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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    001-33118
 ORBCOMM INC.
 (Exact name of registrant in its
    charter)
  Delaware(State or other jurisdiction
    of
    incorporation of organization)

41-2118289(I.R.S. Employer
    Identification Number)2115 Linwood Avenue
    Fort Lee, New Jersey 07024(Address of principal
    executive offices)   Registrants telephone number, including area code:
 (201) 363-4900
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class:

Name of Each Exchange on Which Registered:Common stock, par value $0.001 per share

The Nasdaq Stock Market, LLC   Securities registered pursuant to Section 12(g) of the
    Act:
   o þ
  o þ
  þ o
  Regulation S-T o o
   Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large Accelerated
    Filer o

Accelerated
    Filer þ

Non-Accelerated
    Filer o

Smaller Reporting
    Company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
        DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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Table of
    Contents
   
 PagePART IItem 1.


Business


1Item 1A.


Risk Factors


24Item 1B.


Unresolved Staff Comments


43Item 2.


Properties


43Item 3.


Legal Proceedings


43PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


44Item 6.


Selected Financial Data


46Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


47Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risks


67Item 8.


Financial Statements and Supplementary Data


68Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


68Item 9A.


Controls and Procedures


68Item 9B.


Other Information


71PART IIIItem 10.


Directors and Executive Officers of the
    Registrant and Corporate Governance


72Item 11.


Executive Compensation


72Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


72Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


73Item 14.


Principal Accountant Fees and Services


73PART IVItem 15.


Exhibits and Financial Statement Schedules


73SIGNATURES


74EX-10.13EX-10.25EX-10.28EX-21EX-23.1EX-23.2EX-24EX-31.1EX-31.2EX-32




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Forward-
    Looking Statements
  Form 10-K value-added Form 10-K.
 PART I  Item 1.
    Business  Overview
   1




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machine-to-machine
             2




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Our
    Business Strengths and Competitive Advantage
    
    Established global satellite network and proven
    technology.We believe our global satellite
    network and technology enable us to offer superior products and
    services to the end-users of our communications system in terms
    of comprehensive coverage, reliability and compatibility. Our
    global satellite network provides worldwide coverage, including
    in international waters, allowing end-users to access our
    communications system in areas outside the coverage of
    terrestrial networks, such as cellular, paging, and other
    wireless networks. Our proven technology offers full two-way M2M
    data communication (with acknowledgement of message receipt)
    with minimal
    line-of-sight
    limitations and no performance issues during adverse weather
    conditions, which distinguishes us from other satellite
    communications systems. Our primary satellite orbital planes
    contain five to eight satellites each providing built-in system
    redundancies in the event of a single satellite malfunction. In
    addition, our satellite system uses a single global technology
    standard and eliminates the need for multiple network agreements
    and versions of hardware and software.
    Low cost structure.  We have a significant cost
    advantage over any potential new LEO satellite system competitor
    with respect to our current satellite constellation, because we
    acquired the majority of our current network assets from ORBCOMM
    Global L.P., referred to as the Predecessor Company, and its
    subsidiaries out of bankruptcy for a fraction of their original
    cost. In addition, because our LEO satellites are relatively
    small and deployed into low-Earth orbit, the constellation is
    less expensive and easier to launch and maintain than larger LEO
    satellites and large geostationary satellites. We believe that
    we have less complex and less costly ground infrastructure and
    subscriber communication equipment than other satellite
    communications providers. Our low cost satellite system
    architecture enables us to provide global two-way wireless
    narrowband data communication services to end-users at prices
    that we believe are the lowest in the industry for global
    connectivity.
    Sole commercial satellite operator licensed in the VHF
    spectrum.  We are the sole commercial satellite
    operator licensed to operate in the
    137-150 MHz
    VHF spectrum by the FCC or, to our knowledge, any other national
    spectrum or radio-telecommunications regulatory agency in the
    world. The spectrum that we use was allocated globally by the
    International Telecommunication Union, or ITU, for use by
    satellite fleets such as ours to provide mobile data
    communications service. We are currently authorized, either
    directly or indirectly, to provide our data communications
    service in over 90 countries and territories in North America,
    Europe, South America, Asia, Africa, and Australia. VHF spectrum
    has inherent advantages for M2M data communications over systems
    using shorter wavelength signals. The VHF signals used to
    communicate between our satellites and subscriber communicators
    are not affected by weather and are less dependent on
    line-of-sight
    access to our satellites than other satellite communications
    systems. In addition, our longer wavelength signals enable our
    satellites to communicate reliably over longer distances at
    lower power levels. Higher power requirements of commercial
    satellite systems in other spectrum bands are a significant
    factor in their higher cost and technical complexity.
    Significant market lead over satellite-based
    competitors.  We believe that we have a
    significant market lead in providing M2M data communications
    services that meet the coverage and cost requirements in the
    rapidly developing asset management and supply chain markets.
    The process required to establish a new competing 3




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satellite-based system with the advantages of a VHF system
    includes obtaining regulatory permits to launch and operate
    satellites and to provide communications services, and the
    design, development, construction and launch of a communications
    system. We believe that a minimum of five years and significant
    investments in time and resources would be required for another
    satellite-based M2M data communications service provider to
    develop the capability to offer comparable services. Our VARs
    and IVARs have made significant investments in developing
    ORBCOMM-based applications. These applications often require
    substantial time and financial investment to develop for
    commercial use.  
    Key distribution and OEM customer
    relationships.  Our strategic relationships with
    key distributors and OEMs have enabled us to streamline our
    sales and distribution channels and shift much of the risk and
    cost of developing and marketing applications to others. We have
    established strategic relationships with key service providers,
    such as Asset Intelligence and XATA Corporation, a leading
    provider of tracking solutions for the trucking industry,
    including to Penske Corporation, the leading truck leasing
    company in the United States, and major OEMs, such as
    Caterpillar, Hitachi, Komatsu, and Volvo. We believe our close
    relationships with these distributors and OEMs allows us to work
    closely with them at all stages of application development, from
    planning and design through implementation of our M2M data
    communications services, and to benefit from their
    industry-specific expertise. By fostering these strong
    relationships with distributors and OEMs, we believe that once
    we have become so integrated into our customers planning,
    development, and implementation process, and their equipment, we
    anticipate it will be more difficult to displace us or our
    communication services. In addition, the fixed and mobile assets
    which are tracked, monitored, controlled, and communicated with
    by these customers generally have long useful lives and the cost
    of replacing our communications equipment with an alternative
    service providers equipment could be prohibitive for a
    large numbers of assets.
    Reliable, low cost subscriber
    communicators.  There are multiple manufacturers
    that build subscriber communicators for our network, including
    our subsidiary Stellar Satellite Communications, Ltd.
    (Stellar) and independent third party manufacturers
    such as Quake Global, Inc (Quake), Digi
    International, (Digi) and Sierra Wireless, Inc.
    (Sierra Wireless). Through Stellar we have an
    arrangement with Delphi Corporation that provides us with
    industrial-scale manufacturing capability for the supply of low
    cost, reliable, ISO-9001 certified, automotive grade subscriber
    communicators. As a result of these manufacturing relationships,
    technological advances and higher volumes, we have significantly
    reduced the selling price of our subscriber communicators from
    approximately $280 per unit in 2003 to below $100 per unit in
    volume in 2009. In addition, the cost of communications
    components necessary for our subscriber communicators to operate
    in the VHF band is relatively low as they are based on readily
    available FM radio components. Dual-mode devices are being built
    by several manufacturers that combine other communication
    technologies with satellite technology and will be offered to
    the market at what we believe will be industry low prices.  Our
    Strategy
    
