelsat Corp formed a second satellite joint investment with JSAT that built and launched a
Ku-band satellite in December 2007 (Horizons2). The Horizons-2 satellite was placed into service in February 2008. Our investment is being accounted for using the equity method of accounting. The total future joint investment in
Horizons-2 is expected to be $166.6 million as of December 31, 2008, of which each of the joint venture partners was required to fund their 50% share beginning in March 2008. Our share of the results of Horizons-2 is included in other income
(expense), net in the accompanying consolidated statements of operations and was income of $0.3 million for the successor period February 1, 2008 to December 31, 2008. As of December 31, 2007 and 2008, the investment balance of
$83.0 million and $79.2 million, respectively, was included within other assets in the accompanying consolidated balance sheets. In connection with the New Sponsors Acquisition, there was no adjustment to the investment balance or the
corresponding liability balance that is discussed below (see Note 3(a)AcquisitionsNew Sponsors Acquisition).

In connection
with our investment in Horizons-2, we entered into a capital contribution and subscription agreement in August 2005, which requires us to fund our 50% share of the amounts due under Horizons-2s loan agreement with a third-party lender.
Pursuant to this agreement, we made contributions of $9.7 million during the successor period February 1, 2008 to December 31, 2008. We have entered into a security and pledge agreement with a third-party lender and, pursuant to this
agreement, granted a security interest in our contribution obligation to the lender. Therefore, we have recorded this obligation as an indirect guarantee in accordance with FASB Interpretation No. 45 (as amended), Guarantors Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. We have recorded a liability of $15.3 million and $12.2 million within accounts payable and accrued liabilities as of December 31, 2007 and
2008, and a liability of $67.7 million and $61.0 million within other long-term liabilities as of December 31, 2007 and 2008, respectively, in the accompanying consolidated balance sheets.

We provide TT&C and administrative services for the Horizons-2 satellite. We received no revenue for these services during the predecessor periods
ended December 31, 2006 and 2007 or the predecessor period January 1, 2008 to January 31, 2008. We recorded revenue for these services of $0.7 million during the successor period February 1, 2008 to December 31, 2008.
During the successor period February 1, 2008 to December 31, 2008, we recorded expenses of $6.9 million in relation to the utilization of satellite capacity for the Horizons-2 satellite.



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Notes to Consolidated Financial Statements(Continued)



We also have a revenue share agreement with JSAT related to services sold on the Horizons-2
satellite. We are responsible for the billing and collecting for all such services sold, but recognize revenue on a net basis. As a result of this agreement, we reduced revenue by $6.8 million for the successor period February 1, 2008 to
December 31, 2008. The amount payable to JSAT was $2.2 million as of December 31, 2008.

In March 2007, we entered into an
agreement to purchase and assume a launch service contract from Horizons-2. Under the agreement, we agreed to pay Horizons-2 for amounts paid to date of $14.7 million and assumed the remaining contractual obligation payable to the launch
services provider. We currently plan to use this launch service contract for the launch of our IS-15 satellite.

We also provide certain
services to the joint venture and utilize capacity from the joint venture.

(c) New Dawn

In June 2008, we entered into a project and shareholders agreement with Convergence SPV Ltd. (Convergence Partners) pursuant to which
New Dawn Satellite Company Ltd (New Dawn), a recently formed Mauritius company in which we have a 74.9% indirect ownership interest and Convergence Partners has a 25.1% noncontrolling ownership interest, intends to procure and launch a
new satellite to provide satellite transponder services to customers in Africa. We currently expect the satellite to be launched during the fourth quarter of 2010.

New Dawn entered into a secured loan financing arrangement, which is non-recourse to Intelsat, on February 4, 2009 to obtain $190 million financing to fund a portion of the cost of construction and launch of the
new satellite. In addition, we and Convergence Partners have agreed to make certain capital contributions to New Dawn in proportion to our respective ownership interests in New Dawn to fund a portion of these costs. Out of the total equity
contributions of $18.3 million in 2008, our initial capital contributions were $13.7 million and Convergence Partners contributions were $4.6 million.

We have agreed to provide sales and marketing services, engineering and administrative support services, and have agreed to perform satellite-related consulting and technical services for New Dawn. The services
include the provision of program management services with respect to the satellite and launch vehicle construction programs and TT&C services for the new satellite. In addition, for a fee of $15.0 million together with assumption of
continuing payment obligations, we assigned New Dawn a launch service contract with a third party, Arianespace, to provide for the launch of the New Dawn satellite. New Dawn has contracted with Orbital Sciences Corporation to construct its
satellite.

As of December 31, 2008, we consolidated New Dawn within our consolidated financial statements, net of appropriate
eliminating entries. Additionally, we account for the percentage interest in New Dawn owned by Convergence Partners as minority interest. As of December 31, 2008, the minority interest of $4.5 million was included within other long-term
liabilities in the accompanying consolidated balance sheets. As discussed in Note 2Significant Accounting Policies, we will implement SFAS No. 160 as of the first quarter of 2009, which will result in our reclassifying the minority
interest balance to shareholders equity.



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Notes to Consolidated Financial Statements(Continued)



Note 9    Goodwill and Other Intangible Assets

The carrying amounts of goodwill and acquired intangible assets not subject to amortization consist of the following (in thousands):



|                  |  |                       |           |  |  |                       |   |          
|----------------- |  | --------------------- | --------- |  |  | --------------------- | - | ---------
|                  |  | Predecessor Entity    |           |  |  | Successor Entity     
|                  |  | As ofDecember 31,2007 |           |  |  | As ofDecember 31,2008
|Goodwill          |  | $                     | 3,900,193 |  |  |                       | $ | 6,774,334
|Trade name        |  |                       | 30,000    |  |  |                       |   | 70,400   
|Orbital locations |  |                       | 1,646,600 |  |  |                       |   | 2,886,800

During the year ended December 31, 2007, the Company reduced goodwill by approximately $7.8
million primarily due to adjustments to certain pre-acquisition tax reserves in accordance with EITF 93-7 related to a change in estimate associated with the 2006 extraterritorial income exclusion and changes in pre-acquisition tax reserves related
to a tax assessment issued by the Indian government (see Note 12Income Taxes).

We account for goodwill and other intangible assets
in accordance with SFAS No. 142. Under SFAS No. 142, we perform an annual goodwill impairment analysis during the fourth quarter of each year and whenever events and circumstances indicate that the carrying value may not be recoverable.
The following is a discussion of our impairment analysis methodology:

Goodwill. We follow a two-step process to evaluate if a
potential impairment exists to our recorded amount of goodwill and tradename. The first step of the process is to compare the reporting units fair value to its carrying value, including goodwill. In the event the carrying value of our
reporting unit exceeds its fair value, goodwill is considered impaired and the second step is required. The second step requires us to calculate a hypothetical purchase allocation to compare the current implied fair value of the goodwill to the
current carrying value of the goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, which is the excess of the fair value over the aggregate fair values of the
individual assets, liabilities and identifiable intangibles, as if they were being acquired in a business combination. If the implied fair value of goodwill as described above exceeds recorded goodwill, there is no impairment. If the recorded
goodwill exceeds the implied fair value, an impairment charge would be recorded for the excess. Furthermore, an impairment loss cannot exceed the amount of goodwill assigned to a reporting unit. After recognizing the impairment loss, the
corresponding loss establishes a new basis in the goodwill. Subsequent reversals of goodwill impairment losses are not permitted under applicable accounting standards.

We determined the estimated fair value of our reporting unit using discounted cash flow analysis, along with independent source data related to comparative market multiples and, when available, recent transactions.
The discounted cash flows were derived from a five-year projection of revenues and expenses plus a residual value, with the resulting projected cash flows discounted at an appropriate weighted average cost of capital. The analysis, which was
completed in the fourth quarter of 2008, did not result in an impairment of our goodwill or trade name intangible.

Trade name. We
have implemented the relief from royalty method to determine the estimated fair value of the Intelsat trade name. The relief from royalty analysis is comprised of two major steps: i) a determination of the hypothetical royalty rate, and ii) the
subsequent application of the royalty rate to projected revenue. In determining the hypothetical royalty rate utilized in the relief from royalty approach, we considered comparable



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Notes to Consolidated Financial Statements(Continued)



license agreements, operating earnings benchmark rule of thumb, an excess earnings analysis to determine aggregate intangible asset earnings, and other
qualitative factors. Based on our analysis, the fair value of the Intelsat trade name as of the fourth quarter of 2008 was not impaired.

Orbital Locations.We are authorized by governments to operate satellites at certain orbital locations  i.e., longitudinal coordinates along the Clarke Belt. The Clarke Belt is the part of space approximately 42,165 kilometers
above the plane of the equator where geostationary orbit may be achieved. Various governments acquire rights to these orbital locations through filings made with the International Telecommunication Union (the ITU), a sub-organization of
the United Nations. We will continue to have rights to operate at our orbital locations so long as we maintain our authorizations to do so.

We determined the estimated fair value of our right to operate at orbital locations using the build up method to determine the cash flows for the income approach, with the resulting projected cash flows discounted at an appropriate weighted
average cost of capital. In instances where the build up method did not generate positive value for the right to operate at an orbital location, but the right was expected to generate revenue, we assigned a value based upon independent source data
for recent transactions of similar orbital locations. The analysis, which was completed in the fourth quarter 2008, led to the recording of a non-cash impairment charge of $326.8 million.

The carrying amount and accumulated amortization of acquired intangible assets subject to amortization consisted of the following (in thousands):



|                       |  |                         |         |                         |   |                         |                    |  |   |         |                      |  |                         |   |           |                    |   |          |   |  |   |          
|---------------------- |  | ----------------------- | ------- | ----------------------- | - | ----------------------- | ------------------ |  | - | ------- | -------------------- |  | ----------------------- | - | --------- | ------------------ | - | -------- | - |  | - | ---------
|                       |  | Predecessor Entity      |         |                         |   | Successor Entity       
|                       |  | As of December 31, 2007 |         |                         |   | As of December 31, 2008
|                       |  | Gross CarryingAmount    |         | AccumulatedAmortization |   |                         | Net CarryingAmount |  |   |         | Gross CarryingAmount |  | AccumulatedAmortization |   |           | Net CarryingAmount
|Backlog and other      |  | $                       | 591,400 |                         | $ | (137,822                | )                  |  | $ | 453,578 |                      |  |                         | $ | 743,760   |                    | $ | (146,745 | ) |  | $ | 597,015  
|Customer relationships |  |                         | 283,988 |                         |   | (52,430                 | )                  |  |   | 231,558 |                      |  |                         |   | 534,030   |                    |   | (8,266   | ) |  |   | 525,764  
|Technology             |  |                         | 10,000  |                         |   | (3,646                  | )                  |  |   | 6,354   |                      |  |                         |   | 2,700     |                    |   | (1,204   | ) |  |   | 1,496    
|                       |  |                         |         |                         |   |                         |                    |  |   |         |                      |  |                         |   |           |                    |   |          |   |  |   |          
|Total                  |  | $                       | 885,388 |                         | $ | (193,898                | )                  |  | $ | 691,490 |                      |  |                         | $ | 1,280,490 |                    | $ | (156,215 | ) |  | $ | 1,124,275
|                       |  |                         |         |                         |   |                         |                    |  |   |         |                      |  |                         |   |           |                    |   |          |   |  |   |          

The difference between gross carrying amounts at December 31, 2007 and 2008 was due to fair
value adjustments recorded in connection with the New Sponsors Acquisition (see Note 3(a)AcquisitionsNew Sponsors Acquisition).

Intangible assets are amortized based on the expected pattern of consumption. As of December 31, 2008, backlog and other, customer relationships and technology had weighted-average useful lives of four years, thirteen years and two
years, respectively. We recorded amortization expense of $65.5 million, $93.5 million, $7.8 million and $156.2 million for the years ended December 31, 2006 and 2007, the predecessor period January 1, 2008 to January 31,
2008 and the successor period February 1, 2008 to December 31, 2008, respectively.

Scheduled amortization charges for the
intangible assets over the next five years are as follows (in thousands):



|     |  |        |        
|---- |  | ------ | -------
|Year |  | Amount
|2009 |  | $      | 145,676
|2010 |  |        | 130,281
|2011 |  |        | 105,451
|2012 |  |        | 91,781 
|2013 |  |        | 82,311 



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##### Table of Contents

Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Note 10    Long-Term Debt

The carrying amounts and estimated fair values of notes payable and long-term debt were as follows (in thousands):



|                                                           |  |                         |           |   |            |                         |           |  |        |  |   |            |   |  |   |          
|---------------------------------------------------------- |  | ----------------------- | --------- | - | ---------- | ----------------------- | --------- |  | ------ |  | - | ---------- | - |  | - | ---------
|                                                           |  | Predecessor Entity      |           |   |            | Successor Entity       
|                                                           |  | As of December 31, 2007 |           |   |            | As of December 31, 2008
|                                                           |  | Amount                  |           |   | Fair Value |                         |           |  | Amount |  |   | Fair Value
|Intelsat, Ltd.:                                            |  |                         |           |   |            |                         |           |  |        |  |   |            |   |  |   |          
|6.5% Senior Notes due November 2013                        |  | $                       | 700,000   |   |            | $                       | 504,000   |  |        |  | $ | 700,000    |   |  | $ | 364,000  
|Unamortized discount on 6.5% Senior Notes                  |  |                         | (88,035   | ) |            |                         |          |  |        |  |   | (215,885   | ) |  |   |         
|7.625% Senior Notes due April 2012                         |  |                         | 600,000   |   |            |                         | 489,000   |  |        |  |   | 600,000    |   |  |   | 369,600  
|Unamortized discount on 7.625% Senior Notes                |  |                         | (38,422   | ) |            |                         |          |  |        |  |   | (118,883   | ) |  |   |         
|5.25% Senior Notes due November 2008                       |  |                         | 400,000   |   |            |                         | 395,000   |  |        |  |   |           |   |  |   |         
|Unamortized discount on 5.25% Senior Notes                 |  |                         | (6,188    | ) |            |                         |          |  |        |  |   |           |   |  |   |         
|                                                           |  |                         |           |   |            |                         |           |  |        |  |   |            |   |  |   |          
|Total Intelsat, Ltd. obligations                           |  |                         | 1,567,355 |   |            |                         | 1,388,000 |  |        |  |   | 965,232    |   |  |   | 733,600  
|                                                           |  |                         |           |   |            |                         |           |  |        |  |   |            |   |  |   |          
|Intelsat Bermuda:                                          |  |                         |           |   |            |                         |           |  |        |  |   |            |   |  |   |          
|11.25% Senior Notes due February 2017                      |  |                         |          |   |            |                         |          |  |        |  |   | 2,805,000  |   |  |   | 1,654,950
|11.5% / 12.5% Senior PIK Election Notes due February 2017  |  |                         |          |   |            |                         |          |  |        |  |   | 2,258,815  |   |  |   | 1,061,643
|Floating Rate Senior Notes due June 2013                   |  |                         | 260,000   |   |            |                         | 265,200   |  |        |  |   |           |   |  |   |         
|11.25% Senior Notes due June 2016                          |  |                         | 1,330,000 |   |            |                         | 1,369,900 |  |        |  |   |           |   |  |   |         
|9.25% Senior Notes due June 2016                           |  |                         | 750,000   |   |            |                         | 753,750   |  |        |  |   |           |   |  |   |         
|Floating Rate Senior Notes due January 2015                |  |                         | 600,000   |   |            |                         | 598,500   |  |        |  |   |           |   |  |   |         
|Senior Unsecured Credit Facilities due February 2014       |  |                         | 1,000,000 |   |            |                         | 983,750   |  |        |  |   |           |   |  |   |         
|Unamortized discount on Senior Unsecured Credit Facilities |  |                         | (4,495    | ) |            |                         |          |  |        |  |   |           |   |  |   |         
|                                                           |  |                         |           |   |            |                         |           |  |        |  |   |            |   |  |   |          
|Total Intelsat Bermuda obligations                         |  |                         | 3,935,505 |   |            |                         | 3,971,100 |  |        |  |   | 5,063,815  |   |  |   | 2,716,593
|                                                           |  |                         |           |   |            |                         |           |  |        |  |   |            |   |  |   |          
|Intelsat Jackson:                                          |  |                         |           |   |            |                         |           |  |        |  |   |            |   |  |   |          
|11.25% Senior Notes due June 2016                          |  |                         |          |   |            |                         |          |  |        |  |   | 1,048,220  |   |  |   | 921,385  
|Unamortized premium on 11.25% Senior Notes                 |  |                         |          |   |            |                         |          |  |        |  |   | 6,184      |   |  |   |         
|11.5% Senior Notes due June 2016                           |  |                         |          |   |            |                         |          |  |        |  |   | 284,595    |   |  |   | 224,830  
|9.5% Senior Notes due June 2016                            |  |                         |          |   |            |                         |          |  |        |  |   | 701,913    |   |  |   | 642,952  
|9.25% Senior Notes due June 2016                           |  |                         |          |   |            |                         |          |  |        |  |   | 55,035     |   |  |   | 49,862   
|Senior Unsecured Credit Facilities due February 2014       |  |                         |          |   |            |                         |          |  |        |  |   | 195,152    |   |  |   | 121,970  
|New Senior Unsecured Credit Facilities due February 2014   |  |                         |          |   |            |                         |          |  |        |  |   | 810,876    |   |  |   | 506,798  
|Note payable to Intelsat Holdings, Ltd.                    |  |                         |          |   |            |                         |          |  |        |  |   | 34,000     |   |  |   | 34,000   
|                                                           |  |                         |           |   |            |                         |           |  |        |  |   |            |   |  |   |          
|Total Intelsat Jackson obligations                         |  |                         |          |   |            |                         |          |  |        |  |   | 3,135,975  |   |  |   | 2,501,797
|                                                           |  |                         |           |   |            |                         |           |  |        |  |   |            |   |  |   |          
|Intermediate Holdco:                                       |  |                         |           |   |            |                         |           |  |        |  |   |            |   |  |   |          
|9.25% Senior Discount Notes due February 2015              |  |                         | 396,561   |   |            |                         | 387,747   |  |        |  |   | 4,125      |   |  |   | 3,119    
|9.5% Senior Discount Notes due February 2015               |  |                         |          |   |            |                         |          |  |        |  |   | 435,072    |   |  |   | 328,914  
|                                                           |  |                         |           |   |            |                         |           |  |        |  |   |            |   |  |   |          
|Total Intermediate Holdco obligations                      |  |                         | 396,561   |   |            |                         | 387,747   |  |        |  |   | 439,197    |   |  |   | 332,033  
|                                                           |  |                         |           |   |            |                         |           |  |        |  |   |            |   |  |   |          



F-37



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##### Table of Contents

Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



|                                                         |  |                         |            |   |            |                         |            |  |        |  |   |            |   |  |   |           
|-------------------------------------------------------- |  | ----------------------- | ---------- | - | ---------- | ----------------------- | ---------- |  | ------ |  | - | ---------- | - |  | - | ----------
|                                                         |  | Predecessor Entity      |            |   |            | Successor Entity       
|                                                         |  | As of December 31, 2007 |            |   |            | As of December 31, 2008
|                                                         |  | Amount                  |            |   | Fair Value |                         |            |  | Amount |  |   | Fair Value
|Intelsat Sub Holdco:                                     |  |                         |            |   |            |                         |            |  |        |  |   |            |   |  |   |           
|8.25% Senior Notes due January 2013                      |  |                         | 875,000    |   |            |                         | 877,188    |  |        |  |   | 400        |   |  |   | 368       
|8.5% Senior Notes due January 2013                       |  |                         |           |   |            |                         |           |  |        |  |   | 883,346    |   |  |   | 813,562   
|8.625% Senior Notes due January 2015                     |  |                         | 675,000    |   |            |                         | 678,375    |  |        |  |   | 430        |   |  |   | 390       
|8.875% Senior Notes due January 2015                     |  |                         |           |   |            |                         |           |  |        |  |   | 681,012    |   |  |   | 616,997   
|Senior Secured Credit Facilities due July 2013           |  |                         | 341,303    |   |            |                         | 338,743    |  |        |  |   | 337,855    |   |  |   | 269,608   
|Capital lease obligations                                |  |                         | 12,438     |   |            |                         | 12,438     |  |        |  |   | 2,050      |   |  |   | 2,050     
|7% Note payable to Lockheed Martin Corporation           |  |                         | 15,000     |   |            |                         | 15,000     |  |        |  |   | 10,000     |   |  |   | 10,000    
|                                                         |  |                         |            |   |            |                         |            |  |        |  |   |            |   |  |   |           
|Total Intelsat Sub Holdco obligations                    |  |                         | 1,918,741  |   |            |                         | 1,921,744  |  |        |  |   | 1,915,093  |   |  |   | 1,712,975 
|                                                         |  |                         |            |   |            |                         |            |  |        |  |   |            |   |  |   |           
|Intelsat Corp:                                           |  |                         |            |   |            |                         |            |  |        |  |   |            |   |  |   |           
|Senior Secured Credit Facilities due January 2014        |  |                         | 1,618,749  |   |            |                         | 1,596,491  |  |        |  |   | 1,751,260  |   |  |   | 1,320,450 
|Unamortized discount on Senior Secured Credit Facilities |  |                         |           |   |            |                         |           |  |        |  |   | (13,052    | ) |  |   |          
|Senior Secured Credit Facilities due July 2012           |  |                         | 320,319    |   |            |                         | 315,915    |  |        |  |   | 275,830    |   |  |   | 237,214   
|9% Senior Notes due August 2014                          |  |                         | 656,320    |   |            |                         | 656,320    |  |        |  |   | 1,016      |   |  |   | 859       
|Unamortized premium on 9% Senior Notes                   |  |                         | 14,980     |   |            |                         |           |  |        |  |   |           |   |  |   |          
|9.25% Senior Notes due August 2014                       |  |                         |           |   |            |                         |           |  |        |  |   | 658,119    |   |  |   | 556,111   
|9% Senior Notes due January 2016                         |  |                         | 575,000    |   |            |                         | 575,000    |  |        |  |   | 10         |   |  |   | 9         
|9.25% Senior Notes due June 2016                         |  |                         |           |   |            |                         |           |  |        |  |   | 580,720    |   |  |   | 526,131   
|6.375% Senior Secured Notes due January 2008             |  |                         | 150,000    |   |            |                         | 149,813    |  |        |  |   |           |   |  |   |          
|Unamortized discount on 6.375% Senior Secured Notes      |  |                         | (14        | ) |            |                         |           |  |        |  |   |           |   |  |   |          
|6.875% Senior Secured Debentures due January 2028        |  |                         | 125,000    |   |            |                         | 104,375    |  |        |  |   | 125,000    |   |  |   | 72,500    
|Unamortized discount on 6.875% Senior Secured Debentures |  |                         | (13,112    | ) |            |                         |           |  |        |  |   | (24,882    | ) |  |   |          
|                                                         |  |                         |            |   |            |                         |            |  |        |  |   |            |   |  |   |           
|Total Intelsat Corp obligations                          |  |                         | 3,447,242  |   |            |                         | 3,397,914  |  |        |  |   | 3,354,021  |   |  |   | 2,713,274 
|                                                         |  |                         |            |   |            |                         |            |  |        |  |   |            |   |  |   |           
|Total Intelsat, Ltd. long-term debt                      |  |                         | 11,265,404 |   |            | $                       | 11,066,505 |  |        |  |   | 14,873,333 |   |  | $ | 10,710,272
|                                                         |  |                         |            |   |            |                         |            |  |        |  |   |            |   |  |   |           
|Less:                                                    |  |                         |            |   |            |                         |            |  |        |  |   |            |   |  |   |           
|Current portion of capital lease obligations             |  |                         | 8,708      |   |            |                         |            |  |        |  |   | 1,859      |   |  |   |           
|Current portion of long-term debt                        |  |                         | 69,287     |   |            |                         |            |  |        |  |   | 97,499     |   |  |   |           
|                                                         |  |                         |            |   |            |                         |            |  |        |  |   |            |   |  |   |           
|Total current portion                                    |  |                         | 77,995     |   |            |                         |            |  |        |  |   | 99,358     |   |  |   |           
|                                                         |  |                         |            |   |            |                         |            |  |        |  |   |            |   |  |   |           
|Total long-term debt, excluding current portion          |  | $                       | 11,187,409 |   |            |                         |            |  |        |  | $ | 14,773,975 |   |  |   |           
|                                                         |  |                         |            |   |            |                         |            |  |        |  |   |            |   |  |   |           

The total fair value of our debt was $11.1 billion and $10.7 billion at December 31, 2007 and
2008, respectively. Except as described below, the fair value for publicly traded instruments is determined using quoted market prices and, for non-publicly traded instruments, fair value is based upon composite pricing from a variety of sources
including market leading data providers, market makers, and leading brokerage firms. The fair value of the note payable to Lockheed Martin Corporation is assumed to equal the book value of the note, since payment of up to $10.0 million of the note
balance is contingent upon the non-occurrence of certain events that are outside of our control. Because of the contingency, we do not believe it is practicable to determine the fair value of the note.



F-38



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##### Table of Contents

Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Required principal repayments of long-term debt, excluding payments on a note payable to Intelsat
Holdings and capital lease obligations, over the next five years and thereafter as of December 31, 2008 are as follows (in thousands):



|                    |  |        |           
|------------------- |  | ------ | ----------
|Year                |  | Amount
|2009                |  | $      | 97,499    
|2010                |  |        | 97,499    
|2011                |  |        | 94,723    
|2012                |  |        | 681,376   
|2013                |  |        | 1,925,680 
|2014 and thereafter |  |        | 12,307,024
|                    |  |        |           
|Total               |  | $      | 15,203,801
|                    |  |        |           

2008 Debt Activities

New Sponsors Acquisition

On February 4, 2008, in order to partially finance the New Sponsors Acquisition,
Serafina borrowed $4.96 billion under the Bridge Loan Credit Agreements.

We elected to settle the interest payment due May 4, 2008
under the PIK Election Bridge Loan Credit Agreement entirely by increasing the principal amount of the PIK Election Bridge Loan Credit Agreement and, on that date, increased the outstanding principal amount by $48.8 million. We elected to pay
interest under the PIK Election Bridge Loan Credit Agreement entirely in PIK interest for the interest period which ended on June 26, 2008.

On June 27, 2008, Intelsat Bermuda repaid in full the Bridge Loan Credit Agreements and issued new senior notes as described inDebt Refinancings below.

In connection with the New Sponsors Acquisition, our pre-acquisition long-term debt was revalued to fair value as of the effective date of the
transaction, resulting in a net decrease of $182.5 million to the carrying value of the debt. This net difference between the fair value and par value of the debt is being amortized as an increase to interest expense over the remaining term of
the related debt using the effective interest method.

Credit Facility Amendments

On January 25, 2008, Intelsat Sub Holdco entered into Amendment No. 3 to the Sub Holdco Credit Agreement, which became effective upon the
consummation of the New Sponsors Acquisition and amended and modified the Sub Holdco Credit Agreement to, among other things:



| | (a) | change the applicable margin under the Tranche B Term Loan, revolving credit loan and swingline loan facilities;
| | --- | ----------------------------------------------------------------------------------------------------------------



| | (b) | reduce the size of the revolving facility by $50.0 million and add a $50.0 million incremental revolving credit facility provision;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



| | (c) | add language requiring the payment of a prepayment premium for prepayments of term loans prior to February 4, 2010;
| | --- | -------------------------------------------------------------------------------------------------------------------



| | (d) | make certain changes permitting the New Sponsors Acquisition; and
| | --- | -----------------------------------------------------------------



| | (e) | add a financial maintenance covenant requiring compliance with a Consolidated Secured Debt to Consolidated EBITDA Ratio (as defined in the Sub Holdco Credit Agreement) of less than
or equal to 1.5 to 1.0.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-39



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##### Table of Contents

Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



On January 25, 2008, Intelsat Corp entered into Amendment No. 2 to the Intelsat Corp
Amended and Restated Credit Agreement, which became effective upon the consummation of the New Sponsors Acquisition and amended and modified the Intelsat Corp Amended and Restated Credit Agreement to, among other things:



| | (a) | change the applicable margin on term loans, revolving credit loans and swingline loans;
| | --- | ---------------------------------------------------------------------------------------



| | (b) | reduce the size of the revolving facility by $75.0 million and add a $75.0 million incremental revolving credit facility provision;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



| | (c) | require the payment of a prepayment premium for prepayments of term loans prior to February 4, 2011 (with respect to Tranche B-2-A Term Loans) or February 14, 2010 (with
respect to Tranche B-2-B Term Loans);
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | make certain changes permitting the New Sponsors Acquisition; and
| | --- | -----------------------------------------------------------------



| | (e) | add a financial maintenance covenant requiring compliance with a Consolidated Secured Debt to Consolidated EBITDA Ratio (as defined in the Intelsat Corp Amended and Restated Credit
Agreement) of less than or equal to 4.5 to 1.0.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On February 4, 2008, in connection with the New Sponsors Acquisition,
Intelsat Corp also executed a Joinder Agreement by and among Intelsat Corp, the several lenders party thereto and certain other parties, to the Intelsat Corp Amended and Restated Credit Agreement pursuant to which it incurred an additional
$150.0 million in aggregate principal amount of Tranche B-2 Term Loan.

Debt Transfer, Repayment and Redemptions

On January 15, 2008, we repaid at maturity Intelsat Corps $150.0 million 63/8% Senior Notes due 2008 using funds borrowed under the revolving credit facility portion of Intelsat Corps senior secured
credit facilities. On February 4, 2008, Intelsat Corp used the proceeds of its incremental Tranche B-2 Term Loan and cash on hand to repay this $150.0 million revolver borrowing.

Intelsat Bermuda transferred its debt obligations to Intelsat Jackson on February 4, 2008 (see Note 3(a)AcquisitionsNew Sponsors
Acquisition) and we subsequently redeemed $1.26 billion in long-term debt and incurred early redemption premiums of $38.5 million as follows:



| |  |  | on February 7, 2008, Intelsat Jacksons $260.0 million of Floating Rate Senior Notes due 2013 were redeemed and an early redemption premium of $18.9
million was incurred;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | on February 7, 2008, Intelsat Jacksons $600.0 million of Floating Rate Senior Notes due 2015 were redeemed and an early redemption premium of $12.0
million was incurred; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | on March 6, 2008, Intelsat, Ltd.s $400.0 million of 51/4% Senior Notes due 2008 were redeemed and an early redemption premium of $7.6 million was incurred.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

The premiums incurred were included in the fair value of the associated debt as of the date of the New Sponsors Acquisition.

Change of Control Offers

The New Sponsors
Acquisition resulted in a change of control under the indentures governing certain of our outstanding series of notes and Intelsat Jacksons $1.0 billion Senior Unsecured Credit Agreement dated as of February 2, 2007 (the Intelsat
Jackson Senior Unsecured Credit Agreement), giving the holders of those notes



F-40



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##### Table of Contents

Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



and loans the right to require us to repurchase such notes and repay such loans at 101% of their principal amount, plus accrued interest to the date of
repurchase or repayment. During the second quarter of 2008, the relevant entities completed each such change of control offer, financing the repurchases and repayment through backstop unsecured credit agreement borrowings under the Financing
Commitment Letter or with proceeds from offerings of notes and a new unsecured term loan borrowing.

The amount of notes and loans
tendered, and the related premium amounts incurred resulting from each such change of control offer, was not known as of the date of completion of the New Sponsors Acquisition. In connection with the allocation of the purchase price of the New
Sponsors Acquisition as of January 31, 2008, we estimated the fair value of these obligations based on quoted market prices, which in some cases was different from the repurchase price offered in the required change of control offers of 101% of
the principal amount (i.e., the change of control put price). During the successor period ended September 30, 2008, the final tender amounts were determined, and we allocated an additional $65.6 million of the original purchase price to the
fair value of the debt outstanding as of January 31, 2008, which increased goodwill by the same amount.

The following principal
amounts were tendered and repurchased or repaid in the change of control offers:



| |  |  | $281.8 million of Intelsat Jacksons 111/4% Senior Notes due 2016;
| | - |  | ------------------------------------------------------------------



| |  |  | $695.0 million of Intelsat Jacksons 91/4% Senior Notes due 2016;
| | - |  | -----------------------------------------------------------------



| |  |  | $804.8 million of loans outstanding under the Intelsat Jackson Senior Unsecured Credit Agreement;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | $408.1 million of Intermediate Holdcos $478.7 million aggregate principal amount at maturity of 91/4% Senior Discount Notes due 2015;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $874.6 million of Intelsat Sub Holdcos 81/4% Senior Notes due 2013;
| | - |  | --------------------------------------------------------------------



| |  |  | $674.3 million of Intelsat Sub Holdcos 85/8% Senior Notes due 2015;
| | - |  | --------------------------------------------------------------------



| |  |  | $651.6 million of Intelsat Corps 9% Senior Notes due 2014; and
| | - |  | ---------------------------------------------------------------



| |  |  | $575.0 million of Intelsat Corps 9% Senior Notes due 2016.
| | - |  | -----------------------------------------------------------

Debt Refinancings

On June 27, 2008, Intelsat Bermuda issued $2.81 billion of Senior
Notes due 2017 (the 2017 Bermuda Senior Notes), and $2.23 billion of Senior PIK Election Notes due 2017 (the 2017 Bermuda PIK Notes). Proceeds from the issuance of the 2017 Bermuda Senior Notes and the 2017 Bermuda PIK Notes
were used to repay in full the $4.96 billion of borrowings under the Bridge Loan Credit Agreements. In accordance with EITF Issue No. 96-19, Debtors Accounting for a Modification or Exchange of Debt Instruments (EITF
96-19), the original debt was not deemed to have been extinguished.

On
June 27, 2008, Intelsat Sub Holdco repaid $883.3 million of borrowings under a backstop senior unsecured credit agreement due 2013 and $681.0 million of borrowings under a backstop senior unsecured credit agreement due 2015 with the proceeds of
an offering of $883.3 million of Senior Notes due 2013, bearing interest at 81/2% (guaranteed by certain subsidiaries), and
$681.0 million of Senior Notes due 2015, bearing interest at 87/8% (guaranteed by certain subsidiaries) (collectively, the
New Sub Holdco Senior Notes). The initial purchasers of the New Sub Holdco Senior Notes and the lenders under the backstop senior unsecured credit agreements were affiliated parties and the repayment was completed without an exchange of
cash between us and the lenders. In accordance with EITF 96-19, the original debt was not deemed to have been extinguished.

On June 27, 2008, Intermediate Holdco repaid borrowings under a backstop senior unsecured
credit agreement due 2015 with the proceeds of an offering of 91/2% Senior Discount Notes due 2015 (the New 2015



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Senior Discount Notes). The initial purchasers of the New 2015 Senior Discount Notes and the lenders under the backstop senior unsecured credit
agreements were affiliated parties and the repayment was completed without an exchange of cash between us and the lenders. In accordance with EITF 96-19, the original debt was not deemed to have been extinguished.

On July 1, 2008, Intelsat Jackson issued $284.6 million of Senior Notes due 2016, bearing
interest at 111/2%, and $701.9 million of Senior Notes due 2016 (guaranteed by certain subsidiaries), bearing interest at 91/2% (collectively, the New Jackson Senior Notes). The proceeds of the New Jackson Senior Notes were used, together with
cash on hand, to fund the repurchase of Intelsat Jacksons 91/4% Senior Notes due 2016 and Intelsat Jacksons 111/4% Senior Notes due 2016 tendered in change of control offers. The New Jackson Senior Notes have substantially similar terms to the
notes repurchased.

Intelsat Jackson also repaid loans tendered in a change of control offer relating to the
Intelsat Jackson Senior Unsecured Credit Agreement with borrowings of $810.9 million under a new senior unsecured credit agreement that was entered into on July 1, 2008 (the New Intelsat Jackson Senior Unsecured Credit Agreement),
together with cash on hand. Borrowings under the New Intelsat Jackson Senior Unsecured Credit Agreement bear interest at either (i) LIBOR plus 300 basis points or (ii) the Above Bank Rate (ABR), which is the rate for any day
equal to the higher of (a) the Federal Funds Rate plus 50 basis points or (b) the prime rate, plus 200 basis points.

On July 18, 2008, Intelsat Corp repaid $658.1 million of borrowings under a backstop senior
unsecured credit agreement due 2014 and $580.7 million of borrowings under a backstop senior unsecured credit agreement due 2016 with the proceeds of an offering of $658.1 million of Senior Notes due 2014, bearing interest at 91/4%, and $580.7 million of Senior Notes due 2016, bearing interest at 91/4% (collectively, the New Intelsat Corp Senior Notes). The initial purchasers of the New Intelsat Corp Senior Notes and the lenders under the backstop senior
unsecured credit agreements were affiliated parties and the repayment was completed without an exchange of cash between us and the lenders. In accordance with EITF 96-19, the original debt was deemed to not have been extinguished.

Recent Debt Transactions

On February 12, 2009, our indirect subsidiary, Intelsat Sub Holdco, purchased $114.2 million
of Intelsat, Ltd.s outstanding 75/8% Senior Notes due 2012 (the 2012 Senior Notes) for $93.3 million and
$346.5 million of Intelsat, Ltd.s outstanding 61/2% Senior Notes due 2013 (the 2013 Senior Notes) for $254.6
million pursuant to a cash tender offer (the Tender Offer). On February 12, 2009, Intelsat Sub Holdco completed an offering of $400.0 million aggregate principal amount at maturity of 87/8% Senior Notes due 2015, Series B, which yielded approximately $348.3 million of proceeds at issuance (the 2009 Sub Holdco Notes Offering). The net
proceeds of the 2009 Sub Holdco Notes Offering, together with cash on hand, were used to fund the Tender Offer, to pay related fees and expenses and for general corporate purposes. The new notes have terms substantially similar to Intelsat Sub
Holdcos outstanding 87/8% Senior Notes due 2015 issued in June 2008.