    Expand our low cost, multi-channel marketing and distribution
    network of resellers.  We intend to increase
    further the number of resellers that develop, market and
    implement their applications together with our communications
    services and subscriber communicators to end-users. We are also
    focused on increasing the 4




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number of OEM and distributor relationships with leading
    companies that own, manage, or operate fixed or mobile assets.
    We are seeking to recruit resellers with industry knowledge to
    develop applications that could be used for industries or
    markets that we do not currently serve. Resellers invest their
    own capital developing applications compatible with our system,
    and they typically act as their own agents and systems
    integrators when marketing these applications to end-users,
    without the need for significant investment by us. As a result,
    we have established a low cost marketing and distribution model
    that is both easily scalable by adding resellers or large-scale
    asset deployers, and allows us to penetrate markets without
    incurring substantial research and development costs or sales
    and marketing costs.  
    Expand our international markets.  Our
    international growth strategy is to open new markets outside the
    United States by obtaining regulatory authorizations and
    developing markets for our M2M data communications services to
    be sold in regions where the market opportunity for our OEM
    customers and resellers is greatest. We are currently authorized
    to provide our data communications services in over 90 countries
    and territories in North America, Europe, South America, Asia,
    Africa, and Australia, directly or indirectly through our
    multiple international licensees and country representatives. We
    are currently working with IVARs who, generally, subject to
    certain regulatory restrictions, have the right to market and
    sell their applications anywhere our communications services are
    offered. We seek to enter into agreements with strong
    distributors in each region. Our regional distributors, which
    include country representatives and international licensees,
    obtain the necessary regulatory authorizations and develop local
    markets directly or by recruiting local VARs. In some
    international markets where distribution channels are in the
    early stages of development, we seek to bring together VARs who
    have developed well-tested applications with local distributors
    to create localized solutions and accelerate the adoption of our
    M2M data communications services. In addition, we have made
    efforts to strengthen the financial positions of certain of our
    regional distributors, including several, such as ORBCOMM Europe
    LLC, who were former licensees of the predecessor company left
    weakened by its bankruptcy, through restructuring transactions
    whereby we obtained greater operating control over such regional
    distributors. We believe that by strengthening the financial
    condition of, and our operating control over, these established
    regional distributors, they will be better positioned to promote
    and distribute our products and services and enable us to
    achieve our market potential in the relevant regions.
    Further reduce subscriber communicator costs and improve
    functionality of communicators.We are working
    with our subscriber communicator manufacturers to further reduce
    the cost of our subscriber communicators, as well as to develop
    technological advances, including further reductions in size,
    improvements in power management efficiency, increased
    reliability, and enhanced capabilities. Our ability to offer our
    customers less expensive subscriber communicators that are
    smaller, more efficient and more reliable is key to our ability
    to provide a complete low cost solution to our customers and
    end-users. Additionally, some suppliers have been developing a
    dual-mode device that will allow customers to integrate both a
    satellite and terrestrial communication component into a single
    device.
    Reduce network latency.  Following the launch
    of our next-generation satellites, we expect to reduce the time
    lags in delivering messages and data, or network latency, in
    most regions of the world. We believe this will improve the
    quality and coverage of our system and enable us to increase our
    customer base.
    Introduce new features and services.  We will
    continue to develop and introduce new features and services to
    expand our customer base and increase our revenues. For example,
    as a result of providing terrestrial-based cellular
    communication services, our customers are now able to integrate
    in their applications a terrestrial communications device that
    will allow them to add messages, including data intensive
    messaging from combined satellite and cellular technologies. We
    have upgraded the technology capabilities of our network
    operations center to deliver both satellite and terrestrial
    messages through our ground infrastructure to the ultimate
    destination. In addition, we have recently developed a broadcast
    capability that allows large numbers of subscriber communicators
    to receive a single message simultaneously. This represents an
    efficient delivery mechanism to address large populations of
    subscribers with a single message, such as weather data
    broadcasts, widespread alert notifications and demand response
    applications for electric utilities. We believe that subscriber
    communicator technology advances, such as dual-mode devices,
    will broaden our addressable market by providing attractive
    combinations of bandwidth and coverage at a 5




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reasonable price. Dual-mode devices combine a satellite
    subscriber communicator with a cellular network subscriber
    communicator for higher bandwidth applications not typical of
    ORBCOMMs applications. Dual-mode devices can also be used
    as a back channel service for terrestrial or satellite-based
    broadcast-only networks.  
    Expand AIS services.  In June 2008, we launched
    satellites equipped with AIS capability, to augment our existing
    commercial constellation. AIS is a shipboard broadcast system
    that transmits a vessels identification and position to
    aid navigation and improve maritime safety. Current
    terrestrial-based AIS systems provide only limited shore
    coverage and are not able to provide global open ocean coverage.
    Using our communications system, customers will have access to
    AIS data well beyond coastal regions in a cost effective and
    timely fashion. We currently have a contract to provide AIS data
    to the U.S. Coast Guard and offer the AIS data service to
    other government and commercial customers. Further, we will be
    working with system integrators and maritime information service
    providers for value-added service and to facilitate the sales
    and distribution of our AIS data. In January 2009, we entered
    into our first AIS data license distribution agreement for
    commercial purposes with Lloyds. We will continue to work
    with additional candidates to address the various market sectors
    for AIS data and believe ORBCOMM is the only commercially
    available provider of satellite-based AIS data reaching beyond
    coastal access into the open water.
    Provide comprehensive technical support, customer service and
    quality control.We have allocated additional
    resources to provide customer support for training, integration
    and testing in order to assist our VARs and other distributors
    in the roll-out of their applications and to enhance end-user
    acquisition and retention. We provide our VAR and OEM customers
    with access to customer support technicians. We also deploy our
    technicians to our VAR and OEM customers to facilitate the
    integration of our M2M data communications system with their
    applications during the planning, development and implementation
    processes and to certify that these applications are compatible
    with our system. Our support personnel include professionals
    with application development, in-house laboratory, and hardware
    design and testing capabilities.  Industry
    Overview
    machine-to-machine
    