Description of Indebtedness

(a) Intelsat, Ltd.

Senior Notes due 2013

Intelsat, Ltd. had $700.0 million in aggregate principal amount of 2013 Senior Notes outstanding at
December 31, 2008. These notes bear interest at 61/2% annually and mature in November 2013.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Interest is payable on the 2013 Senior Notes semi-annually on May 1 and November 1 of each
year. Intelsat, Ltd. may redeem some or all of the 2013 Senior Notes at any time at the redemption prices set forth in the 2013 Senior Notes. Intelsat, Ltd. may also redeem the outstanding 2013 Senior Notes in whole in the event of certain tax
changes affecting the senior notes, as set forth in the indenture governing the 2013 Senior Notes. The 2013 Senior Notes are senior unsecured obligations of Intelsat, Ltd. and rank equally with Intelsat, Ltd.s other senior unsecured
indebtedness.

Senior Notes due 2012

Intelsat, Ltd. had $600.0 million in aggregate principal amount of 2012 Senior Notes outstanding at
December 31, 2008. These notes bear interest at 75/8% annually and mature in April 2012.

Interest is payable on the 2012 Senior Notes semi-annually on April 15 and October 15 of each year. Intelsat, Ltd. may redeem some or all of
the 2012 Senior Notes at any time at the redemption prices set forth in the 2012 Senior Notes. Intelsat, Ltd. may also redeem the outstanding 2012 Senior Notes in whole in the event of certain tax changes affecting the 2012 Senior Notes, as set
forth in the indenture governing the 2012 Senior Notes. The 2012 Senior Notes are senior unsecured obligations of Intelsat, Ltd. and rank equally with Intelsat, Ltd.s other senior unsecured indebtedness.

(b) Intelsat Bermuda

Senior Notes due 2017

Intelsat Bermuda had $2.8 billion in aggregate principal amount of 2017 Bermuda
Senior Notes at December 31, 2008. These notes bore interest at 7.28% on and prior to August 4, 2008, and bear interest at 111/4% after August 4, 2008. Interest on the 2017 Bermuda Senior Notes is payable semi-annually on August 15 and February 15, commencing on August 15, 2008. The 2017 Bermuda Senior Notes are senior unsecured obligations of
Intelsat Bermuda and rank equally with Intelsat Bermudas other senior unsecured indebtedness.

Senior PIK Election Notes
due 2017

Intelsat Bermuda had $2.3 billion in aggregate principal amount of 2017 Bermuda PIK Notes at December 31, 2008. Interest
on the 2017 Bermuda PIK Notes is payable semi-annually on August 15 and February 15, commencing on August 15, 2008. The 2017 Bermuda PIK Notes are senior unsecured obligations of Intelsat Bermuda and rank equally with Intelsat
Bermudas other senior unsecured indebtedness.

Intelsat Bermuda may, at its
option, elect to pay interest on the 2017 Bermuda PIK Notes (i) entirely in cash, (ii) entirely in PIK interest or (iii) 50% in cash and 50% in PIK interest, through June 15, 2013. After June 15, 2013, interest on the 2017
Bermuda PIK Notes will be payable in cash. Cash interest on the 2017 Bermuda PIK Notes accrued at the rate of 7.53% on and prior to August 4, 2008, and accrues at 111/2% after August 4, 2008. If we so elect, the applicable PIK interest rate will be the cash pay interest rate in effect during the period plus 100 basis points. If we elect to pay any PIK interest, we
will either increase the principal amount of the outstanding 2017 Bermuda PIK Notes or issue new 2017 Bermuda PIK Notes to holders of the 2017 Bermuda PIK Notes in an amount equal to the amount of PIK interest for the applicable interest payment
period.

We have elected to pay interest on the 2017 Bermuda PIK Notes entirely in PIK interest through August 14, 2009.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



(c) Intelsat Jackson

111/4% Senior Notes due 2016 and 111/2% Senior Notes due 2016

Intelsat Jackson had $1.0 billion in aggregate principal amount of its 111/4% Senior Notes due 2016 (the 2016 Notes) and $284.6 million in aggregate principal amount of its 111/2% Senior Notes due 2016 (the New 2016 Notes) outstanding at December 31, 2008. The 2016 Notes and the New 2016
Notes are guaranteed by Intelsat, Ltd.

Interest is payable on both the 2016 Notes and the New 2016 Notes (collectively, the
Intelsat Jackson Senior Notes) semi-annually on June 15 and December 15. Intelsat Jackson may redeem some or all of the Intelsat Jackson Senior Notes at any time prior to June 15, 2011 at a price equal to 100% of the
principal amount thereof plus the make-whole premium described in the respective notes. Thereafter, Intelsat Jackson may redeem some or all of the respective notes at the applicable redemption prices set forth in the respective notes. Intelsat
Jackson may also redeem up to 35% of the outstanding Intelsat Jackson Senior Notes, as applicable, before June 15, 2009, with the proceeds of certain equity offerings and capital contributions subject to limitations and at redemption prices set
forth in the Intelsat Jackson Senior Notes.

The Intelsat Jackson Senior Notes are senior unsecured obligations of Intelsat Jackson and
rank equally with Intelsat Jacksons other senior unsecured indebtedness.

91/4% Senior Notes due 2016 and 91/2% Senior Notes due 2016

Intelsat Jackson had $55.0 million in aggregate principal amount of its 91/4% Senior Notes due 2016 (the
2016 Guaranteed Notes) and $701.9 million in aggregate principal amount of its 91/2% Senior Notes due 2016 (the
New 2016 Guaranteed Notes) outstanding at December 31, 2008. The 2016 Guaranteed Notes and the New 2016 Guaranteed Notes are guaranteed by Intelsat, Ltd., Intelsat Bermuda, Intelsat Sub Holdco and certain of its subsidiaries.

Interest is payable on both the 2016 Guaranteed Notes and the New 2016 Guaranteed Notes (collectively, the Intelsat
Jackson Guaranteed Notes) semi-annually on June 15 and December 15. Intelsat Jackson may redeem some or all of the Intelsat Jackson Guaranteed Notes at any time prior to June 15, 2011 at a price equal to 100% of the principal
amount thereof plus the make-whole premium described in the respective notes. Thereafter, Intelsat Jackson may redeem some or all of the respective notes at the applicable redemption prices set forth in the respective notes. Intelsat Jackson may
also redeem up to 35% of the outstanding Intelsat Jackson Guaranteed Notes, as applicable, before June 15, 2009, with the proceeds of certain equity offerings and capital contributions subject to limitations and at redemption prices set forth
in the 2016 Intelsat Jackson Guaranteed Notes.

The Intelsat Jackson Guaranteed Notes are senior unsecured obligations of Intelsat Jackson
and rank equally with Intelsat Jacksons other senior unsecured indebtedness.

Intelsat Jackson Senior Unsecured Credit Agreement

Intelsat Jackson has a senior unsecured credit facility consisting of a senior unsecured term loan facility due 2014 with $195.2
million outstanding at December 31, 2008. As discussed above, pursuant to the Intelsat Bermuda Transfer, the Intelsat Jackson Senior Unsecured Credit Agreement was transferred to Intelsat Jackson, and Intelsat Bermuda executed a supplemental
agreement pursuant to which it became a guarantor of the Intelsat Jackson Senior Unsecured Credit Agreement.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Borrowings under the Intelsat Jackson Senior
Unsecured Credit Agreement bear interest at either (i) LIBOR plus 250 basis points or (ii) the ABR, which is the rate for any day equal to the higher of (a) the Federal Funds Rate plus1/2of 1.00% and (b) the rate of interest in effect
for such day as its prime rate, plus 150 basis points. At December 31, 2008, the interest rate on the Intelsat Jackson Unsecured Credit Agreement was 7.725%.

Borrowings under the Intelsat Jackson Senior Unsecured Credit Agreement are prepayable at any time without premium or penalty. With respect to a change in control or asset sales, the Intelsat Jackson Unsecured Credit
Agreement contains substantially the same prepayment provisions as the 2016 Guaranteed Notes (as defined above).

Borrowings under the
Intelsat Jackson Senior Unsecured Credit Agreement are guaranteed by Intelsat, Ltd., Intelsat Bermuda, Intelsat Sub Holdco and all of Intelsat Sub Holdcos subsidiaries that guarantee the 2016 Guaranteed Notes.

New Intelsat Jackson Senior Unsecured Credit Agreement

On July 1, 2008, Intelsat Jackson entered into the New Intelsat Jackson Senior Unsecured Credit Agreement, consisting of a senior unsecured term loan facility due 2014 with $810.9 million outstanding at
December 31, 2008.

Borrowings under the New Intelsat Jackson Senior Unsecured Credit Agreement bear interest at either (i) LIBOR
plus 300 basis points or (ii) the ABR, which is the rate for any day equal to the higher of (a) the Federal Funds Rate plus 50 basis points or (b) the prime rate, plus 200 basis points. With respect to a change in control or asset
sales, the New Intelsat Jackson Senior Unsecured Credit Agreement contains substantially the same prepayment provisions as the Intelsat Jackson Senior Unsecured Credit Agreement.

Borrowings under the New Intelsat Jackson Senior Unsecured Credit Agreement are guaranteed by Intelsat, Ltd., Intelsat Bermuda, Intelsat Sub Holdco and
all of Intelsat Sub Holdcos subsidiaries that guarantee the 2016 Guaranteed Notes.

Note Payable to Parent Company

On July 1, 2008, Intelsat Jackson entered into a loan agreement with Intelsat Holdings and received proceeds in the amount of $34.0 million. The
proceeds were used to fund a portion of change of control offers and refinancing activities during the third quarter of 2008. Borrowings under the note payable bear an interest rate equal to the three-month LIBOR plus 725 basis points.

(d) Intermediate Holdco

Senior Discount
Notes due 2015

Intermediate Holdco has $4.5 million in aggregate principal
amount at maturity of 91/4% Senior Discount Notes due 2015 (the 2015 Discount Notes) outstanding at
December 31, 2008.

Until February 1, 2010, interest will accrue on
the 2015 Discount Notes at the rate of 91/4% per annum in the form of an increase in the accreted value (representing
amortization of original issue discount) between the date of original issuance and February 1, 2010. Cash interest is payable on the 2015 Discount Notes semi-annually on February 1 and August 1, beginning on August 1, 2010.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



The 2015 Discount Notes are senior unsecured obligations of Intermediate Holdco and Intelsat, Ltd.
and rank equally with the other senior unsecured indebtedness of Intermediate Holdco and Intelsat, Ltd. Borrowings under the 2015 Discount Notes are guaranteed by Intelsat Bermuda and Intelsat Jackson.

New Senior Discount Notes due 2015

On June 27, 2008, Intermediate Holdco issued $481.0 million in aggregate principal amount at
maturity of the New 2015 Senior Discount Notes, in a private placement.

Until
February 1, 2010, interest will accrue on the New 2015 Senior Discount Notes at the rate of 91/2% per annum in the
form of an increase in the accreted value (representing amortization of original issue discount) between the date of original issuance and February 1, 2010. Cash interest is payable on the New 2015 Discount Notes semi-annually on
February 1 and August 1, beginning on August 1, 2010.

Intermediate Holdco may redeem some or all of the New 2015
Senior Discount Notes at any time prior to February 1, 2010 at a price equal to 100% of the accreted value of the New 2015 Senior Discount Notes plus the make-whole premium described in the New 2015 Senior Discount Notes. On and after
February 1, 2010, Intermediate Holdco may redeem some or all of the New 2015 Senior Discount Notes at any time at the redemption prices set forth in the New 2015 Senior Discount Notes.

The New 2015 Senior Discount Notes are senior unsecured obligations of Intermediate Holdco and Intelsat, Ltd. and rank equally with the other senior
unsecured indebtedness of Intermediate Holdco and Intelsat, Ltd. Borrowings under the New 2015 Senior Discount Notes are guaranteed by Intelsat Bermuda and Intelsat Jackson.

(e) Intelsat Sub Holdco

Senior Notes due 2013 and Senior Notes due 2015

Intelsat Sub Holdco has $0.4 million in aggregate principal amount of its 81/4% Senior Notes due 2013 and $0.4 million in aggregate principal amount of its 85/8% Senior Notes due 2015, (collectively, the 2005 Fixed Rate Notes) outstanding at December 31, 2008.

Interest is payable on the 2005 Fixed Rate Notes semi-annually on January 15 and July 15.

The 2005 Fixed Rate Notes are senior unsecured obligations of Intelsat Sub Holdco and rank equally with Intelsat Sub Holdcos other senior unsecured
indebtedness. The 2005 Fixed Rate Notes are guaranteed by Intelsat Ltd., Intelsat Bermuda, Intelsat Jackson, Intermediate Holdco and certain subsidiaries of Intelsat Sub Holdco.

81/2% Senior Notes due 2013 and 87/8% Senior Notes due 2015

On June 27, 2008, Intelsat Sub Holdco issued $883.3 million of Senior Notes due 2013, bearing
interest at 81/2% (guaranteed by certain subsidiaries), and $681.0 million of Senior Notes due 2015, bearing interest at 87/8% (guaranteed by certain subsidiaries).

Interest is payable on the New Sub Holdco Senior Notes semi-annually on January 15 and
July 15. Intelsat Sub Holdco may redeem some or all of the 87/8% Senior Notes due 2015 at any time prior to January 15, 2010, at a price equal to 100% of the principal amount thereof plus the make-whole premium described in the respective notes. Thereafter,
Intelsat Sub Holdco may redeem some or all of the New Sub Holdco Senior Notes at a price equal to 100% of the principal amount thereof plus the make-whole premium described in the respective notes.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



The New Sub Holdco Senior Notes are senior unsecured obligations of Intelsat Sub Holdco and rank
equally with Intelsat Sub Holdcos other senior unsecured indebtedness. The New Sub Holdco Senior Notes are guaranteed by Intelsat Ltd., Intelsat Bermuda, Intelsat Jackson, Intermediate Holdco and certain subsidiaries of Intelsat Sub Holdco.

Senior Secured Credit Facilities

On January 25, 2008, Intelsat Sub Holdco entered into Amendment No. 2 to the Sub Holdco Credit Agreement, which became effective upon the consummation of the New Sponsors Acquisition and amended and modified the
Sub Holdco Credit Agreement

The senior secured credit facilities as amended consist of:



| |  |  | a $344.8 million senior secured term loan facility with a seven-year maturity;
| | - |  | ------------------------------------------------------------------------------



| |  |  | a $250.0 million senior secured revolving credit facility with a six-year maturity; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | a $50.0 million incremental revolving credit facility provision.
| | - |  | ----------------------------------------------------------------

The revolving credit facility is available on a revolving basis and terminates on July 3, 2012. $200.0 million of the revolving credit facility is available for issuance of letters of credit. Additionally, $35.0
million of the revolving credit facility is available for swingline loans. Both the face amount of any outstanding letters of credit and any swingline loans will reduce availability under the revolving credit facility on a dollar for dollar basis.

Following an amendment on January 25, 2008, interest rates for the term loan
portion of the Sub Holdco Credit Agreement range, at the option of Intelsat Sub Holdco, (i) from the LIBOR rate plus 1.75% to the LIBOR rate plus 2.00%, or (ii) the ABR, which is the rate for any day (rounded upwards, if necessary, to the
next1/16 of 1.00%) equal to the greater of
(a) the prime rate in effect on such day or (b) the Federal Funds Rate in effect on such day plus 1/2 of 1.00%, as defined in the Sub Holdco Credit Agreement, plus 0.75%, to the ABR plus 1.00%, depending on certain financial measures.
Interest rates for the revolving credit facility portion of the Sub Holdco Credit Agreement range, at the option of Intelsat Sub Holdco, (i) from LIBOR plus 2.00% to LIBOR plus 2.50% or (ii) the ABR plus 1.00% to the ABR plus 1.50%,
depending on certain financial measures. The ABR and LIBOR, plus the applicable margins, are determined as specified in the Sub Holdco Credit Agreement, as amended.

Intelsat Sub Holdco is required to pay a commitment fee for the unused commitments under the revolving credit facility, if any, at a rate per annum of 0.375%. Both the face amount of any outstanding letters of credit
and any swingline loans reduce availability under the revolving credit facility on a dollar for dollar basis. Obligations under the Sub Holdco Credit Agreement are guaranteed by certain of Intelsat Sub Holdcos subsidiaries, as well as by
Intelsat Bermuda, Intelsat Jackson and Intermediate Holdco, and secured by a perfected first priority security interest to the extent legally permissible in substantially all of the tangible and intangible assets of the borrower and guarantors, with
certain agreed exceptions.

No amounts were outstanding under the revolving credit
facility as of December 31, 2008; however, $12.5 million in letters of credit were issued and outstanding under the facility. The borrowing availability under the revolving credit facility was $237.5 million at such date. Under the
terms of the credit agreements governing both Intelsat Sub Holdcos senior secured credit facilities and Intelsat Corps amended and restated senior credit facilities, the ability of each company to borrow under its respective revolving
credit facility is subject to compliance by each companys indirect parent, Intelsat, Ltd., under a senior secured debt covenant included in the indenture governing Intelsat, Ltd.s 75/8% Senior Notes due 2012 and the 61/2% Senior Notes due 2013.
As a



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



result, under certain circumstances, Intelsat Sub Holdco may not be able to borrow up to the full amount of borrowing availability under its revolving credit
facility if Intelsat Corp has certain amounts outstanding under its revolving credit facility, and Intelsat Corp may not be able to borrow up to the full amount of borrowing availability under its revolving credit facility if Intelsat Sub Holdco has
certain amounts outstanding under its revolving credit facility.

The credit agreements governing the senior secured credit facilities and
the indentures governing the outstanding notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us. The senior secured credit facilities also include a financial covenant that requires the
borrower not to exceed a maximum senior secured leverage ratio, as amended in January 28, 2008 to add a financial maintenance covenant requiring compliance with a Consolidated Secured Debt to Consolidated EBITDA Ratio (as defined in the Sub
Holdco Credit Agreement) of less than or equal to 1.5 to 1.0. In addition, the senior secured credit facilities require that the borrower use a portion of the proceeds of certain asset sales, in excess of specified amounts, that are not reinvested
in the business, to repay indebtedness under such facilities. The credit agreements governing the senior secured credit facilities and the indentures governing the outstanding notes also include covenants (subject to a number of qualifications)
restricting, among other things, our ability and certain of our subsidiaries ability to pay dividends, or make redemptions, repurchases or distributions with respect to capital stock; make certain loans or investments; engage in mergers,
acquisitions, asset sales and sale and lease-back transactions; and engage in transactions with affiliates.

(f) Intelsat Corp

Senior Secured Credit Facilities

On
January 25, 2008, Intelsat Corp entered into Amendment No. 2 to the Intelsat Corp Amended and Restated Credit Agreement, which became effective upon the consummation of the New Sponsors Acquisition. On February 4, 2008, in connection with
the New Sponsors Acquisition, Intelsat Corp also executed a Joinder Agreement by and among Intelsat Corp, the several lenders party thereto and certain other parties, to the Intelsat Corp Amended and Restated Credit Agreement pursuant to which it
incurred an additional $150.0 million in aggregate principal amount of Tranche B-2 Term Loan.

Intelsat Corporations senior
secured credit facilities consist of:



| |  |  | a $355.9 million senior secured Term Loan A-3 Facility with a six-year maturity;
| | - |  | --------------------------------------------------------------------------------



| |  |  | a $1,785.1 million senior secured Term Loan B-2 Facility with a seven and one half-year maturity;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | a $175.0 million senior secured revolving credit facility with a six-year maturity; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | a $75.0 million incremental revolving credit facility provision.
| | - |  | ----------------------------------------------------------------

The revolving credit facility is available on a revolving basis and terminates on July 3, 2012. $150.0 million of the revolving credit facility is available for issuance of letters of credit. Additionally, a
portion of the revolving credit facility is available for swingline loans. Both the face amount of any outstanding letters of credit and any swingline loans will reduce availability under the revolving credit facility on a dollar for dollar basis.
Following the amendment on January 25, 2008, interest rates for the term loan portion of the Intelsat Corp Amended and Restated Credit Agreement range, at the option of Intelsat Corp, (i) from LIBOR plus 1.75% to LIBOR plus 2.50% or
(ii) the ABR plus 0.75% to the ABR plus 1.50%, depending on certain financial measures. Interest rates for the revolving credit facility portion of the Intelsat Corp Amended and Restated Credit Agreement range, at the option of Intelsat Corp,
(i) from LIBOR plus 2.50% to LIBOR plus 2.875% or (ii) the ABR plus 1.50% to the ABR plus 1.875%, depending on certain financial measures. The ABR and LIBOR, plus the applicable margins,



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



are determined as specified in the Intelsat Corp Amended and Restated Credit Agreement, as amended. At December 31, 2008, the interest rates for both
the Term Loan A-3 facility and the Term Loan B-2 facility were 7.225%.

Intelsat
Corp is required to pay a commitment fee for the unused commitments under the revolving credit facility, if any, at a rate per annum of 0.375%. Certain of the collateral pledged to secure Intelsat Corps obligations under its senior secured
credit facilities is shared with the holders of Intelsat Corps $125.0 million 67/8% Senior Secured Debentures due 2028.

No amounts were outstanding under the revolving credit facility as of December 31, 2008; however, $2.1 million in letters of
credit were issued and outstanding under the facility. The borrowing availability under the revolving credit facility was $172.9 million at December 31, 2008. Under the terms of the credit agreements governing both Intelsat Sub Holdcos
senior secured credit facilities and Intelsat Corps amended and restated senior credit facilities, the ability of each company to borrow under its respective revolving credit facility is subject to compliance by each companys indirect
parent, Intelsat Ltd., under a senior secured debt covenant included in the indenture governing Intelsat Ltd.s outstanding senior notes. As a result, under certain circumstances, Intelsat Corp may not be able to borrow up to the full amount of
borrowing availability under its revolving credit facility if Intelsat Sub Holdco has certain amounts outstanding under its revolving credit facility.

The credit agreements governing the senior secured credit facilities and the indentures governing the outstanding notes contain a number of restrictive covenants that impose significant operating and financial
restrictions on the Company. The senior secured credit facilities also include a financial covenant that requires the borrower not to exceed a maximum senior secured leverage ratio as amended a financial maintenance covenant requiring compliance
with a Consolidated Secured Debt to Consolidated EBITDA Ratio (as defined in the Intelsat Corp Amended and Restated Credit Agreement) of less than or equal to 4.5 to 1.0. In addition, the senior secured credit facilities require that the borrower
use a portion of the proceeds of certain asset sales, in excess of specified amounts, that are not reinvested in the business, to repay indebtedness under such facilities. The credit agreements governing the senior secured credit facilities and the
indentures governing the outstanding notes also include covenants (subject to a number of qualifications) restricting, among other things, our ability and certain of our subsidiaries ability to pay dividends, or make redemptions, repurchases
or distributions with respect to capital stock; make certain loans or investments; engage in mergers, acquisitions, asset sales and sale and lease-back transactions; and engage in transactions with affiliates.

9% Senior Notes due 2014 and 91/4% Senior Notes due 2014

Intelsat Corp had $1.0 million in aggregate principal amount of its 9% Senior Notes due 2014 (the Intelsat Corp 2014 Senior Notes) and $658.1 million in aggregate principal amount of its 91/4% Senior Notes due 2014, (the New Intelsat Corp 2014 Senior Notes) outstanding at December 31, 2008.

Interest on these notes is payable semi-annually on February 15 and
August 15 of each year. Prior to August 15, 2009, Intelsat Corp has the option to redeem all or a portion of the Intelsat Corp 2014 Senior Notes at a price equal to 100% of the principal amount thereof plus a make-whole
premium. Intelsat Corp may also redeem these notes as well as the New Intelsat Corp 2014 Notes on or after August 15, 2009 at par plus accrued interest plus a premium equal to 41/2%, which premium shall decline ratably on each yearly anniversary of the date of issuance to zero on the date that is two years prior to the maturity date of these notes.
If Intelsat Corp makes certain asset sales, Intelsat Corp may be required to offer to repurchase some or all of these notes at a purchase price equal to 100% of the principal amount plus accrued and unpaid interest and Special Interest (as defined
in the Intelsat Corp 2014 Senior Notes), if any.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Both the Intelsat Corp 2014 Senior Notes and the New Intelsat Corp 2014 Senior Notes are senior
unsecured obligations of Intelsat Corp and rank equally with Intelsat Corps other senior unsecured indebtedness.

91/4% Senior Notes due 2016

Intelsat Corp had
$580.7 million of its 91/4% Senior Notes due 2016, (the Intelsat Corp 2016 Senior Notes) outstanding at
December 31, 2008.

Interest on these notes is payable semi-annually on
June 15 and December 15 of each year. Intelsat Corp may has the option to redeem all or a portion of these notes on or after June 15, 2011 at par plus accrued interest plus a premium equal to 41/2%, which premium shall decline ratably on each yearly anniversary of the date of issuance to zero on the date that is two years
prior to the maturity date of these notes. If Intelsat Corp makes certain asset sales, it may be required to offer to repurchase some or all of these notes at a purchase price equal to 100% of the principal amount plus accrued and unpaid interest,
if any.

The Intelsat Corp 2016 Senior Notes are senior unsecured obligations of Intelsat Corp and rank equally with Intelsat
Corps other senior unsecured indebtedness.

67/8% Senior Secured Debentures due 2028

The 67/8% Senior Secured Debentures due 2028, (the Intelsat Corp Senior Debentures) were issued pursuant to an indenture, dated January 16, 1998. The Intelsat Corp Senior Debentures are limited to $125.0
million aggregate principal amount, all of which is presently outstanding. The indenture governing these securities contains limitations on Intelsat Corps ability to incur liens and enter into sale and lease-back transactions. These debentures
are secured equally and ratably with respect to certain pledged collateral under Intelsat Corps senior secured credit facilities.

Note
11    Derivative Instruments and Hedging Activities

Interest Rate Swaps

We are subject to interest rate risk primarily associated with our variable rate borrowings. Interest rate risk is the risk that changes in interest rates
could adversely affect earnings and cash flows. Specific interest rate risk includes: the risk of increasing interest rates on short-term debt; the risk of increasing interest rates for planned new fixed long-term financings; and the risk of
increasing interest rates for planned refinancing using long-term fixed rate debt. In order to mitigate this risk, we have entered into interest rate swap agreements to reduce the impact of interest rate movements on future interest expense by
converting substantially all of our floating-rate debt to a fixed rate.

As of December 31, 2008, we held interest rate swaps with an
aggregate notional amount of $3.0 billion with maturities ranging from 2010 to 2013. These swaps were entered into as described below to economically hedge the variability in cash flow on a portion of the floating-rate term loans under our
senior secured and unsecured credit facilities, but have not been designated as hedges for accounting purposes. On a quarterly basis, we receive a floating rate of interest equal to the three-month LIBOR and pay a fixed rate of interest that is
subject to scheduled rate increases.

In February 2008, we entered into five-year interest rate swaps with an effective date of
March 14, 2008 to hedge interest expense on an aggregate notional amount of $2.35 billion expected to mature on March 14, 2013. In addition, certain of these swaps contain options covering a notional amount of $717.0 million that would
effectively permit us to terminate the underlying swaps on March 14, 2011, prior to the stated maturity of March 14, 2013. If we exercise the options, the cash flows (excluding accrued and unpaid interest) for the underlying swap and those
from the options are expected to offset one another.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Our indirect subsidiary, Intelsat Corp, entered into a five-year interest rate swap on March 14,
2005 to hedge interest expense on a notional amount of $1.25 billion of debt. On March 14, 2008, under the original terms of the swap agreement, the notional amount was reduced to $625.0 million, at which level it will remain until
expiration on March 14, 2010.

The counterparties to such agreements are highly rated financial institutions. In the unlikely event
that the counterparties fail to meet the terms of the interest rate swaps, our exposure is limited to the interest rate differential on the notional amount at each quarterly settlement period over the life of the agreement. We do not anticipate
non-performance by the counterparties.

All of these interest rate swaps were undesignated as of December 31, 2008. The swaps have
been marked-to-market with any change in fair value recorded within loss on undesignated interest rate swaps in our consolidated statements of operations.

As of December 31, 2007 and 2008, $14.2 million and $159.1 million was included in other long-term liabilities within our consolidated balance sheets related to the interest rate swaps. On the interest rate
reset date of December 15, 2008, the interest rate which the counterparties utilized to compute interest due to us was determined to be 1.99625%.

Note 12    Income Taxes

The provision for (benefit from) income taxes consisted of the following (in
thousands):



|                                                |  |                            |         |   |                            |   |                  |                                         |  |   |         |   |                                           |  |  |   |          |  
|----------------------------------------------- |  | -------------------------- | ------- | - | -------------------------- | - | ---------------- | --------------------------------------- |  | - | ------- | - | ----------------------------------------- |  |  | - | -------- | -
|                                                |  | Predecessor Entity         |         |   |                            |   | Successor Entity |                                        
|                                                |  | Year EndedDecember 31,2006 |         |   | Year EndedDecember 31,2007 |   |                  | PeriodJanuary 1, 2008to January 31,2008 |  |   |         |   | PeriodFebruary 1, 2008to December 31,2008 | 
|Current                                         |  | $                          | 44,249  |   |                            | $ | 52,916           |                                         |  | $ | 23,159  |   |                                           |  |  | $ | 41,026   |  
|Deferred                                        |  |                            | (25,399 | ) |                            |   | (37,959          | )                                       |  |   | (33,635 | ) |                                           |  |  |   | (150,587 | )
|                                                |  |                            |         |   |                            |   |                  |                                         |  |   |         |   |                                           |  |  |   |          |  
|Total provision for (benefit from) income taxes |  | $                          | 18,850  |   |                            | $ | 14,957           |                                         |  | $ | (10,476 | ) |                                           |  |  | $ | (109,561 | )
|                                                |  |                            |         |   |                            |   |                  |                                         |  |   |         |   |                                           |  |  |   |          |  

Because Bermuda does not currently impose an income tax, our statutory tax rate is zero. The
difference between tax expense (benefit) reported in the consolidated statements of operations and tax computed at statutory rates is attributable to the provision for foreign taxes, which were principally in the United States and United Kingdom, as
well as withholding taxes on revenue earned in many of our foreign markets.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



The components of the net deferred tax liability were as follows (in thousands):



|                                            |  |                       |          |   |  |  |                       |   |          |  
|------------------------------------------- |  | --------------------- | -------- | - |  |  | --------------------- | - | -------- | -
|                                            |  | Predecessor Entity    |          |   |  |  | Successor Entity      |  
|                                            |  | As ofDecember 31,2007 |          |   |  |  | As ofDecember 31,2008 |  
|Deferred tax assets:                        |  |                       |          |   |  |  |                       |   |          |  
|Accruals and advances                       |  | $                     | 50,208   |   |  |  |                       | $ | 5,642    |  
|Performance incentives                      |  |                       | 42,635   |   |  |  |                       |   | 44,707   |  
|Sales-type leases                           |  |                       | 30,532   |   |  |  |                       |   | 26,119   |  
|Customer deposits                           |  |                       | 35,387   |   |  |  |                       |   | 44,056   |  
|Debt issuance costs                         |  |                       | 21,798   |   |  |  |                       |   | 13,624   |  
|Bad debt reserve                            |  |                       | 9,040    |   |  |  |                       |   | 5,945    |  
|Accrued retirement benefits                 |  |                       | 27,813   |   |  |  |                       |   | 94,811   |  
|Interest rate swaps                         |  |                       | 1,096    |   |  |  |                       |   | 32,930   |  
|Net operating loss carryforward             |  |                       | 124,121  |   |  |  |                       |   | 17,814   |  
|Alternative minimum tax credit carryforward |  |                       | 17,951   |   |  |  |                       |   | 18,079   |  
|Other                                       |  |                       | 10,739   |   |  |  |                       |   | 10,841   |  
|                                            |  |                       |          |   |  |  |                       |   |          |  
|Total deferred tax assets                   |  |                       | 371,320  |   |  |  |                       |   | 314,568  |  
|                                            |  |                       |          |   |  |  |                       |   |          |  
|Deferred tax liabilities:                   |  |                       |          |   |  |  |                       |   |          |  
|Satellites and other property and equipment |  |                       | (220,362 | ) |  |  |                       |   | (269,258 | )
|Amortizable intangible assets               |  |                       | (96,381  | ) |  |  |                       |   | (203,587 | )
|Non-amortizable intangible assets           |  |                       | (402,913 | ) |  |  |                       |   | (283,992 | )
|Launch options                              |  |                       | (1,259   | ) |  |  |                       |   | (23,817  | )
|Other                                       |  |                       | (9,331   | ) |  |  |                       |   | (10,114  | )
|                                            |  |                       |          |   |  |  |                       |   |          |  
|Total deferred tax liabilities              |  |                       | (730,246 | ) |  |  |                       |   | (790,768 | )
|                                            |  |                       |          |   |  |  |                       |   |          |  
|Valuation allowance                         |  |                       | (707     | ) |  |  |                       |   | (850     | )
|                                            |  |                       |          |   |  |  |                       |   |          |  
|Total net deferred tax liabilities          |  | $                     | (359,633 | ) |  |  |                       | $ | (477,050 | )
|                                            |  |                       |          |   |  |  |                       |   |          |  

As of December 31, 2007, we had income taxes payable, excluding tax contingencies, of
$1.0 million. As of December 31, 2007 and 2008, we provided $0.7 million and $0.9 million of valuation allowances against the deferred tax assets of certain subsidiaries. Other than this valuation allowance, we believe it is more
likely than not that we will fully utilize our deferred tax assets against reversing future taxable temporary differences and against the future taxable income earned by our subsidiaries in taxable jurisdictions. We have significant operations in
taxable jurisdictions, principally the U.S. and U.K. Certain of the operations of these subsidiaries are controlled by various intercompany agreements which provide these subsidiaries with predictable operating profits. Other subsidiaries,
principally those included in the Intelsat Corp group of companies, are subject to the risks of our overall business conditions which make their earnings less predictable. As of December 31, 2007 and 2008, the consolidated balance sheet
includes a deferred tax asset in the amount of $124.1 million and $17.8 million, respectively, attributable to the future benefit from the utilization of certain net operating loss carryforwards and $18.0 million and
$18.1 million of deferred tax assets, respectively, attributable to the future benefit from the utilization of alternative minimum tax credit carryforwards. As of December 31, 2008, we had tax effected U.S. federal, state and foreign tax
net operating loss carryforwards of $16.3 million expiring between 2015 to 2028 and tax effected net operating loss carryforwards of $1.5 million having no expiration. Our alternative minimum tax credit carryforward was $18.1 million, which may be
carried forward indefinitely.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



During the second quarter of 2008, we revised our estimate of the benefit we may claim for our 2005
tax year under the extraterritorial income tax exclusion. The change in managements estimate resulted in an additional tax return benefit of approximately $16.2 million, the effect of which was recorded as a reduction to goodwill.

The following table summarizes the activity related to our unrecognized tax benefits (in thousands):



|                                                                 |  |                    |         |   |  |  |                  |   |        |  
|---------------------------------------------------------------- |  | ------------------ | ------- | - |  |  | ---------------- | - | ------ | -
|                                                                 |  | Predecessor Entity |         |   |  |  | Successor Entity |  
|                                                                 |  | 2007               |         |   |  |  | 2008             |  
|Balance at January 1                                             |  | $                  | 83,045  |   |  |  |                  | $ | 62,537 |  
|Increases related to current year tax positions                  |  |                    | 2,954   |   |  |  |                  |   | 16,823 |  
|Increases related to prior year tax positions                    |  |                    | 13,004  |   |  |  |                  |   | 20,005 |  
|Expiration of statute of limitations for the assessment of taxes |  |                    |        |   |  |  |                  |   | (7,518 | )
|Decreases relate to prior year tax positions                     |  |                    | (31,514 | ) |  |  |                  |   | (4,544 | )
|Decreases related to the settlement of tax positions             |  |                    | (4,952  | ) |  |  |                  |   | (495   | )
|                                                                 |  |                    |         |   |  |  |                  |   |        |  
|Balance at December 31                                           |  | $                  | 62,537  |   |  |  |                  | $ | 86,808 |  
|                                                                 |  |                    |         |   |  |  |                  |   |        |  

As of December 31, 2007 and 2008, we had recorded reserves for interest and penalties of
$6.0 million and $6.6 million, respectively. We continue to recognize interest and, to the extent applicable, penalties with respect to the unrecognized tax benefits as income tax expense.

It is reasonably possible that an audit related to our U.K. operations will be completed within the next twelve months which could result in a decrease
in the balance of unrecognized tax benefits. In addition, we believe it is reasonably possible that we will recognize a decrease in unrecognized tax benefits related to the expiration of certain statutes of limitations. We believe that there are no
other jurisdictions in which the outcome of unresolved issues or claims is likely to be material to our results of operations, financial position or cash flows.

We operate in various taxable jurisdictions throughout the world and our tax returns are subject to audit and review from time to time. We consider the United Kingdom and United States to be our significant tax
jurisdictions. Our U.S. and U.K. subsidiaries are subject to federal, state and local income tax examination for periods after July 18, 2001.