    Fixed or mobile assets.  Intelligent or
    trackable assets include devices and sensors that collect,
    measure, record or otherwise gather data about themselves or
    their environment to be used, analyzed or otherwise disseminated
    to other machines, applications or human operators and come in
    many forms, including devices and sensors that:  
    Report the location, speed and fuel economy data from trucks and
    locomotives;
    Monitor the location and condition of trailers, railcars and
    marine shipping containers; 6




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
    Report operating data and usage for heavy equipment;
    Monitor fishing vessels to enforce government regulations
    regarding geographic and seasonal restrictions;
    Report energy consumption from a utility meter;
    Monitor corrosion in a pipeline;
    Monitor fluid levels in oil storage tanks;
    Measure water delivery in agricultural pipelines; and
    Monitor environmental conditions in agricultural facilities.  
    Communications network.  The communications
    network enables a connection to take place between the fixed or
    mobile asset and the back-office systems and users of that
    assets data. The proliferation of terrestrial and
    satellite-based wireless networks has enabled the creation of a
    variety of M2M data communications applications. Networks that
    are being used to deliver M2M data include terrestrial
    communications networks, such as cellular, radio paging and WiFi
    networks, and satellite communications networks, utilizing
    low-Earth-orbit or geosynchronous satellites.
    Back-office application or user.  Data
    collected from a remote asset is used in a variety of ways with
    applications that allow the end-user to track, monitor, control
    and communicate with these assets with a greater degree of
    control and with much less time and expense than would be
    required to do so manually.  Market
    Opportunity
  Commercial
    transportation
      Heavy
    equipment
  time-of-use
 7




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Fixed
    asset monitoring
  on-site
  Marine
    vessels
    Government
    and homeland security
      Consumer
    transportation
    back-up
 8




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Products
    and Services
        Satellite
    communications services
        Terrestrial
    cellular communication services
      Satellite
    AIS data services
   9




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Market

Select Customers/End-Users

Representative Applications

Key BenefitsCommercial transportation

 DriverTech
     ID Systems
     Volvo Construction Equipment
     XATA Corporation
     Air IQ Inc.
     Star Trak

   Position, speed and heading reporting
     Units diagnostic monitoring
     Compliance/tax reporting
     Cargo monitoring
     Systems control
     Boundary (geofencing) notification

   Improve fleet productivity and
    profitability
     Enable efficient, centralized fleet management
     Ensure safe delivery of shipping cargo
     Allow real-time tracking of unit maintenance
    requirementsHeavy equipment

   Caterpillar, Inc.
     Hitachi Construction. Machinery Co., Ltd
     Komatsu Ltd.
     Volvo Construction Equipment
     Doosan Infracore America

   Position reporting
     Unit diagnostic monitoring
     Usage tracking
     Emergency notification

   Improve fleet productivity and
    profitability
     Allow OEMs to improve planning and scheduling of
    preventative maintenance and spare parts needs of their customersFixed asset monitoring

   American Innovations, Ltd.
     Automata, Inc.
     ID Systems 
     Pioneer Hi-Bred International
     High Tide Technologies

   Unit diagnostic monitoring
     Usage tracking
     Systems control
     Automated meter reading
     Cathodic Protection
     Irrigation monitoring
     Flow monitoring

   Provide method for managing,
    controlling, and collecting data from remote sites
     Improve maintenance services productivity and
    profitabilityMarine vessels

   Metocean Data Systems Ltd.
     Recreational boaters*
     Skymate, Inc.
     Atlantic Electronics
     Commercial fishing fleets

   Position reporting
     Two-way messaging 
     Unit diagnostic monitoring
     Weather reporting

   Ensure vessel compliance with
    regulations
     Create a low cost information channel to disseminate
    critical weather and safety information
     Sea surface temperature reportingGovernment and homeland security/AIS

   National Oceanic and Atmospheric
    Administration*
     U.S. Coast Guard
     U.S. Customs and Border Protection*
     U.S. Marine Corps*
     Lloyds Register-Fairplay Ltd.

   Container tracking 
     Environmental monitoring
     Satellite-based Automatic Identification System
    (AIS) data services
     Border monitoring
     Vehicle tracking
     Vessel Tracking

   Provide efficient monitoring of changing
    environmental conditions
     Address increasing need to monitor vessels in U.S.
    waters
     Minimize security threats and secure border     *
    
    Represents an end-user from which we directly derive revenue
    through VARs or other resellers.  Subscriber
    communicators
     10




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Wireless
    subscriber identity modules (SIMS)
    Customers
    Revenues
    in Foreign Geographic Areas
    Key
    Strategic Relationships
  Delphi
    Automotive Systems LLC
    General
    Electric Company
      AI
   11




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U.S.
    Coast Guard
      90-day 90-day
   12




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Sales,
    Marketing and Distribution
    
  VARs and IVARs.
   13




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International licensees and country
    representatives.
  sub-licensees
         14




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Competition
    Terrestrial
    tower-based networks
  back-up
  Low-Earth
    orbit mobile satellite service providers
    Geostationary
    satellite service providers
    Research
    and Development
   15




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Backlog
      Orbcomm
    Communications System
  Overview
  store-and-forward
    
    The space segment, which consists of a constellation of 29
    operational satellites in multiple orbital planes between 435
    and 550 miles above the Earth (four primary planes of five
    to eight satellites each) operating in the VHF band.;
    The ground and control segment, which consists of fifteen
    gateway earth stations, four regional gateway control centers
    and a network control center in Dulles, Virginia, through which
    data sent to and from satellite subscriber communicators are
    routed, including a communications node for terrestrial services
    through which data sent to and from terrestrial units are
    routed; and
    The subscriber segment, which consists of satellite subscriber
    communicators and cellular terrestrial units, or wireless modems
    incorporating SIMS used by end-users to transmit and receive
    messages to and from their assets and our system.  e-mail
  store-and-forward
 16




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e-mail end-to-end
  System
    Status
  Satellite
    Impairments and Insurance Recovery
             17




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Next-Generation
    Satellite Launch
    satellite-to-launch
 18




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First
    Generation Satellite Health
        Gateway
    Health
  month-to-month
 19




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Network
    Capacity
    Regulation
    of Our System in the United States
  FCC
    authorization
    License
    renewal
    FCC
    license conditions
     20




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Non-common
    carrier status
  truth-in-billing
  United
    States import and export control regulations
    Regulation
    of our System in Other Countries
  Communications
    services
  and/or and/or
    and/or
  Non-U.S.
    gateway earth stations
   21




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Equipment
    standards
  and/or and/or
  International
    Regulation of our System
         22




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Intellectual
    Property
        Employees
    Corporate
    Information
  (201) 363-4900. Form 10-K.
  Executive
    Officers of the Registrant
    Name

Age

Position(s)Marc J. Eisenberg


43


Chief Executive Officer and PresidentRobert G. Costantini


50


Executive Vice President and Chief Financial OfficerJohn J. Stolte, Jr.