The income tax returns for two of our U.K. indirect subsidiaries are currently under examination by the U.K. tax authorities: Intelsat Global Sales & Marketing Ltd. for the years ended December 31, 2001, 2002, 2003 and 2004
and PanAmSat Europe Ltd. for the year ended December 31, 2003. As a result of our operating structure, we and our affiliates have entered into various intercompany agreements which have been, at least in part, the focus of the tax authorities
in both the U.S. and the U.K. During the second quarter of 2008, we had multiple discussions with the U.K. revenue authorities regarding our outstanding audit issues. While the ultimate outcome of such examinations cannot be predicted, substantial
progress was made towards resolving some of the outstanding issues. As a result, management has reduced its estimate of the U.K. unrecognized tax benefits by $6.3 million, of which $5.1 million was recorded as a reduction to goodwill.

During the third quarter of 2008, the U.S. Internal Revenue Service began its audit of Intelsat Corp for the years ended December 31, 2005 and 2006.
At this point in time, it is too early to anticipate both the length of the audit and the probability of any adjustments.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Tax Contingency

Prior to August 20, 2004, our subsidiary, Intelsat Corp, joined with The DIRECTV Group and General Motors Corporation in filing a consolidated U.S. federal income tax return. In April 2004, Intelsat Corp entered
into a tax separation agreement with The DIRECTV Group that superseded four earlier tax-related agreements among Intelsat Corp and its subsidiaries, The DIRECTV Group and certain of its affiliates. Pursuant to the tax separation agreement, The
DIRECTV Group agreed to indemnify Intelsat Corp for all federal and consolidated state and local income taxes a taxing authority may attempt to collect from Intelsat Corp regarding any liability for the federal or consolidated state or local income
taxes of General Motors Corporation and The DIRECTV Group, except those income taxes Intelsat Corp is required to pay under the tax separation agreement. In addition, The DIRECTV Group agreed to indemnify Intelsat Corp for any taxes (other than
those taxes described in the preceding sentence) related to any periods or portions of such periods ending on or prior to the day of the closing of the PanAmSat recapitalization, which occurred on August 20, 2004, in amounts equal to 80% of the
first $75.0 million of such other taxes and 100% of any other taxes in excess of the first $75.0 million. As a result, Intelsat Corps tax exposure after indemnification related to these periods is capped at $15.0 million, of
which $4.0 million has been paid to date. The tax separation agreement with The DIRECTV Group is effective from August 20, 2004 until the expiration of the statute of limitations with respect to all taxes to which the tax separation
agreement relates. As of December 31, 2007 and 2008, we recorded tax indemnification receivables of $6.8 million and $5.9 million, respectively.

In December 2007, we received a notice of assessment from the income tax officer, New Delhi, for the tax year ended March 31, 2005 (assessment year 2005/2006). The assessment was for approximately $0.5 million.
We paid the assessment on January 8, 2008. We and The DIRECTV Group agreed that the indemnity receivable associated with this assessment is $0.2 million.

On October 25, 2007, Intelsat Corp was notified by The DIRECTV Group that the Internal Revenue Service had begun a federal income tax return audit for the period beginning December 23, 2003 and ending
December 31, 2005. As mentioned above, under the terms of Intelsat Corps tax separation agreement with The DIRECTV Group, certain federal income taxes are fully indemnified by The DIRECTV Group for periods through August 20, 2004.

Note 13    Restructuring and Transaction Costs

Our restructuring and transaction costs include our historical facilities restructuring plans and management-approved restructuring plans to consolidate and integrate the management and operations of Intelsat and
PanAmSat Holdco subsequent to consummation of the PanAmSat Acquisition Transactions as well as transaction-related expenses incurred in connection with the New Sponsors Acquisition (See Note 3(a)AcquisitionsNew Sponsors Acquisition).

(a) Facilities Restructuring Plans

The facilities restructuring plan approved subsequent to the consummation of the PanAmSat Acquisition Transactions included the closure of PanAmSat Holdcos former corporate headquarters in Wilton, Connecticut, as well as two other
locations in the United States. These costs relate primarily to payments due on existing lease obligations that are expected to be incurred and paid through 2011. PanAmSat Holdco also had recorded liabilities in connection with its 2002 approval of
a plan to restructure several of its United States locations and close certain facilities, some of which are currently being leased through 2011. Additionally, in an effort to further streamline operations, during 2004, PanAmSat Holdco consolidated
its Manhattan Beach, El Segundo and Long Beach, California facilities. The facilities restructuring liability was $6.4 million and $5.5 million as of December 31, 2007 and 2008, respectively, the current portion of which is included
in accounts payable and



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



accrued liabilities, with the remainder in other long-term liabilities in our consolidated balance sheets. During the quarter ended June 30, 2008, we
revised the fair value of the recorded liability by $0.6 million as a result of additional information primarily related to our Wilton, Connecticut office, which was closed during 2007. In addition, during the quarter ended December 31,
2008, we recognized additional restructuring costs of $1.9 million due to the loss of a sub-lease tenant at our Wilton, Connecticut office. We expect to pay $2.2 million within the next 12 months in connection with the facilities restructuring plan.

(b) Workforce Restructuring Plan

As part of the consolidation and integration associated with the PanAmSat Acquisition Transactions, we approved a workforce restructuring plan. This plan provided for the relocation and/or severance of employees due to planned facility
closures. This workforce reduction covered approximately 400 employees. Approximately $26.4 million and $9.3 million of operating expenses were recorded in the consolidated statements of operations in relation to these plans during the
years ended December 31, 2006 and 2007, respectively. There were no operating expenses recorded in relation to this plan for the predecessor period January 1, 2008 to January 31, 2008 or the successor period February 1, 2008 to
December 31, 2008. These costs included employee compensation, benefits, outplacement services, legal services and relocation. A workforce restructuring liability of $6.7 million and $0.4 million as of December 31, 2007 and 2008,
respectively, was included in employee related liabilities in our consolidated balance sheets and the remaining liability at December 31, 2008 is expected to be paid in 2009.

The following table summarizes the recorded accruals, which are included in accounts payable and accrued liabilities, employee related liabilities, and
other long-term liabilities in the accompanying consolidated balance sheets, and activity related to the facilities restructuring and workforce restructuring (in millions):



|                             |  |                             |      |   |                            |   |       |       |  |   |       |  
|---------------------------- |  | --------------------------- | ---- | - | -------------------------- | - | ----- | ----- |  | - | ----- | -
|                             |  | FacilitiesRestructuringPlan |      |   | WorkforceRestructuringPlan |   |       | Total | 
|Predecessor entity           |  |                             |      |   |                            |   |       |       |  |   |       |  
|Balance at December 31, 2005 |  | $                           |     |   |                            | $ |      |       |  | $ |      |  
|Restructuring charges        |  |                             | 0.1  |   |                            |   | 26.4  |       |  |   | 26.5  |  
|Assumed liabilities          |  |                             | 9.4  |   |                            |   | 19.6  |       |  |   | 29.0  |  
|Net cash payments            |  |                             | (0.7 | ) |                            |   | (17.9 | )     |  |   | (18.6 | )
|Other adjustments            |  |                             |     |   |                            |   | (9.4  | )     |  |   | (9.4  | )
|                             |  |                             |      |   |                            |   |       |       |  |   |       |  
|Balance at December 31, 2006 |  |                             | 8.8  |   |                            |   | 18.7  |       |  |   | 27.5  |  
|Restructuring charges        |  |                             |     |   |                            |   | 9.3   |       |  |   | 9.3   |  
|Net cash payments            |  |                             | (2.9 | ) |                            |   | (21.3 | )     |  |   | (24.2 | )
|Other adjustments            |  |                             | 0.5  |   |                            |   |      |       |  |   | 0.5   |  
|                             |  |                             |      |   |                            |   |       |       |  |   |       |  
|Balance at December 31, 2007 |  |                             | 6.4  |   |                            |   | 6.7   |       |  |   | 13.1  |  
|Net cash payments            |  |                             | (0.1 | ) |                            |   | (3.1  | )     |  |   | (3.2  | )
|                             |  |                             |      |   |                            |   |       |       |  |   |       |  
|Balance at January 31, 2008  |  |                             | 6.3  |   |                            |   | 3.6   |       |  |   | 9.9   |  
|                             |  |                             |      |   |                            |   |       |       |  |   |       |  
|Fair value adjustments       |  | $                           | (0.6 | ) |                            | $ |      |       |  | $ | (0.6  | )
|                             |  |                             |      |   |                            |   |       |       |  |   |       |  
|Successor entity             |  |                             |      |   |                            |   |       |       |  |   |       |  
|Balance at February 1, 2008  |  | $                           | 5.7  |   |                            | $ | 3.6   |       |  | $ | 9.3   |  
|Restructuring charges        |  |                             | 1.9  |   |                            |   |      |       |  |   | 1.9   |  
|Net cash payments            |  |                             | (2.1 | ) |                            |   | (3.2  | )     |  |   | (5.3  | )
|                             |  |                             |      |   |                            |   |       |       |  |   |       |  
|Balance at December 31, 2008 |  | $                           | 5.5  |   |                            | $ | 0.4   |       |  | $ | 5.9   |  
|                             |  |                             |      |   |                            |   |       |       |  |   |       |  



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



No additional charges related to the facilities restructuring plan or the workforce restructuring
plan are expected to be incurred.

Note 14    Contractual Commitments

In the further development and operation of our commercial global communications satellite system, significant additional expenditures are anticipated. In
connection with these and other expenditures, we have assumed a significant amount of long-term debt, as described in Note 10Long-Term Debt. In addition to these debt and related interest obligations, we have expenditures represented by other
contractual commitments. The additional expenditures as of December 31, 2008 and the expected year of payment are as follows:



|                              |  |                                               |         |                                          |   |                                    |  |                |        |                  |   |       |                              |   |         |      |  |   |         |  |   |          
|----------------------------- |  | --------------------------------------------- | ------- | ---------------------------------------- | - | ---------------------------------- |  | -------------- | ------ | ---------------- | - | ----- | ---------------------------- | - | ------- | ---- |  | - | ------- |  | - | ---------
|                              |  | SatelliteConstruction andLaunchObligations(1) |         | SatellitePerformanceIncentiveObligations |   | HorizonsContributionObligations(2) |  | Capital Leases |        | Operating Leases |   |       | Customer andVendor Contracts |   | Total  
|2009                          |  | $                                             | 361,176 |                                          | $ | 38,526                             |  | $              | 14,886 |                  | $ | 1,925 |                              | $ | 4,647   |      |  | $ | 97,397  |  | $ | 518,557  
|2010                          |  |                                               | 126,053 |                                          |   | 25,728                             |  |                | 14,567 |                  |   | 196   |                              |   | 4,226   |      |  |   | 28,609  |  |   | 199,379  
|2011                          |  |                                               | 43,791  |                                          |   | 21,871                             |  |                | 14,181 |                  |   |      |                              |   | 4,432   |      |  |   | 17,027  |  |   | 101,302  
|2012                          |  |                                               | 4,236   |                                          |   | 21,530                             |  |                | 13,740 |                  |   |      |                              |   | 125     |      |  |   | 13,494  |  |   | 53,125   
|2013                          |  |                                               | 4,236   |                                          |   | 20,499                             |  |                | 13,236 |                  |   |      |                              |   | (1,157  | )(3) |  |   | 11,420  |  |   | 48,234   
|2014 and thereafter           |  |                                               | 42,076  |                                          |   | 89,687                             |  |                | 12,665 |                  |   |      |                              |   | 116,852 |      |  |   | 566     |  |   | 261,846  
|                              |  |                                               |         |                                          |   |                                    |  |                |        |                  |   |       |                              |   |         |      |  |   |         |  |   |          
|Total contractual commitments |  | $                                             | 581,568 |                                          | $ | 217,841                            |  | $              | 83,275 |                  | $ | 2,121 |                              | $ | 129,125 |      |  | $ | 168,513 |  | $ | 1,182,443
|                              |  |                                               |         |                                          |   |                                    |  |                |        |                  |   |       |                              |   |         |      |  |   |         |  |   |          



|(1) | Amounts include estimated payments to be made on performance incentive obligations related to our IS-14 and IS-17 satellites which are currently under construction.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | See Note 8Investments.
|--- | -----------------------

|(3) | In 2013, the total of our rental income on our owned Washington, D.C. building (see (c) Operating Leases) and our sublease income on leased facilities will exceed our operating
lease commitments.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(a) Satellite Construction and Launch Obligations

As of December 31, 2008, we had approximately $581.6 million of expenditures remaining under our existing satellite construction and launch
contracts. In the first quarter of 2009, we entered into an additional $75 million satellite launch contract. Satellite launch and in-orbit insurance contracts related to future satellites to be launched are cancelable up to thirty days prior to the
satellites launch. As of December 31, 2008, we did not have any non-cancelable commitments related to existing launch insurance or in-orbit insurance contracts for satellites to be launched.

The satellite construction contracts typically require that we make progress payments during the period of the satellites construction. The
satellite construction contracts contain provisions that allow us to terminate the contracts with or without cause. If terminated without cause, we would forfeit the progress payments and be subject to termination payments that escalate with the
passage of time. If terminated for cause, we would be entitled to recover any payments we made under the contracts and certain liquidated damages as specified in the contracts.

(b) Satellite Performance Incentive Obligations

Satellite construction contracts also
typically require that we make orbital incentive payments (plus interest as defined in each agreement with the satellite manufacturer) over the orbital life of the satellite. The incentive



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



obligations may be subject to reduction or refund if the satellite fails to meet specific technical operating standards. As of December 31, 2007 and
2008, we had $149.3 million and $155.2 million, respectively, recorded in relation to satellite performance incentive obligations, excluding future interest payments but including performance payments which were part of the aggregate purchase price
of our IS-12 satellite, which PanAmSat acquired in 2005.

(c) Operating Leases

We have commitments for operating leases primarily relating to equipment and office facilities. These leases contain escalation provisions for increases.
As of December 31, 2008, the total obligation related to operating leases, net of $23.3 million aggregate sublease income on leased facilities and rental income, was $129.1 million. We lease space in our Washington, D.C. building, which we own,
to various tenants. As of December 31, 2008, the minimum rental income anticipated with respect to this building is $16.3 million, of which $13.9 million is expected to be received during the next five years. Rental income and sublease income
are included in other income (expense), net in the accompanying consolidated statements of operations.

Total rent expense for the years
ended December 31, 2006 and 2007, the predecessor period January 1, 2008 to January 31, 2008 and the successor period February 1, 2008 to December 31, 2008 was $8.7 million, $8.5 million, $0.6 million and $8.2 million,
respectively.

(d) Customer and Vendor Contracts

We have contracts with certain customers which require us to provide equipment, services and other support during the term of the related contracts. We also have long-term contractual obligations with service
providers primarily for the operation of certain of our satellites. As of December 31, 2008, we had commitments under these customer and vendor contracts which totaled approximately $168.5 million related to the provision of equipment, services
and other support.

Note 15    Contingencies

(a) Insurance

As of December 31, 2008, the majority of our satellites were uninsured. Of
the insured satellites, one was covered by an insurance policy with substantial exclusions or exceptions to coverage for failures of specific components identified by the underwriters as at risk for possible failure (Significant Exclusion
Policies). The Significant Exclusion Policies reduce the probability of an insurance recovery in the event of a loss on this satellite. Galaxy 13/Horizons-1, which was placed in service in January 2004 and is insured by a policy with an
exclusion for XIPS related anomalies, continues to have XIPS available as its primary propulsion system. It also has a bi-propellent fuel system currently in use, with sufficient bi-propellant fuel to maintain station-kept orbit until approximately
2016.

An uninsured failure of one or more satellites could have a material adverse effect on our financial condition and results of
operations. In addition, higher premiums on insurance policies would increase our costs, thereby reducing income from operations by the amount of such increased premiums.

(b) Litigation and Claims

We are subject to litigation in the ordinary course of business,
but management does not believe that the resolution of any pending proceedings would have a material adverse effect on our financial position or results of operations.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



(c) MFC and LCO Protections

Most of the customer service commitments entered into prior to our privatization were transferred to us pursuant to novation agreements. Certain of these
agreements contain provisions, including provisions for most favored customer (MFC) and lifeline connectivity obligation (LCO) protections, which constrain our ability to price services in some circumstances. MFC protection
expired on July 18, 2006. Our LCO contracts require us to provide customers with the right to renew their service commitments covered by LCO contracts at prices no higher than the prices charged for those services on the privatization date.
Under some circumstances, we may also be required by an LCO contract to reduce the price for a service commitment covered by the contract. LCO protection may continue until July 18, 2013. As of December 31, 2008, we had approximately
$170.7 million of backlog covered by LCO contracts and to date have not been required to reduce prices for our LCO-protected service commitments. There can be no assurance that we will not be required to reduce prices in the future under our LCO
commitments.

(d) Launch Termination Fees

In October 2004, we entered into an agreement with Lockheed Martin Commercial Launch Services for the launch of an unspecified future satellite. This agreement provides that we may terminate at our option, subject to
the payment of a termination fee that is the greater of (a) 50% of the launch service price and accommodation fee paid or due as of the effective date of the termination or (b) $30.0 million. On July 3, 2007, we provided
authorization to proceed to Lockheed Martin Commercial Launch Services for a launch vehicle that we plan to utilize for the launch of the IS-14 satellite. The termination provisions above remain applicable if we were to terminate the launch vehicle
order.

(e) Other

Boeing
Satellite Systems, Inc. has security interests in certain transponders on the IS-2, IS-3R, IS-4 and IS-5 satellites to secure incentive payments owed by us pursuant to satellite construction contracts.

Note 16    Business and Geographic Segment Information

We operate in a single industry segment, in which we provide satellite services to our communications customers around the world. Revenue by region is based on the locations of customers to which services are billed.
Our satellites are in geosynchronous orbit, and consequently are not attributable to any geographic location. Of our remaining assets, substantially all are located in the United States.

The geographic distribution of our revenue was as follows:



|                            |  |                            |   |  |                            |   |                  |                                          |   |  |  |  |                                            |  
|--------------------------- |  | -------------------------- | - |  | -------------------------- | - | ---------------- | ---------------------------------------- | - |  |  |  | ------------------------------------------ | -
|                            |  | Predecessor Entity         |   |  |                            |   | Successor Entity |                                         
|                            |  | Year EndedDecember 31,2006 |   |  | Year EndedDecember 31,2007 |   |                  | PeriodJanuary 1, 2008 toJanuary 31, 2008 |   |  |  |  | PeriodFebruary 1, 2008 toDecember 31, 2008 |  
|North America               |  | 46                         | % |  | 48                         | % |                  | 48                                       | % |  |  |  | 46                                         | %
|Europe                      |  | 18                         | % |  | 15                         | % |                  | 16                                       | % |  |  |  | 17                                         | %
|Africa and Middle East      |  | 18                         | % |  | 17                         | % |                  | 18                                       | % |  |  |  | 17                                         | %
|Latin America and Caribbean |  | 10                         | % |  | 12                         | % |                  | 11                                       | % |  |  |  | 12                                         | %
|Asia Pacific                |  | 8                          | % |  | 8                          | % |                  | 7                                        | % |  |  |  | 8                                          | %

Approximately 5%, 6%, 7% and 5% of our revenue was derived from our largest customer during the
predecessor periods ended December 31, 2006 and 2007, the predecessor period January 1, 2008 to January 31, 2008 and the successor period February 1, 2008 to December 31, 2008, respectively. The ten largest customers



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



accounted for approximately 22%, 23%, 23% and 20% of our revenue for the years ended December 31, 2006 and 2007, the predecessor period January 1,
2008 to January 31, 2008 and the successor period February 1, 2008 to December 31, 2008, respectively.

Our revenues were
derived from the following services:



|                                    |  |                                    |           |  |                            |   |                  |                                          |           |  |     |   |                                            |   |         |  |     |   |  |  |  |   |           |  |     |  
|----------------------------------- |  | ---------------------------------- | --------- |  | -------------------------- | - | ---------------- | ---------------------------------------- | --------- |  | --- | - | ------------------------------------------ | - | ------- |  | --- | - |  |  |  | - | --------- |  | --- | -
|                                    |  | Predecessor Entity                 |           |  |                            |   | Successor Entity |                                         
|                                    |  | Year EndedDecember 31,2006         |           |  | Year EndedDecember 31,2007 |   |                  | Period January 1,2008 to January 31,2008 |           |  |     |   | Period February 1,2008 to December 31,2008 |  
|                                    |  | (in thousands, except percentages) |          
|Transponder services                |  | $                                  | 1,210,589 |  | 73                         | % |                  | $                                        | 1,654,321 |  | 76  | % |                                            | $ | 146,344 |  | 77  | % |  |  |  | $ | 1,648,899 |  | 76  | %
|Managed services                    |  |                                    | 173,377   |  | 10                         | % |                  |                                          | 264,038   |  | 12  | % |                                            |   | 23,847  |  | 12  | % |  |  |  |   | 278,725   |  | 13  | %
|Channel                             |  |                                    | 204,140   |  | 12                         | % |                  |                                          | 163,488   |  | 7   | % |                                            |   | 12,525  |  | 7   | % |  |  |  |   | 132,168   |  | 6   | %
|Mobile satellite services and other |  |                                    | 74,560    |  | 5                          | % |                  |                                          | 101,232   |  | 5   | % |                                            |   | 7,545   |  | 4   | % |  |  |  |   | 114,848   |  | 5   | %
|                                    |  |                                    |           |  |                            |   |                  |                                          |           |  |     |   |                                            |   |         |  |     |   |  |  |  |   |           |  |     |  
|Total                               |  | $                                  | 1,662,666 |  | 100                        | % |                  | $                                        | 2,183,079 |  | 100 | % |                                            | $ | 190,261 |  | 100 | % |  |  |  | $ | 2,174,640 |  | 100 | %
|                                    |  |                                    |           |  |                            |   |                  |                                          |           |  |     |   |                                            |   |         |  |     |   |  |  |  |   |           |  |     |  

Note 17    Related Party Transactions

(a) Shareholders Agreement

The shareholders
of Intelsat Holdings, including recipients of restricted share awards of Intelsat Holdings, entered into a shareholders agreement on January 28, 2005. The shareholders agreement and the bye-laws of Intelsat Holdings provided, among other
things, for the governance of Intelsat Holdings and its subsidiaries and provided specific rights to and limitations upon the holders of Intelsat Holdings share capital with respect to shares held by such holders.

The agreement terminated upon the completion of the New Sponsors Acquisition, and the New Sponsors and other shareholders of Serafina Holdings entered
into similar shareholders agreements on February 4, 2008.

(b) Monitoring Fee Agreements and Transaction Fees

In connection with the closing of the New Sponsors Acquisition on February 4, 2008, Intelsat Bermuda, our wholly-owned subsidiary, entered into the
2008 MFA with the 2008 MFA parties pursuant to which the 2008 MFA parties provide certain monitoring, advisory and consulting services to Intelsat Bermuda (see Note 3(a)AcquisitionsNew Sponsors Acquisition). Pursuant to the 2008 MFA,
Intelsat Bermuda is obligated to pay an annual fee equal to the greater of (i) $6.25 million and (ii) 1.25% of Adjusted EBITDA as defined in the Senior Bridge Loan Credit Agreement, and to reimburse the 2008 MFA parties for their
out-of-pocket expenses. Intelsat Bermuda agreed to indemnify the 2008 MFA parties and their directors, officers, employees, agents and representatives for losses relating to the services contemplated by the 2008 MFA and the engagement of the 2008
MFA parties pursuant to, and the performance by them of the services contemplated by, the 2008 MFA. We recorded expense for services associated with the 2008 MFA of $8.5 million during the successor period February 1, 2008 to December 31,
2008.

As payment for certain structuring and advisory services rendered, Intelsat Bermuda also paid an aggregate transaction and advisory
fee of $60.0 million to the 2008 MFA parties upon the closing of the New Sponsors Acquisition Transactions.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



In connection with the closing of the PanAmSat Acquisition Transactions, Intelsat Bermuda entered
into a monitoring fee agreement (the 2006 MFA) with the Former Sponsors, or affiliates of, or entities advised by, designated by or associated with, the Former Sponsors, as the case may be (collectively, the 2006 MFA
parties), pursuant to which the 2006 MFA parties provided certain monitoring, advisory and consulting services with respect to Intelsat Bermuda, PanAmSat Holdco and their respective subsidiaries. In connection with the consummation of the New
Sponsors Acquisition, this agreement was terminated. Pursuant to the 2006 MFA, an annual fee equal to the greater of $6.25 million and 1.25% of Intelsat Corp Adjusted EBITDA (as defined in the indenture governing the 9% Senior Notes due 2016 of
Intelsat Corp) was to be paid, and Intelsat Bermuda reimbursed the 2006 MFA parties for their out-of-pocket expenses. Intelsat Bermuda agreed to indemnify the 2006 MFA parties and their directors, officers, employees, agents and representatives for
losses relating to the services contemplated by the 2006 MFA and the engagement of the 2006 MFA parties pursuant to, and the performance by them of the services contemplated by, the 2006 MFA. We recorded expense for services associated with the 2006
MFA of $6.3 million during the year ended December 31, 2006, $11.2 million during the year ended December 31, 2007 and $0.7 million during the predecessor period January 1, 2008 to January 31, 2008.

As payment for certain structuring and advisory services rendered, Intelsat Bermuda also paid an aggregate transaction and advisory fee of
$40.0 million to the 2006 MFA parties upon the closing of the PanAmSat Acquisition Transactions.

In connection with the closing of the 2005 Acquisition Transactions, Intelsat Bermuda entered into a monitoring fee agreement (the 2005 MFA) with Intelsat Holdings and the Former Sponsors, or affiliates
of, or entities advised by, designated by or associated with, the Former Sponsors, as the case may be (collectively, the 2005 MFA parties), pursuant to which the 2005 MFA parties provided certain monitoring, advisory and consulting
services to Intelsat. In connection with the consummation of the New Sponsors Acquisition, this agreement was terminated. Pursuant to the 2005 MFA, Intelsat Sub Holdco was obligated to pay an annual fee equal to the greater of $6.25 million and
1.25% of adjusted EBITDA as defined in the indenture governing Intelsat Sub Holdcos 81/4% Senior Notes due 2013 and
Intelsat Sub Holdcos 85/8% Senior Notes due 2015, and to reimburse the 2005 MFA parties for their out-of-pocket expenses.
Intelsat Bermuda agreed to indemnify the 2005 MFA parties and their directors, officers, employees, agents and representatives for losses relating to the services contemplated by the 2005 MFA and the engagement of the 2005 MFA parties pursuant to,
and the performance by them of the services contemplated by, the 2005 MFA. We recorded expense for services associated with the 2005 MFA of $11.4 million during the year ended December 31, 2006, $12.6 million during the year ended
December 31, 2007 and $1.0 million during the predecessor period January 1, 2008 to January 31, 2008.

(c) Ownership by
Management

In connection with and after the closing of the PanAmSat Acquisition Transactions, Intelsat Holdings entered into SCAs
under its existing 2005 Share Plan with certain directors, officers and key employees of Intelsat Holdings and its subsidiaries. In the aggregate, these arrangements outstanding as of January 31, 2008 provided for the issuance of approximately
4% of the outstanding voting equity of Intelsat Holdings. In addition, upon consummation of the New Sponsors Acquisition on February 4, 2008, all outstanding restricted performance shares under the 2005 Share Plan vested. Vesting in SCAs issued
under the 2005 Share Plan doubled at consummation of the New Sponsors Acquisition if the awardee was still employed on February 4, 2008. The vested SCAs were cancelled in return for cash in an amount equal to the excess of approximately $400
(the per share price of the transaction) over the exercise price of each share covered. Vested restricted shares (including time and performance vesting shares) were purchased at approximately $400 per share (the per share price specified in the BC
Share Purchase Agreement). In connection with the vesting and modification of these awards upon the consummation of the acquisition, we recorded compensation expense of $197.2 million in January 2008 (see Note 3(a)AcquisitionsNew
Sponsors Acquisition).



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Certain directors, officers and key employees of Intelsat Global and its subsidiaries hold restricted
shares and SCAs of Intelsat Global. In the aggregate, these shares and arrangements outstanding as of December 31, 2008 provided for the issuance of approximately 3.1% of the voting equity of Intelsat Global on a fully diluted basis.

(d) Sponsor and Executive Investments

Apollo Management V, L.P., one of the Former Sponsors, is the indirect controlling stockholder of Hughes Communications, Inc. and Hughes Network Systems, LLC (HNS). HNS is one of our largest network services customers. We
recorded $76.3 million, $119.2 million and $9.5 million of revenue during the years ended December 31, 2006 and 2007 and the predecessor period January 1, 2008 to January 31, 2008, respectively, for satellite capacity and
other services provided to HNS. The receivable outstanding from HNS as of December 31, 2007 was $12.5 million. Two members of the board of directors prior to the New Sponsors Acquisition, Messrs. Africk and Stone, served on the board of
directors of Hughes Communications, Inc. and the board of managers of HNS.

During the second quarter of 2008, affiliates or associates of
funds and investment vehicles advised or controlled by one of the New Sponsors, Silver Lake, purchased $90.9 million of the recently issued 2017 Bermuda Senior Notes and affiliates or associates of funds and investment vehicles advised or controlled
by another of the New Sponsors, BC Partners, also purchased $90.9 million of the 2017 Bermuda Senior Notes.

During the third quarter of
2008, an entity associated with funds and investment vehicles advised or controlled by Silver Lake purchased a further $100.0 million of the 2017 Bermuda Senior Notes and $650.0 million of the 2017 Bermuda PIK Notes. Mr. Svider, Chairman of our
board of directors, Mr. McGlade, our Chief Executive Officer and Deputy Chairman of our board of directors, and a trust of which Mr. Spector, our Executive Vice President, Business Development, and General Counsel, is the beneficiary,
invested $3.8 million, $2.5 million and $0.6 million, respectively, as limited partners in the entity through which the notes were purchased.

(e)
Horizons

We have a 50% ownership interest in Horizons-1 and Horizons-2 as a result of a joint venture with JSAT (see Note
8Investments).

(f) New Dawn

We have a 74.9% ownership interest in New Dawn as a result of a project and shareholders agreement with Convergence Partners (see Note 8Investments).

(g) Receivable from Parent

We had a receivable from Intelsat Holdings as of December 31,
2007 and 2008 of $7.1 million and $2.2 million, respectively (see Note 6Receivables).

(h) Note Payable to Parent

On July 1, 2008, Intelsat Jackson executed a promissory note in favor of Intelsat Holdings and received proceeds of
$34.0 million (see Note 10Long-Term Debt).



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



Note 18    Quarterly Results of Operations (unaudited)



|                       |  |                |          |   |         |   |         |              |  |   |             |   |  |   |         |  
|---------------------- |  | -------------- | -------- | - | ------- | - | ------- | ------------ |  | - | ----------- | - |  | - | ------- | -
|                       |  | Quarter Ended  |         
|                       |  | March 31       |          |   | June 30 |   |         | Septmeber 30 |  |   | December 31 |  
|                       |  | (in thousands) |         
|2007                   |  |                |          |   |         |   |         |              |  |   |             |   |  |   |         |  
|Revenue                |  | $              | 518,237  |   |         | $ | 543,222 |              |  | $ | 546,090     |   |  | $ | 575,530 |  
|Income from operations |  |                | 174,796  |   |         |   | 214,565 |              |  |   | 205,120     |   |  |   | 221,474 |  
|Net loss               |  |                | (115,072 | ) |         |   | (31,674 | )            |  |   | (42,569     | ) |  |   | (2,574  | )



|                              |  |                              |          |   |  |  |                             |   |          |                      |  |   |                           |   |  |                          |          |   |  |   |          |  
|----------------------------- |  | ---------------------------- | -------- | - |  |  | --------------------------- | - | -------- | -------------------- |  | - | ------------------------- | - |  | ------------------------ | -------- | - |  | - | -------- | -
|                              |  | PredecessorEntity            |          |   |  |  | Successor Entity            |  
|                              |  | PeriodJanuary 1 toJanuary 31 |          |   |  |  | PeriodFebruary 1 toMarch 31 |   |          | Quarter endedJune 30 |  |   | Quarter endedSeptember 30 |   |  | Quarter endedDecember 31 |         
|                              |  | (in thousands)               |         
|2008                          |  |                              |          |   |  |  |                             |   |          |                      |  |   |                           |   |  |                          |          |   |  |   |          |  
|Revenue                       |  | $                            | 190,261  |   |  |  |                             | $ | 382,417  |                      |  | $ | 584,921                   |   |  | $                        | 598,512  |   |  | $ | 608,789  |  
|Income (loss) from operations |  |                              | (242,597 | ) |  |  |                             |   | 122,847  |                      |  |   | 269,999                   |   |  |                          | 200,394  |   |  |   | (282,362 | )
|Net loss                      |  |                              | (311,861 | ) |  |  |                             |   | (100,827 | )                    |  |   | (81,961                   | ) |  |                          | (179,291 | ) |  |   | (524,228 | )

Our quarterly revenue and operating income are generally not impacted by seasonality since
customer contracts for satellite utilization are generally long-term. The quarterly results for the predecessor period January 1, 2008 to January 31, 2008 reflects the restructuring and transaction costs impact of $313.1 million directly
related to the New Sponsors Acquisition Transactions. The quarter ended June 30, 2008 includes a one-time impairment charge of $63.6 million related to the Galaxy 26 satellite anomaly. The quarter ended December 31, 2008 includes
$326.8 million related to the write down of our orbital slots to fair value.

Note 19    Supplemental Consolidating Financial
Information

In connection with the acquisition of Intelsat, Ltd. by Intelsat Holdings in January 2005, and related amalgamations,
Intelsat Sub Holdco issued $2.6 billion aggregate principal amount of debt (the 2005 Acquisition Finance Notes), the majority of which was tendered and repurchased in change of control offers in June 2008 (see Note 10Long-Term
Debt). The 2005 Acquisition Finance Notes are fully and unconditionally guaranteed, jointly and severally, by Intelsat, Ltd., Intelsat Bermuda, Intelsat Jackson, Intermediate Holdco and certain wholly-owned subsidiaries of Intelsat Sub Holdco (the
Subsidiary Guarantors).

On February 11, 2005, Intelsat, Ltd. and Zeus Special Subsidiary Limited issued
$478.7 million in aggregate principal amount at maturity of the 2015 Discount Notes, yielding approximately $305.3 million of net proceeds at issuance. On March 3, 2005, Intelsat Bermuda transferred substantially all of its assets to
Intelsat Sub Holdco and Intelsat Sub Holdco assumed substantially all of the then-existing liabilities of Intelsat Bermuda. Following these transactions, Zeus Special Subsidiary Limited was amalgamated with Intelsat Bermuda, and Intelsat Bermuda
became an obligor on the 2015 Discount Notes.

On July 3, 2006, in connection with the PanAmSat Acquisition Transactions, Intelsat
Bermuda transferred the obligation on the 2015 Discount Notes to its wholly-owned subsidiary, Intermediate Holdco. Intermediate Holdco became an obligor on the 2015 Discount Notes and confirmed its guarantee of the 2005 Acquisition Finance Notes and
Intelsat Bermuda became a guarantor of the 2015 Discount Notes and confirmed its guarantee of the 2005 Acquisition Finance Notes. The 2015 Discount Notes are not guaranteed by any of Intelsat Bermudas direct or indirect subsidiaries.



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Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)



In connection with the PanAmSat Acquisition Transactions, Intelsat Bermuda issued $1.33 billion
of 11.25% Senior Notes due 2016 and $260.0 million of Floating Rate Senior Notes due 2013 (collectively, the July 2006 Notes). The July 2006 Notes are fully and unconditionally guaranteed, jointly and severally, by Intelsat. The
July 2006 Notes are not guaranteed by any of Intelsat Bermudas direct or indirect subsidiaries.

On January 12, 2007, Intelsat
Bermuda issued $600.0 million in Floating Rate Senior Notes due 2015 (the Refinancing Notes), which were fully and unconditionally guaranteed, jointly and severally, by Intelsat, Ltd.

On February 4, 2008, promptly after the consummation of the New Sponsors Acquisition, Intelsat Bermuda transferred certain of its assets and certain
of its liabilities and obligations (including the July 2006 Notes, the Refinancing Notes and its senior unsecured credit facility) to a newly formed direct wholly-owned subsidiary, Intelsat Jackson. Intelsat Jackson became the obligor on the July
2006 Notes and the Refinancing Notes and a guarantor of the 2005 Acquisition Finance Notes and the 2015 Discount Notes, and Intelsat Bermuda confirmed its guarantee of the 2015 Discount Notes, the July 2006 Notes, the Refinancing Notes and the 2005
Acquisition Finance Notes.

On February 7, 2008, Intelsat Jackson redeemed, pursuant to their terms, all $260.0 million of its
Floating Rate Senior Notes due 2013 and all $600.0 million of its outstanding Refinancing Notes.