50


Executive Vice President  Technology and OperationsChristian G. Le Brun


42


Executive Vice President and General CounselBrian J. Bell


43


Executive Vice President  Sales and Marketing   Marc J. Eisenberg
 23




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Robert G. Costantini
  John J. Stolte, Jr.
  Christian G. Le Brun
  Brian J. Bell 1996-2004,
  Item 1A.
    Risk
    Factors  Set forth below and elsewhere in this Annual Report on
    Form 10-K
    are risks and uncertainties that could cause actual results to
    differ materially from the results contemplated by the
    forward-looking statements contained in this Annual Report on
    Form 10-K.
    Any of these risks could also materially and adversely affect
    our business, financial condition or the price of our common
    stock. Because of the following factors, as well as other
    variables affecting our operating results, past financial
    performance should not be considered as a reliable indicator of
    future performance and investors should not use historical
    trends to anticipate results or trends in future periods.
 24




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Risks
    Relating to Our Business
  A
    global recession and continued worldwide credit and capital
    constraints could adversely affect us.
    
    potential declines in revenues, profitability and cash flow due
    to reduced orders for our products and services, payment delays
    or other factors caused by economic challenges faced by our
    customers, end-users and prospective customers and end-users;
    potential adverse impacts on our ability and our customers
    and vendors ability to access credit and capital
    sources; and
    potential reprioritization by our customers, end-users and
    prospective customers and end-users of resources away from
    investments in capital improvements, equipment, vehicles or
    vessels which use our products and services including in the
    transportation market among other markets which use our products
    and services.    Our
    business plan depends on both increased demand for mobile
    satellite services and our ability to successfully implement
    it.
      
    our ability to maintain the health, capacity and control of our
    existing satellite network;
    the ability of our vendors to successfully complete the design,
    build and launch of our next-generation satellites and related
    ground infrastructure, products and services and, once launched,
    our ability to maintain the health, capacity and control of such
    satellite constellation;
    the level of market acceptance and demand for our products and
    services;
    our ability to introduce innovative new products and services
    that satisfy market demand;
    our ability to sell our products and services in additional
    countries;
    the ability of our OEMs, VARs and IVARs to market and distribute
    their products, services and applications effectively and their
    continued development of innovative and improved solutions and
    applications for our products and services;
    the effectiveness of our competitors in developing and offering
    similar services and products; and
    our ability to maintain competitive prices for our products and
    services and control costs. 25




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We
    have incurred substantial operating losses and are incurring net
    losses. We anticipate additional future losses. We must increase
    our revenues to become profitable.
      We may
    need additional capital to complete our capital expenditure
    plans, which may not be available to us when we need it on
    favorable terms, or at all. Our next-generation satellites may
    not be completed on time, and the costs associated with it may
    be greater than expected.
    next-generation
  
    lower than anticipated internally generated cash flows;
    engineering or manufacturing performance falling below expected
    levels of output or efficiency;
    denial or delays in receipt of regulatory approvals or
    non-compliance with conditions imposed by regulatory authorities;
    the breakdown or failure of equipment or systems;
    non-performance by third-party contractors, including the prime
    system contractor and associated subcontractors;
    the inability to license necessary technology on commercially
    reasonable terms or at all;
    use of a new or unproven launch vehicle;
    launch delays or failures or in-orbit satellite failures once
    launched or the decision to manufacture additional replacement
    satellites for future launches; 26




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
    labor disputes or disruptions in labor productivity or the
    unavailability of skilled labor;
    Changes in project scope;
    additional requirements imposed by changes in laws; and
    severe weather or catastrophic events such as fires,
    earthquakes, storms or explosions.    We
    incur significant costs as a result of operating as a public
    company, and our management devotes substantial time to new
    compliance requirements.
    If
    end-users do not accept our services and the applications
    developed by VARs or we cannot obtain or maintain the necessary
    regulatory approvals or licenses for particular countries or
    territories, we will fail to attract new customers and our
    business will be harmed.
    line-of-sight
    We
    face competition from existing and potential competitors in the
    telecommunications industry, including numerous terrestrial and
    satellite-based network systems with greater resources, which
    could reduce our market share and revenues.
   27




---



##### Table of Contents



We
    have a limited operating history and recently commenced the
    commercialization of our new
    satellite-based
    AIS service, which makes it difficult to evaluate your
    investment in us.
    
    successfully operate and maintain our remaining two quick-launch
    satellites with AIS capability in light of the failure of the
    other quick-launch satellites of identical design, and
    successfully design, construct, launch, place in commercial
    service, operate and maintain our next-generation satellites in
    a timely and cost-efficient manner;
    develop licensing and distribution arrangements in key markets
    within and outside the United States sufficient to capture and
    retain an adequate customer base;
    install the necessary ground infrastructure and obtain and
    maintain the necessary regulatory and other approvals in key
    markets outside the United States, by our own efforts or through
    our existing or future international licensees, to expand our
    business internationally; and
    successfully attract and maintain manufacturers that provide for
    the timely design, manufacture and distribution of subscriber
    communicators in sufficient quantities, with appropriate
    functional characteristics and at competitive prices, for
    various applications.    The
    CDS and three quick-launch satellites experienced anomalies that
    subsequently resulted in a loss of contact with these
    satellites, which could also occur with the two remaining
    quick-launch satellites of the same design. Any additional
    losses of these satellites could have a major impact on our
    plans to replenish and extend the operating life of our
    satellite constellation.
   28




---



##### Table of Contents



Our
    success in generating sufficient cash from operations to fund a
    portion of the cost of constructing, launching and insuring our
    next-generation satellites will depend in part on the market
    acceptance and success of our new AIS data service, which may
    not occur.
      
    our ability to maintain commercially acceptable AIS service from
    the remaining two quick-launch satellites in light of the
    failure of the other quick-launch satellites of identical design.
    the actual size of the addressable market;
    our ability to provide attractive service offerings at
    competitive prices to our target markets;
    the effectiveness of our competitors in developing and offering
    alternative technologies or lower priced services; and
    general and local economic conditions.    We
    rely on third parties to market and distribute our services to
    end-users. If these parties are unwilling or unable to provide
    applications and services to end-users, our business will be
    harmed.
   29