Separate financial statements of
Intelsat, Ltd., Intelsat Bermuda, Intelsat Jackson, Intermediate Holdco, Intelsat Sub Holdco and the Subsidiary Guarantors are not presented because management believes that such financial statements would not be material to investors. Investments
in subsidiaries in the following condensed consolidating financial information are accounted for under the equity method of accounting. Consolidating adjustments include the following:



| |  |  | elimination of investment in subsidiaries;
| | - |  | ------------------------------------------



| |  |  | elimination of intercompany accounts;
| | - |  | -------------------------------------



| |  |  | elimination of intercompany sales between guarantor and non-guarantor subsidiaries; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | elimination of equity in earnings (losses) of subsidiaries.
| | - |  | -----------------------------------------------------------



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Intelsat, Ltd and Subsidiaries

Condensed Consolidating Balance Sheet

As of December 31, 2008

(in thousands)



|                                                                  |  |                |           |                  |   |                  |  |                    |            |                    |   |           |                                        |   |            |                           |  |              |           |   |              |   |           |  |   |             |   |  |   |           
|----------------------------------------------------------------- |  | -------------- | --------- | ---------------- | - | ---------------- |  | ------------------ | ---------- | ------------------ | - | --------- | -------------------------------------- | - | ---------- | ------------------------- |  | ------------ | --------- | - | ------------ | - | --------- |  | - | ----------- | - |  | - | ----------
|                                                                  |  | Intelsat, Ltd. |           | Intelsat Bermuda |   | Intelsat Jackson |  | IntermediateHoldco |            | Intelsat SubHoldco |   |           | Intelsat SubHoldcoSubsidiaryGuarantors |   |            | Non-GuarantorSubsidiaries |  | Eliminations |           |   | Consolidated
|ASSETS                                                            |  |                |           |                  |   |                  |  |                    |            |                    |   |           |                                        |   |            |                           |  |              |           |   |              |   |           |  |   |             |   |  |   |           
|Current assets:                                                   |  |                |           |                  |   |                  |  |                    |            |                    |   |           |                                        |   |            |                           |  |              |           |   |              |   |           |  |   |             |   |  |   |           
|Cash and cash equivalents                                         |  | $              | 6,286     |                  | $ | 181,650          |  | $                  | 20,166     |                    | $ | 50        |                                        | $ | 149,003    |                           |  | $            | 74,815    |   |              | $ | 113,056   |  | $ | (74,815     | ) |  | $ | 470,211   
|Receivables, net of allowance                                     |  |                | 2,108     |                  |   |                 |  |                    |           |                    |   |          |                                        |   | 192,916    |                           |  |              | 192,909   |   |              |   | 107,910   |  |   | (192,909    | ) |  |   | 302,934   
|Deferred income taxes                                             |  |                |          |                  |   |                 |  |                    |           |                    |   |          |                                        |   | 2,411      |                           |  |              | 2,411     |   |              |   | 46,212    |  |   | (2,411      | ) |  |   | 48,623    
|Prepaid expenses and other current assets                         |  |                | 1,027     |                  |   |                 |  |                    |           |                    |   | 91        |                                        |   | 21,050     |                           |  |              | 20,976    |   |              |   | 38,618    |  |   | (24,879     | ) |  |   | 56,883    
|Intercompany receivables                                          |  |                |          |                  |   |                 |  |                    |           |                    |   |          |                                        |   | 686,360    |                           |  |              |          |   |              |   | 308,541   |  |   | (994,901    | ) |  |   |          
|                                                                  |  |                |           |                  |   |                  |  |                    |            |                    |   |           |                                        |   |            |                           |  |              |           |   |              |   |           |  |   |             |   |  |   |           
|Total current assets                                              |  |                | 9,421     |                  |   | 181,650          |  |                    | 20,166     |                    |   | 141       |                                        |   | 1,051,740  |                           |  |              | 291,111   |   |              |   | 614,337   |  |   | (1,289,915  | ) |  |   | 878,651   
|                                                                  |  |                |           |                  |   |                  |  |                    |           
|Satellites and other property and equipment, net                  |  |                |          |                  |   |                 |  |                    |           |                    |   |          |                                        |   | 2,844,927  |                           |  |              | 2,843,653 |   |              |   | 2,494,744 |  |   | (2,843,653  | ) |  |   | 5,339,671 
|Goodwill                                                          |  |                |          |                  |   |                 |  |                    |           |                    |   |          |                                        |   | 3,434,165  |                           |  |              |          |   |              |   | 3,340,169 |  |   |            |   |  |   | 6,774,334 
|Non-amortizable intangible assets                                 |  |                |          |                  |   |                 |  |                    |           |                    |   |          |                                        |   | 2,160,130  |                           |  |              |          |   |              |   | 797,070   |  |   |            |   |  |   | 2,957,200 
|Amortizable intangible assets, net                                |  |                |          |                  |   |                 |  |                    |           |                    |   |          |                                        |   | 579,650    |                           |  |              |          |   |              |   | 544,625   |  |   |            |   |  |   | 1,124,275 
|Investment in affiliate                                           |  |                | 1,994,848 |                  |   | 7,126,074        |  |                    | 10,640,176 |                    |   | 7,750,641 |                                        |   | (40,782    | )                         |  |              | (54,207   | ) |              |   | 95,937    |  |   | (27,416,750 | ) |  |   | 95,937    
|Other assets                                                      |  |                |          |                  |   | 144,388          |  |                    | 20,434     |                    |   | 5,043     |                                        |   | 113,216    |                           |  |              | 87,442    |   |              |   | 204,183   |  |   | (87,442     | ) |  |   | 487,264   
|                                                                  |  |                |           |                  |   |                  |  |                    |            |                    |   |           |                                        |   |            |                           |  |              |           |   |              |   |           |  |   |             |   |  |   |           
|Total assets                                                      |  | $              | 2,004,269 |                  | $ | 7,452,112        |  | $                  | 10,680,776 |                    | $ | 7,755,825 |                                        | $ | 10,143,046 |                           |  | $            | 3,167,999 |   |              | $ | 8,091,065 |  | $ | (31,637,760 | ) |  | $ | 17,657,332
|                                                                  |  |                |           |                  |   |                  |  |                    |            |                    |   |           |                                        |   |            |                           |  |              |           |   |              |   |           |  |   |             |   |  |   |           
|LIABILITIES AND SHAREHOLDERS EQUITY                              |  |                |           |                  |   |                  |  |                    |            |                    |   |           |                                        |   |            |                           |  |              |           |   |              |   |           |  |   |             |   |  |   |           
|Current liabilities:                                              |  |                |           |                  |   |                  |  |                    |            |                    |   |           |                                        |   |            |                           |  |              |           |   |              |   |           |  |   |             |   |  |   |           
|Accounts payable and accrued liabilities                          |  | $              | 5,913     |                  | $ | 29               |  | $                  |           |                    | $ |          |                                        | $ | 58,047     |                           |  | $            | 57,832    |   |              | $ | 114,408   |  | $ | (61,735     | ) |  | $ | 174,494   
|Accrued interest payable                                          |  |                | 17,242    |                  |   | 225,879          |  |                    | 29,175     |                    |   |          |                                        |   | 73,723     |                           |  |              | 5,582     |   |              |   | 64,063    |  |   | (5,582      | ) |  |   | 410,082   
|Current portion of long-term debt                                 |  |                |          |                  |   |                 |  |                    |           |                    |   |          |                                        |   | 9,939      |                           |  |              | 6,492     |   |              |   | 89,419    |  |   | (6,492      | ) |  |   | 99,358    
|Deferred satellite performance incentives                         |  |                |          |                  |   |                 |  |                    |           |                    |   |          |                                        |   | 8,740      |                           |  |              | 8,740     |   |              |   | 17,507    |  |   | (8,740      | ) |  |   | 26,247    
|Other current liabilities                                         |  |                |          |                  |   |                 |  |                    | 530        |                    |   |          |                                        |   | 69,088     |                           |  |              | 68,911    |   |              |   | 65,414    |  |   | (68,911     | ) |  |   | 135,032   
|Intercompany payables                                             |  |                | 511,535   |                  |   | 92,559           |  |                    | 339,820    |                    |   | 50,987    |                                        |   |           |                           |  |              | 1,065,317 |   |              |   |          |  |   | (2,060,218  | ) |  |   |          
|                                                                  |  |                |           |                  |   |                  |  |                    |            |                    |   |           |                                        |   |            |                           |  |              |           |   |              |   |           |  |   |             |   |  |   |           
|Total current liabilities                                         |  |                | 534,690   |                  |   | 318,467          |  |                    | 369,525    |                    |   | 50,987    |                                        |   | 219,537    |                           |  |              | 1,212,874 |   |              |   | 350,811   |  |   | (2,211,678  | ) |  |   | 845,213   
|Long-term debt, net of current portion                            |  |                | 965,232   |                  |   | 5,063,815        |  |                    | 3,135,975  |                    |   | 439,197   |                                        |   | 1,904,596  |                           |  |              | 5,000     |   |              |   | 3,265,160 |  |   | (5,000      | ) |  |   | 14,773,975
|Deferred satellite performance incentives, net of current portion |  |                |          |                  |   |                 |  |                    |           |                    |   |          |                                        |   | 26,621     |                           |  |              | 26,621    |   |              |   | 102,351   |  |   | (26,621     | ) |  |   | 128,972   
|Deferred revenue, net of current portion                          |  |                |          |                  |   |                 |  |                    |           |                    |   |          |                                        |   | 123,792    |                           |  |              | 123,792   |   |              |   | 42,519    |  |   | (123,792    | ) |  |   | 166,311   
|Deferred income taxes                                             |  |                |          |                  |   |                 |  |                    |           |                    |   |          |                                        |   |           |                           |  |              |          |   |              |   | 562,742   |  |   |            |   |  |   | 562,742   
|Accrued retirement benefits                                       |  |                |          |                  |   |                 |  |                    |           |                    |   |          |                                        |   | 67,053     |                           |  |              | 67,053    |   |              |   | 167,961   |  |   | (67,053     | ) |  |   | 235,014   
|Other long-term liabilities                                       |  |                |          |                  |   | 74,982           |  |                    | 49,202     |                    |   |          |                                        |   | 50,807     |                           |  |              | 22,862    |   |              |   | 265,767   |  |   | (22,862     | ) |  |   | 440,758   
|                                                                  |  |                |           |                  |   |                  |  |                    |           
|Shareholders equity:                                             |  |                |           |                  |   |                  |  |                    |            |                    |   |           |                                        |   |            |                           |  |              |           |   |              |   |           |  |   |             |   |  |   |           
|Ordinary shares                                                   |  |                | 12        |                  |   | 12               |  |                    | 12         |                    |   |          |                                        |   | 12         |                           |  |              |          |   |              |   | 70        |  |   | (106        | ) |  |   | 12        
|Other shareholders equity                                        |  |                | 504,335   |                  |   | 1,994,836        |  |                    | 7,126,062  |                    |   | 7,265,641 |                                        |   | 7,750,629  |                           |  |              | 1,709,796 |   |              |   | 3,333,683 |  |   | (29,180,647 | ) |  |   | 504,335   
|                                                                  |  |                |           |                  |   |                  |  |                    |            |                    |   |           |                                        |   |            |                           |  |              |           |   |              |   |           |  |   |             |   |  |   |           
|Total liabilities and shareholders equity                        |  | $              | 2,004,269 |                  | $ | 7,452,112        |  | $                  | 10,680,776 |                    | $ | 7,755,825 |                                        | $ | 10,143,047 |                           |  | $            | 3,167,998 |   |              | $ | 8,091,064 |  | $ | (31,637,759 | ) |  | $ | 17,657,332
|                                                                  |  |                |           |                  |   |                  |  |                    |            |                    |   |           |                                        |   |            |                           |  |              |           |   |              |   |           |  |   |             |   |  |   |           

(Certain totals may not add due to the effects of rounding)



F-64



---

##### Table of Contents

Intelsat, Ltd and Subsidiaries

Condensed Consolidating Balance Sheet

As of December 31, 2007

(in thousands)



|                                                                  |  |                |           |   |                  |   |                    |  |                    |           |  |                                        |           |   |                           |   |              |   |  |              |           |  |   |             |   |  |   |            |  
|----------------------------------------------------------------- |  | -------------- | --------- | - | ---------------- | - | ------------------ |  | ------------------ | --------- |  | -------------------------------------- | --------- | - | ------------------------- | - | ------------ | - |  | ------------ | --------- |  | - | ----------- | - |  | - | ---------- | -
|                                                                  |  | Intelsat, Ltd. |           |   | Intelsat Bermuda |   | IntermediateHoldco |  | Intelsat SubHoldco |           |  | Intelsat SubHoldcoSubsidiaryGuarantors |           |   | Non-GuarantorSubsidiaries |   | Eliminations |   |  | Consolidated |          
|ASSETS                                                            |  |                |           |   |                  |   |                    |  |                    |           |  |                                        |           |   |                           |   |              |   |  |              |           |  |   |             |   |  |   |            |  
|Current assets:                                                   |  |                |           |   |                  |   |                    |  |                    |           |  |                                        |           |   |                           |   |              |   |  |              |           |  |   |             |   |  |   |            |  
|Cash and cash equivalents                                         |  | $              | 1,391     |   |                  | $ | 50,998             |  | $                  |          |  | $                                      | 233,880   |   |                           | $ | 118,282      |   |  | $            | 140,300   |  | $ | (118,282    | ) |  | $ | 426,569    |  
|Receivables, net of allowance                                     |  |                | 5,995     |   |                  |   | 3                  |  |                    | 565       |  |                                        | 185,402   |   |                           |   | 185,067      |   |  |              | 124,628   |  |   | (185,067    | ) |  |   | 316,593    |  
|Deferred income taxes                                             |  |                |          |   |                  |   |                   |  |                    |          |  |                                        | 5,356     |   |                           |   | 5,356        |   |  |              | 39,588    |  |   | (5,356      | ) |  |   | 44,944     |  
|Prepaid expenses and other current assets                         |  |                | 1,298     |   |                  |   |                   |  |                    | 91        |  |                                        | 33,957    |   |                           |   | 36,071       |   |  |              | 27,793    |  |   | (36,071     | ) |  |   | 63,139     |  
|Intercompany receivables                                          |  |                |          |   |                  |   |                   |  |                    |          |  |                                        | 1,191,244 |   |                           |   |             |   |  |              |          |  |   | (1,191,244  | ) |  |   |           |  
|                                                                  |  |                |           |   |                  |   |                    |  |                    |           |  |                                        |           |   |                           |   |              |   |  |              |           |  |   |             |   |  |   |            |  
|Total current assets                                              |  |                | 8,684     |   |                  |   | 51,001             |  |                    | 656       |  |                                        | 1,649,839 |   |                           |   | 344,776      |   |  |              | 332,309   |  |   | (1,536,020  | ) |  |   | 851,245    |  
|                                                                  |  |                |           |   |                  |   |                    | 
|Satellites and other property and equipment, net                  |  |                |          |   |                  |   |                   |  |                    |          |  |                                        | 2,620,945 |   |                           |   | 2,619,275    |   |  |              | 1,965,403 |  |   | (2,619,275  | ) |  |   | 4,586,348  |  
|Goodwill                                                          |  |                |          |   |                  |   |                   |  |                    |          |  |                                        | 110,929   |   |                           |   |             |   |  |              | 3,789,264 |  |   |            |   |  |   | 3,900,193  |  
|Non-amortizable intangible assets                                 |  |                |          |   |                  |   |                   |  |                    |          |  |                                        | 560,000   |   |                           |   |             |   |  |              | 1,116,600 |  |   |            |   |  |   | 1,676,600  |  
|Amortizable intangible assets, net                                |  |                |          |   |                  |   |                   |  |                    |          |  |                                        | 418,453   |   |                           |   |             |   |  |              | 273,037   |  |   |            |   |  |   | 691,490    |  
|Investment in affiliates                                          |  |                | 1,806,108 |   |                  |   | 5,762,634          |  |                    | 3,023,676 |  |                                        | (2,974    | ) |                           |   | (2,974       | ) |  |              | 103,085   |  |   | (10,586,470 | ) |  |   | 103,085    |  
|Other assets                                                      |  |                |          |   |                  |   | 89,504             |  |                    | 3,520     |  |                                        | 66,814    |   |                           |   | 22,645       |   |  |              | 84,533    |  |   | (22,645     | ) |  |   | 244,371    |  
|                                                                  |  |                |           |   |                  |   |                    |  |                    |           |  |                                        |           |   |                           |   |              |   |  |              |           |  |   |             |   |  |   |            |  
|Total assets                                                      |  | $              | 1,814,792 |   |                  | $ | 5,903,139          |  | $                  | 3,027,852 |  | $                                      | 5,424,006 |   |                           | $ | 2,983,722    |   |  | $            | 7,664,231 |  | $ | (14,764,410 | ) |  | $ | 12,053,332 |  
|                                                                  |  |                |           |   |                  |   |                    |  |                    |           |  |                                        |           |   |                           |   |              |   |  |              |           |  |   |             |   |  |   |            |  
|LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)                    |  |                |           |   |                  |   |                    |  |                    |           |  |                                        |           |   |                           |   |              |   |  |              |           |  |   |             |   |  |   |            |  
|Current liabilities:                                              |  |                |           |   |                  |   |                    |  |                    |           |  |                                        |           |   |                           |   |              |   |  |              |           |  |   |             |   |  |   |            |  
|Accounts payable and accrued liabilities                          |  | $              | 4,474     |   |                  | $ | 2,778              |  | $                  |          |  | $                                      | 65,054    |   |                           | $ | 52,376       |   |  | $            | 148,907   |  | $ | (52,376     | ) |  | $ | 221,213    |  
|Accrued interest payable                                          |  |                | 20,615    |   |                  |   | 41,801             |  |                    |          |  |                                        | 69,031    |   |                           |   | 7,334        |   |  |              | 45,150    |  |   | (7,334      | ) |  |   | 176,597    |  
|Current portion of long-term debt                                 |  |                |          |   |                  |   |                   |  |                    |          |  |                                        | 17,155    |   |                           |   | 13,708       |   |  |              | 60,840    |  |   | (13,708     | ) |  |   | 77,995     |  
|Deferred satellite performance incentives                         |  |                |          |   |                  |   |                   |  |                    |          |  |                                        | 4,359     |   |                           |   | 4,359        |   |  |              | 20,567    |  |   | (4,359      | ) |  |   | 24,926     |  
|Other current liabilities                                         |  |                |          |   |                  |   |                   |  |                    |          |  |                                        | 71,986    |   |                           |   | 71,986       |   |  |              | 46,008    |  |   | (71,986     | ) |  |   | 117,994    |  
|Intercompany payables                                             |  |                | 944,730   |   |                  |   | 116,947            |  |                    | 42,367    |  |                                        |          |   |                           |   | 1,390,573    |   |  |              | 87,200    |  |   | (2,581,817  | ) |  |   |           |  
|                                                                  |  |                |           |   |                  |   |                    |  |                    |           |  |                                        |           |   |                           |   |              |   |  |              |           |  |   |             |   |  |   |            |  
|Total current liabilities                                         |  |                | 969,819   |   |                  |   | 161,526            |  |                    | 42,367    |  |                                        | 227,585   |   |                           |   | 1,540,336    |   |  |              | 408,672   |  |   | (2,731,580  | ) |  |   | 618,725    |  
|Long-term debt, net of current portion                            |  |                | 1,567,357 |   |                  |   | 3,935,505          |  |                    | 396,561   |  |                                        | 1,901,585 |   |                           |   | 13,730       |   |  |              | 3,386,401 |  |   | (13,730     | ) |  |   | 11,187,409 |  
|Deferred satellite performance incentives, net of current portion |  |                |          |   |                  |   |                   |  |                    |          |  |                                        | 24,317    |   |                           |   | 24,317       |   |  |              | 100,014   |  |   | (24,317     | ) |  |   | 124,331    |  
|Deferred revenue, net of current portion                          |  |                |          |   |                  |   |                   |  |                    |          |  |                                        | 135,778   |   |                           |   | 135,778      |   |  |              | 31,915    |  |   | (135,778    | ) |  |   | 167,693    |  
|Deferred income taxes                                             |  |                |          |   |                  |   |                   |  |                    |          |  |                                        | 1,056     |   |                           |   | 1,056        |   |  |              | 410,922   |  |   | (1,056      | ) |  |   | 411,978    |  
|Accrued retirement benefits                                       |  |                |          |   |                  |   |                   |  |                    |          |  |                                        | 64,846    |   |                           |   | 64,846       |   |  |              | 17,494    |  |   | (64,846     | ) |  |   | 82,340     |  
|Other long-term liabilities                                       |  |                |          |   |                  |   |                   |  |                    |          |  |                                        | 45,163    |   |                           |   | 33,237       |   |  |              | 138,077   |  |   | (33,237     | ) |  |   | 183,240    |  
|                                                                  |  |                |           |   |                  |   |                    | 
|Shareholders equity (deficit):                                   |  |                |           |   |                  |   |                    |  |                    |           |  |                                        |           |   |                           |   |              |   |  |              |           |  |   |             |   |  |   |            |  
|Ordinary shares                                                   |  |                | 12        |   |                  |   | 12                 |  |                    |          |  |                                        | 12        |   |                           |   |             |   |  |              | 70        |  |   | (94         | ) |  |   | 12         |  
|Other shareholders equity (deficit)                              |  |                | (722,396  | ) |                  |   | 1,806,096          |  |                    | 2,588,924 |  |                                        | 3,023,664 |   |                           |   | 1,170,422    |   |  |              | 3,170,666 |  |   | (11,759,772 | ) |  |   | (722,396   | )
|                                                                  |  |                |           |   |                  |   |                    |  |                    |           |  |                                        |           |   |                           |   |              |   |  |              |           |  |   |             |   |  |   |            |  
|Total liabilities and shareholders equity (deficit)              |  | $              | 1,814,792 |   |                  | $ | 5,903,139          |  | $                  | 3,027,852 |  | $                                      | 5,424,006 |   |                           | $ | 2,983,722    |   |  | $            | 7,664,231 |  | $ | (14,764,410 | ) |  | $ | 12,053,332 |  
|                                                                  |  |                |           |   |                  |   |                    |  |                    |           |  |                                        |           |   |                           |   |              |   |  |              |           |  |   |             |   |  |   |            |  

(Certain totals may not add due to the effects of rounding)



F-65



---

##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Operations

For the Period
January 1, 2008 to January 31, 2008

(in thousands)



|                                                                     |  |                |          |   |                  |   |          |                    |  |                    |       |  |                                         |         |   |                           |   |         |              |  |   |              |   |  |   |          |   |  |   |          |  
|-------------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | - | -------- | ------------------ |  | ------------------ | ----- |  | --------------------------------------- | ------- | - | ------------------------- | - | ------- | ------------ |  | - | ------------ | - |  | - | -------- | - |  | - | -------- | -
|                                                                     |  | Intelsat, Ltd. |          |   | Intelsat Bermuda |   |          | IntermediateHoldco |  | Intelsat SubHoldco |       |  | Intelsat Sub HoldcoSubsidiaryGuarantors |         |   | Non-GuarantorSubsidiaries |   |         | Eliminations |  |   | Consolidated |  
|Revenue                                                              |  | $              |         |   |                  | $ |         |                    |  | $                  |      |  | $                                       | 110,468 |   |                           | $ | 110,468 |              |  | $ | 149,448      |   |  | $ | (180,123 | ) |  | $ | 190,261  |  
|                                                                     |  |                |          |   |                  |   |          |                    |  |                    |       |  |                                         |         |   |                           |   |         |              |  |   |              |   |  |   |          |   |  |   |          |  
|Operating expenses:                                                  |  |                |          |   |                  |   |          |                    |  |                    |       |  |                                         |         |   |                           |   |         |              |  |   |              |   |  |   |          |   |  |   |          |  
|Direct costs of revenue (exclusive of depreciation and amortization) |  |                |         |   |                  |   |         |                    |  |                    |      |  |                                         | 54,830  |   |                           |   | 129,481 |              |  |   | 40,500       |   |  |   | (199,128 | ) |  |   | 25,683   |  
|Selling, general and administrative                                  |  |                | 1,600    |   |                  |   | 739      |                    |  |                    |      |  |                                         | 2,169   |   |                           |   | 1,076   |              |  |   | 13,983       |   |  |   | (1,082   | ) |  |   | 18,485   |  
|Depreciation and amortization                                        |  |                |         |   |                  |   |         |                    |  |                    |      |  |                                         | 36,204  |   |                           |   | 33,004  |              |  |   | 27,953       |   |  |   | (33,004  | ) |  |   | 64,157   |  
|Restructuring and transaction costs                                  |  |                | 186,601  |   |                  |   | 60,000   |                    |  |                    |      |  |                                         | 2,188   |   |                           |   | 1,008   |              |  |   | 64,313       |   |  |   | (1,008   | ) |  |   | 313,102  |  
|Loss on undesignated interest rate swaps                             |  |                |         |   |                  |   |         |                    |  |                    |      |  |                                         |        |   |                           |   |        |              |  |   | 11,431       |   |  |   |         |   |  |   | 11,431   |  
|                                                                     |  |                |          |   |                  |   |          |                    |  |                    |       |  |                                         |         |   |                           |   |         |              |  |   |              |   |  |   |          |   |  |   |          |  
|Total operating expenses                                             |  |                | 188,201  |   |                  |   | 60,739   |                    |  |                    |      |  |                                         | 95,391  |   |                           |   | 164,569 |              |  |   | 158,180      |   |  |   | (234,222 | ) |  |   | 432,858  |  
|                                                                     |  |                |          |   |                  |   |          |                    |  |                    |       |  |                                         |         |   |                           |   |         |              |  |   |              |   |  |   |          |   |  |   |          |  
|Income (loss) from operations                                        |  |                | (188,201 | ) |                  |   | (60,739  | )                  |  |                    |      |  |                                         | 15,077  |   |                           |   | (54,101 | )            |  |   | (8,732       | ) |  |   | 54,099   |   |  |   | (242,597 | )
|Interest expense, net                                                |  |                | 14,168   |   |                  |   | 35,621   |                    |  |                    | 3,117 |  |                                         | 6,359   |   |                           |   | 3,504   |              |  |   | 21,010       |   |  |   | (3,504   | ) |  |   | 80,275   |  
|Subsidiary income (loss)                                             |  |                | (109,492 | ) |                  |   | (13,132  | )                  |  |                    | 5,249 |  |                                         | (512    | ) |                           |   | (512    | )            |  |   |             |   |  |   | 118,399  |   |  |   |         |  
|Other income, net                                                    |  |                |         |   |                  |   |         |                    |  |                    |      |  |                                         | 331     |   |                           |   | 331     |              |  |   | 204          |   |  |   | (331     | ) |  |   | 535      |  
|                                                                     |  |                |          |   |                  |   |          |                    |  |                    |       |  |                                         |         |   |                           |   |         |              |  |   |              |   |  |   |          |   |  |   |          |  
|Income (loss) before income taxes                                    |  |                | (311,861 | ) |                  |   | (109,492 | )                  |  |                    | 2,132 |  |                                         | 8,537   |   |                           |   | (57,786 | )            |  |   | (29,538      | ) |  |   | 175,671  |   |  |   | (322,337 | )
|Provision for (benefit from) income taxes                            |  |                |         |   |                  |   |         |                    |  |                    |      |  |                                         | 3,288   |   |                           |   | 3,072   |              |  |   | (13,764      | ) |  |   | (3,072   | ) |  |   | (10,476  | )
|                                                                     |  |                |          |   |                  |   |          |                    |  |                    |       |  |                                         |         |   |                           |   |         |              |  |   |              |   |  |   |          |   |  |   |          |  
|Net income (loss)                                                    |  | $              | (311,861 | ) |                  | $ | (109,492 | )                  |  | $                  | 2,132 |  | $                                       | 5,249   |   |                           | $ | (60,858 | )            |  | $ | (15,774      | ) |  | $ | 178,743  |   |  | $ | (311,861 | )
|                                                                     |  |                |          |   |                  |   |          |                    |  |                    |       |  |                                         |         |   |                           |   |         |              |  |   |              |   |  |   |          |   |  |   |          |  

(Certain totals may not add due to the effects of rounding)



F-66



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##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Operations

For the Period
February 1, 2008 to December 31, 2008

(in thousands)



|                                                                     |  |                |          |   |                  |   |          |                  |  |   |                    |   |  |                    |         |   |                                        |   |           |                           |  |   |              |   |  |              |           |   |  |   |            |   |  |   |           |  
|-------------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | - | -------- | ---------------- |  | - | ------------------ | - |  | ------------------ | ------- | - | -------------------------------------- | - | --------- | ------------------------- |  | - | ------------ | - |  | ------------ | --------- | - |  | - | ---------- | - |  | - | --------- | -
|                                                                     |  | Intelsat, Ltd. |          |   | Intelsat Bermuda |   |          | Intelsat Jackson |  |   | IntermediateHoldco |   |  | Intelsat SubHoldco |         |   | Intelsat SubHoldcoSubsidiaryGuarantors |   |           | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |          
|Revenue                                                              |  | $              |         |   |                  | $ |         |                  |  | $ |                   |   |  | $                  |        |   |                                        | $ | 1,307,350 |                           |  | $ | 1,307,350    |   |  | $            | 1,330,785 |   |  | $ | (1,770,845 | ) |  | $ | 2,174,640 |  
|                                                                     |  |                |          |   |                  |   |          |                  |  |   |                    |   |  |                    |         |   |                                        |   |           |                           |  |   |              |   |  |              |           |   |  |   |            |   |  |   |           |  
|Operating expenses:                                                  |  |                |          |   |                  |   |          |                  |  |   |                    |   |  |                    |         |   |                                        |   |           |                           |  |   |              |   |  |              |           |   |  |   |            |   |  |   |          |  
|Direct costs of revenue (exclusive of depreciation and amortization) |  |                |         |   |                  |   |         |                  |  |   |                   |   |  |                    |        |   |                                        |   | 272,023   |                           |  |   | 1,329,891    |   |  |              | 528,946   |   |  |   | (1,793,394 | ) |  |   | 337,466   |  
|Selling, general and administrative                                  |  |                | 21,019   |   |                  |   | 9,976    |                  |  |   | 67                 |   |  |                    | 200     |   |                                        |   | 26,286    |                           |  |   | 23,077       |   |  |              | 125,403   |   |  |   | (23,071    | ) |  |   | 182,957   |  
|Depreciation and amortization                                        |  |                |         |   |                  |   |         |                  |  |   |                   |   |  |                    |        |   |                                        |   | 466,747   |                           |  |   | 363,916      |   |  |              | 328,916   |   |  |   | (363,916   | ) |  |   | 795,663   |  
|Restructuring costs                                                  |  |                |         |   |                  |   |         |                  |  |   |                   |   |  |                    |        |   |                                        |   |          |                           |  |   |             |   |  |              | 1,926     |   |  |   |           |   |  |   | 1,926     |  
|Impairment of asset value                                            |  |                |         |   |                  |   |         |                  |  |   |                   |   |  |                    |        |   |                                        |   | 134,444   |                           |  |   | 63,644       |   |  |              | 256,000   |   |  |   | (63,644    | ) |  |   | 390,444   |  
|Loss on undesignated interest rate swaps                             |  |                |         |   |                  |   |         |                  |  |   | 53,843             |   |  |                    |        |   |                                        |   | 18,010    |                           |  |   |             |   |  |              | 83,452    |   |  |   |           |   |  |   | 155,305   |  
|                                                                     |  |                |          |   |                  |   |          |                  |  |   |                    |   |  |                    |         |   |                                        |   |           |                           |  |   |              |   |  |              |           |   |  |   |            |   |  |   |           |  
|Total operating expenses                                             |  |                | 21,019   |   |                  |   | 9,976    |                  |  |   | 53,910             |   |  |                    | 200     |   |                                        |   | 917,510   |                           |  |   | 1,780,528    |   |  |              | 1,324,643 |   |  |   | (2,244,025 | ) |  |   | 1,863,761 |  
|                                                                     |  |                |          |   |                  |   |          |                  |  |   |                    |   |  |                    |         |   |                                        |   |           |                           |  |   |              |   |  |              |           |   |  |   |            |   |  |   |           |  
|Income (loss) from operations                                        |  |                | (21,019  | ) |                  |   | (9,976   | )                |  |   | (53,910            | ) |  |                    | (200    | ) |                                        |   | 389,840   |                           |  |   | (473,178     | ) |  |              | 6,142     |   |  |   | 473,180    |   |  |   | 310,879   |  
|Interest expense (income), net                                       |  |                | 124,433  |   |                  |   | 535,036  |                  |  |   | 270,463            |   |  |                    | 38,252  |   |                                        |   | 110,017   |                           |  |   | (3,023       | ) |  |              | 216,679   |   |  |   | 3,025      |   |  |   | 1,294,882 |  
|Subsidiary income (loss)                                             |  |                | (740,855 | ) |                  |   | (195,824 | )                |  |   | 128,549            |   |  |                    | 279,698 |   |                                        |   | 1,304     |                           |  |   | 1,581        |   |  |              |          |   |  |   | 525,547    |   |  |   |          |  
|Other income (expense), net                                          |  |                | 1        |   |                  |   | 2        |                  |  |   |                   |   |  |                    | 3       |   |                                        |   | (14,058   | )                         |  |   | (14,058      | ) |  |              | 2,188     |   |  |   | 14,058     |   |  |   | (11,864   | )
|                                                                     |  |                |          |   |                  |   |          |                  |  |   |                    |   |  |                    |         |   |                                        |   |           |                           |  |   |              |   |  |              |           |   |  |   |            |   |  |   |           |  
|Income (loss) before income taxes                                    |  |                | (886,306 | ) |                  |   | (740,834 | )                |  |   | (195,824           | ) |  |                    | 241,249 |   |                                        |   | 267,069   |                           |  |   | (482,632     | ) |  |              | (208,349  | ) |  |   | 1,009,760  |   |  |   | (995,867  | )
|Provision for (benefit from) income taxes                            |  |                |         |   |                  |   | 21       |                  |  |   |                   |   |  |                    |        |   |                                        |   | (12,629   | )                         |  |   | (13,286      | ) |  |              | (96,953   | ) |  |   | 13,286     |   |  |   | (109,561  | )
|                                                                     |  |                |          |   |                  |   |          |                  |  |   |                    |   |  |                    |         |   |                                        |   |           |                           |  |   |              |   |  |              |           |   |  |   |            |   |  |   |           |  
|Net income (loss)                                                    |  | $              | (886,306 | ) |                  | $ | (740,855 | )                |  | $ | (195,824           | ) |  | $                  | 241,249 |   |                                        | $ | 279,698   |                           |  | $ | (469,346     | ) |  | $            | (111,396  | ) |  | $ | 996,474    |   |  | $ | (886,306  | )
|                                                                     |  |                |          |   |                  |   |          |                  |  |   |                    |   |  |                    |         |   |                                        |   |           |                           |  |   |              |   |  |              |           |   |  |   |            |   |  |   |           |  

(Certain totals may not add due to the effects of rounding)



F-67



---

##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Operations

For the Year Ended
December 31, 2007

(in thousands)



|                                                                     |  |                |          |   |                  |   |         |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  
|-------------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | - | ------- | ------------------ |  | - | ------------------ | - |  | -------------------------------------- | --------- | - | ------------------------- | - | --------- | ------------ |  | - | ------------ | - |  | - | ---------- | - |  | - | --------- | -
|                                                                     |  | Intelsat, Ltd. |          |   | Intelsat Bermuda |   |         | IntermediateHoldco |  |   | Intelsat SubHoldco |   |  | Intelsat SubHoldcoSubsidiaryGuarantors |           |   | Non-GuarantorSubsidiaries |   |           | Eliminations |  |   | Consolidated |  
|Revenue                                                              |  | $              |         |   |                  | $ |        |                    |  | $ |                   |   |  | $                                      | 1,254,092 |   |                           | $ | 1,249,237 |              |  | $ | 1,342,248    |   |  | $ | (1,662,498 | ) |  | $ | 2,183,079 |  
|                                                                     |  |                |          |   |                  |   |         |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  
|Operating expenses:                                                  |  |                |          |   |                  |   |         |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  
|Direct costs of revenue (exclusive of depreciation and amortization) |  |                |         |   |                  |   |        |                    |  |   |                   |   |  |                                        | 267,998   |   |                           |   | 1,270,800 |              |  |   | 466,155      |   |  |   | (1,681,396 | ) |  |   | 323,557   |  
|Selling, general and administrative                                  |  |                | 24,744   |   |                  |   | 11,409  |                    |  |   | 8                  |   |  |                                        | 51,696    |   |                           |   | 36,637    |              |  |   | 153,299      |   |  |   | (39,303    | ) |  |   | 238,490   |  
|Depreciation and amortization                                        |  |                |         |   |                  |   |        |                    |  |   |                   |   |  |                                        | 468,900   |   |                           |   | 430,501   |              |  |   | 315,220      |   |  |   | (430,501   | ) |  |   | 784,120   |  
|Restructuring costs                                                  |  |                |         |   |                  |   |        |                    |  |   |                   |   |  |                                        | 102       |   |                           |   | 102       |              |  |   | 9,156        |   |  |   | (102       | ) |  |   | 9,258     |  
|Loss on undesignated interest rate swap                              |  |                |         |   |                  |   |        |                    |  |   |                   |   |  |                                        |          |   |                           |   |          |              |  |   | 11,699       |   |  |   |           |   |  |   | 11,699    |  
|                                                                     |  |                |          |   |                  |   |         |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  
|Total operating expenses                                             |  |                | 24,744   |   |                  |   | 11,409  |                    |  |   | 8                  |   |  |                                        | 788,696   |   |                           |   | 1,738,040 |              |  |   | 955,529      |   |  |   | (2,151,302 | ) |  |   | 1,367,124 |  
|                                                                     |  |                |          |   |                  |   |         |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  
|Income (loss) from operations                                        |  |                | (24,744  | ) |                  |   | (11,409 | )                  |  |   | (8                 | ) |  |                                        | 465,396   |   |                           |   | (488,803  | )            |  |   | 386,719      |   |  |   | 488,804    |   |  |   | 815,955   |  
|Interest expense, net                                                |  |                | 179,751  |   |                  |   | 386,995 |                    |  |   | 36,354             |   |  |                                        | 126,329   |   |                           |   | 43,280    |              |  |   | 263,321      |   |  |   | (43,280    | ) |  |   | 992,750   |  
|Subsidiary income                                                    |  |                | 12,662   |   |                  |   | 411,066 |                    |  |   | 293,387            |   |  |                                        | 891       |   |                           |   | 891       |              |  |   |             |   |  |   | (718,897   | ) |  |   |          |  
|Other income (expense), net                                          |  |                | (3       | ) |                  |   |        |                    |  |   |                   |   |  |                                        | (4,999    | ) |                           |   | (4,986    | )            |  |   | 4,865        |   |  |   | 4,986      |   |  |   | (137      | )
|                                                                     |  |                |          |   |                  |   |         |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  
|Income (loss) before income taxes                                    |  |                | (191,836 | ) |                  |   | 12,662  |                    |  |   | 257,025            |   |  |                                        | 334,959   |   |                           |   | (536,178  | )            |  |   | 128,263      |   |  |   | (181,827   | ) |  |   | (176,932  | )
|Provision for (benefit from) income taxes                            |  |                | 53       |   |                  |   |        |                    |  |   |                   |   |  |                                        | 41,572    |   |                           |   | 38,474    |              |  |   | (26,668      | ) |  |   | (38,474    | ) |  |   | 14,957    |  
|                                                                     |  |                |          |   |                  |   |         |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  
|Net income (loss)                                                    |  | $              | (191,889 | ) |                  | $ | 12,662  |                    |  | $ | 257,025            |   |  | $                                      | 293,387   |   |                           | $ | (574,652  | )            |  | $ | 154,931      |   |  | $ | (143,353   | ) |  | $ | (191,889  | )
|                                                                     |  |                |          |   |                  |   |         |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  

(Certain totals may not add due to the effects of rounding)



F-68



---

##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Operations

For the Year Ended
December 31, 2006

(in thousands)



|                                                                     |  |                |          |   |                  |   |          |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  
|-------------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | - | -------- | ------------------ |  | - | ------------------ | - |  | -------------------------------------- | --------- | - | ------------------------- | - | --------- | ------------ |  | - | ------------ | - |  | - | ---------- | - |  | - | --------- | -
|                                                                     |  | Intelsat, Ltd. |          |   | Intelsat Bermuda |   |          | IntermediateHoldco |  |   | Intelsat SubHoldco |   |  | Intelsat SubHoldcoSubsidiaryGuarantors |           |   | Non-GuarantorSubsidiaries |   |           | Eliminations |  |   | Consolidated |  
|Revenue                                                              |  | $              |         |   |                  | $ |         |                    |  | $ |                   |   |  | $                                      | 1,146,529 |   |                           | $ | 1,146,529 |              |  | $ | 770,304      |   |  | $ | (1,400,696 | ) |  | $ | 1,662,666 |  
|                                                                     |  |                |          |   |                  |   |          |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  
|Operating expenses:                                                  |  |                |          |   |                  |   |          |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  
|Direct costs of revenue (exclusive of depreciation and amortization) |  |                |         |   |                  |   |         |                    |  |   |                   |   |  |                                        | 203,027   |   |                           |   | 1,179,314 |              |  |   | 325,495      |   |  |   | (1,433,556 | ) |  |   | 274,280   |  
|Selling, general and administrative                                  |  |                | 12,523   |   |                  |   | 12,134   |                    |  |   |                   |   |  |                                        | 79,618    |   |                           |   | 67,676    |              |  |   | 93,838       |   |  |   | (67,600    | ) |  |   | 198,189   |  
|Depreciation and amortization                                        |  |                |         |   |                  |   |         |                    |  |   |                   |   |  |                                        | 545,620   |   |                           |   | 507,202   |              |  |   | 155,897      |   |  |   | (507,202   | ) |  |   | 701,517   |  
|Restructuring costs                                                  |  |                | 287      |   |                  |   |         |                    |  |   |                   |   |  |                                        | 15,378    |   |                           |   | 5,888     |              |  |   | 10,787       |   |  |   | (5,888     | ) |  |   | 26,452    |  
|Impairment of asset value                                            |  |                |         |   |                  |   |         |                    |  |   |                   |   |  |                                        | 48,974    |   |                           |   | 48,974    |              |  |   |             |   |  |   | (48,974    | ) |  |   | 48,974    |  
|Loss on interest rate swap                                           |  |                |         |   |                  |   |         |                    |  |   |                   |   |  |                                        |          |   |                           |   |          |              |  |   | 11,731       |   |  |   |           |   |  |   | 11,731    |  
|                                                                     |  |                |          |   |                  |   |          |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  
|Total operating expenses                                             |  |                | 12,810   |   |                  |   | 12,134   |                    |  |   |                   |   |  |                                        | 892,617   |   |                           |   | 1,809,054 |              |  |   | 597,748      |   |  |   | (2,063,220 | ) |  |   | 1,261,143 |  
|                                                                     |  |                |          |   |                  |   |          |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  
|Income (loss) from operations                                        |  |                | (12,810  | ) |                  |   | (12,134  | )                  |  |   |                   |   |  |                                        | 253,912   |   |                           |   | (662,525  | )            |  |   | 172,556      |   |  |   | 662,524    |   |  |   | 401,523   |  
|Interest expense, net                                                |  |                | 183,297  |   |                  |   | 175,977  |                    |  |   | 17,371             |   |  |                                        | 193,159   |   |                           |   | 36,251    |              |  |   | 154,336      |   |  |   | (36,250    | ) |  |   | 724,141   |  
|Subsidiary income (loss)                                             |  |                | (172,546 | ) |                  |   | 15,568   |                    |  |   | 16,420             |   |  |                                        | (640      | ) |                           |   | (640      | )            |  |   |             |   |  |   | 141,838    |   |  |   |          |  
|Other income (expense), net                                          |  |                |         |   |                  |   | (4       | )                  |  |   |                   |   |  |                                        | (29,418   | ) |                           |   | (29,417   | )            |  |   | 2,176        |   |  |   | 29,417     |   |  |   | (27,246   | )
|                                                                     |  |                |          |   |                  |   |          |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  
|Income (loss) before income taxes                                    |  |                | (368,653 | ) |                  |   | (172,547 | )                  |  |   | (951               | ) |  |                                        | 30,695    |   |                           |   | (728,833  | )            |  |   | 20,396       |   |  |   | 870,029    |   |  |   | (349,864  | )
|Provision for (benefit from) income taxes                            |  |                | 61       |   |                  |   |         |                    |  |   |                   |   |  |                                        | 36,107    |   |                           |   | 34,560    |              |  |   | (17,318      | ) |  |   | (34,560    | ) |  |   | 18,850    |  
|                                                                     |  |                |          |   |                  |   |          |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  
|Net income (loss)                                                    |  | $              | (368,714 | ) |                  | $ | (172,547 | )                  |  | $ | (951               | ) |  | $                                      | (5,412    | ) |                           | $ | (763,393  | )            |  | $ | 37,714       |   |  | $ | 904,589    |   |  | $ | (368,714  | )
|                                                                     |  |                |          |   |                  |   |          |                    |  |   |                    |   |  |                                        |           |   |                           |   |           |              |  |   |              |   |  |   |            |   |  |   |           |  

(Certain totals may not add due to the effects of rounding)



F-69



---

##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Cash Flows

For the Period
January 1, 2008 to January 31, 2008

(in thousands)



|                                                                                          |  |                |        |   |                  |   |         |                    |  |                    |   |  |                                        |         |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |          |  
|----------------------------------------------------------------------------------------- |  | -------------- | ------ | - | ---------------- | - | ------- | ------------------ |  | ------------------ | - |  | -------------------------------------- | ------- | - | ------------------------- | - | -------- | ------------ |  | - | ------------ | - |  | - | -------- | - |  | - | -------- | -
|                                                                                          |  | Intelsat, Ltd. |        |   | Intelsat Bermuda |   |         | IntermediateHoldco |  | Intelsat SubHoldco |   |  | Intelsat SubHoldcoSubsidiaryGuarantors |         |   | Non-GuarantorSubsidiaries |   |          | Eliminations |  |   | Consolidated |  
|Cash flows from operating activities                                                      |  | $              | (1,179 | ) |                  | $ | (46,397 | )                  |  | $                  |  |  | $                                      | (1,531  | ) |                           | $ | (11,112  | )            |  | $ | 68,726       |   |  | $ | 11,112   |   |  | $ | 19,619   |  
|                                                                                          |  |                |        |   |                  |   |         |                    |  |                    |   |  |                                        |         |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |          |  
|Cash flows from investing activities:                                                     |  |                |        |   |                  |   |         |                    |  |                    |   |  |                                        |         |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |          |  
|Payments for satellites and other property and equipment (including capitalized interest) |  |                |       |   |                  |   |        |                    |  |                    |  |  |                                        | (9,908  | ) |                           |   | (9,908   | )            |  |   | (14,793      | ) |  |   | 9,908    |   |  |   | (24,701  | )
|Proceeds from intercompany loan receivables                                               |  |                |       |   |                  |   |        |                    |  |                    |  |  |                                        | 34,000  |   |                           |   | 34,000   |              |  |   |             |   |  |   | (68,000  | ) |  |   |         |  
|                                                                                          |  |                |        |   |                  |   |         |                    |  |                    |   |  |                                        |         |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |          |  
|Net cash provided by (used in) investing activities                                       |  |                |       |   |                  |   |        |                    |  |                    |  |  |                                        | 24,092  |   |                           |   | 24,092   |              |  |   | (14,793      | ) |  |   | (58,092  | ) |  |   | (24,701  | )
|                                                                                          |  |                |        |   |                  |   |         |                    |  |                    |   |  |                                        |         |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |          |  
|Cash flows from financing activities:                                                     |  |                |        |   |                  |   |         |                    |  |                    |   |  |                                        |         |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |          |  
|Repayments of long-term debt                                                              |  |                |       |   |                  |   |        |                    |  |                    |  |  |                                        | (5,862  | ) |                           |   | (5,000   | )            |  |   | (162,985     | ) |  |   | 5,000    |   |  |   | (168,847 | )
|Proceeds from revolving credit facility                                                   |  |                |       |   |                  |   |        |                    |  |                    |  |  |                                        |        |   |                           |   |         |              |  |   | 150,000      |   |  |   |         |   |  |   | 150,000  |  
|Repayment of intercompany loans                                                           |  |                |       |   |                  |   |        |                    |  |                    |  |  |                                        |        |   |                           |   | (102,937 | )            |  |   | (34,000      | ) |  |   | 136,937  |   |  |   |         |  
|Principal payments on deferred satellite performance incentives                           |  |                |       |   |                  |   |        |                    |  |                    |  |  |                                        | (87     | ) |                           |   | (87      | )            |  |   | (1,246       | ) |  |   | 87       |   |  |   | (1,333   | )
|Principal payments on capital lease obligations                                           |  |                |       |   |                  |   |        |                    |  |                    |  |  |                                        | (2,124  | ) |                           |   | (2,124   | )            |  |   |             |   |  |   | 2,124    |   |  |   | (2,124   | )
|                                                                                          |  |                |        |   |                  |   |         |                    |  |                    |   |  |                                        |         |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |          |  
|Net cash used in financing activities                                                     |  |                |       |   |                  |   |        |                    |  |                    |  |  |                                        | (8,073  | ) |                           |   | (110,148 | )            |  |   | (48,231      | ) |  |   | 144,148  |   |  |   | (22,304  | )
|                                                                                          |  |                |        |   |                  |   |         |                    |  |                    |   |  |                                        |         |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                              |  |                |       |   |                  |   |        |                    |  |                    |  |  |                                        | 45      |   |                           |   | 45       |              |  |   | 92           |   |  |   | (45      | ) |  |   | 137      |  
|                                                                                          |  |                |        |   |                  |   |         |                    |  |                    |   |  |                                        |         |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |          |  
|Net change in cash and cash equivalents                                                   |  |                | (1,179 | ) |                  |   | (46,397 | )                  |  |                    |  |  |                                        | 14,533  |   |                           |   | (97,123  | )            |  |   | 5,794        |   |  |   | 97,123   |   |  |   | (27,249  | )
|Cash and cash equivalents, beginning of period                                            |  |                | 1,391  |   |                  |   | 50,998  |                    |  |                    |  |  |                                        | 233,880 |   |                           |   | 118,282  |              |  |   | 140,300      |   |  |   | (118,282 | ) |  |   | 426,569  |  
|                                                                                          |  |                |        |   |                  |   |         |                    |  |                    |   |  |                                        |         |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |          |  
|Cash and cash equivalents, end of period                                                  |  | $              | 212    |   |                  | $ | 4,601   |                    |  | $                  |  |  | $                                      | 248,413 |   |                           | $ | 21,159   |              |  | $ | 146,094      |   |  | $ | (21,159  | ) |  | $ | 399,320  |  
|                                                                                          |  |                |        |   |                  |   |         |                    |  |                    |   |  |                                        |         |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |          |  

(Certain totals may not add due to the effects of rounding)



F-70



---

##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Cash Flows

For the Period
February 1, 2008 to December 31, 2008

(in thousands)



|                                                                                          |  |                |          |   |                 |   |          |                 |  |   |                    |   |  |                    |          |   |                                        |   |            |                           |  |   |              |   |  |              |            |   |  |   |            |   |  |   |            |  
|----------------------------------------------------------------------------------------- |  | -------------- | -------- | - | --------------- | - | -------- | --------------- |  | - | ------------------ | - |  | ------------------ | -------- | - | -------------------------------------- | - | ---------- | ------------------------- |  | - | ------------ | - |  | ------------ | ---------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                                                          |  | Intelsat, Ltd. |          |   | IntelsatBermuda |   |          | IntelsatJackson |  |   | IntermediateHoldco |   |  | Intelsat SubHoldco |          |   | Intelsat SubHoldcoSubsidiaryGuarantors |   |            | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |           
|Cash flows from operating activities                                                      |  | $              | (32,741  | ) |                 | $ | (33,103  | )               |  | $ | (253,857           | ) |  | $                  | 5,822    |   |                                        | $ | 703,009    |                           |  | $ | 364,536      |   |  | $            | 487,013    |   |  | $ | (364,536   | ) |  | $ | 876,143    |  
|                                                                                          |  |                |          |   |                 |   |          |                 |  |   |                    |   |  |                    |          |   |                                        |   |            |                           |  |   |              |   |  |              |            |   |  |   |            |   |  |   |            |  
|Cash flows from investing activities:                                                     |  |                |          |   |                 |   |          |                 |  |   |                    |   |  |                    |          |   |                                        |   |            |                           |  |   |              |   |  |              |            |   |  |   |            |   |  |   |            |  
|Payments for satellites and other property and equipment (including capitalized interest) |  |                |         |   |                 |   |         |                 |  |   |                   |   |  |                    |         |   |                                        |   | (272,915   | )                         |  |   | (272,915     | ) |  |              | (124,844   | ) |  |   | 272,915    |   |  |   | (397,759   | )
|Capital contributions to unconsolidated affiliates                                        |  |                |         |   |                 |   |         |                 |  |   |                   |   |  |                    |         |   |                                        |   | (17,621    | )                         |  |   | (17,621      | ) |  |              | (9,659     | ) |  |   | 17,621     |   |  |   | (27,280    | )
|Capital contribution from Intelsat Holdings                                               |  |                | 4,596    |   |                 |   |         |                 |  |   |                   |   |  |                    |         |   |                                        |   |           |                           |  |   |             |   |  |              |           |   |  |   |           |   |  |   | 4,596      |  
|Dividend from affiliates                                                                  |  |                | 439,565  |   |                 |   | 621,746  |                 |  |   | 826,018            |   |  |                    | 826,018  |   |                                        |   |           |                           |  |   |             |   |  |              |           |   |  |   | (2,713,347 | ) |  |   |           |  
|Investment in subsidiaries                                                                |  |                |         |   |                 |   |         |                 |  |   |                   |   |  |                    |         |   |                                        |   | (13,703    | )                         |  |   | 1,000        |   |  |              | 13,703     |   |  |   | (1,000     | ) |  |   |           |  
|Minority interest in New Dawn                                                             |  |                |         |   |                 |   |         |                 |  |   |                   |   |  |                    |         |   |                                        |   |           |                           |  |   |             |   |  |              | 4,592      |   |  |   |           |   |  |   | 4,592      |  
|Other investing activities                                                                |  |                |         |   |                 |   |         |                 |  |   |                   |   |  |                    |         |   |                                        |   |           |                           |  |   |             |   |  |              | 5,954      |   |  |   |           |   |  |   | 5,954      |  
|                                                                                          |  |                |          |   |                 |   |          |                 |  |   |                    |   |  |                    |          |   |                                        |   |            |                           |  |   |              |   |  |              |            |   |  |   |            |   |  |   |            |  
|Net cash provided by (used in) investing activities                                       |  |                | 444,161  |   |                 |   | 621,746  |                 |  |   | 826,018            |   |  |                    | 826,018  |   |                                        |   | (304,239   | )                         |  |   | (289,536     | ) |  |              | (110,254   | ) |  |   | (2,423,811 | ) |  |   | (409,897   | )
|                                                                                          |  |                |          |   |                 |   |          |                 |  |   |                    |   |  |                    |          |   |                                        |   |            |                           |  |   |              |   |  |              |            |   |  |   |            |   |  |   |            |  
|Cash flows from financing activities:                                                     |  |                |          |   |                 |   |          |                 |  |   |                    |   |  |                    |          |   |                                        |   |            |                           |  |   |              |   |  |              |            |   |  |   |            |   |  |   |            |  
|Repayments of long-term debt                                                              |  |                | (400,000 | ) |                 |   |         |                 |  |   | (2,641,597         | ) |  |                    | (408,117 | ) |                                        |   | (1,551,756 | )                         |  |   |             |   |  |              | (1,278,695 | ) |  |   |           |   |  |   | (6,280,165 | )
|Repayments of revolving credit facility                                                   |  |                |         |   |                 |   |         |                 |  |   |                   |   |  |                    |         |   |                                        |   | (175,120   | )                         |  |   |              |   |  |              | (66,101    | ) |  |   |            |   |  |   | (241,221   | )
|Proceeds from issuance of long-term debt                                                  |  |                |         |   |                 |   |         |                 |  |   | 1,797,389          |   |  |                    | 412,197  |   |                                        |   | 1,564,358  |                           |  |   |             |   |  |              | 1,238,839  |   |  |   |           |   |  |   | 5,012,783  |  
|Loan proceeds from Intelsat Holdings                                                      |  |                |         |   |                 |   |         |                 |  |   | 34,000             |   |  |                    |         |   |                                        |   |           |                           |  |   |             |   |  |              |           |   |  |   |           |   |  |   | 34,000     |  
|Proceeds from revolving credit facility                                                   |  |                |         |   |                 |   |         |                 |  |   |                   |   |  |                    |         |   |                                        |   | 175,120    |                           |  |   |             |   |  |              | 66,101     |   |  |   |           |   |  |   | 241,221    |  
|Proceeds from (repayment of) intercompany loans                                           |  |                | (201,629 | ) |                 |   | 83,000   |                 |  |   | 226,973            |   |  |                    | (565     | ) |                                        |   | 149,194    |                           |  |   | (9,016       | ) |  |              | (256,973   | ) |  |   | 9,016      |   |  |   |           |  
|Debt issuance costs                                                                       |  |                |         |   |                 |   | (55,032  | )               |  |   | (21,731            | ) |  |                    | (5,207   | ) |                                        |   | (19,662    | )                         |  |   |             |   |  |              | (18,001    | ) |  |   |           |   |  |   | (119,633   | )
|Repayments of funding of capital expenditures by customer                                 |  |                |         |   |                 |   |         |                 |  |   |                   |   |  |                    |         |   |                                        |   |           |                           |  |   |             |   |  |              | (30,862    | ) |  |   |           |   |  |   | (30,862    | )
|Payment of premium on early retirement of debt                                            |  |                | (7,615   | ) |                 |   |         |                 |  |   | (48,654            | ) |  |                    | (4,080   | ) |                                        |   | (15,489    | )                         |  |   |             |   |  |              | (12,266    | ) |  |   |           |   |  |   | (88,104    | )
|Principal payments on deferred satellite performance incentives                           |  |                |         |   |                 |   |         |                 |  |   |                   |   |  |                    |         |   |                                        |   | (3,942     | )                         |  |   | (3,942       | ) |  |              | (19,360    | ) |  |   | 3,942      |   |  |   | (23,302    | )
|Principal payments on capital lease obligations                                           |  |                |         |   |                 |   |         |                 |  |   |                   |   |  |                    |         |   |                                        |   | (8,822     | )                         |  |   | (8,822       | ) |  |              | (326       | ) |  |   | 8,822      |   |  |   | (9,148     | )
|Dividends to shareholders                                                                 |  |                |         |   |                 |   | (439,565 | )               |  |   | (621,746           | ) |  |                    | (826,018 | ) |                                        |   | (826,018   | )                         |  |   |             |   |  |              |           |   |  |   | 2,713,347  |   |  |   |           |  
|                                                                                          |  |                |          |   |                 |   |          |                 |  |   |                    |   |  |                    |          |   |                                        |   |            |                           |  |   |              |   |  |              |            |   |  |   |            |   |  |   |            |  
|Net cash used in financing activities                                                     |  |                | (609,244 | ) |                 |   | (411,597 | )               |  |   | (1,275,366         | ) |  |                    | (831,790 | ) |                                        |   | (712,137   | )                         |  |   | (21,780      | ) |  |              | (377,644   | ) |  |   | 2,735,127  |   |  |   | (1,504,431 | )
|                                                                                          |  |                |          |   |                 |   |          |                 |  |   |                    |   |  |                    |          |   |                                        |   |            |                           |  |   |              |   |  |              |            |   |  |   |            |   |  |   |            |  
|Effect of exchange rate changes on cash and cash equivalents                              |  |                |         |   |                 |   | 2        |                 |  |   |                   |   |  |                    |         |   |                                        |   | (263       | )                         |  |   | (263         | ) |  |              | (5,980     | ) |  |   | 263        |   |  |   | (6,241     | )
|                                                                                          |  |                |          |   |                 |   |          |                 |  |   |                    |   |  |                    |          |   |                                        |   |            |                           |  |   |              |   |  |              |            |   |  |   |            |   |  |   |            |  
|Net change in cash and cash equivalents                                                   |  |                | (197,824 | ) |                 |   | 177,048  |                 |  |   | (703,205           | ) |  |                    | 50       |   |                                        |   | (313,630   | )                         |  |   | 52,957       |   |  |              | (6,865     | ) |  |   | (52,957    | ) |  |   | (1,044,426 | )
|Cash and cash equivalents, beginning of period                                            |  |                | 204,110  |   |                 |   | 4,602    |                 |  |   | 723,371            |   |  |                    |         |   |                                        |   | 462,633    |                           |  |   | 21,858       |   |  |              | 119,921    |   |  |   | (21,858    | ) |  |   | 1,514,637  |  
|                                                                                          |  |                |          |   |                 |   |          |                 |  |   |                    |   |  |                    |          |   |                                        |   |            |                           |  |   |              |   |  |              |            |   |  |   |            |   |  |   |            |  
|Cash and cash equivalents, end of period                                                  |  | $              | 6,286    |   |                 | $ | 181,650  |                 |  | $ | 20,166             |   |  | $                  | 50       |   |                                        | $ | 149,003    |                           |  | $ | 74,815       |   |  | $            | 113,056    |   |  | $ | (74,815    | ) |  | $ | 470,211    |  
|                                                                                          |  |                |          |   |                 |   |          |                 |  |   |                    |   |  |                    |          |   |                                        |   |            |                           |  |   |              |   |  |              |            |   |  |   |            |   |  |   |            |  

(Certain totals may not add due to the effects of rounding)



F-71



---

##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Cash Flows

For the Year Ended
December 31, 2007

(in thousands)



|                                                                |  |                |          |   |                  |   |           |                    |  |   |                    |   |  |                                        |            |   |                           |   |          |              |  |   |              |   |  |   |            |   |  |   |            |  
|--------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | - | --------- | ------------------ |  | - | ------------------ | - |  | -------------------------------------- | ---------- | - | ------------------------- | - | -------- | ------------ |  | - | ------------ | - |  | - | ---------- | - |  | - | ---------- | -
|                                                                |  | Intelsat, Ltd. |          |   | Intelsat Bermuda |   |           | IntermediateHoldco |  |   | Intelsat SubHoldco |   |  | Intelsat SubHoldcoSubsidiaryGuarantors |            |   | Non-GuarantorSubsidiaries |   |          | Eliminations |  |   | Consolidated |  
|Cash flows from operating activities                            |  | $              | (121,437 | ) |                  | $ | (370,411  | )                  |  | $ |                   |   |  | $                                      | 542,295    |   |                           | $ | 152,847  |              |  | $ | 506,574      |   |  | $ | (152,847   | ) |  | $ | 557,021    |  
|                                                                |  |                |          |   |                  |   |           |                    |  |   |                    |   |  |                                        |            |   |                           |   |          |              |  |   |              |   |  |   |            |   |  |   |            |  
|Cash flows from investing activities:                           |  |                |          |   |                  |   |           |                    |  |   |                    |   |  |                                        |            |   |                           |   |          |              |  |   |              |   |  |   |            |   |  |   |            |  
|Payments for satellites and other property and equipment        |  |                |         |   |                  |   |          |                    |  |   |                   |   |  |                                        | (156,762   | ) |                           |   | (156,762 | )            |  |   | (386,850     | ) |  |   | 156,762    |   |  |   | (543,612   | )
|Other investing activities                                      |  |                |         |   |                  |   |          |                    |  |   |                   |   |  |                                        |           |   |                           |   |         |              |  |   | 2,624        |   |  |   |           |   |  |   | 2,624      |  
|Advances from subsidiaries                                      |  |                |         |   |                  |   |          |                    |  |   |                   |   |  |                                        |           |   |                           |   |         |              |  |   | (67,431      | ) |  |   | 67,431     |   |  |   |           |  
|Investment in subsidiaries                                      |  |                | 116,000  |   |                  |   | (538,690  | )                  |  |   | (538,690           | ) |  |                                        |           |   |                           |   |         |              |  |   |             |   |  |   | 961,380    |   |  |   |           |  
|                                                                |  |                |          |   |                  |   |           |                    |  |   |                    |   |  |                                        |            |   |                           |   |          |              |  |   |              |   |  |   |            |   |  |   |            |  
|Net cash provided by (used in) investing activities             |  |                | 116,000  |   |                  |   | (538,690  | )                  |  |   | (538,690           | ) |  |                                        | (156,762   | ) |                           |   | (156,762 | )            |  |   | (451,657     | ) |  |   | 1,185,573  |   |  |   | (540,988   | )
|                                                                |  |                |          |   |                  |   |           |                    |  |   |                    |   |  |                                        |            |   |                           |   |          |              |  |   |              |   |  |   |            |   |  |   |            |  
|Cash flows from financing activities:                           |  |                |          |   |                  |   |           |                    |  |   |                    |   |  |                                        |            |   |                           |   |          |              |  |   |              |   |  |   |            |   |  |   |            |  
|Repayments of long-term debt                                    |  |                |         |   |                  |   | (600,000  | )                  |  |   |                   |   |  |                                        | (1,008,448 | ) |                           |   | (5,000   | )            |  |   | (53,132      | ) |  |   | 5,000      |   |  |   | (1,661,580 | )
|Proceeds from issuance of long-term debt                        |  |                |         |   |                  |   | 1,595,000 |                    |  |   |                   |   |  |                                        |           |   |                           |   |         |              |  |   |             |   |  |   |           |   |  |   | 1,595,000  |  
|Repayment of credit facility borrowings                         |  |                |         |   |                  |   | (51,194   | )                  |  |   |                   |   |  |                                        |           |   |                           |   |         |              |  |   |             |   |  |   | 51,194     |   |  |   |           |  
|Proceeds from revolving credit facility                         |  |                |         |   |                  |   | 118,625   |                    |  |   |                   |   |  |                                        |           |   |                           |   |         |              |  |   |             |   |  |   | (118,625   | ) |  |   |           |  
|Debt issuance costs                                             |  |                |         |   |                  |   | (28,322   | )                  |  |   |                   |   |  |                                        | (523       | ) |                           |   |         |              |  |   | (2,172       | ) |  |   |           |   |  |   | (31,017    | )
|Repayments of funding of capital expenditures by customer       |  |                |         |   |                  |   |          |                    |  |   |                   |   |  |                                        |           |   |                           |   |         |              |  |   | (41,282      | ) |  |   |           |   |  |   | (41,282    | )
|Payment of premium on early retirement of debt                  |  |                |         |   |                  |   |          |                    |  |   |                   |   |  |                                        | (10,000    | ) |                           |   |         |              |  |   |             |   |  |   |           |   |  |   | (10,000    | )
|Capital contributions from parent companies                     |  |                |         |   |                  |   |          |                    |  |   | 977,000            |   |  |                                        | 977,000    |   |                           |   |         |              |  |   |             |   |  |   | (1,954,000 | ) |  |   |           |  
|Principal payments on deferred satellite performance incentives |  |                |         |   |                  |   |          |                    |  |   |                   |   |  |                                        | (5,089     | ) |                           |   | (5,089   | )            |  |   | (13,467      | ) |  |   | 5,089      |   |  |   | (18,556    | )
|Principal payments on capital lease obligations                 |  |                |         |   |                  |   |          |                    |  |   |                   |   |  |                                        | (6,167     | ) |                           |   | (6,167   | )            |  |   |             |   |  |   | 6,167      |   |  |   | (6,167     | )
|Dividends to shareholders                                       |  |                |         |   |                  |   | (116,000  | )                  |  |   | (438,310           | ) |  |                                        | (438,310   | ) |                           |   |         |              |  |   |             |   |  |   | 992,620    |   |  |   |           |  
|                                                                |  |                |          |   |                  |   |           |                    |  |   |                    |   |  |                                        |            |   |                           |   |          |              |  |   |              |   |  |   |            |   |  |   |            |  
|Net cash provided by (used in) financing activities             |  |                |         |   |                  |   | 918,109   |                    |  |   | 538,690            |   |  |                                        | (491,537   | ) |                           |   | (16,256  | )            |  |   | (110,053     | ) |  |   | (1,012,555 | ) |  |   | (173,602   | )
|                                                                |  |                |          |   |                  |   |           |                    |  |   |                    |   |  |                                        |            |   |                           |   |          |              |  |   |              |   |  |   |            |   |  |   |            |  
|Effect of exchange rate changes on cash                         |  |                | (6       | ) |                  |   |          |                    |  |   |                   |   |  |                                        | (1,529     | ) |                           |   | (1,515   | )            |  |   | 2,017        |   |  |   | 1,515      |   |  |   | 482        |  
|                                                                |  |                |          |   |                  |   |           |                    |  |   |                    |   |  |                                        |            |   |                           |   |          |              |  |   |              |   |  |   |            |   |  |   |            |  
|Net change in cash and cash equivalents                         |  |                | (5,443   | ) |                  |   | 9,008     |                    |  |   |                   |   |  |                                        | (107,533   | ) |                           |   | (21,686  | )            |  |   | (53,119      | ) |  |   | 21,686     |   |  |   | (157,087   | )
|Cash and cash equivalents, beginning of period                  |  |                | 6,834    |   |                  |   | 41,990    |                    |  |   |                   |   |  |                                        | 341,413    |   |                           |   | 139,968  |              |  |   | 193,419      |   |  |   | (139,968   | ) |  |   | 583,656    |  
|                                                                |  |                |          |   |                  |   |           |                    |  |   |                    |   |  |                                        |            |   |                           |   |          |              |  |   |              |   |  |   |            |   |  |   |            |  
|Cash and cash equivalents, end of period                        |  | $              | 1,391    |   |                  | $ | 50,998    |                    |  | $ |                   |   |  | $                                      | 233,880    |   |                           | $ | 118,282  |              |  | $ | 140,300      |   |  | $ | (118,282   | ) |  | $ | 426,569    |  
|                                                                |  |                |          |   |                  |   |           |                    |  |   |                    |   |  |                                        |            |   |                           |   |          |              |  |   |              |   |  |   |            |   |  |   |            |  

(Certain totals may not add due to the effects of rounding)



F-72



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##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Cash Flows

For the Year Ended
December 31, 2006

(in thousands)



|                                                                |  |                |          |   |                  |   |            |                    |  |   |                    |   |  |                                        |          |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |            |  
|--------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | - | ---------- | ------------------ |  | - | ------------------ | - |  | -------------------------------------- | -------- | - | ------------------------- | - | -------- | ------------ |  | - | ------------ | - |  | - | -------- | - |  | - | ---------- | -
|                                                                |  | Intelsat, Ltd. |          |   | Intelsat Bermuda |   |            | IntermediateHoldco |  |   | Intelsat SubHoldco |   |  | Intelsat SubHoldcoSubsidiaryGuarantors |          |   | Non-GuarantorSubsidiaries |   |          | Eliminations |  |   | Consolidated |  
|Cash flows from operating activities                            |  | $              | (190,794 | ) |                  | $ | (18,497    | )                  |  | $ |                   |   |  | $                                      | 621,965  |   |                           | $ | 371,078  |              |  | $ | 38,433       |   |  | $ | (373,629 | ) |  | $ | 448,556    |  
|                                                                |  |                |          |   |                  |   |            |                    |  |   |                    |   |  |                                        |          |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |            |  
|Cash flows from investing activities:                           |  |                |          |   |                  |   |            |                    |  |   |                    |   |  |                                        |          |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |            |  
|Payments for satellites and other property and equipment        |  |                |         |   |                  |   |           |                    |  |   |                   |   |  |                                        | (94,888  | ) |                           |   | (94,888  | )            |  |   | (57,198      | ) |  |   | 94,888   |   |  |   | (152,086   | )
|PanAmSat Acquisition (including G2 acquisition)                 |  |                |         |   |                  |   | (1,713,576 | )                  |  |   |                   |   |  |                                        |         |   |                           |   |         |              |  |   | (1,438,945   | ) |  |   |         |   |  |   | (3,152,521 | )
|Advances to (from) subsidiaries, net                            |  |                | 63,301   |   |                  |   | (1,330,430 | )                  |  |   |                   |   |  |                                        | (62,461  | ) |                           |   | (55,908  | )            |  |   | 1,327,923    |   |  |   | 57,575   |   |  |   |           |  
|Investment in subsidiaries                                      |  |                | 134,263  |   |                  |   | 373,054    |                    |  |   | 298,705            |   |  |                                        | (73,000  | ) |                           |   | (73,000  | )            |  |   |             |   |  |   | (660,022 | ) |  |   |           |  
|                                                                |  |                |          |   |                  |   |            |                    |  |   |                    |   |  |                                        |          |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |            |  
|Net cash provided by (used in) investing activities             |  |                | 197,564  |   |                  |   | (2,670,952 | )                  |  |   | 298,705            |   |  |                                        | (230,349 | ) |                           |   | (223,796 | )            |  |   | (168,220     | ) |  |   | (507,559 | ) |  |   | (3,304,607 | )
|                                                                |  |                |          |   |                  |   |            |                    |  |   |                    |   |  |                                        |          |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |            |  
|Cash flows from financing activities:                           |  |                |          |   |                  |   |            |                    |  |   |                    |   |  |                                        |          |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |            |  
|Repayments of long-term debt                                    |  |                |         |   |                  |   |           |                    |  |   |                   |   |  |                                        | (347,375 | ) |                           |   |         |              |  |   | (307,682     | ) |  |   |         |   |  |   | (655,057   | )
|Proceeds from issuance of long-term debt                        |  |                |         |   |                  |   | 2,340,000  |                    |  |   |                   |   |  |                                        |         |   |                           |   |         |              |  |   | 575,000      |   |  |   |         |   |  |   | 2,915,000  |  
|Proceeds from revolving credit facility                         |  |                |         |   |                  |   | 600,000    |                    |  |   |                   |   |  |                                        | 344,750  |   |                           |   |         |              |  |   |             |   |  |   |         |   |  |   | 944,750    |  
|Debt issuance costs                                             |  |                |         |   |                  |   | (74,298    | )                  |  |   |                   |   |  |                                        |         |   |                           |   |         |              |  |   | (28,602      | ) |  |   |         |   |  |   | (102,900   | )
|Capital contributions from parent companies                     |  |                |         |   |                  |   |           |                    |  |   |                   |   |  |                                        |         |   |                           |   |         |              |  |   | 73,030       |   |  |   | (73,030  | ) |  |   |           |  
|Principal payments on deferred satellite performance incentives |  |                |         |   |                  |   |           |                    |  |   |                   |   |  |                                        | (5,209   | ) |                           |   | (5,209   | )            |  |   | (7,218       | ) |  |   | 5,209    |   |  |   | (12,427    | )
|Principal payments on capital lease obligations                 |  |                |         |   |                  |   |           |                    |  |   |                   |   |  |                                        | (9,605   | ) |                           |   | (9,605   | )            |  |   |             |   |  |   | 9,605    |   |  |   | (9,605     | )
|Dividends to shareholders                                       |  |                |         |   |                  |   | (134,263   | )                  |  |   | (298,705           | ) |  |                                        | (373,968 | ) |                           |   |         |              |  |   |             |   |  |   | 806,936  |   |  |   |           |  
|                                                                |  |                |          |   |                  |   |            |                    |  |   |                    |   |  |                                        |          |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |            |  
|Net cash provided by (used in) financing activities             |  |                |         |   |                  |   | 2,731,439  |                    |  |   | (298,705           | ) |  |                                        | (391,407 | ) |                           |   | (14,814  | )            |  |   | 304,528      |   |  |   | 748,720  |   |  |   | 3,079,761  |  
|                                                                |  |                |          |   |                  |   |            |                    |  |   |                    |   |  |                                        |          |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |            |  
|Effect of exchange rate changes on cash                         |  |                |         |   |                  |   |           |                    |  |   |                   |   |  |                                        |         |   |                           |   |         |              |  |   | (124         | ) |  |   |         |   |  |   | (124       | )
|                                                                |  |                |          |   |                  |   |            |                    |  |   |                    |   |  |                                        |          |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |            |  
|Net change in cash and cash equivalents                         |  |                | 6,770    |   |                  |   | 41,990     |                    |  |   |                   |   |  |                                        | 209      |   |                           |   | 132,468  |              |  |   | 174,617      |   |  |   | (132,468 | ) |  |   | 223,586    |  
|Cash and cash equivalents, beginning of period                  |  |                | 65       |   |                  |   |           |                    |  |   |                   |   |  |                                        | 341,204  |   |                           |   | 7,501    |              |  |   | 18,801       |   |  |   | (7,501   | ) |  |   | 360,070    |  
|                                                                |  |                |          |   |                  |   |            |                    |  |   |                    |   |  |                                        |          |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |            |  
|Cash and cash equivalents, end of period                        |  | $              | 6,835    |   |                  | $ | 41,990     |                    |  | $ |                   |   |  | $                                      | 341,413  |   |                           | $ | 139,969  |              |  | $ | 193,418      |   |  | $ | (139,969 | ) |  | $ | 583,656    |  
|                                                                |  |                |          |   |                  |   |            |                    |  |   |                    |   |  |                                        |          |   |                           |   |          |              |  |   |              |   |  |   |          |   |  |   |            |  

(Certain totals may not add due to the effects of rounding)



F-73



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##### Table of Contents

Intelsat, Ltd.