---



##### Table of Contents



Defects
    or errors in applications could result in end-users not being
    able to use our services, which would damage our reputation and
    harm our financial condition.
    Because
    we depend on a few significant customers for a substantial
    portion of our revenues, the loss or decline or slowdown in
    growth in business of any customer could seriously harm our
    business.
    If our
    international licensees and country representatives are not
    successful in establishing their businesses outside of the
    United States, the prospects for our business will be
    limited.
  and/or and/or and/or
 30




---



##### Table of Contents



Some
    of our international licensees and country representatives are
    experiencing significant operational and financial difficulties
    and have in the past defaulted on their obligations to
    us.
  and/or
      
    difficulties in penetrating new markets due to established and
    entrenched competitors;
    difficulties in developing products and services that are
    tailored to the needs of local customers;
    lack of local acceptance or knowledge of our products and
    services;
    lack of recognition of our products and services;
    unavailability of or difficulties in establishing relationships
    with distributors;
    significant investments, including the development and
    deployment of dedicated gateway earth stations or other ground
    infrastructure as certain countries require physical gateways
    within their jurisdiction to connect the traffic coming to and
    from their territory; 31




---



##### Table of Contents




    instability of international economies and governments;
    changes in laws and policies affecting trade and investment in
    other jurisdictions;
    exposure to varying legal standards, including intellectual
    property protection and foreign state ownership laws, in other
    jurisdictions;
    difficulties in obtaining required regulatory authorizations;
    difficulties in enforcing legal rights in other jurisdictions;
    local domestic ownership requirements;
    changing and conflicting national and local regulatory
    requirements; and
    foreign currency exchange rates and exchange controls.    We
    currently are unable to offer near-real-time service
    in important regions of the world due to the absence of gateway
    earth stations in those areas, which is limiting our growth and
    our ability to compete.
    A
    natural disaster could diminish our ability to provide
    communications service.
    We
    rely on a limited number of manufacturers for our subscriber
    communicators. If we are unable to, or cannot find third parties
    to, manufacture a sufficient quantity of subscriber
    communicators at a reasonable price, the prospects for our
    business will be negatively impacted.
     32




---



##### Table of Contents



We
    depend on recruiting and retaining qualified personnel and our
    inability to do so would seriously harm our
    business.
    Our
    management team is subject to a variety of demands for its
    attention and rapid growth which could further strain our
    management and other resources and have a material adverse
    effect on our business, financial condition and results of
    operations.
    Pursuing
    strategic transactions may cause us to incur additional
    risks.
     33




---



##### Table of Contents



We may
    be subject to litigation proceedings that could adversely affect
    our business.
    Our
    business is characterized by rapid technological change and we
    may not be able to compete with new and emerging
    technologies.
    Because
    we operate in a highly regulated industry, we may be subjected
    to increased regulatory restrictions which could disrupt our
    service or increase our operating costs.
   34




---



##### Table of Contents



Our
    business relies on our ability to maintain our FCC
    licenses.
    Our
    business would be harmed if our international licensees and
    country representatives fail to acquire and retain all necessary
    regulatory approvals; We are currently unable to offer service
    in important regions of the world due to regulatory
    requirements, which is limiting our growth and our ability to
    compete.
  and/or and/or
    There
    are numerous risks inherent to our international operations that
    are beyond our control.
  country-by-country region-by-region
 35




---



##### Table of Contents



We do
    not currently maintain in-orbit or other insurance for our
    satellites.
  quick-launch
          Our
    business relies on intellectual property, some of which third
    parties own, and we may inadvertently infringe upon their
    patents and proprietary rights.
   36




---



##### Table of Contents



If we
    become subject to unanticipated domestic or foreign tax or fee
    liabilities, it could materially increase our
    costs.
    Risks
    Related to our Technology
  New
    satellites are subject to launch failures, delays and cost
    overruns, the occurrence of which can materially and adversely
    affect our operations and business.
    Our
    satellites have a limited operating life; a number of our
    recently launched satellites have failed and others have
    degraded over time resulting in increased system latencies. If
    we are unable to deploy replacement satellites, our services
    will be harmed and materially and adversely affect our
    operations and business.
  quick-launch
 37




---



##### Table of Contents



next-generation
  We are
    dependent on a limited number of suppliers to provide the
    payload, bus and launch vehicle for our next-generation
    satellites and any increased cost, delay or disruption in the
    supply of these components and related services will adversely
    affect our ability to replenish our satellite constellation and
    adversely impact our business, financial condition and results
    of operations.
    next-generation
  Once
    launched and properly deployed, our satellites are subject to
    significant operating risks due to various types of potential
    anomalies.
    
    Mechanical failures due to manufacturing error or defect,
    including:  
    Mechanical failures that degrade the functionality of a
    satellite, such as the failure of solar array panel deployment
    mechanisms;
    Antenna failures that degrade the communications capability of
    the satellite;
    Circuit failures that reduce the power output of the solar array
    panels on the satellites;
    Failure of the battery cells that power the payload and
    spacecraft operations during daily solar eclipse periods;
    Power system failures that result in a shut-down or loss of the
    satellite;
    Attitude control system failures that degrade or cause the
    inoperability of the satellite;
    Transmitter or receiver failures that degrade or cause the
    inability of the satellite to communicate with subscriber
    communicator units or gateway earth stations
    Communications system failures that affect overall system
    capacity; and
    Satellite computer or processor failures that impair or cause
    the inoperability of the satellites. 38




---



##### Table of Contents




    Equipment degradation during the satellites lifetime,
    including:  
    Degradation of the batteries ability to accept a full
    charge;
    Degradation of solar array panels due to radiation; and
    General degradation resulting from operating in the harsh space
    environment.  
    Deficiencies of control or communications software, including:  
    Failure of the charging algorithm that may damage the
    satellites batteries;
    Problems with the communications and messaging servicing
    functions of the satellite; and
    Limitations on the satellites digital signal processing
    capability that limit satellite communications capacity.    and/or
    Our
    system could fail to perform or perform at reduced levels of
    service because of technological malfunctions, satellite
    failures or deficiencies or events outside of our control, which
    would seriously harm our business and reputation.
  Form 10-K
 39




---



##### Table of Contents



We do
    not currently have
    back-up
    facilities for our network control center. In the event of a
    general failure at our network control center, our system will
    be disrupted and our operations will be harmed.
  back-up back-up back-up
  All
    operational satellites are subject to the possibility to be
    impacted by space debris or another spacecraft.
    Much
    of the hardware and software we use in operating our gateway
    earth stations was designed and manufactured over ten years ago
    and could be more difficult and expensive to service, upgrade or
    replace.
    Technical
    or other difficulties with our gateway earth stations could harm
    our business.
   40