Notes to Consolidated Financial Statements(Continued)

(in thousands, except percentages,
share and per-share amounts and where otherwise noted)

On March 3, 2005, Intelsat Bermuda transferred substantially all of its
assets to Intelsat Sub Holdco and Intelsat Sub Holdco assumed substantially all of the then-existing liabilities of Intelsat Bermuda.

In
connection with the PanAmSat Acquisition Transactions, Intelsat Bermuda issued $750.0 million of 9.25% Senior Notes due 2016 (the Jackson Guaranteed Notes). The Jackson Guaranteed Notes are fully and unconditionally guaranteed,
jointly and severally, by Intelsat, its indirect wholly-owned subsidiary, Intelsat Sub Holdco, and the Subsidiary Guarantors.

On
February 4, 2008, promptly after the consummation of the New Sponsors Acquisition, Intelsat Bermuda transferred certain of its assets and certain of its liabilities and obligations (including the Jackson Guaranteed Notes) to Intelsat Jackson.
Intelsat Jackson became the obligor on the Jackson Guaranteed Notes and Intelsat Bermuda confirmed its guarantee of the Jackson Guaranteed Notes.

Separate financial statements of Intelsat, Ltd., Intelsat Bermuda, Intelsat Jackson, Intelsat Sub Holdco and the Subsidiary Guarantors are not presented because management believes that such financial statement would not be material to
investors.

Investments in subsidiaries in the following condensed consolidating financial information are accounted for under the equity
method of accounting. Consolidating adjustments include the following:



| |  |  | elimination of investment in subsidiaries;
| | - |  | ------------------------------------------



| |  |  | elimination of intercompany accounts;
| | - |  | -------------------------------------



| |  |  | elimination of intercompany sales between guarantor and non-guarantor subsidiaries; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | elimination of equity in earnings (losses) of subsidiaries.
| | - |  | -----------------------------------------------------------



F-74



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##### Table of Contents

Intelsat, Ltd and Subsidiaries

Condensed Consolidating Balance Sheet

As of December 31, 2008

(in thousands)



|                                                                  |  |                |           |                  |   |                 |  |                      |            |  |                           |            |              |  |   |              |  |   |             |   |  |   |           
|----------------------------------------------------------------- |  | -------------- | --------- | ---------------- | - | --------------- |  | -------------------- | ---------- |  | ------------------------- | ---------- | ------------ |  | - | ------------ |  | - | ----------- | - |  | - | ----------
|                                                                  |  | Intelsat, Ltd. |           | Intelsat Bermuda |   | IntelsatJackson |  | SubsidiaryGuarantors |            |  | Non-GuarantorSubsidiaries |            | Eliminations |  |   | Consolidated
|ASSETS                                                            |  |                |           |                  |   |                 |  |                      |            |  |                           |            |              |  |   |              |  |   |             |   |  |   |           
|Current assets:                                                   |  |                |           |                  |   |                 |  |                      |            |  |                           |            |              |  |   |              |  |   |             |   |  |   |           
|Cash and cash equivalents                                         |  | $              | 6,286     |                  | $ | 181,650         |  | $                    | 169,169    |  | $                         | 149,003    |              |  | $ | 113,106      |  | $ | (149,003    | ) |  | $ | 470,211   
|Receivables, net of allowance                                     |  |                | 2,108     |                  |   |                |  |                      | 192,916    |  |                           | 192,916    |              |  |   | 107,910      |  |   | (192,916    | ) |  |   | 302,934   
|Deferred income taxes                                             |  |                |          |                  |   |                |  |                      | 2,411      |  |                           | 2,411      |              |  |   | 46,212       |  |   | (2,411      | ) |  |   | 48,623    
|Prepaid expenses and other current assets                         |  |                | 1,027     |                  |   |                |  |                      | 21,050     |  |                           | 21,050     |              |  |   | 38,709       |  |   | (24,953     | ) |  |   | 56,883    
|Intercompany receivables                                          |  |                |          |                  |   |                |  |                      | 346,541    |  |                           | 686,361    |              |  |   | 257,553      |  |   | (1,290,455  | ) |  |   |          
|                                                                  |  |                |           |                  |   |                 |  |                      |            |  |                           |            |              |  |   |              |  |   |             |   |  |   |           
|Total current assets                                              |  |                | 9,421     |                  |   | 181,650         |  |                      | 732,087    |  |                           | 1,051,741  |              |  |   | 563,490      |  |   | (1,659,738  | ) |  |   | 878,651   
|Satellites and other property and equipment, net                  |  |                |          |                  |   |                |  |                      | 2,844,927  |  |                           | 2,844,927  |              |  |   | 2,494,744    |  |   | (2,844,927  | ) |  |   | 5,339,671 
|Goodwill                                                          |  |                |          |                  |   |                |  |                      | 3,434,165  |  |                           | 3,434,165  |              |  |   | 3,340,169    |  |   | (3,434,165  | ) |  |   | 6,774,334 
|Non-amortizable intangible assets                                 |  |                |          |                  |   |                |  |                      | 2,160,130  |  |                           | 2,160,130  |              |  |   | 797,070      |  |   | (2,160,130  | ) |  |   | 2,957,200 
|Amortizable intangible assets, net                                |  |                |          |                  |   |                |  |                      | 579,650    |  |                           | 579,650    |              |  |   | 544,625      |  |   | (579,650    | ) |  |   | 1,124,275 
|Investment in affiliates                                          |  |                | 1,994,848 |                  |   | 7,126,074       |  |                      | 2,848,753  |  |                           | (40,782    | )            |  |   | 95,937       |  |   | (11,928,893 | ) |  |   | 95,937    
|Other assets                                                      |  |                |          |                  |   | 144,388         |  |                      | 133,650    |  |                           | 113,216    |              |  |   | 209,226      |  |   | (113,216    | ) |  |   | 487,264   
|                                                                  |  |                |           |                  |   |                 |  |                      |            |  |                           |            |              |  |   |              |  |   |             |   |  |   |           
|Total assets                                                      |  | $              | 2,004,269 |                  | $ | 7,452,112       |  | $                    | 12,733,362 |  | $                         | 10,143,047 |              |  | $ | 8,045,261    |  | $ | (22,720,719 | ) |  | $ | 17,657,332
|                                                                  |  |                |           |                  |   |                 |  |                      |            |  |                           |            |              |  |   |              |  |   |             |   |  |   |           
|LIABILITIES AND SHAREHOLDERS EQUITY                              |  |                |           |                  |   |                 |  |                      |            |  |                           |            |              |  |   |              |  |   |             |   |  |   |           
|Current liabilities:                                              |  |                |           |                  |   |                 |  |                      |            |  |                           |            |              |  |   |              |  |   |             |   |  |   |           
|Accounts payable and accrued liabilities                          |  | $              | 5,913     |                  | $ | 29              |  | $                    | 58,047     |  | $                         | 58,047     |              |  | $ | 114,408      |  | $ | (61,950     | ) |  | $ | 174,494   
|Accrued interest payable                                          |  |                | 17,242    |                  |   | 225,879         |  |                      | 102,898    |  |                           | 73,723     |              |  |   | 64,063       |  |   | (73,723     | ) |  |   | 410,082   
|Current portion of long-term debt                                 |  |                |          |                  |   |                |  |                      | 9,939      |  |                           | 9,939      |              |  |   | 89,419       |  |   | (9,939      | ) |  |   | 99,358    
|Deferred satellite performance incentives                         |  |                |          |                  |   |                |  |                      | 8,740      |  |                           | 8,740      |              |  |   | 17,507       |  |   | (8,740      | ) |  |   | 26,247    
|Other current liabilities                                         |  |                |          |                  |   |                |  |                      | 69,618     |  |                           | 69,088     |              |  |   | 65,414       |  |   | (69,088     | ) |  |   | 135,032   
|Intercompany payables                                             |  |                | 511,535   |                  |   | 92,559          |  |                      |           |  |                           |           |              |  |   |             |  |   | (604,094    | ) |  |   |          
|                                                                  |  |                |           |                  |   |                 |  |                      |            |  |                           |            |              |  |   |              |  |   |             |   |  |   |           
|Total current liabilities                                         |  |                | 534,690   |                  |   | 318,467         |  |                      | 249,242    |  |                           | 219,537    |              |  |   | 350,811      |  |   | (827,534    | ) |  |   | 845,213   
|Long-term debt, net of current portion                            |  |                | 965,232   |                  |   | 5,063,815       |  |                      | 5,040,571  |  |                           | 1,904,596  |              |  |   | 3,704,357    |  |   | (1,904,596  | ) |  |   | 14,773,975
|Deferred satellite performance incentives, net of current portion |  |                |          |                  |   |                |  |                      | 26,621     |  |                           | 26,621     |              |  |   | 102,351      |  |   | (26,621     | ) |  |   | 128,972   
|Deferred revenue, net of current portion                          |  |                |          |                  |   |                |  |                      | 123,792    |  |                           | 123,792    |              |  |   | 42,519       |  |   | (123,792    | ) |  |   | 166,311   
|Deferred income taxes                                             |  |                |          |                  |   |                |  |                      |           |  |                           |           |              |  |   | 562,742      |  |   |            |   |  |   | 562,742   
|Accrued retirement benefits                                       |  |                |          |                  |   |                |  |                      | 67,053     |  |                           | 67,053     |              |  |   | 167,961      |  |   | (67,053     | ) |  |   | 235,014   
|Other long-term liabilities                                       |  |                |          |                  |   | 74,982          |  |                      | 100,009    |  |                           | 50,807     |              |  |   | 265,767      |  |   | (50,807     | ) |  |   | 440,758   
|                                                                  |  |                |           |                  |   |                 | 
|Shareholders equity:                                             |  |                |           |                  |   |                 |  |                      |            |  |                           |            |              |  |   |              |  |   |             |   |  |   |           
|Ordinary shares                                                   |  |                | 12        |                  |   | 12              |  |                      | 12         |  |                           | 12         |              |  |   | 70           |  |   | (106        | ) |  |   | 12        
|Other shareholders equity                                        |  |                | 504,335   |                  |   | 1,994,836       |  |                      | 7,126,062  |  |                           | 7,750,629  |              |  |   | 2,848,683    |  |   | (19,720,210 | ) |  |   | 504,335   
|                                                                  |  |                |           |                  |   |                 |  |                      |            |  |                           |            |              |  |   |              |  |   |             |   |  |   |           
|Total liabilities and shareholders equity                        |  | $              | 2,004,269 |                  | $ | 7,452,112       |  | $                    | 12,733,362 |  | $                         | 10,143,047 |              |  | $ | 8,045,261    |  | $ | (22,720,719 | ) |  | $ | 17,657,332
|                                                                  |  |                |           |                  |   |                 |  |                      |            |  |                           |            |              |  |   |              |  |   |             |   |  |   |           

(Certain totals may not add due to the effects of rounding)



F-75



---

##### Table of Contents

Intelsat, Ltd and Subsidiaries

Condensed Consolidating Balance Sheet

As of December 31, 2007

(in thousands)



|                                                                  |  |                |           |   |                  |   |                      |  |   |                           |   |              |   |           |              |   |             |   |  |   |            |  
|----------------------------------------------------------------- |  | -------------- | --------- | - | ---------------- | - | -------------------- |  | - | ------------------------- | - | ------------ | - | --------- | ------------ | - | ----------- | - |  | - | ---------- | -
|                                                                  |  | Intelsat, Ltd. |           |   | Intelsat Bermuda |   | SubsidiaryGuarantors |  |   | Non-GuarantorSubsidiaries |   | Eliminations |   |           | Consolidated |  
|ASSETS                                                            |  |                |           |   |                  |   |                      |  |   |                           |   |              |   |           |              |   |             |   |  |   |            |  
|Current assets:                                                   |  |                |           |   |                  |   |                      |  |   |                           |   |              |   |           |              |   |             |   |  |   |            |  
|Cash and cash equivalents                                         |  | $              | 1,391     |   |                  | $ | 284,878              |  | $ | 233,880                   |   |              | $ | 140,300   |              | $ | (233,880    | ) |  | $ | 426,569    |  
|Receivables, net of allowance                                     |  |                | 5,995     |   |                  |   | 185,405              |  |   | 185,402                   |   |              |   | 125,193   |              |   | (185,402    | ) |  |   | 316,593    |  
|Deferred income taxes                                             |  |                |          |   |                  |   | 5,356                |  |   | 5,356                     |   |              |   | 39,588    |              |   | (5,356      | ) |  |   | 44,944     |  
|Prepaid expenses and other current assets                         |  |                | 1,298     |   |                  |   | 33,957               |  |   | 33,957                    |   |              |   | 27,884    |              |   | (33,957     | ) |  |   | 63,139     |  
|Intercompany receivables                                          |  |                |          |   |                  |   | 1,074,297            |  |   | 1,191,244                 |   |              |   |          |              |   | (2,265,541  | ) |  |   |           |  
|                                                                  |  |                |           |   |                  |   |                      |  |   |                           |   |              |   |           |              |   |             |   |  |   |            |  
|Total current assets                                              |  |                | 8,684     |   |                  |   | 1,583,893            |  |   | 1,649,839                 |   |              |   | 332,965   |              |   | (2,724,136  | ) |  |   | 851,245    |  
|                                                                  |  |                |           |   |                  |  
|Satellites and other property and equipment, net                  |  |                |          |   |                  |   | 2,620,945            |  |   | 2,620,945                 |   |              |   | 1,965,403 |              |   | (2,620,945  | ) |  |   | 4,586,348  |  
|Goodwill                                                          |  |                |          |   |                  |   | 110,929              |  |   | 110,929                   |   |              |   | 3,789,264 |              |   | (110,929    | ) |  |   | 3,900,193  |  
|Non-amortizable intangible assets                                 |  |                |          |   |                  |   | 560,000              |  |   | 560,000                   |   |              |   | 1,116,600 |              |   | (560,000    | ) |  |   | 1,676,600  |  
|Amortizable intangible assets, net                                |  |                |          |   |                  |   | 418,453              |  |   | 418,453                   |   |              |   | 273,037   |              |   | (418,453    | ) |  |   | 691,490    |  
|Investment in affiliates                                          |  |                | 1,806,108 |   |                  |   | 2,735,984            |  |   | (2,974                    | ) |              |   | 103,085   |              |   | (4,539,118  | ) |  |   | 103,085    |  
|Other assets                                                      |  |                |          |   |                  |   | 156,318              |  |   | 66,814                    |   |              |   | 88,053    |              |   | (66,814     | ) |  |   | 244,371    |  
|                                                                  |  |                |           |   |                  |   |                      |  |   |                           |   |              |   |           |              |   |             |   |  |   |            |  
|Total assets                                                      |  | $              | 1,814,792 |   |                  | $ | 8,186,522            |  | $ | 5,424,006                 |   |              | $ | 7,668,407 |              | $ | (11,040,395 | ) |  | $ | 12,053,332 |  
|                                                                  |  |                |           |   |                  |   |                      |  |   |                           |   |              |   |           |              |   |             |   |  |   |            |  
|LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)                    |  |                |           |   |                  |   |                      |  |   |                           |   |              |   |           |              |   |             |   |  |   |            |  
|Current liabilities:                                              |  |                |           |   |                  |   |                      |  |   |                           |   |              |   |           |              |   |             |   |  |   |            |  
|Accounts payable and accrued liabilities                          |  | $              | 4,474     |   |                  | $ | 67,833               |  | $ | 65,055                    |   |              | $ | 148,906   |              | $ | (65,055     | ) |  | $ | 221,213    |  
|Accrued interest payable                                          |  |                | 20,615    |   |                  |   | 110,832              |  |   | 69,031                    |   |              |   | 45,150    |              |   | (69,031     | ) |  |   | 176,597    |  
|Current portion of long-term debt                                 |  |                |          |   |                  |   | 17,155               |  |   | 17,155                    |   |              |   | 60,840    |              |   | (17,155     | ) |  |   | 77,995     |  
|Deferred satellite performance incentives                         |  |                |          |   |                  |   | 4,359                |  |   | 4,359                     |   |              |   | 20,567    |              |   | (4,359      | ) |  |   | 24,926     |  
|Other current liabilities                                         |  |                |          |   |                  |   | 71,986               |  |   | 71,986                    |   |              |   | 46,008    |              |   | (71,986     | ) |  |   | 117,994    |  
|Intercompany payables                                             |  |                | 944,730   |   |                  |   |                     |  |   |                          |   |              |   | 129,567   |              |   | (1,074,297  | ) |  |   |           |  
|                                                                  |  |                |           |   |                  |   |                      |  |   |                           |   |              |   |           |              |   |             |   |  |   |            |  
|Total current liabilities                                         |  |                | 969,819   |   |                  |   | 272,165              |  |   | 227,586                   |   |              |   | 451,038   |              |   | (1,301,883  | ) |  |   | 618,725    |  
|Long-term debt, net of current portion                            |  |                | 1,567,357 |   |                  |   | 5,837,090            |  |   | 1,901,585                 |   |              |   | 3,782,962 |              |   | (1,901,585  | ) |  |   | 11,187,409 |  
|Deferred satellite performance incentives, net of current portion |  |                |          |   |                  |   | 24,317               |  |   | 24,317                    |   |              |   | 100,014   |              |   | (24,317     | ) |  |   | 124,331    |  
|Deferred revenue, net of current portion                          |  |                |          |   |                  |   | 135,778              |  |   | 135,778                   |   |              |   | 31,915    |              |   | (135,778    | ) |  |   | 167,693    |  
|Deferred income taxes                                             |  |                |          |   |                  |   | 1,056                |  |   | 1,056                     |   |              |   | 410,922   |              |   | (1,056      | ) |  |   | 411,978    |  
|Accrued retirement benefits                                       |  |                |          |   |                  |   | 64,846               |  |   | 64,846                    |   |              |   | 17,494    |              |   | (64,846     | ) |  |   | 82,340     |  
|Other long-term liabilities                                       |  |                |          |   |                  |   | 45,162               |  |   | 45,162                    |   |              |   | 138,078   |              |   | (45,162     | ) |  |   | 183,240    |  
|                                                                  |  |                |           |   |                  |  
|Shareholders equity (deficit):                                   |  |                |           |   |                  |   |                      |  |   |                           |   |              |   |           |              |   |             |   |  |   |            |  
|Ordinary shares                                                   |  |                | 12        |   |                  |   | 12                   |  |   | 12                        |   |              |   | 70        |              |   | (94         | ) |  |   | 12         |  
|Other shareholders equity (deficit)                              |  |                | (722,396  | ) |                  |   | 1,806,096            |  |   | 3,023,664                 |   |              |   | 2,735,914 |              |   | (7,565,674  | ) |  |   | (722,396   | )
|                                                                  |  |                |           |   |                  |   |                      |  |   |                           |   |              |   |           |              |   |             |   |  |   |            |  
|Total liabilities and shareholders equity (deficit)              |  | $              | 1,814,792 |   |                  | $ | 8,186,522            |  | $ | 5,424,006                 |   |              | $ | 7,668,407 |              | $ | (11,040,395 | ) |  | $ | 12,053,332 |  
|                                                                  |  |                |           |   |                  |   |                      |  |   |                           |   |              |   |           |              |   |             |   |  |   |            |  

(Certain totals may not add due to the effects of rounding)



F-76



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##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Operations

For the Period
January 1, 2008 to January 31, 2008

(in thousands)



|                                                                     |  |                |          |   |                  |   |          |                      |  |   |                           |   |  |              |         |   |              |   |          |   |  |   |          |  
|-------------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | - | -------- | -------------------- |  | - | ------------------------- | - |  | ------------ | ------- | - | ------------ | - | -------- | - |  | - | -------- | -
|                                                                     |  | Intelsat, Ltd. |          |   | Intelsat Bermuda |   |          | SubsidiaryGuarantors |  |   | Non-GuarantorSubsidiaries |   |  | Eliminations |         |   | Consolidated |  
|Revenue                                                              |  | $              |         |   |                  | $ | 110,468  |                      |  | $ | 110,468                   |   |  | $            | 149,448 |   |              | $ | (180,123 | ) |  | $ | 190,261  |  
|                                                                     |  |                |          |   |                  |   |          |                      |  |   |                           |   |  |              |         |   |              |   |          |   |  |   |          |  
|Operating expenses:                                                  |  |                |          |   |                  |   |          |                      |  |   |                           |   |  |              |         |   |              |   |          |   |  |   |          |  
|Direct costs of revenue (exclusive of depreciation and amortization) |  |                |         |   |                  |   | 54,830   |                      |  |   | 54,830                    |   |  |              | 40,500  |   |              |   | (124,477 | ) |  |   | 25,683   |  
|Selling, general and administrative                                  |  |                | 1,600    |   |                  |   | 2,908    |                      |  |   | 2,169                     |   |  |              | 13,985  |   |              |   | (2,177   | ) |  |   | 18,485   |  
|Depreciation and amortization                                        |  |                |         |   |                  |   | 36,204   |                      |  |   | 36,204                    |   |  |              | 27,953  |   |              |   | (36,204  | ) |  |   | 64,157   |  
|Restructuring and transaction costs                                  |  |                | 186,601  |   |                  |   | 62,188   |                      |  |   | 2,188                     |   |  |              | 64,313  |   |              |   | (2,188   | ) |  |   | 313,102  |  
|Loss on undesignated interest rate swaps                             |  |                |         |   |                  |   |         |                      |  |   |                          |   |  |              | 11,431  |   |              |   |         |   |  |   | 11,431   |  
|                                                                     |  |                |          |   |                  |   |          |                      |  |   |                           |   |  |              |         |   |              |   |          |   |  |   |          |  
|Total operating expenses                                             |  |                | 188,201  |   |                  |   | 156,130  |                      |  |   | 95,391                    |   |  |              | 158,182 |   |              |   | (165,046 | ) |  |   | 432,858  |  
|                                                                     |  |                |          |   |                  |   |          |                      |  |   |                           |   |  |              |         |   |              |   |          |   |  |   |          |  
|Income (loss) from operations                                        |  |                | (188,201 | ) |                  |   | (45,662  | )                    |  |   | 15,077                    |   |  |              | (8,734  | ) |              |   | (15,077  | ) |  |   | (242,597 | )
|Interest expense, net                                                |  |                | 14,168   |   |                  |   | 41,981   |                      |  |   | 6,359                     |   |  |              | 24,126  |   |              |   | (6,359   | ) |  |   | 80,275   |  
|Subsidiary loss                                                      |  |                | (109,492 | ) |                  |   | (18,892  | )                    |  |   | (512                      | ) |  |              |        |   |              |   | 128,896  |   |  |   |         |  
|Other income, net                                                    |  |                |         |   |                  |   | 331      |                      |  |   | 331                       |   |  |              | 204     |   |              |   | (331     | ) |  |   | 535      |  
|                                                                     |  |                |          |   |                  |   |          |                      |  |   |                           |   |  |              |         |   |              |   |          |   |  |   |          |  
|Income (loss) before income taxes                                    |  |                | (311,861 | ) |                  |   | (106,204 | )                    |  |   | 8,537                     |   |  |              | (32,656 | ) |              |   | 119,847  |   |  |   | (322,337 | )
|Provision for (benefit from) income taxes                            |  |                |         |   |                  |   | 3,288    |                      |  |   | 3,288                     |   |  |              | (13,764 | ) |              |   | (3,288   | ) |  |   | (10,476  | )
|                                                                     |  |                |          |   |                  |   |          |                      |  |   |                           |   |  |              |         |   |              |   |          |   |  |   |          |  
|Net income (loss)                                                    |  | $              | (311,861 | ) |                  | $ | (109,492 | )                    |  | $ | 5,249                     |   |  | $            | (18,892 | ) |              | $ | 123,135  |   |  | $ | (311,861 | )
|                                                                     |  |                |          |   |                  |   |          |                      |  |   |                           |   |  |              |         |   |              |   |          |   |  |   |          |  

(Certain totals may not add due to the effects of rounding)



F-77



---

##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Operations

For the Period
February 1, 2008 to December 31, 2008

(in thousands)



|                                                                     |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |           |   |              |   |           |              |  |   |            |   |  |   |           |  
|-------------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | - | -------- | --------------- |  | - | -------------------- | - |  | ------------------------- | --------- | - | ------------ | - | --------- | ------------ |  | - | ---------- | - |  | - | --------- | -
|                                                                     |  | Intelsat, Ltd. |          |   | Intelsat Bermuda |   |          | IntelsatJackson |  |   | SubsidiaryGuarantors |   |  | Non-GuarantorSubsidiaries |           |   | Eliminations |   |           | Consolidated | 
|Revenue                                                              |  | $              |         |   |                  | $ |         |                 |  | $ | 1,307,350            |   |  | $                         | 1,307,350 |   |              | $ | 1,330,785 |              |  | $ | (1,770,845 | ) |  | $ | 2,174,640 |  
|                                                                     |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |           |   |              |   |           |              |  |   |            |   |  |   |           |  
|Operating expenses:                                                  |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |           |   |              |   |           |              |  |   |            |   |  |   |           |  
|Direct costs of revenue (exclusive of depreciation and amortization) |  |                |         |   |                  |   |         |                 |  |   | 272,023              |   |  |                           | 272,023   |   |              |   | 528,946   |              |  |   | (735,526   | ) |  |   | 337,466   |  
|Selling, general and administrative                                  |  |                | 21,019   |   |                  |   | 9,976    |                 |  |   | 26,353               |   |  |                           | 26,286    |   |              |   | 125,601   |              |  |   | (26,278    | ) |  |   | 182,957   |  
|Depreciation and amortization                                        |  |                |         |   |                  |   |         |                 |  |   | 466,747              |   |  |                           | 466,747   |   |              |   | 328,916   |              |  |   | (466,747   | ) |  |   | 795,663   |  
|Restructuring costs                                                  |  |                |         |   |                  |   |         |                 |  |   |                     |   |  |                           |          |   |              |   | 1,926     |              |  |   |           |   |  |   | 1,926     |  
|Impairment of asset value                                            |  |                |         |   |                  |   |         |                 |  |   | 134,444              |   |  |                           | 134,444   |   |              |   | 256,000   |              |  |   | (134,444   | ) |  |   | 390,444   |  
|Loss on undesignated interest rate swaps                             |  |                |         |   |                  |   |         |                 |  |   | 71,853               |   |  |                           | 18,010    |   |              |   | 83,452    |              |  |   | (18,010    | ) |  |   | 155,305   |  
|                                                                     |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |           |   |              |   |           |              |  |   |            |   |  |   |           |  
|Total operating expenses                                             |  |                | 21,019   |   |                  |   | 9,976    |                 |  |   | 971,420              |   |  |                           | 917,510   |   |              |   | 1,324,841 |              |  |   | (1,381,005 | ) |  |   | 1,863,761 |  
|                                                                     |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |           |   |              |   |           |              |  |   |            |   |  |   |           |  
|Income (loss) from operations                                        |  |                | (21,019  | ) |                  |   | (9,976   | )               |  |   | 335,930              |   |  |                           | 389,840   |   |              |   | 5,944     |              |  |   | (389,840   | ) |  |   | 310,879   |  
|Interest expense, net                                                |  |                | 124,433  |   |                  |   | 535,036  |                 |  |   | 380,480              |   |  |                           | 110,017   |   |              |   | 254,933   |              |  |   | (110,017   | ) |  |   | 1,294,882 |  
|Subsidiary income (loss)                                             |  |                | (740,855 | ) |                  |   | (195,824 | )               |  |   | (149,845             | ) |  |                           | 1,304     |   |              |   |          |              |  |   | 1,085,220  |   |  |   |          |  
|Other income (expense), net                                          |  |                | 1        |   |                  |   | 2        |                 |  |   | (14,058              | ) |  |                           | (14,058   | ) |              |   | 2,191     |              |  |   | 14,058     |   |  |   | (11,864   | )
|                                                                     |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |           |   |              |   |           |              |  |   |            |   |  |   |           |  
|Income (loss) before income taxes                                    |  |                | (886,306 | ) |                  |   | (740,834 | )               |  |   | (208,453             | ) |  |                           | 267,069   |   |              |   | (246,798  | )            |  |   | 819,455    |   |  |   | (995,867  | )
|Provision for (benefit from) income taxes                            |  |                |         |   |                  |   | 21       |                 |  |   | (12,629              | ) |  |                           | (12,629   | ) |              |   | (96,953   | )            |  |   | 12,629     |   |  |   | (109,561  | )
|                                                                     |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |           |   |              |   |           |              |  |   |            |   |  |   |           |  
|Net income (loss)                                                    |  | $              | (886,306 | ) |                  | $ | (740,855 | )               |  | $ | (195,824             | ) |  | $                         | 279,698   |   |              | $ | (149,845  | )            |  | $ | 806,826    |   |  | $ | (886,306  | )
|                                                                     |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |           |   |              |   |           |              |  |   |            |   |  |   |           |  

(Certain totals may not add due to the effects of rounding)



F-78



---

##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Operations

For the Year Ended
December 31, 2007

(in thousands)



|                                                                     |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |           |   |              |   |            |   |  |   |           |  
|-------------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | - | --------- | -------------------- |  | - | ------------------------- | - |  | ------------ | --------- | - | ------------ | - | ---------- | - |  | - | --------- | -
|                                                                     |  | Intelsat, Ltd. |          |   | Intelsat Bermuda |   |           | SubsidiaryGuarantors |  |   | Non-GuarantorSubsidiaries |   |  | Eliminations |           |   | Consolidated |  
|Revenue                                                              |  | $              |         |   |                  | $ | 1,254,092 |                      |  | $ | 1,254,092                 |   |  | $            | 1,342,248 |   |              | $ | (1,667,353 | ) |  | $ | 2,183,079 |  
|                                                                     |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |           |   |              |   |            |   |  |   |           |  
|Operating expenses:                                                  |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |           |   |              |   |            |   |  |   |           |  
|Direct costs of revenue (exclusive of depreciation and amortization) |  |                |         |   |                  |   | 267,999   |                      |  |   | 267,998                   |   |  |              | 466,155   |   |              |   | (678,595   | ) |  |   | 323,557   |  
|Selling, general and administrative                                  |  |                | 24,744   |   |                  |   | 63,103    |                      |  |   | 51,697                    |   |  |              | 153,307   |   |              |   | (54,361    | ) |  |   | 238,490   |  
|Depreciation and amortization                                        |  |                |         |   |                  |   | 468,900   |                      |  |   | 468,900                   |   |  |              | 315,220   |   |              |   | (468,900   | ) |  |   | 784,120   |  
|Restructuring costs                                                  |  |                |         |   |                  |   | 102       |                      |  |   | 102                       |   |  |              | 9,156     |   |              |   | (102       | ) |  |   | 9,258     |  
|Loss on undesignated interest rate swap                              |  |                |         |   |                  |   |          |                      |  |   |                          |   |  |              | 11,699    |   |              |   |           |   |  |   | 11,699    |  
|                                                                     |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |           |   |              |   |            |   |  |   |           |  
|Total operating expenses                                             |  |                | 24,744   |   |                  |   | 800,104   |                      |  |   | 788,697                   |   |  |              | 955,537   |   |              |   | (1,201,958 | ) |  |   | 1,367,124 |  
|                                                                     |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |           |   |              |   |            |   |  |   |           |  
|Income (loss) from operations                                        |  |                | (24,744  | ) |                  |   | 453,988   |                      |  |   | 465,395                   |   |  |              | 386,711   |   |              |   | (465,395   | ) |  |   | 815,955   |  
|Interest expense, net                                                |  |                | 179,751  |   |                  |   | 513,324   |                      |  |   | 126,330                   |   |  |              | 299,675   |   |              |   | (126,330   | ) |  |   | 992,750   |  
|Subsidiary income                                                    |  |                | 12,662   |   |                  |   | 118,569   |                      |  |   | 891                       |   |  |              |          |   |              |   | (132,122   | ) |  |   |          |  
|Other income (expense), net                                          |  |                | (3       | ) |                  |   | (4,999    | )                    |  |   | (4,999                    | ) |  |              | 4,865     |   |              |   | 4,999      |   |  |   | (137      | )
|                                                                     |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |           |   |              |   |            |   |  |   |           |  
|Income (loss) before income taxes                                    |  |                | (191,836 | ) |                  |   | 54,234    |                      |  |   | 334,957                   |   |  |              | 91,901    |   |              |   | (466,188   | ) |  |   | (176,932  | )
|Provision for (benefit from) income taxes                            |  |                | 53       |   |                  |   | 41,572    |                      |  |   | 41,572                    |   |  |              | (26,668   | ) |              |   | (41,572    | ) |  |   | 14,957    |  
|                                                                     |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |           |   |              |   |            |   |  |   |           |  
|Net income (loss)                                                    |  | $              | (191,889 | ) |                  | $ | 12,662    |                      |  | $ | 293,385                   |   |  | $            | 118,569   |   |              | $ | (424,616   | ) |  | $ | (191,889  | )
|                                                                     |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |           |   |              |   |            |   |  |   |           |  

(Certain totals may not add due to the effects of rounding)



F-79



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##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Operations