---



##### Table of Contents



Rapid
    and significant technological changes in the satellite
    communications industry may impair our competitive position and
    require us to make significant additional capital
    expenditures.
    Our
    networks and those of our third-party service providers may be
    vulnerable to security risks.
    Risks
    Related to an Investment in our Common Stock
  The
    price of our common stock has been, and may continue to be,
    volatile and your investment may decline in value.
    
    further failure of our current or future satellites or a delay
    in the launch of our next-generation satellites;
    liquidity of the market in, and demand for, our common stock;
    changes in expectations as to our future financial performance
    or changes in financial or subscriber growth estimates, if any,
    of market analysts;
    actual or anticipated fluctuations in our results of operations,
    including quarterly results;
    our financial or subscriber growth performance failing to meet
    the expectations of market analysts or investors;
    our ability to raise additional funds to meet our capital needs;
    the outcome of any litigation by or against us, including any
    judgments favorable or adverse to us; 41




---



##### Table of Contents




    conditions and trends in the end markets we serve and changes in
    the estimation of the size and growth rate of these markets;
    announcements relating to our business or the business of our
    competitors;
    investor perception of our prospects, our industry and the
    markets in which we operate;
    changes in our pricing policies or the pricing policies of our
    competitors;
    loss of one or more of our significant customers;
    changes in governmental regulation;
    changes in market valuation or earnings of our competitors;
    investor perception of and confidence in capital markets and
    equity investments; and
    general economic conditions.    class-action
  If
    securities or industry analysts do not publish research or
    publish inaccurate or unfavorable research about our business,
    our stock price and trading volume could decline.
    We are
    subject to anti-takeover provisions which could affect the price
    of our common stock.
  2 3
 42




---



##### Table of Contents



If
    persons engage in short sales of our common stock, the price of
    our common stock may decline.
    We do
    not expect to pay dividends on our common stock in the
    foreseeable future.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Gateway

Real Property Owned or Leased

Lease ExpirationSt. Johns, Arizona

Owned

n/aArcade, New York

Owned

n/aCuraçao, Netherlands Antilles

Owned

n/aRutherglen Vic, Australia

Owned

n/aOcilla, Georgia

Leased

March 2013Kitaura-town, Japan

Leased

March 2012East Wenatchee, Washington

Leased

Month to Month     Item 3.
    Legal
    Proceedings   43




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Price of
    our Common Stock
      High


LowYear ended December 31, 2009Quarter ended December 31, 2009

$
3.23


$
2.04Quarter ended September 30, 2009

$
2.89


$
1.49Quarter ended June 30, 2009

$
2.13


$
1.25Quarter ended March 31, 2009

$
2.96


$
1.16Year ended December 31, 2008Quarter ended December 31, 2008

$
5.14


$
1.29Quarter ended September 30, 2008

$
6.86


$
4.20Quarter ended June 30, 2008

$
6.87


$
4.70Quarter ended March 31, 2008

$
6.38


$
4.18     Warrants
    Dividend
    Payments and Policy
     44




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##### Table of Contents



Stock
    Performance Graph
      COMPARISON
    OF 38 MONTH CUMULATIVE TOTAL RETURN*
 Among ORBCOMM Inc., The Russell 2000 Index
 And The NASDAQ Telecommunications Index
  
    11/06


12/06


12/07


12/08


12/09ORBCOMM Inc.


$
100.00



$
113.81



$
81.16



$
27.87



$
34.84Russell 2000



100.00




102.97




101.36




67.11




85.35NASDAQ Telecommunications



100.00




108.30




119.96




69.77




96.99  45




---



##### Table of Contents



Item 6.
    Selected
    Consolidated Financial Data  Form 10-K. Form 10-K. Form 10-K.
  Years Ended December 31,Consolidated Statement of Operations Data:

2009


2008


2007


2006(1)


2005(In thousands, except per share data)Service revenues

$
27,143


$
23,811


$
17,707


$
11,542


$
7,802Product sales


423



3,498



1,524



235



2,199Total revenues


27,566



27,309



19,231



11,777



10,001Costs and expenses:Costs of services


26,891



9,800



7,982



8,704



6,223Costs of product sales


260



2,172



683



24



111Selling, general and administrative


17,172



18,879



17,583



15,684



9,326Product development


714



643



648



1,224



569Gains on customer claims settlements






(1,368
)










Impairment charges-satellite network


29,244















Insurance recovery-satellite network


(44,250
)














Total costs and expenses


30,031



30,126



26,896



25,636



16,229Loss from operations


(2,465
)


(2,817
)


(7,665
)


(13,859
)


(6,228
)Other income (expense)


110



558



5,074



2,616



(1,258
)Pre-control earnings of consolidated subsidiary






128











Loss from continuing operations


(2,355
)


(2,387
)


(2,591
)


(11,243
)


(7,486
)Income (loss) from discontinued operations(2)


(954
)


(1,682
)


(998
)


28



(1,612
)Net loss(3)


(3,309
)


(4,069
)


(3,589
)


(11,215
)


(9,098
)Less: Net income attributable to the noncontrolling interests(3)


130



471











Net loss attributable to ORBCOMM Inc.

$
(3,439
)

$
(4,540
)

$
(3,589
)

$
(11,215
)

$
(9,098
)Net loss applicable to common shares

$
(3,439
)

$
(4,540
)

$
(3,589
)

$
(29,646
)

$
(14,248
)Per share information-basic and diluted:Loss from continuing operations

$
(0.06
)

$
(0.07
)

$
(0.07
)

$
(2.80
)

$
(2.23
)Income (loss) from discontinued operations


(0.02
)


(0.04
)


(0.02
)


0.00



(0.28
)Net loss attributable to ORBCOMM Inc.

$
(0.08
)

$
(0.11
)

$
(0.09
)

$
(2.80
)

$
(2.51
)Weighted average common shares outstanding:Basic and diluted


42,404



41,984



39,706



10,601



5,683   46




---



##### Table of Contents



As of December 31,Consolidated Balance Sheet Data:(2)

2009


2008


2007


2006(1)


2005(In thousands)Cash and cash equivalents

$
65,292


$
75,370


$
115,587


$
62,139


$
68,663Marketable securities


26,145











38,850



Working capital


85,572



67,236



106,716



100,797



65,285Satellite network and other equipment, net


73,208



92,772



49,369



29,079



7,697Intangible assets, net


2,600



4,086



5,572



7,058



4,297Total assets


181,059



191,367



181,823



148,093



89,316Note payable  related party


1,398



1,244



1,170



879



594Convertible redeemable preferred stock


















112,221Total equity (deficit)(3)


160,918



163,051



160,849



128,712



(42,654
)     (1)
    