For the Year Ended
December 31, 2006

(in thousands)



|                                                                     |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |         |   |              |   |            |   |  |   |           |  
|-------------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | - | --------- | -------------------- |  | - | ------------------------- | - |  | ------------ | ------- | - | ------------ | - | ---------- | - |  | - | --------- | -
|                                                                     |  | Intelsat, Ltd. |          |   | Intelsat Bermuda |   |           | SubsidiaryGuarantors |  |   | Non-GuarantorSubsidiaries |   |  | Eliminations |         |   | Consolidated |  
|Revenue                                                              |  | $              |         |   |                  | $ | 1,146,529 |                      |  | $ | 1,146,529                 |   |  | $            | 770,304 |   |              | $ | (1,400,696 | ) |  | $ | 1,662,666 |  
|                                                                     |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |         |   |              |   |            |   |  |   |           |  
|Operating expenses:                                                  |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |         |   |              |   |            |   |  |   |           |  
|Direct costs of revenue (exclusive of depreciation and amortization) |  |                |         |   |                  |   | 256,219   |                      |  |   | 203,027                   |   |  |              | 325,495 |   |              |   | (510,461   | ) |  |   | 274,280   |  
|Selling, general and administrative                                  |  |                | 12,523   |   |                  |   | 38,560    |                      |  |   | 79,618                    |   |  |              | 93,838  |   |              |   | (26,350    | ) |  |   | 198,189   |  
|Depreciation and amortization                                        |  |                |         |   |                  |   | 545,620   |                      |  |   | 545,620                   |   |  |              | 155,897 |   |              |   | (545,620   | ) |  |   | 701,517   |  
|Restructuring costs                                                  |  |                | 287      |   |                  |   | 15,378    |                      |  |   | 15,378                    |   |  |              | 10,787  |   |              |   | (15,378    | ) |  |   | 26,452    |  
|Impairment of asset value                                            |  |                |         |   |                  |   | 48,974    |                      |  |   | 48,974                    |   |  |              |        |   |              |   | (48,974    | ) |  |   | 48,974    |  
|Loss on interest rate swap                                           |  |                |         |   |                  |   |          |                      |  |   |                          |   |  |              | 11,731  |   |              |   |           |   |  |   | 11,731    |  
|                                                                     |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |         |   |              |   |            |   |  |   |           |  
|Total operating expenses                                             |  |                | 12,810   |   |                  |   | 904,751   |                      |  |   | 892,617                   |   |  |              | 597,748 |   |              |   | (1,146,783 | ) |  |   | 1,261,143 |  
|                                                                     |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |         |   |              |   |            |   |  |   |           |  
|Income (loss) from operations                                        |  |                | (12,810  | ) |                  |   | 241,778   |                      |  |   | 253,912                   |   |  |              | 172,556 |   |              |   | (253,193   | ) |  |   | 401,523   |  
|Interest expense, net                                                |  |                | 183,297  |   |                  |   | 369,136   |                      |  |   | 193,159                   |   |  |              | 171,708 |   |              |   | (193,159   | ) |  |   | 724,141   |  
|Subsidiary income (loss)                                             |  |                | (172,546 | ) |                  |   | 20,341    |                      |  |   | (640                      | ) |  |              |        |   |              |   | 152,845    |   |  |   |          |  
|Other income (expense), net                                          |  |                |         |   |                  |   | (29,422   | )                    |  |   | (29,418                   | ) |  |              | 2,176   |   |              |   | 29,418     |   |  |   | (27,246   | )
|                                                                     |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |         |   |              |   |            |   |  |   |           |  
|Income (loss) before income taxes                                    |  |                | (368,653 | ) |                  |   | (136,438  | )                    |  |   | 30,695                    |   |  |              | 3,024   |   |              |   | 121,508    |   |  |   | (349,864  | )
|Provision for (benefit from) income taxes                            |  |                | 61       |   |                  |   | 36,107    |                      |  |   | 36,107                    |   |  |              | (17,318 | ) |              |   | (36,107    | ) |  |   | 18,850    |  
|                                                                     |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |         |   |              |   |            |   |  |   |           |  
|Net income (loss)                                                    |  | $              | (368,714 | ) |                  | $ | (172,546  | )                    |  | $ | (5,412                    | ) |  | $            | 20,342  |   |              | $ | 157,616    |   |  | $ | (368,714  | )
|                                                                     |  |                |          |   |                  |   |           |                      |  |   |                           |   |  |              |         |   |              |   |            |   |  |   |           |  

(Certain totals may not add due to the effects of rounding)



F-80



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##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Cash Flows

For the Period
January 1, 2008 to January 31, 2008

(in thousands)



|                                                                                          |  |                |        |   |                  |   |         |                      |  |   |                           |   |  |              |          |   |              |   |          |   |  |   |          |  
|----------------------------------------------------------------------------------------- |  | -------------- | ------ | - | ---------------- | - | ------- | -------------------- |  | - | ------------------------- | - |  | ------------ | -------- | - | ------------ | - | -------- | - |  | - | -------- | -
|                                                                                          |  | Intelsat, Ltd. |        |   | Intelsat Bermuda |   |         | SubsidiaryGuarantors |  |   | Non-GuarantorSubsidiaries |   |  | Eliminations |          |   | Consolidated |  
|Cash flows from operating activities                                                      |  | $              | (1,179 | ) |                  | $ | (47,928 | )                    |  | $ | (1,531                    | ) |  | $            | 68,726   |   |              | $ | 1,531    |   |  | $ | 19,619   |  
|                                                                                          |  |                |        |   |                  |   |         |                      |  |   |                           |   |  |              |          |   |              |   |          |   |  |   |          |  
|Cash flows from investing activities:                                                     |  |                |        |   |                  |   |         |                      |  |   |                           |   |  |              |          |   |              |   |          |   |  |   |          |  
|Payments for satellites and other property and equipment (including capitalized interest) |  |                |       |   |                  |   | (9,908  | )                    |  |   | (9,908                    | ) |  |              | (14,793  | ) |              |   | 9,908    |   |  |   | (24,701  | )
|Proceeds from intercompany loan receivables                                               |  |                |       |   |                  |   | 34,000  |                      |  |   | 34,000                    |   |  |              |         |   |              |   | (68,000  | ) |  |   |         |  
|                                                                                          |  |                |        |   |                  |   |         |                      |  |   |                           |   |  |              |          |   |              |   |          |   |  |   |          |  
|Net cash provided by (used in) investing activities                                       |  |                |       |   |                  |   | 24,092  |                      |  |   | 24,092                    |   |  |              | (14,793  | ) |              |   | (58,092  | ) |  |   | (24,701  | )
|                                                                                          |  |                |        |   |                  |   |         |                      |  |   |                           |   |  |              |          |   |              |   |          |   |  |   |          |  
|Cash flows from financing activities:                                                     |  |                |        |   |                  |   |         |                      |  |   |                           |   |  |              |          |   |              |   |          |   |  |   |          |  
|Repayments of long-term debt                                                              |  |                |       |   |                  |   | (5,862  | )                    |  |   | (5,862                    | ) |  |              | (162,985 | ) |              |   | 5,862    |   |  |   | (168,847 | )
|Proceeds from revolving credit facility                                                   |  |                |       |   |                  |   |        |                      |  |   |                          |   |  |              | 150,000  |   |              |   |         |   |  |   | 150,000  |  
|Repayment of intercompany loans                                                           |  |                |       |   |                  |   |        |                      |  |   |                          |   |  |              | (34,000  | ) |              |   | 34,000   |   |  |   |         |  
|Principal payments on deferred satellite performance incentives                           |  |                |       |   |                  |   | (87     | )                    |  |   | (87                       | ) |  |              | (1,246   | ) |              |   | 87       |   |  |   | (1,333   | )
|Principal payments on capital lease obligations                                           |  |                |       |   |                  |   | (2,124  | )                    |  |   | (2,124                    | ) |  |              |         |   |              |   | 2,124    |   |  |   | (2,124   | )
|                                                                                          |  |                |        |   |                  |   |         |                      |  |   |                           |   |  |              |          |   |              |   |          |   |  |   |          |  
|Net cash used in financing activities                                                     |  |                |       |   |                  |   | (8,073  | )                    |  |   | (8,073                    | ) |  |              | (48,231  | ) |              |   | 42,073   |   |  |   | (22,304  | )
|                                                                                          |  |                |        |   |                  |   |         |                      |  |   |                           |   |  |              |          |   |              |   |          |   |  |   |          |  
|Effect of exchange rate changes on cash and cash equivalents                              |  |                |       |   |                  |   | 45      |                      |  |   | 45                        |   |  |              | 92       |   |              |   | (45      | ) |  |   | 137      |  
|                                                                                          |  |                |        |   |                  |   |         |                      |  |   |                           |   |  |              |          |   |              |   |          |   |  |   |          |  
|Net change in cash and cash equivalents                                                   |  |                | (1,179 | ) |                  |   | (31,864 | )                    |  |   | 14,533                    |   |  |              | 5,794    |   |              |   | (14,533  | ) |  |   | (27,249  | )
|Cash and cash equivalents, beginning of period                                            |  |                | 1,391  |   |                  |   | 284,878 |                      |  |   | 233,880                   |   |  |              | 140,300  |   |              |   | (233,880 | ) |  |   | 426,569  |  
|                                                                                          |  |                |        |   |                  |   |         |                      |  |   |                           |   |  |              |          |   |              |   |          |   |  |   |          |  
|Cash and cash equivalents, end of period                                                  |  | $              | 212    |   |                  | $ | 253,014 |                      |  | $ | 248,413                   |   |  | $            | 146,094  |   |              | $ | (248,413 | ) |  | $ | 399,320  |  
|                                                                                          |  |                |        |   |                  |   |         |                      |  |   |                           |   |  |              |          |   |              |   |          |   |  |   |          |  

(Certain totals may not add due to the effects of rounding)



F-81



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##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Cash Flows

For the Period
February 1, 2008 to December 31, 2008

(in thousands)



|                                                                                          |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |            |   |              |   |            |              |  |   |            |   |  |   |            |  
|----------------------------------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | - | -------- | --------------- |  | - | -------------------- | - |  | ------------------------- | ---------- | - | ------------ | - | ---------- | ------------ |  | - | ---------- | - |  | - | ---------- | -
|                                                                                          |  | Intelsat, Ltd. |          |   | Intelsat Bermuda |   |          | IntelsatJackson |  |   | SubsidiaryGuarantors |   |  | Non-GuarantorSubsidiaries |            |   | Eliminations |   |            | Consolidated | 
|Cash flows from operating activities                                                      |  | $              | (32,741  | ) |                  | $ | (33,103  | )               |  | $ | 449,152              |   |  | $                         | 703,009    |   |              | $ | 492,835    |              |  | $ | (703,009   | ) |  | $ | 876,143    |  
|                                                                                          |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |            |   |              |   |            |              |  |   |            |   |  |   |            |  
|Cash flows from investing activities:                                                     |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |            |   |              |   |            |              |  |   |            |   |  |   |            |  
|Payments for satellites and other property and equipment (including capitalized interest) |  |                |         |   |                  |   |         |                 |  |   | (272,915             | ) |  |                           | (272,915   | ) |              |   | (124,844   | )            |  |   | 272,915    |   |  |   | (397,759   | )
|Capital contributions to unconsolidated affiliates                                        |  |                |         |   |                  |   |         |                 |  |   | (17,621              | ) |  |                           | (17,621    | ) |              |   | (9,659     | )            |  |   | 17,621     |   |  |   | (27,280    | )
|Capital contribution from Intelsat Holdings                                               |  |                | 4,596    |   |                  |   |         |                 |  |   |                     |   |  |                           |           |   |              |   |           |              |  |   |           |   |  |   | 4,596      |  
|Dividend from affiliates                                                                  |  |                | 439,565  |   |                  |   | 621,746  |                 |  |   | 826,018              |   |  |                           |           |   |              |   | 826,018    |              |  |   | (2,713,347 | ) |  |   |           |  
|Investment in subsidiaries                                                                |  |                |         |   |                  |   |         |                 |  |   | (13,703              | ) |  |                           | (13,703    | ) |              |   | 13,703     |              |  |   | 13,703     |   |  |   |           |  
|Minority interest in New Dawn                                                             |  |                |         |   |                  |   |         |                 |  |   |                     |   |  |                           |           |   |              |   | 4,592      |              |  |   |           |   |  |   | 4,592      |  
|Other investing activities                                                                |  |                |         |   |                  |   |         |                 |  |   |                     |   |  |                           |           |   |              |   | 5,954      |              |  |   |           |   |  |   | 5,954      |  
|                                                                                          |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |            |   |              |   |            |              |  |   |            |   |  |   |            |  
|Net cash provided by (used in) investing activities                                       |  |                | 444,161  |   |                  |   | 621,746  |                 |  |   | 521,779              |   |  |                           | (304,239   | ) |              |   | 715,764    |              |  |   | (2,409,108 | ) |  |   | (409,897   | )
|                                                                                          |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |            |   |              |   |            |              |  |   |            |   |  |   |            |  
|Cash flows from financing activities:                                                     |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |            |   |              |   |            |              |  |   |            |   |  |   |            |  
|Repayments of long-term debt                                                              |  |                | (400,000 | ) |                  |   |         |                 |  |   | (4,193,353           | ) |  |                           | (1,551,756 | ) |              |   | (1,686,812 | )            |  |   | 1,551,756  |   |  |   | (6,280,165 | )
|Repayments of revolving credit facility                                                   |  |                |         |   |                  |   |         |                 |  |   | (175,120             | ) |  |                           | (175,120   | ) |              |   | (66,101    | )            |  |   | 175,120    |   |  |   | (241,221   | )
|Proceeds from issuance of long-term debt                                                  |  |                |         |   |                  |   |         |                 |  |   | 3,361,747            |   |  |                           | 1,564,358  |   |              |   | 1,651,036  |              |  |   | (1,564,358 | ) |  |   | 5,012,783  |  
|Loan received from Intelsat Holdings                                                      |  |                |         |   |                  |   |         |                 |  |   | 34,000               |   |  |                           |           |   |              |   |           |              |  |   |           |   |  |   | 34,000     |  
|Proceeds from revolving credit facility                                                   |  |                |         |   |                  |   |         |                 |  |   | 175,120              |   |  |                           | 175,120    |   |              |   | 66,101     |              |  |   | (175,120   | ) |  |   | 241,221    |  
|Proceeds from (repayment of) intercompany loans                                           |  |                | (201,629 | ) |                  |   | 83,000   |                 |  |   | 376,167              |   |  |                           | 149,194    |   |              |   | (257,538   | )            |  |   | (149,194   | ) |  |   |           |  
|Debt issuance costs                                                                       |  |                |         |   |                  |   | (55,032  | )               |  |   | (41,393              | ) |  |                           | (19,662    | ) |              |   | (23,208    | )            |  |   | 19,662     |   |  |   | (119,633   | )
|Repayment of funding of capital expenditures by customer                                  |  |                |         |   |                  |   |         |                 |  |   |                     |   |  |                           |           |   |              |   | (30,862    | )            |  |   |           |   |  |   | (30,862    | )
|Payment of premium on early retirement of debt                                            |  |                | (7,615   | ) |                  |   |         |                 |  |   | (64,143              | ) |  |                           | (15,489    | ) |              |   | (16,346    | )            |  |   | 15,489     |   |  |   | (88,104    | )
|Principal payments on deferred satellite performance incentives                           |  |                |         |   |                  |   |         |                 |  |   | (3,942               | ) |  |                           | (3,942     | ) |              |   | (19,360    | )            |  |   | 3,942      |   |  |   | (23,302    | )
|Principal payments on capital lease obligations                                           |  |                |         |   |                  |   |         |                 |  |   | (8,822               | ) |  |                           | (8,822     | ) |              |   | (326       | )            |  |   | 8,822      |   |  |   | (9,148     | )
|Dividends to shareholders                                                                 |  |                |         |   |                  |   | (439,565 | )               |  |   | (1,447,764           | ) |  |                           | (826,018   | ) |              |   | (826,018   | )            |  |   | 3,539,365  |   |  |   |           |  
|                                                                                          |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |            |   |              |   |            |              |  |   |            |   |  |   |            |  
|Net cash used in financing activities                                                     |  |                | (609,244 | ) |                  |   | (411,597 | )               |  |   | (1,987,503           | ) |  |                           | (712,137   | ) |              |   | (1,209,434 | )            |  |   | 3,425,484  |   |  |   | (1,504,431 | )
|                                                                                          |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |            |   |              |   |            |              |  |   |            |   |  |   |            |  
|Effect of exchange rate changes on cash and cash equivalents                              |  |                |         |   |                  |   | 2        |                 |  |   | (263                 | ) |  |                           | (263       | ) |              |   | (5,980     | )            |  |   | 263        |   |  |   | (6,241     | )
|                                                                                          |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |            |   |              |   |            |              |  |   |            |   |  |   |            |  
|Net change in cash and cash equivalents                                                   |  |                | (197,824 | ) |                  |   | 177,048  |                 |  |   | (1,016,835           | ) |  |                           | (313,630   | ) |              |   | (6,815     | )            |  |   | 313,630    |   |  |   | (1,044,426 | )
|Cash and cash equivalents, beginning of period                                            |  |                | 204,110  |   |                  |   | 4,602    |                 |  |   | 1,186,004            |   |  |                           | 462,633    |   |              |   | 119,921    |              |  |   | (462,633   | ) |  |   | 1,514,637  |  
|                                                                                          |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |            |   |              |   |            |              |  |   |            |   |  |   |            |  
|Cash and cash equivalents, end of period                                                  |  | $              | 6,286    |   |                  | $ | 181,650  |                 |  | $ | 169,169              |   |  | $                         | 149,003    |   |              | $ | 113,106    |              |  | $ | (149,003   | ) |  | $ | 470,211    |  
|                                                                                          |  |                |          |   |                  |   |          |                 |  |   |                      |   |  |                           |            |   |              |   |            |              |  |   |            |   |  |   |            |  

(Certain totals may not add due to the effects of rounding)



F-82



---

##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Cash Flows

For the Year Ended
December 31, 2007

(in thousands)



|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |          |   |              |   |            |   |  |   |            |  
|--------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | - | ---------- | -------------------- |  | - | ------------------------- | - |  | ------------ | -------- | - | ------------ | - | ---------- | - |  | - | ---------- | -
|                                                                |  | Intelsat, Ltd. |          |   | Intelsat Bermuda |   |            | SubsidiaryGuarantors |  |   | Non-GuarantorSubsidiaries |   |  | Eliminations |          |   | Consolidated |  
|Cash flows from operating activities                            |  | $              | (121,437 | ) |                  | $ | 171,884    |                      |  | $ | 542,295                   |   |  | $            | 506,575  |   |              | $ | (542,296   | ) |  | $ | 557,021    |  
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |          |   |              |   |            |   |  |   |            |  
|Cash flows from investing activities:                           |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |          |   |              |   |            |   |  |   |            |  
|Payments for satellites and other property and equipment        |  |                |         |   |                  |   | (156,762   | )                    |  |   | (156,762                  | ) |  |              | (386,850 | ) |              |   | 156,762    |   |  |   | (543,612   | )
|Other investing activities                                      |  |                |         |   |                  |   |           |                      |  |   |                          |   |  |              | 2,624    |   |              |   |           |   |  |   | 2,624      |  
|Advances to subsidiaries                                        |  |                |         |   |                  |   |           |                      |  |   |                          |   |  |              | (67,431  | ) |              |   | 67,431     |   |  |   |           |  
|Investment in subsidiaries                                      |  |                | 116,000  |   |                  |   | (538,690   | )                    |  |   |                          |   |  |              | (538,690 | ) |              |   | 961,380    |   |  |   |           |  
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |          |   |              |   |            |   |  |   |            |  
|Net cash provided by (used in) investing activities             |  |                | 116,000  |   |                  |   | (695,452   | )                    |  |   | (156,762                  | ) |  |              | (990,347 | ) |              |   | 1,185,573  |   |  |   | (540,988   | )
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |          |   |              |   |            |   |  |   |            |  
|Cash flows from financing activities:                           |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |          |   |              |   |            |   |  |   |            |  
|Repayments of long-term debt                                    |  |                |         |   |                  |   | (1,608,448 | )                    |  |   | (1,008,448                | ) |  |              | (53,132  | ) |              |   | 1,008,448  |   |  |   | (1,661,580 | )
|Proceeds from issuance of long-term debt                        |  |                |         |   |                  |   | 1,595,000  |                      |  |   |                          |   |  |              |         |   |              |   |           |   |  |   | 1,595,000  |  
|Repayment of credit facility borrowings                         |  |                |         |   |                  |   | (51,194    | )                    |  |   |                          |   |  |              |         |   |              |   | 51,194     |   |  |   |           |  
|Proceeds from revolving credit facility                         |  |                |         |   |                  |   | 118,625    |                      |  |   |                          |   |  |              |         |   |              |   | (118,625   | ) |  |   |           |  
|Debt issuance costs                                             |  |                |         |   |                  |   | (28,845    | )                    |  |   | (523                      | ) |  |              | (2,172   | ) |              |   | 523        |   |  |   | (31,017    | )
|Repayments of funding of capital expenditures by customer       |  |                |         |   |                  |   |           |                      |  |   |                          |   |  |              | (41,282  | ) |              |   |           |   |  |   | (41,282    | )
|Payment of premium on early retirement of debt                  |  |                |         |   |                  |   | (10,000    | )                    |  |   | (10,000                   | ) |  |              |         |   |              |   | 10,000     |   |  |   | (10,000    | )
|Capital contributions from parent companies                     |  |                |         |   |                  |   | 977,000    |                      |  |   | 977,000                   |   |  |              | 977,000  |   |              |   | (2,931,000 | ) |  |   |           |  
|Principal payments on deferred satellite performance incentives |  |                |         |   |                  |   | (5,089     | )                    |  |   | (5,089                    | ) |  |              | (13,467  | ) |              |   | 5,089      |   |  |   | (18,556    | )
|Principal payments on capital lease obligations                 |  |                |         |   |                  |   | (6,167     | )                    |  |   | (6,167                    | ) |  |              |         |   |              |   | 6,167      |   |  |   | (6,167     | )
|Dividends to shareholders                                       |  |                |         |   |                  |   | (554,310   | )                    |  |   | (438,310                  | ) |  |              | (438,310 | ) |              |   | 1,430,930  |   |  |   |           |  
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |          |   |              |   |            |   |  |   |            |  
|Net cash provided by (used in) financing activities             |  |                |         |   |                  |   | 426,572    |                      |  |   | (491,537                  | ) |  |              | 428,637  |   |              |   | (537,274   | ) |  |   | (173,602   | )
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |          |   |              |   |            |   |  |   |            |  
|Effect of exchange rate changes on cash                         |  |                | (6       | ) |                  |   | (1,529     | )                    |  |   | (1,529                    | ) |  |              | 2,017    |   |              |   | 1,529      |   |  |   | 482        |  
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |          |   |              |   |            |   |  |   |            |  
|Net change in cash and cash equivalents                         |  |                | (5,443   | ) |                  |   | (98,525    | )                    |  |   | (107,533                  | ) |  |              | (53,118  | ) |              |   | 107,532    |   |  |   | (157,087   | )
|Cash and cash equivalents, beginning of period                  |  |                | 6,834    |   |                  |   | 383,403    |                      |  |   | 341,413                   |   |  |              | 193,418  |   |              |   | (341,412   | ) |  |   | 583,656    |  
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |          |   |              |   |            |   |  |   |            |  
|Cash and cash equivalents, end of period                        |  | $              | 1,391    |   |                  | $ | 284,878    |                      |  | $ | 233,880                   |   |  | $            | 140,300  |   |              | $ | (233,880   | ) |  | $ | 426,569    |  
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |          |   |              |   |            |   |  |   |            |  

(Certain totals may not add due to the effects of rounding)



F-83



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##### Table of Contents

Intelsat, Ltd. and Subsidiaries

Condensed Consolidating Statement of Cash Flows

For the Year Ended
December 31, 2006

(in thousands)



|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |            |   |              |   |          |   |  |   |            |  
|--------------------------------------------------------------- |  | -------------- | -------- | - | ---------------- | - | ---------- | -------------------- |  | - | ------------------------- | - |  | ------------ | ---------- | - | ------------ | - | -------- | - |  | - | ---------- | -
|                                                                |  | Intelsat, Ltd. |          |   | Intelsat Bermuda |   |            | SubsidiaryGuarantors |  |   | Non-GuarantorSubsidiaries |   |  | Eliminations |            |   | Consolidated |  
|Cash flows from operating activities                            |  | $              | (190,794 | ) |                  | $ | 603,468    |                      |  | $ | 621,965                   |   |  | $            | 38,433     |   |              | $ | (624,516 | ) |  | $ | 448,556    |  
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |            |   |              |   |          |   |  |   |            |  
|Cash flows from investing activities:                           |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |            |   |              |   |          |   |  |   |            |  
|Payments for satellites and other property and equipment        |  |                |         |   |                  |   | (94,888    | )                    |  |   | (94,888                   | ) |  |              | (57,198    | ) |              |   | 94,888   |   |  |   | (152,086   | )
|PanAmSat Acquisition (including G2 acquisition)                 |  |                |         |   |                  |   | (1,713,576 | )                    |  |   |                          |   |  |              | (1,438,945 | ) |              |   |         |   |  |   | (3,152,521 | )
|Advances to (from) subsidiaries, net                            |  |                | 63,301   |   |                  |   | (1,392,891 | )                    |  |   | (62,461                   | ) |  |              | 1,327,923  |   |              |   | 64,128   |   |  |   |           |  
|Investment in subsidiaries                                      |  |                | 134,263  |   |                  |   | (73,914    | )                    |  |   | (73,000                   | ) |  |              | 298,705    |   |              |   | (286,054 | ) |  |   |           |  
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |            |   |              |   |          |   |  |   |            |  
|Net cash provided by (used in) investing activities             |  |                | 197,564  |   |                  |   | (3,275,269 | )                    |  |   | (230,349                  | ) |  |              | 130,485    |   |              |   | (127,038 | ) |  |   | (3,304,607 | )
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |            |   |              |   |          |   |  |   |            |  
|Cash flows from financing activities:                           |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |            |   |              |   |          |   |  |   |            |  
|Repayments of long-term debt                                    |  |                |         |   |                  |   | (347,375   | )                    |  |   | (347,375                  | ) |  |              | (307,682   | ) |              |   | 347,375  |   |  |   | (655,057   | )
|Proceeds from issuance of long-term debt                        |  |                |         |   |                  |   | 2,340,000  |                      |  |   |                          |   |  |              | 575,000    |   |              |   |         |   |  |   | 2,915,000  |  
|Proceeds from revolving credit facility                         |  |                |         |   |                  |   | 944,750    |                      |  |   | 344,750                   |   |  |              |           |   |              |   | (344,750 | ) |  |   | 944,750    |  
|Debt issuance costs                                             |  |                |         |   |                  |   | (74,298    | )                    |  |   |                          |   |  |              | (28,602    | ) |              |   |         |   |  |   | (102,900   | )
|Capital contributions from parent companies                     |  |                |         |   |                  |   |           |                      |  |   |                          |   |  |              | 73,030     |   |              |   | (73,030  | ) |  |   |           |  
|Principal payments on deferred satellite performance incentives |  |                |         |   |                  |   | (5,209     | )                    |  |   | (5,209                    | ) |  |              | (7,218     | ) |              |   | 5,209    |   |  |   | (12,427    | )
|Principal payments on capital lease obligations                 |  |                |         |   |                  |   | (9,605     | )                    |  |   | (9,605                    | ) |  |              |           |   |              |   | 9,605    |   |  |   | (9,605     | )
|Dividends to shareholders                                       |  |                |         |   |                  |   | (134,263   | )                    |  |   | (373,968                  | ) |  |              | (298,705   | ) |              |   | 806,936  |   |  |   |           |  
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |            |   |              |   |          |   |  |   |            |  
|Net cash provided by (used in) financing activities             |  |                |         |   |                  |   | 2,714,000  |                      |  |   | (391,407                  | ) |  |              | 5,823      |   |              |   | 751,345  |   |  |   | 3,079,761  |  
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |            |   |              |   |          |   |  |   |            |  
|Effect of exchange rate changes on cash                         |  |                |         |   |                  |   |           |                      |  |   |                          |   |  |              | (124)      |   |              |   |         |   |  |   | (124)      |  
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |            |   |              |   |          |   |  |   |            |  
|Net change in cash and cash equivalents                         |  |                | 6,770    |   |                  |   | 42,199     |                      |  |   | 209                       |   |  |              | 174,617    |   |              |   | (209)    |   |  |   | 223,586    |  
|Cash and cash equivalents, beginning of period                  |  |                | 65       |   |                  |   | 341,204    |                      |  |   | 341,204                   |   |  |              | 18,801     |   |              |   | (341,204 | ) |  |   | 360,070    |  
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |            |   |              |   |          |   |  |   |            |  
|Cash and cash equivalents, end of period                        |  | $              | 6,835    |   |                  | $ | 383,403    |                      |  | $ | 341,413                   |   |  | $            | 193,418    |   |              | $ | (341,413 | ) |  | $ | 583,656    |  
|                                                                |  |                |          |   |                  |   |            |                      |  |   |                           |   |  |              |            |   |              |   |          |   |  |   |            |  

(Certain totals may not add due to the effects of rounding)



F-84



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##### Table of Contents

SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS



|                                                        |  |                              |        |                             |   |        |                         |  |   |            |   |  |                |         |   |                        |   |        |   |  |   |        |  
|------------------------------------------------------- |  | ---------------------------- | ------ | --------------------------- | - | ------ | ----------------------- |  | - | ---------- | - |  | -------------- | ------- | - | ---------------------- | - | ------ | - |  | - | ------ | -
|Description                                             |  | Balance atBeginning ofPeriod |        | Charged toCosts andExpenses |   |        | Chargedto OtherAccounts |  |   | Deductions |   |  | Adjustments(1) |         |   | Balance atEnd ofPeriod |  
|                                                        |  | (in thousands)               |       
|Year ended December 31, 2006                            |  |                              |        |                             |   |        |                         |  |   |            |   |  |                |         |   |                        |   |        |   |  |   |        |  
|Allowance for doubtful accounts                         |  | $                            | 26,342 |                             | $ | 3,411  |                         |  | $ |           |   |  | $              | (6,622  | ) |                        | $ | 6,815  |   |  | $ | 29,946 |  
|Restructuring reserve                                   |  | $                            |       |                             | $ | 26,452 |                         |  | $ | (9,359     | ) |  | $              | (18,588 | ) |                        | $ | 28,992 |   |  | $ | 27,497 |  
|Year ended December 31, 2007                            |  |                              |        |                             |   |        |                         |  |   |            |   |  |                |         |   |                        |   |        |   |  |   |        |  
|Allowance for doubtful accounts                         |  | $                            | 29,946 |                             | $ | 12,199 |                         |  | $ |           |   |  | $              | (9,357  | ) |                        | $ |       |   |  | $ | 32,788 |  
|Restructuring reserve                                   |  | $                            | 27,497 |                             | $ | 9,258  |                         |  | $ | 522        |   |  | $              | (24,146 | ) |                        | $ |       |   |  | $ | 13,131 |  
|Predecessor period January 1, 2008 to January 31, 2008: |  |                              |        |                             |   |        |                         |  |   |            |   |  |                |         |   |                        |   |        |   |  |   |        |  
|Allowance for doubtful accounts                         |  | $                            | 32,788 |                             | $ | 3,922  |                         |  | $ |           |   |  | $              | (94     | ) |                        | $ |       |   |  | $ | 36,616 |  
|Restructuring reserve                                   |  | $                            | 13,131 |                             | $ | (8     | )                       |  |   |            |   |  | $              | (3,296  | ) |                        | $ |       |   |  | $ | 9,827  |  
|Fair value adjustments to restructuring reserve         |  | $                            |       |                             | $ |       |                         |  | $ |           |   |  | $              |        |   |                        | $ | (576   | ) |  | $ | (576   | )
|Successor period February 1, 2008 to December 31, 2008: |  |                              |        |                             |   |        |                         |  |   |            |   |  |                |         |   |                        |   |        |   |  |   |        |  
|Allowance for doubtful accounts                         |  | $                            | 36,616 |                             | $ | (9,137 | )                       |  | $ |           |   |  | $              | (7,242  | ) |                        | $ |       |   |  | $ | 20,237 |  
|Restructuring reserve                                   |  | $                            | 9,251  |                             | $ | 1,963  |                         |  | $ |           |   |  | $              | (5,234  | ) |                        | $ |       |   |  | $ | 5,980  |  



|(1) | Adjustments reflect changes in allocation of the purchase price and fair value adjustments recorded or additional liabilities established in connection with the PanAmSat Acquisition
Transactions and the New Sponsors Acquisition Transactions.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



S-1



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##### Table of Contents

Exhibit Index



|            |  |                                                                                                                                                                                                                                                                                                                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document Description                                                                                                                                                                                                                                                                                                                                                               
|2.1         |  | Share Purchase Agreement, dated as of June 19, 2007, by and among Intelsat Holdings, Ltd., Serafina Holdings Limited, Serafina Acquisition Limited and certain shareholders of Intelsat
Holdings, Ltd. (incorporated by reference to Exhibit 99.1 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on June 25, 2007).                                             
|            | 
|2.2         |  | Transaction Agreement and Plan of Amalgamation, dated as of August 16, 2004, by and among Intelsat, Ltd., Intelsat (Bermuda), Ltd., Intelsat Holdings, Ltd. (formerly Zeus Holdings Limited),
Zeus Merger One Limited and Zeus Merger Two Limited (incorporated by reference toExhibit 99.1 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 4, 2005).
|            | 
|2.3         |  | Merger Agreement, dated as of August 28, 2005, by and among Intelsat (Bermuda), Ltd., Proton Acquisition Corporation and PanAmSat Holding Corporation (incorporated by reference to Exhibit
2.1 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on August 30, 2005).                                                                                             
|            | 
|3.1         |  | Certificate of Incorporation of Intelsat, Ltd. (incorporated by reference to Exhibit 3.1 of Intelsat, Ltd.s Registration Statement on Form F-4, File No. 333-99189, filed on
September 5, 2002).                                                                                                                                                                                  
|            | 
|3.2         |  | Memorandum of Association of Intelsat, Ltd. (incorporated by reference to Exhibit 1.2 of Intelsat, Ltd.s Annual Report on Form 20-F for the year ended December 31, 2004, File No.
000-50262, filed on March 15, 2005).                                                                                                                                                           
|            | 
|3.3         |  | Amended and Restated Bye-laws of Intelsat, Ltd. (incorporated by reference to Exhibit 3.3 of Intelsat, Ltd.s Annual Report on Form 10-K for the year ended December 31, 2007,
FileNo. 000-50262, filed on March 21, 2008).                                                                                                                                                        
|            | 
|4.1         |  | Indenture, dated as of July 3, 2006, by and among Intelsat (Bermuda), Ltd., Intelsat, Ltd. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to Intelsat,
Ltd.s Report on Form 8-K, File No. 000-50262, filed on July 10, 2006).                                                                                                               
|            | 
|4.2         |  | Form of Original 111/4% Senior Notes due 2016 (incorporated by reference
to Exhibit 4.3 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17, 2007).                                                                                                                                                                                              
|            | 
|4.3         |  | Form of 111/4% Senior Notes due 2016 (incorporated by reference to
Exhibit 4.5 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17, 2007).                                                                                                                                                                                                       
|            | 
|4.4         |  | Indenture, dated as of July 3, 2006, by and among Intelsat (Bermuda), Ltd., Intelsat, Ltd., the Subsidiary Guarantors named therein and Wells Fargo Bank, National Association (included by
reference to Exhibit 4.2 to Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on July 10, 2006).                                                                          
|            | 
|4.5         |  | Form of Original 91/4% Senior Notes due 2016 (incorporated by reference
to Exhibit 4.8 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17, 2007).                                                                                                                                                                                               
|            | 
|4.6         |  | Form of 91/4% Senior Notes due 2016 (incorporated by reference to Exhibit 4.9 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17, 2007).                                                                                                                                                                                                        
|            | 
|4.7         |  | Indenture, dated as of July 3, 2006, by and among Intelsat Corporation (formerly known as PanAmSat Corporation), the Subsidiary Guarantors named therein and Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 4.1 of Intelsat Holding Corporations Report on Form 8-K, file No. 001-32456, filed on July 10, 2006).                                   
|            | 
|4.8         |  | Form of Original 9% Senior Notes due 2016 (incorporated by reference to Exhibit 4.12 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17,
2007).                                                                                                                                                                                                 
|            | 
|4.9         |  | Form of 9% Senior Notes due 2016 (incorporated by reference to Exhibit 4.13 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17,
2007).                                                                                                                                                                                                          



---

##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.10        |  | Indenture, dated August 20, 2004, among Intelsat Corporation (formerly known as PanAmSat Corporation), the Guarantors named therein and The Bank of New York, as trustee (incorporated by
reference to Exhibit 4.1 of Intelsat Corporations quarterly report on Form 10-Q for the quarter ended September 30, 2004, File No. 000-22531, filed on November 15, 2004).                                                                                                                                                                                    
|            | 
|4.11        |  | Indenture, dated as of January 28, 2005, by and among Zeus Merger Two Limited, as Issuer, Zeus Merger One Limited, as Parent Guarantor, and Wells Fargo, as Trustee (incorporated by
reference to Exhibit 4.1 of Intelsat Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 4, 2005).                                                                                                                                                                                                                                                     
|            | 
|4.12        |  | Form of Original 81/4% Senior Notes due 2013 (incorporated by reference
to Exhibit 4.18 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17, 2007).                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|4.13        |  | Form of Original 85/8% Senior Notes due 2015 (incorporated by reference
to Exhibit 4.19 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17, 2007).                                                                                                                                                                                                                                                                                                                                                                    
|            | 
|4.14        |  | Form of 81/4% Senior Notes due 2013 (incorporated by reference to Exhibit
4.21 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17, 2007).                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|4.15        |  | Form of 85/8% Senior Notes due 2015 (incorporated by reference to Exhibit
4.22 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17, 2007).                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|4.16        |  | Supplemental Indenture, dated as of January 28, 2005, by and among Intelsat Holdings LLC, Intelsat LLC, Intelsat Global Sales & Marketing Ltd., Intelsat USA Sales Corp., Intelsat USA
License Corp., Intelsat Global Service Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 2.6 of Intelsat, Ltd.s Annual Report on Form 20-F for the year ended December 31, 2004, File No.
000-50262, filed on March 15, 2005).                                                                                        
|            | 
|4.17        |  | Second Supplemental Indenture, dated as of March 3, 2005, by and among Intelsat Subsidiary Holding Company, Ltd., Intelsat (Bermuda), Ltd., Intelsat, Ltd., Intelsat Holdings LLC, Intelsat
LLC, Intelsat Global Sales & Marketing Ltd., Intelsat USA Sales Corp., Intelsat USA License Corp., Intelsat Global Service Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 2.7 of Intelsat, Ltd.s
Annual Report on Form 20-F for the year ended December 31, 2004, File No. 000-50262 filed on March 15, 2005).
|            | 
|4.18        |  | Third Supplemental Indenture, dated as of March 3, 2005, by and among Intelsat (Bermuda), Ltd., Intelsat Subsidiary Holding Company, Ltd. and Wells Fargo Bank, National Association
(incorporated by reference to Exhibit 2.8 of Intelsat, Ltd.s Annual Report on Form 20-F for the year ended December 31, 2004, File No. 000-50262, filed on March 15, 2005).                                                                                                                                                                                        
|            | 
|4.19        |  | Fourth Supplemental Indenture, dated as of December 28, 2005, by and among Intelsat UK Financial Services Ltd., Intelsat Subsidiary Holding Company, Ltd. and Wells Fargo, National
Association (incorporated by reference to Exhibit 4.21 of Intelsat Subsidiary Holding Company, Ltd.s Amendment No. 1 to its Registration Statement on Form S-4, File No. 333-12946507, filed on February 10, 2006).                                                                                                                                                 
|            | 
|4.20        |  | Fifth Supplemental Indenture, dated as of July 3, 2006, by and among Intelsat (Bermuda), Ltd., Intelsat Intermediate Holding Company, Ltd., Intelsat Subsidiary Holding Company, Ltd. and
Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.20 of Intelsat Intermediate Holding Company, Ltd.s Registration Statement on Form S-4, File No. 333-136193, filed on July 31, 2006).                                                                                                                                           
|            | 
|4.21        |  | Indenture, dated as of April 1, 2002, between Intelsat, Ltd. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form F-4,
FileNo. 333-99189, filed on September 5, 2002).                                                                                                                                                                                                                                                                                                                   
|            | 
|4.22        |  | Officers Certificate dated April 15, 2002 relating to Intelsat, Ltd.s 75/8% Senior Notes due 2012 (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form F-4, FileNo. 333-99189,
filed on September 5, 2002).                                                                                                                                                                                                                                                                                                                 



---

##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.23        |  | Form of 75/8% Senior Notes due 2012 (incorporated by reference to Exhibit 4.4 of the Registration Statement on Form F-4, File No. 333-99189, filed on September 5, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|4.24        |  | Officers Certificate dated November 7, 2003 relating to Intelsat, Ltd.s 61/2% Senior Notes due 2013, including the forms of Notes (incorporated by reference to Exhibit 4.2 of the Registration
Statement on Form F-4, File No. 333-110671, filed on November 21, 2003).                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|4.25        |  | Indenture, dated as of February 11, 2005, by and among Zeus Special Subsidiary Limited, Intelsat, Ltd. and Wells Fargo Bank, National Association (including the forms of Notes)
(incorporated by reference to Exhibit 2.11 of Intelsat, Ltd.s Annual Report on Form 20-F for the year ended December 31, 2004, File No. 000-50262, filed on March 15, 2005).                                                                                                                                                                                                                                                                                                                      
|            | 
|4.26        |  | Form of 91/4% Senior Discount Notes due 2015 (incorporated by reference to Exhibit 4.34 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17,
2007).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|4.27        |  | Supplemental Indenture for the 91/4% Senior Discount Notes due 2015,
dated as of March 3, 2005, by and among Intelsat (Bermuda), Ltd., Intelsat, Ltd. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 2.12 of Intelsat, Ltd.s Annual Report on Form 20-F for the year ended
December 31, 2004, File No. 000-50262, filed on March 15, 2005).                                                                                                                                                                                                                                                                                                      
|            | 
|4.28        |  | Second Supplemental Indenture for the 91/4% Senior Discount Notes due
2015, dated as of July 3, 2006, by and among Intelsat (Bermuda), Ltd., Intelsat Intermediate Holding Company, Ltd., Intelsat Ltd. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.5 of Intelsat Intermediate
Holding Company, Ltd.s Registration Statement on Form S-4, File No. 333-136193, filed on July 31, 2006).                                                                                                                                                                                                                                                     
|            | 
|4.29        |  | Third Supplemental Indenture for the 91/4% Senior Discount Notes due
2015, dated as of July 3, 2006, by and among Intelsat (Bermuda), Ltd., Intelsat Intermediate Holding Company, Ltd., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.6 of Intelsat Intermediate Holding Company,
Ltd.s Registration Statement on Form S-4, File No. 333-136193, filed on July 31, 2006).                                                                                                                                                                                                                                                                    
|            | 
|4.30        |  | Second Supplemental Indenture, dated as of September 27, 2007, among Intelsat Satellite Galaxy 17, Inc., Intelsat Corporation and Wells Fargo Bank, National Association, as trustee (incorporated
by reference to Exhibit 4.1 to Intelsat, Ltd.s Report on Form 10-Q, File No. 000-50262, filed on November 9, 2007).                                                                                                                                                                                                                                                                                                                                                             
|            | 
|4.31        |  | Supplemental Indenture, dated as of September 27, 2007, among Intelsat Satellite Galaxy 17, Inc., Intelsat Corporation, the other Guarantors party thereto and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.2 to Intelsat, Ltd.s Report on Form 10-Q, File No. 000-50262, filed on November 9, 2007).                                                                                                                                                                                                                                                                                                                                                  
|            | 
|4.32        |  | First Supplemental Indenture for the 91/4% Senior Notes due 2016, dated
as of February 4, 2008, among Intelsat (Bermuda), Ltd., Intelsat Jackson Holdings, Ltd., Intelsat, Ltd., as parent guarantor, Intelsat Subsidiary Holding Company, Ltd., Intelsat Holdings LLC, Intelsat LLC, Intelsat Global Sales & Marketing
Ltd., Intelsat USA Sales Corp., Intelsat USA License Corp., Intelsat Global Service Corporation and Intelsat UK Financial Services Ltd., as subsidiary guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to
Exhibit 10.7 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 8, 2008).
|            | 
|4.33        |  | Second Supplemental Indenture for the 91/4% Senior Notes due 2016, dated
as of February 4, 2008, among Intelsat (Bermuda), Ltd., Intelsat Jackson Holdings, Ltd. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.8 of Intelsat, Ltd.s Report on Form 8-K, File No.
000-50262, filed on February 8, 2008).                                                                                                                                                                                                                                                                                                                          



---

##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.34        |  | First Supplemental Indenture for the 111/4% Senior Notes due 2016, dated
as of February 4, 2008, among Intelsat (Bermuda), Ltd., Intelsat Jackson Holdings, Ltd., Intelsat, Ltd., as parent guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.9 of Intelsat,
Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 8, 2008).                                                                                                                                                                                             
|            | 
|4.35        |  | Second Supplemental Indenture for the 111/4% Senior Notes due 2016, dated
as of February 4, 2008, among Intelsat (Bermuda), Ltd., Intelsat Jackson Holdings, Ltd. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.10 of Intelsat, Ltd.s Report on Form 8-K, File No.
000-50262, filed on February 8, 2008).                                                                                                                                                                                                                                 
|            | 
|4.36        |  | Fourth Supplemental Indenture for the 91/4% Senior Discount Notes due
2015, dated as of February 4, 2008, among Intelsat (Bermuda), Ltd., Intelsat Jackson Holdings, Ltd., Intelsat Intermediate Holding Company, Ltd., Intelsat, Ltd., as co-obligor, and Wells Fargo Bank, National Association, as trustee
(incorporated by reference to Exhibit 10.13 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 8, 2008).                                                                                                                                            
|            | 
|4.37        |  | Sixth Supplemental Indenture for the 81/4% Senior Notes due 2013 and the
85/8% Senior Notes due 2015, dated as of February 4, 2008, among Intelsat (Bermuda), Ltd., Intelsat Jackson Holdings, Ltd.,
Intelsat Subsidiary Holding Company, Ltd. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.14 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 8, 2008).                                                                                                                                                    
|            | 
|4.38        |  | Supplemental Indenture for the 9% Senior Notes due 2014, dated as of January 17, 2008, among Intelsat Satellite IS 11, Inc., Intelsat Corporation, the guarantors party thereto and The Bank
of New York, as trustee ((incorporated by reference to Exhibit 10.5 of Intelsat, Ltd.s Quarterly Report on Form 10-Q, File No. 000-50262, filed on May 15, 2008).                                                                                                                                                                                                                              
|            | 
|4.39        |  | Third Supplemental Indenture for the 9% Senior Notes due 2016, dated as of January 17, 2008, among Intelsat Satellite IS 11, Inc., Intelsat Corporation and Wells Fargo Bank, National
Association, as trustee ((incorporated by reference to Exhibit 10.6 of Intelsat, Ltd.s Quarterly Report on Form 10-Q, File No. 000-50262, filed on May 15, 2008)                                                                                                                                                                                                                                     
|            | 
|4.40        |  | Indenture for the 111/4% Senior Notes due 2017 and the 111/2%/121/2%
Senior PIK Election Notes due 2017, dated as of June 27, 2008, by and among Intelsat (Bermuda), Ltd., as Issuer, Intelsat, Ltd., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (including the forms of Notes)
(incorporated by reference to Exhibit 4.1 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on July 3, 2008).                                                                                                                                               
|            | 
|4.41        |  | Indenture for the 91/2% Senior Discount Notes due 2015, dated as of
June 27, 2008, by and among Intelsat Intermediate Holding Company, Ltd., as Issuer, Intelsat, Ltd., as Co-Obligor, Intelsat (Bermuda), Ltd. and Intelsat Jackson Holdings, Ltd., as Guarantors, and Wells Fargo Bank, National Association, as
Trustee (including the forms of Notes) (incorporated by reference to Exhibit 4.2 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on July 3, 2008).                                                                                                      
|            | 
|4.42        |  | Indenture for the 81/2% Senior Notes due 2013 and the 87/8% Senior Notes due 2015, dated as of June 27, 2008, by and among Intelsat Subsidiary Holding Company, Ltd., as Issuer, Intelsat, Ltd., Intelsat (Bermuda), Ltd., Intelsat
Jackson Holdings, Ltd. and Intelsat Intermediate Holding Company, Ltd., as Parent Guarantors, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee (including the forms of Notes) (incorporated by reference to
Exhibit 4.3 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on July 3, 2008).
|            | 
|4.43        |  | Indenture for the 111/2% Senior Notes due 2016, dated as of July 1,
2008, by and among Intelsat Jackson Holdings, Ltd., as Issuer, Intelsat, Ltd. and Intelsat (Bermuda), Ltd., as Parent Guarantors, and Wells Fargo Bank, National Association, as Trustee (including the forms of Notes) (incorporated by reference to
Exhibit 4.4 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on July 3, 2008).                                                                                                                                                                    



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##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.44        |  | Indenture for the 91/2% Senior Notes due 2016, dated as of July 1,
2008, by and among Intelsat Jackson Holdings, Ltd., as Issuer, Intelsat, Ltd. and Intelsat (Bermuda), Ltd., as Parent Guarantors, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee (including the forms of
Notes) (incorporated by reference to Exhibit 4.5 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on July 3, 2008).                                                                                                                
|            | 
|4.45        |  | Registration Rights Agreement, dated as of June 27, 2008, among Intelsat, Ltd., Intelsat (Bermuda), Ltd., Intelsat Intermediate Holding Company, Ltd., Intelsat Subsidiary Holding Company,
Ltd., Intelsat Jackson Holdings, Ltd., the subsidiary guarantors named therein, and Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Banc of America Securities LLC as Representatives of the Initial Purchasers named
therein (incorporated by reference to Exhibit 4.6 of Intelsat, Ltd.s Report on Form 8-K, FileNo. 000-50262, filed on July 3, 2008).
|            | 
|4.46        |  | Registration Rights Agreement, dated as of July 1, 2008, among Intelsat, Ltd., Intelsat (Bermuda), Ltd., Intelsat Jackson Holdings, Ltd., the subsidiary guarantors named therein, and Credit
Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Banc of America Securities LLC as Representatives of the Initial Purchasers named therein (incorporated by reference to Exhibit 4.7 of Intelsat, Ltd.s Report on Form 8-K,
File No. 000-50262, filed on July 3, 2008).                                                                                        
|            | 
|4.47        |  | Indenture for the 91/4% Senior Notes due 2014, dated as of July 18, 2008, by and among Intelsat Corporation, as Issuer, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as
Trustee (including the forms of Notes) (incorporated by reference to Exhibit 4.1 of Intelsat Corporations Report on Form 8-K, File No. 0-22531, filed on July 22, 2008).                                                                                                                                                                                        
|            | 
|4.48        |  | Indenture for the 91/4% Senior Notes due 2016, dated as of July 18,
2008, by and among Intelsat Corporation, as Issuer, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee (including the forms of Notes) (incorporated by reference to Exhibit 4.2 of Intelsat
Corporations Report on Form 8-K, File No. 0-22531, filed on July 22, 2008).                                                                                                                                                                                        
|            | 
|4.49        |  | Registration Rights Agreement, dated as of July 18, 2008, among Intelsat Corporation, the subsidiary guarantors named therein, and Credit Suisse Securities (USA) LLC, Morgan
Stanley & Co. Incorporated and Banc of America Securities LLC as Representatives of the Initial Purchasers named therein (incorporated by reference to Exhibit 4.3 of Intelsat Corporations Report on Form 8-K, File No. 0-22531, filed on
July 22, 2008).                                                                                                                                       
|            | 
|4.50        |  | Fourth Supplemental Indenture for the 9% Senior Notes due 2016, dated as of July 15, 2008, among Intelsat Satellite Galaxy 18, Inc., Intelsat Corporation and Wells Fargo Bank, National
Association, as trustee (incorporated by reference to Exhibit 4.7 of Intelsat, Ltd.s Quarterly Report on Form 10-Q for the period ended September 30, 2008, File No. 000-50262, filed on November 13, 2008).                                                                                                                                                                          
|            | 
|4.51        |  | Supplemental Indenture for the 9% Senior Notes due 2014, dated as of July 15, 2008, among Intelsat Satellite Galaxy 18, Inc., Intelsat Corporation, the other Guarantors party thereto and
The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.8 of Intelsat, Ltd.s Quarterly Report on Form 10-Q for the period ended September 30, 2008, File No. 000-50262, filed on November 13,
2008).                                                                                                                                                        
|            | 
|4.52        |  | Indenture for the 87/8% Senior Notes due 2015, Series B, dated
as of February 12, 2009, by and among Intelsat Subsidiary Holding Company, Ltd., as Issuer, Intelsat, Ltd., Intelsat (Bermuda), Ltd., Intelsat Jackson Holdings, Ltd. and Intelsat Intermediate Holding Company, Ltd., as Parent Guarantors, the
subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee (including the forms of Notes) (incorporated by reference to Exhibit 4.1 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on
February 18, 2009).    



---

##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.53        |  | Registration Rights Agreement, dated as of February 12, 2009, among Intelsat Subsidiary Holding Company, Ltd., as Issuer, Intelsat, Ltd., Intelsat (Bermuda), Ltd., Intelsat Jackson
Holdings, Ltd. and Intelsat Intermediate Holding Company, Ltd., as Parent Guarantors, the subsidiary guarantors named therein, and Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC as the Initial Purchasers (incorporated by
reference to Exhibit 4.2 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 18, 2009).
|            | 
|10.1        |  | Credit Agreement dated as of July 3, 2006 among Intelsat Subsidiary Holding Company, Ltd., Intelsat Intermediate Holding Company, Ltd. and the other parties named therein (incorporated by
reference to Exhibit 10.1 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on July 10, 2006).                                                                                                                                                                                                                                      
|            | 
|10.2        |  | Employment Agreement, dated as of June 28, 2006, by and among Intelsat Holdings, Ltd., Intelsat, Ltd. and Joseph Wright, Jr. (incorporated by reference to Exhibit 10.38 of Intelsat
Intermediate Holding Company, Ltd.s Amendment 1 to Registration Statement on Form S-4, FileNo. 333-136193, filed on August 4, 2006).                                                                                                                                                                                                                      
|            | 
|10.3        |  | Employment Agreement, dated as of May 18, 2006, between Intelsat Holdings, Ltd. and James Frownfelter (incorporated by reference to Exhibit 10.39 of Intelsat Intermediate Holding Company,
Ltd.s Amendment 1 to Registration Statement on Form S-4, File No. 333-136193, filed on August 4, 2006).                                                                                                                                                                                                                                            
|            | 
|10.4        |  | Amendment Agreement (relating to Credit Agreement), dated as of July 3, 2006, by and among Intelsat Corporation (formerly known as PanAmSat Corporation) and the other parties named therein
(incorporated by reference to Exhibit 10.1 of Intelsat Holding Corporations Report on Form 8-K, file No. 001-32456, filed on July 10, 2006).                                                                                                                                                                                                      
|            | 
|10.5        |  | Credit Agreement, dated as of August 20, 2004, as amended and restated as of March 22, 2005, as further amended and restated as of July 3, 2006, among Intelsat Corporation
(formerly known as PanAmSat Corporation) and the other parties named therein (incorporated by reference toExhibit 10.2 of Intelsat Holding Corporations Report on Form 8-K, file No. 001-32456, filed on July 10,
2006).                                                                                                                                           
|            | 
|10.6        |  | Share Option Agreement, dated April 1, 2006, by and among Intelsat Holdings, Ltd. and Jeffrey Freimark (incorporated by reference to Exhibit 10.8 of Intelsat, Ltd.s Quarterly Report
onForm 10-Q for the quarter ended September 30, 2006, File No. 000-50262, filed on November 15, 2006).                                                                                                                                                                                                                                                   
|            | 
|10.7        |  | Share Option Agreement, dated July 3, 2006, by and among Intelsat Holdings, Ltd. and Jeffrey Freimark (incorporated by reference to Exhibit 10.9 of Intelsat, Ltd.s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2006, File No. 000-50262, filed on November 15, 2006).                                                                                                                                                                                                                                                   
|            | 
|10.8        |  | Share Option Agreement, dated July 3, 2006, by and among Intelsat Holdings, Ltd. and Joseph Wright, Jr. (incorporated by reference to Exhibit 10.10 of Intelsat, Ltd.s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2006, File No. 000-50262, filed on November 15, 2006).                                                                                                                                                                                                                                                
|            | 
|10.9        |  | Share Option Agreement, dated July 3, 2006, by and among Intelsat Holdings, Ltd. and James Frownfelter (incorporated by reference to Exhibit 10.11 of Intelsat, Ltd.s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2006, File No. 000-50262, filed on November 15, 2006).                                                                                                                                                                                                                                                 
|10.10       |  | Form of Share Option Agreement under Intelsat Holdings, Ltd. 2005 Share Incentive Plan (incorporated by reference to Exhibit 10.12 of Intelsat, Ltd.s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2006, File No. 000-50262, filed on November 15, 2006).                                                                                                                                                                                                                                                                 



---

##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document Description                                                                                                                                                                                                                                                                                                                                                                           
|10.11       |  | Amendment No. 1 and Acknowledgment, effective as of July 3, 2006, to Employment Agreement, dated as of March 16, 2006, by and among Intelsat Holdings, Ltd., Intelsat, Ltd. and Jeffrey
Freimark (incorporated by reference to Exhibit 10.43 of Intelsat Intermediate Holding Company, Ltd.s Amendment 1 to Registration Statement on Form S-4, File No. 333-136193, filed on August 4, 2006).
|            | 
|10.12       |  | Amendment No. 2, effective as of October 26, 2006, to Employment Agreement, as amended, dated as of March 16, 2006, by and among Intelsat Holdings, Ltd., Intelsat, Ltd. and Jeffrey
Freimark (incorporated by reference to Exhibit 10.14 of Intelsat, Ltd.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, File No. 000-50262, filed on November 15, 2006).         
|            | 
|10.13       |  | Amendment, dated July 3, 2006, to Employment Agreement, dated as of June 28, 2006, by and among Intelsat Holdings, Ltd. and Joseph Wright, Jr. (incorporated by reference to Exhibit
10.15 of Intelsat, Ltd.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, File No. 000-50262, filed on November 15, 2006).                                                        
|            | 
|10.14       |  | Amendment, dated July 3, 2006, to Employment Agreement, dated as of May 18, 2006, by and among Intelsat Holdings, Ltd. and James Frownfelter (incorporated by reference to Exhibit 10.16
of Intelsat, Ltd.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, File No. 000-50262, filed on November 15, 2006).                                                          
|            | 
|10.15       |  | Headquarters Land Lease, dated as of June 8, 1982, between the International Telecommunications Satellite Organization and the U.S. Government, as amended (incorporated by reference to
Exhibit 10.16 of the Registration Statement on Form F-4, File No. 333-99189, filed on September 5, 2002).                                                                                             
|            | 
|10.16       |  | Employment Agreement, dated as of January 28, 2005, between Intelsat Holdings, Ltd. and David McGlade (incorporated by reference to Exhibit 3.13 of Intelsat, Ltd.s Annual Report on
Form 20-F for the year ended December 31, 2004, File No. 000-50262, filed on March 15, 2005).                                                                                                            
|            | 
|10.17       |  | Letter Agreement, dated as of December 22, 2004, between Zeus Holdings Limited and David McGlade (incorporated by reference to Exhibit 3.14 of Intelsat, Ltd.s Annual Report on
Form 20-F for the year ended December 31, 2004, File No. 000-50262, filed on March 15, 2005).                                                                                                                 
|            | 
|10.18       |  | Letter Agreement, dated as of February 25, 2005, between Zeus Holdings Limited and David McGlade (incorporated by reference to Exhibit 3.15 of Intelsat, Ltd.s Annual Report on
Form 20-F for the year ended December 31, 2004, File No. 000-50262, filed on March 15, 2005).                                                                                                                 
|            | 
|10.19       |  | Employment Agreement, dated as of January 31, 2005, between Intelsat Holdings, Ltd., Intelsat, Ltd. and Phillip Spector (incorporated by reference to Exhibit 10.8 of Intelsat, Ltd.s
Report on Form 8-K, File No. 000-50262, filed on February 4, 2005).                                                                                                                                     
|            | 
|10.20       |  | Amendment and Acknowledgement, dated June 21, 2005, to Employment Agreement, dated as of January 28, 2005, between Intelsat Holdings, Ltd. and David McGlade (incorporated by reference
to Exhibit 10.6 of Intelsat, Ltd.s Quarterly Report on Form 10-Q for the period ended June 30, 2005, File No. 000-50262, filed on August 11, 2005).                                                   
|            | 
|10.21       |  | Amendment and Acknowledgement, dated June 21, 2005, to Employment Agreement, dated as of January 31, 2005, between Intelsat Holdings, Ltd., Intelsat, Ltd. and Phillip Spector
(incorporated by reference to Exhibit 10.7 of Intelsat, Ltd.s Quarterly Report on Form 10-Q for the period ended June 30, 2005, File No. 000-50262, filed on August 11, 2005).                                 
|            | 
|10.22       |  | Intelsat Holdings, Ltd. 2005 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to Intelsat Ltd.s Current Report on Form 8-K dated May 10, 2005).                                                                                                                                                                                                                                
|10.23       |  | Form of Restricted Share Agreement under Intelsat Holdings, Ltd. 2005 Share Incentive Plan (incorporated by reference to Exhibit 10.2 to Intelsat Ltd.s Current Report on Form 8-K dated
May 10, 2005).                                                                                                                                                                                       



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##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.24       |  | Intelsat Holdings, Ltd. Bonus Plan (incorporated by reference to Exhibit 10.3 to Intelsat Ltd.s Current Report on Form 8-K dated May 10, 2005).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|10.25       |  | Employment Agreement, dated as of March 16, 2006, by and among Intelsat Holdings, Ltd., Intelsat, Ltd. and Jeffrey Freimark (incorporated by reference to Exhibit 10.1 of Intelsat,
Ltd.s quarterly report on Form 10-Q for the quarter ended March 31, 2006, File No. 000-50262, filed on May 10, 2006).                                                                                                                                                                                                                                                                                                                                                                                            
|            | 
|10.26       |  | Amendment and Acknowledgment, effective March 8, 2006, to Employment Agreement, dated as of January 28, 2005, between Intelsat Holdings, Ltd. and David McGlade (incorporated by
reference to Exhibit 10.2 of Intelsat, Ltd.s quarterly report on Form 10-Q for the quarter ended March 31, 2006, File No. 000-50262, filed on May 10, 2006).                                                                                                                                                                                                                                                                                                                                                        
|            | 
|10.27       |  | Amendment and Acknowledgment, effective March 8, 2006, to Employment Agreement, dated as of January 31, 2005, between Intelsat Holdings, Ltd., Intelsat, Ltd. and Phillip Spector
(incorporated by reference to Exhibit 10.3 of Intelsat, Ltd.s quarterly report on Form 10-Q for the quarter ended March 31, 2006, File No. 000-50262, filed on May 10, 2006).                                                                                                                                                                                                                                                                                                                                      
|            | 
|10.28       |  | Employment Agreement, dated as of June 28, 2006, by and among Intelsat Holdings, Ltd. and Joseph Wright, Jr. (incorporated by reference to Exhibit 10.38 of Intelsat Intermediate Holding
Company, Ltd.s Registration Statement on Form S-4, File No. 333-136193-01, filed on July 31, 2006).                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|10.29       |  | Employment Agreement, dated as of May 18, 2006, between Intelsat Holdings, Ltd. and James Frownfelter (incorporated by reference to Exhibit 10.39 of Intelsat Intermediate Holding Company,
Ltd.s Registration Statement on Form S-4, File No. 333-136193-01, filed on July 31, 2006).                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|10.30       |  | Amendment No. 1 to Credit Agreement, dated January 19, 2007, among Intelsat Intermediate Holding Company, Ltd., Intelsat Subsidiary Holding Company, Ltd. and the other parties named therein
(incorporated by reference to Exhibit 10.1 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on January 25, 2007).                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|10.31       |  | Amendment No. 2 to Credit Agreement, dated January 19, 2007, among Intelsat Intermediate Holding Company, Ltd., Intelsat Subsidiary Holding Company, Ltd. and the other parties named therein
(incorporated by reference to Exhibit 10.2 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on January 25, 2007).                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|10.32       |  | Amendment No. 1 to Credit Agreement, dated January 19, 2007, among Intelsat Corporation and the other parties named therein (incorporated by reference to Exhibit 10.1 of Intelsat
Corporations Report on Form 8-K, File No. 000-22531, filed on January 25, 2007).                                                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|10.33       |  | Credit Agreement, dated as of February 2, 2007, by and among Intelsat (Bermuda), Ltd., as the Borrower, Intelsat, Ltd., as Guarantor, and the Several Lenders from time to time parties
thereto, Bank of America, N.A., as Administrative Agent, Deutsche Bank Securities Inc., as Syndication Agent, Banc of America Securities LLC and Deutsche Bank Securities Inc., as Joint Lead Arrangers, and Banc of America Securities LLC, Deutsche
Bank Securities Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley Senior Funding, Inc., as Joint Bookrunners (incorporated by reference to Exhibit 10.1 of Intelsat, Ltd.s Report on Form 8-K, FileNo. 000-50262, filed on
February 6, 2007).
|            | 
|10.34       |  | Third Amendment and Acknowledgment, effective March 16, 2007, to Employment Agreement, dated as of January 28, 2005, between Intelsat Holdings, Ltd. and David McGlade (incorporated by
reference to Exhibit 10.43 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17, 2007).                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|10.35       |  | Third Amendment and Acknowledgment, effective March 16, 2007, to Employment Agreement, dated as of March 16, 2006, between Intelsat Holdings, Ltd. and Jeffrey Freimark (incorporated by
reference to Exhibit 10.44 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17, 2007).                                                                                                                                                                                                                                                                                                                                                                                     



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##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.36       |  | First Amendment and Acknowledgment, effective March 16, 2007, to Employment Agreement, dated as of May 18, 2006, between Intelsat Holdings, Ltd. and James Frownfelter (incorporated by
reference to Exhibit 10.45 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17, 2007).                                                                                                                                                                                                                                                                                                                                                    
|            | 
|10.37       |  | Third Amendment and Acknowledgment, effective March 16, 2007, to Employment Agreement, dated as of January 31, 2005, between Intelsat Holdings, Ltd. and Phillip Spector (incorporated
by reference to Exhibit 10.46 of Intelsat, Ltd.s Annual Report on Form 10-K, File No. 000-50262, filed on April 17, 2007).                                                                                                                                                                                                                                                                                                                                                  
|            | 
|10.38       |  | Amendment No. 3 to Credit Agreement and Appointment of Administrative Agent, dated as of January 25, 2008, among Intelsat Intermediate Holding Company, Ltd., Intelsat Subsidiary Holding
Company, Ltd., the lenders party thereto, Citicorp USA, Inc., in its capacity as administrative agent for the lenders and as agent for the secured parties, and Credit Suisse, Cayman Islands Branch, as successor administrative agent (incorporated by
reference to Exhibit 10.1 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 8, 2008).                                                                                                
|            | 
|10.39       |  | Amendment No. 2 to Credit Agreement and Appointment of Administrative Agent, dated as of January 25, 2008, among Intelsat Corporation, the lenders party thereto, Citicorp USA, Inc., in its
capacity as administrative agent for the lenders and as agent for the secured parties, and Credit Suisse, Cayman Islands Branch, as successor administrative agent (incorporated by reference to Exhibit 10.2 of Intelsat, Ltd.s Report on Form
8-K, File No. 000-50262, filed on February 8, 2008).                                                                                                                                                                  
|            | 
|10.40       |  | Joinder Agreement, dated as of February 4, 2008, among Intelsat Corporation, Credit Suisse, Cayman Islands Branch, and the lenders a party thereto (incorporated by reference to Exhibit 10.3
of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 8, 2008).                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|10.41       |  | Assignment and Assumption Agreement, dated as of February 4, 2008, between Intelsat (Bermuda), Ltd. and Intelsat Jackson Holdings, Ltd. (incorporated by reference to Exhibit 10.4 of
Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 8, 2008).                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|10.42       |  | Assumption and Affirmation Agreement, dated as of February 4, 2007, among Intelsat (Bermuda), Ltd., Intelsat Jackson Holdings, Ltd., Intelsat, Ltd., as parent guarantor, Intelsat Subsidiary
Holding Company, Ltd., Intelsat Holdings LLC, Intelsat LLC, Intelsat Global Sales & Marketing Ltd., Intelsat USA Sales Corp., Intelsat USA License Corp., Intelsat Global Service Corporation and Intelsat UK Financial Services Ltd., as subsidiary
guarantors, and Bank of America, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 10.5 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 8, 2008).
|            | 
|10.43       |  | New Guarantee Agreement, dated as of February 4, 2008, among Intelsat (Bermuda), Ltd., Intelsat Jackson Holdings, Ltd. and Bank of America, N.A., as administrative agent for the Lenders
(incorporated by reference to Exhibit 10.6 of Intelsat, Ltd.s Report on Form 8-K, FileNo. 000-50262, filed on February 8, 2008).                                                                                                                                                                                                                                                                                                                                         
|            | 
|10.44       |  | Assignment and Assumption Agreement, dated as of February 4, 2008, between Serafina Acquisition Limited and Intelsat (Bermuda), Ltd. (incorporated by reference to Exhibit 10.15 of Intelsat,
Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 8, 2008).                                                                                                                                                                                                                                                                                                                                                                                            
|            | 
|10.45       |  | Assumption Agreement, dated as of February 4, 2008, among Serafina Acquisition Limited, Intelsat (Bermuda), Ltd. and Credit Suisse, Cayman Islands Branch, as administrative agent for the
lenders (incorporated by reference to Exhibit 10.16 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 8, 2008).                                                                                                                                                                                                                                                                                                                              



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##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.46       |  | Senior Unsecured Bridge Loan Credit Agreement, dated as of February 4, 2008, among Serafina Acquisition Limited, as initial borrower, Intelsat (Bermuda), Ltd., as borrower, the several
lenders from time to time party thereto, Credit Suisse, Cayman Islands Branch, as administrative agent, Banc of America Bridge LLC, as syndication agent, Morgan Stanley Senior Funding, Inc., as documentation agent, and Credit Suisse Securities (USA)
LLC, Banc of America Securities LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.17 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on
February 8, 2008).             
|            | 
|10.47       |  | Senior Unsecured PIK Election Bridge Loan Credit Agreement, dated as of February 4, 2008, among Serafina Acquisition Limited, as initial borrower, Intelsat (Bermuda), Ltd., as borrower, the
several lenders from time to time party thereto, Credit Suisse, Cayman Islands Branch, as administrative agent, Banc of America Bridge LLC, as syndication agent, Morgan Stanley Senior Funding, Inc., as documentation agent, and Credit Suisse
Securities (USA) LLC, Banc of America Securities LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.18 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262,
filed on February 8, 2008).
|            | 
|10.48       |  | Commitment Letter, dated as of June 19, 2007, among Serafina Acquisition Limited, Credit Suisse, Banc of America, N.A., Banc of America Bridge LLC and Morgan Stanley Senior Funding, Inc.,
as initial lenders (incorporated by reference to Exhibit 10.19 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 8, 2008).                                                                                                                                                                                                                                                                                                                                                                            
|            | 
|10.49       |  | Amended and Restated Commitment Letter Amendment, dated as of February 7, 2008, among Serafina Acquisition Limited, Credit Suisse, Banc of America, N.A., Banc of America Bridge LLC and
Morgan Stanley Senior Funding, Inc., as initial lenders (incorporated by reference to Exhibit 10.20 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 8, 2008).                                                                                                                                                                                                                                                                                                                                          
|            | 
|10.50       |  | Monitoring Fee Agreement, dated as of February 4, 2008, among Intelsat (Bermuda), Ltd., BC Partners Limited and Silver Lake Management Company III, L.L.C. (incorporated by reference to
Exhibit 10.21 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on February 8, 2008).                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|10.51       |  | 8.50% $883,346,000 Senior Unsecured Credit Agreement, dated May 2, 2008, by and among Intelsat Subsidiary Holding Company, Ltd., as the Borrower, Intelsat, Ltd., Intelsat (Bermuda), Ltd.,
Intelsat Jackson Holdings, Ltd. and Intelsat Intermediate Holding Company, Ltd., as parent guarantors, the several lenders from time to time party thereto, Credit Suisse, Cayman Islands Branch, as Administrative Agent, and Credit Suisse Securities
(USA) LLC, Banc of America Securities LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers, and the other parties thereto (incorporated by reference to Exhibit 10.1 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262,
filed on May 6, 2008).   
|            | 
|10.52       |  | 8.875% $681,012,700 Senior Unsecured Credit Agreement, dated May 2, 2008, by and among Intelsat Subsidiary Holding Company, Ltd., as the Borrower, Intelsat, Ltd., Intelsat (Bermuda), Ltd.,
Intelsat Jackson Holdings, Ltd. and Intelsat Intermediate Holding Company, Ltd., as parent guarantors, the several lenders from time to time party thereto, Credit Suisse, Cayman Islands Branch, as Administrative Agent, and Credit Suisse Securities
(USA) LLC, Banc of America Securities LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers, and the other parties thereto (incorporated by reference to Exhibit 10.2 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262,
filed on May 6, 2008).  
|            | 
|10.53       |  | 91/4% $658,119,030 Senior Unsecured Credit Agreement, dated May 2,
2008, by and among Intelsat Corporation, as the Borrower, the several lenders from time to time party thereto, Credit Suisse, Cayman Islands Branch, as Administrative Agent, and Credit Suisse Securities (USA) LLC, Banc of America Securities LLC and
Morgan Stanley Senior Funding, Inc., as joint lead arrangers, and the other parties thereto (incorporated by reference to Exhibit 10.3 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on May 6,
2008).                                                                                                                                                                         



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##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Document Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.56       |  | Separation Agreement and Release, by and among Intelsat Global, Ltd., Intelsat Holdings, Ltd., Intelsat, Ltd. and Jeffrey P. Freimark, dated June 5, 2008 (incorporated by reference
toExhibit 10.1 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on June 5, 2008).                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|10.57       |  | Credit Agreement, dated as of July 1, 2008, by and among Intelsat Jackson Holdings, Ltd., as the Borrower, Intelsat (Bermuda), Ltd., as Guarantor, and the Several Lenders from time to time
parties thereto, Credit Suisse, Cayman Islands Branch, as Administrative Agent, Banc of America Bridge LLC, as Syndication Agent, Morgan Stanley Senior Funding, Inc., as Documentation Agent, and Credit Suisse Securities (USA) LLC, Banc of America
Securities LLC and Morgan Stanley Senior Funding, Inc. as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 10.1 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on July 3,
2008).
|            | 
|10.58       |  | Employment Agreement, dated as of December 29, 2008 and effective as of February 4, 2008, by and among Intelsat Global, Ltd., Intelsat, Ltd. and David McGlade (incorporated by
reference to Exhibit 10.1 of Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on January 5, 2009).                                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|10.59       |  | Fourth Amendment and Acknowledgement, dated as of December 29, 2008, by and among Intelsat Global, Ltd., Intelsat, Ltd. and Phillip Spector (incorporated by reference to Exhibit 10.2 of
Intelsat, Ltd.s Report on Form 8-K, File No. 000-50262, filed on January 5, 2009).                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|10.60       |  | Third Amendment to Headquarters Land Lease, dated as of 28 March, 2006, between the Government of the United States and Intelsat Global Service Corporation, successor-in-interest to
International Telecommunications Satellite Organization.*                                                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|10.61       |  | Amendment to Monitoring Fee Agreement, dated April 10, 2008, among Intelsat (Bermuda), Ltd., BC Partners Limited and Silver Lake Management Company III, L.L.C. *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|            | 
|21.1        |  | List of subsidiaries. *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|            | 
|31.1        |  | Certification of the Chief Executive Officer pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|31.2        |  | Certification of the Chief Financial Officer pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|            | 
|32.1        |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350. *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|32.2        |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350. *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



|* | Filed herewith.
|- | ---------------