    On November 8, 2006, we completed our initial public
    offering of 9,230,800 shares of common stock at a price of
    $11.00 per share. After deducting underwriting discounts and
    commissions and offering expenses we received proceeds of
    approximately $89.5 million. From these net proceeds we
    paid accumulated and unpaid dividends totaling $7.5 million
    to the holders of Series B preferred stock, a
    $3.6 million contingent purchase price payment relating to
    the acquisition of our interest in Satcom International Group
    plc and $10.1 million to the holders of Series B
    preferred stock in connection with obtaining consents required
    for the conversion of the Series B preferred stock into
    common stock. All outstanding shares of Series A and B preferred
    stock automatically converted into 21,383,318 shares of
    common stock.(2)
    
    The amounts reflected above have been recast to reflect all
    adjustments necessary to present the assets, liabilities and the
    related results of operations of Stellar as discontinued
    operations.(3)
    
    In 2008, amounts have been recast for noncontrolling interests.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis should be read in
    conjunction with our Consolidated Financial Statements and Notes
    which appear elsewhere in this Annual Report on
    Form 10-K.
    This discussion contains forward-looking statements that involve
    risks, uncertainties and assumptions. Our actual results could
    differ materially from those anticipated in these forward-
    looking statements as a result of various factors, including
    those set forth in Part I, Item 1A.Risk
    Factors and elsewhere in this Annual Report on
    Form 10-K.
  Organization
  wholly-owned
  Overview
   47




---



##### Table of Contents



machine-to-machine
        Satellite
    replenishment
   48




---



##### Table of Contents



Satellite
    impairments and insurance recovery
         49




---



##### Table of Contents



next-generation
        ORBCOMM
    Japan
     50




---



##### Table of Contents



Discontinued
    Operations
          GE
    machine-to-machine
  EBITDA
   51




---



##### Table of Contents



The following table reconciles our net loss to EBITDA for the
    periods shown:
  Years Ended December 31,2009


2008


2007(In thousands)Net loss attributable to ORBCOMM Inc.

$
(3,439
)

$
(4,540
)

$
(3,589
)Interest income


(85
)


(1,599
)


(5,258
)Interest expense


193



199



209Depreciation and amortization


19,132



3,236



2,415EBITDA

$
15,801


$
(2,704
)

$
(6,223
)       Revenues
    i.e.
 52




---



##### Table of Contents



Costs and
    expenses
            Critical
    Accounting Policies and Estimates
   53




---



##### Table of Contents



Revenue
    recognition
            Out-of-pocket
 54




---



##### Table of Contents



Costs
    of product sales and services
    Accounts
    receivable
    Satellite
    network and other equipment
        Long-lived
    assets
    Capitalized
    development costs
   55




---



##### Table of Contents



Income
    taxes
        Discontinued
    Operations
   56




---



##### Table of Contents



Loss
    contingencies
    Share-based
    Compensation
             57




---



##### Table of Contents



Years Ended December 31,2009

2008

2007Risk-free interest rate

2.15% to 2.34%

2.50% to 3.20%

4.93%Expected life (years)

5.5 and 6.00

5.5 and 6.00

5.5Estimated volatility factor

55.03% and 85.30%

43.98% to 48.98%

43.95%Expected dividends

None

None

None   2004
    Stock Option Plan
    Results
    of Operations
  Revenues
    Years Ended December 31,2009


2008


2007% of





% of





% ofTotal





Total





TotalService revenues

$
27,143



98.5
%

$
23,811



87.2
%

$
17,707



92.1
%Product sales


423



1.5
%


3,498



12.8
%


1,524



7.9
%$
27,566



100.0
%

$
27,309



100.0
%

$
19,231



100.0
%   2009 vs. 2008:
  2008 vs. 2007:
  Service
    revenues
  2009 vs. 2008:
    2008 vs. 2007:
     58




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##### Table of Contents



Product
    sales
  2009 vs. 2008:
  2008 vs. 2007:
  Costs
    of services
    2009 vs. 2008:
  2008 vs. 2007:
  Costs
    of product sales
    2009 vs. 2008:
  2008 vs. 2007:
 59




---



##### Table of Contents



Selling,
    general and administrative expenses
    2009 vs. 2008:
  2008 vs. 2007:
  Product
    development expenses
    2009 vs. 2008:
  2008 vs. 2007:
  Gain
    on customer claims settlements
        Impairment
    charges and insurance recovery  satellite
    network
     60




---



##### Table of Contents



Other
    income (expense)
    2009 vs. 2008:
  2008 vs. 2007:
  Pre-control
    earnings in subsidiary
      Loss
    from continuing operations
  2009 vs. 2008:
  2008 vs. 2007:
  Loss
    from discontinued operations
  2009 vs. 2008:
    2008 vs. 2007:
    Noncontrolling
    interests
   61




---



##### Table of Contents



Net
    loss attributable to ORBCOMM Inc.
  2009 vs. 2008:
  2008 vs. 2007:
  Liquidity
    and Capital Resources
  Overview
    Public
    Offering
    Operating
    activities
       62




---



##### Table of Contents



Investing
    activities
          Financing
    activities
       63




---



##### Table of Contents



Future
    Liquidity and Capital Resource Requirements
    Contractual
    Obligations
    Payment due by PeriodLess than


1 to


AfterTotal


1 Year


3 Years


3 YearsNext-generation satellite and launch procurement agreements

$
111,400


$
22,230


$
87,570


$
1,600Quick-launch procurement agreements


2,913



2,913







Operating leases


4,193



1,141



2,774



278Purchase commitment


4,800







4,800



$
123,306


$
26,284


$
95,144


$
1,878   Next
    Generation procurement agreements
           64




---



##### Table of Contents



satellite-to-launch
        Quick-launch
    procurement agreements
         65




---



##### Table of Contents



Purchase
    commitment
    Operating
    leases
    Related
    parties
    Off-
    Balance sheet Arrangements
    Recent
    Accounting Pronouncements
  Business Combinations
  810-10-45, Consolidation Topic 810-10-45) 810-10-45 810-10-45.
  805-20, Business Combinations-Identifiable Assets, Liabilities and
    Any Non Controlling Interest, 805-20). 805-20 805-20
  320-10, Investments Debt and Equity Securities other-than-temporary Other-than-temporary
 66




---



##### Table of Contents



No. 2009-17, Improvements to Financial Reporting by Enterprises Involved
    with Variable Interest Entities Consolidations in , Consolidations 2009-17 No. 2009-17 No. 2009-17
  No. 2009-13, Revenue Recognition 605-25 605-25), Multiple Deliverable Revenue Arrangements No. 2009-13 No. 2009-13 No. 2009-13 No. 2009-13
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    rate risk
    Effects
    of inflation risk
    Foreign
    currency risk
     67




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##### Table of Contents



Concentration
    of credit risk
    Years Ended December 31,2009


2008


2007General Electric Company


17.0
%


19.3
%


27.1
%Caterpillar Inc.


16.2
%


11.9
%


Komatsu Ltd.


11.3
%






Hitachi Construction Machinery Co., Ltd.






15.8
%


   Market
    rate risk
    Vendor
    risk
    Item 8.
    Financial
    Statements and Supplementary Data  page F-1 Form 10-K.
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.  Regulation S-K,
  Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  10-K, Rules 13a-15(e) 15d-15(e)
   68




---



##### Table of Contents



Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f). Internal Control -Integrated Framework
  Changes
    in Internal Control over Financial Reporting
   69




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
        Internal Control  Integrated
    Framework
        70




---



##### Table of Contents



Item 9B.
    Other
    information   71




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Identification
    of Directors
    Identification
    of Executive Officers
  Form 10-K.
  Identification
    of Audit Committee and Audit Committee Financial
    Expert
    Material
    Changes to Procedures for Recommending Directors
    Compliance
    with Section 16(a) of the Exchange Act
    Code of
    Ethics
    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Beneficial
    Ownership
    Equity
    Compensation Plan Information
   72




---



##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statements Schedules  (a)(1) Financial Statements
  page F-1.
  (a)(2) Financial Statement Schedules
  Schedule II- page F-1
    (a)(3) Exhibits
   73




---



##### Table of Contents



SIGNATURES      By:
    /s/  Marc
    J. Eisenberg       Signature

Title/s/  Marc
    J. EisenbergMarc
    J. Eisenberg

Chief Executive Officer and President and Director
    (principal executive officer)/s/  Jerome
    B. EisenbergJerome
    B. Eisenberg

Chairman of the Board/s/  Marco
    Fuchs*Marco
    Fuchs

Director/s/  Didier
    Delepine*Didier
    Delepine

Director/s/  Timothy
    Kelleher*Timothy
    Kelleher

Director/s/  Hans
    E.W. Hoffmann*Hans
    E.W. Hoffmann

Director/s/  John
    Major*John
    Major

Director/s/  Gary
    H. Ritondaro*Gary
    H. Ritondaro

Director/s/  John
    R. Wood*John
    R.  Wood

Director/s/  Robert
    G. CostantiniRobert
    G. Costantini

Executive Vice President and Chief Financial Officer
    (principal financial and accounting officer)*By:

/s/  Christian
    G. LeBrunChristian
    G. LeBrun, Attorney-in-Fact**** By authority of the power of attorney filed as
    Exhibit 24 hereto.  74




---



##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered Public
    Accounting Firm


F-2Report of Independent Registered Public
    Accounting Firm


F-3Consolidated Balance Sheets as of
    December 31, 2009 and 2008


F-4Consolidated Statements of Operations for the
    years ended December 31, 2009, 2008 and 2007


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008 and 2007


F-6Consolidated Statements of Changes in Equity for
    the years ended December 31, 2009, 2008 and 2007


F-7Notes to Consolidated Financial Statements


F-8Schedule II  Valuation and
    Qualifying Accounts


F-36   F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     
        Internal Control  Integrated Framework
  KPMG
    LLP
    F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
                 
 F-3




---



##### Table of Contents



ORBCOMM
    Inc.Consolidated Balance Sheets
 (in thousands, except share data)
  December 31,2009


2008ASSETSCurrent assets:Cash and cash equivalents

$
65,292


$
75,370Restricted cash


1,000



2,000Marketable securities


26,145



Accounts receivable, net of allowances for doubtful accounts of
    $803 and $101


3,574



3,412Inventories


78



158Receivable from insurance recovery






2,450Prepaid expenses and other current assets


1,218



1,690Current assets held for sale


778



1,621Total current assets


98,085



86,701Satellite network and other equipment, net


73,208



92,772Intangible assets, net


2,600



4,086Restricted cash


2,980



3,680Other assets


1,354



1,484Long term assets held for sale


2,832



2,644Total assets

$
181,059


$
191,367LIABILITIES AND EQUITYCurrent liabilities:Accounts payable

$
2,642


$
8,428Accrued liabilities


5,610



7,168Current portion of deferred revenue


3,849



3,543Current liabilities related to assets held for sale


412



326Total current liabilities


12,513



19,465Note payable  related party


1,398



1,244Deferred revenue, net of current portion


6,230



7,607Total liabilities


20,141



28,316Commitments and contingenciesEquity:ORBCOMM Inc. stockholders equityCommon stock, par value $0.001; 250,000,000 shares
    authorized; 42,455,531 and 42,101,834 shares issued and
    outstanding


42



42Additional paid-in capital


230,512



229,001Accumulated other comprehensive income


76



381Accumulated deficit


(71,415
)


(67,976
)Total ORBCOMM Inc. stockholders equity


159,215



161,448Noncontrolling interests in ORBCOMM Japan


1,703



1,603Total equity


160,918



163,051Total liabilities and equity

$
181,059


$
191,367    F-4




---



##### Table of Contents



ORBCOMM
    Inc.Consolidated Statements of Operations
 (in thousands, except per share data)
  Years Ended December 31,2009


2008


2007Revenues:Service revenues

$
27,143


$
23,811


$
17,707Product sales


423



3,498



1,524Total revenues


27,566



27,309



19,231Costs and expenses (1):Costs of services


26,891



9,800



7,982Costs of product sales


260



2,172



683Selling, general and administrative


17,172



18,879



17,583Product development


714



643



648Gains on customer claims settlements






(1,368
)


Impairment charges-satellite network


29,244







Insurance recovery-satellite network


(44,250
)






Total costs and expenses


30,031



30,126



26,896Loss from operations


(2,465
)


(2,817
)


(7,665
)Other income (expense):Interest income


85



1,599



5,258Other income (expense)


218



(842
)


25Interest expense


(193
)


(199
)


(209
)Total other income (expense)


110



558



5,074Loss from continuing operations before pre-control earnings
    of consolidated subsidiary


(2,355
)


(2,259
)


(2,591
)Less: Pre-control earnings of consolidated subsidiary






128



Loss from continuing operations


(2,355
)


(2,387
)


(2,591
)Loss from discontinued operations


(954
)


(1,682
)


(998
)Net loss


(3,309
)


(4,069
)


(3,589
)Less: Net income attributable to the noncontrolling interests


130



471



Net loss attributable to ORBCOMM Inc.

$
(3,439
)

$
(4,540
)

$
(3,589
)Net loss attributable to ORBCOMM Inc.:Loss from continuing operations

$
(2,485
)

$
(2,858
)

$
(2,591
)Loss from discontinued operations


(954
)


(1,682
)


(998
)Net loss attributable to ORBCOMM Inc.

$
(3,439
)

$
(4,540
)

$
(3,589
)Per share information-basic and diluted:Loss from continuing operations

$
(0.06
)

$
(0.07
)

$
(0.07
)Loss from discontinued operations


(0.02
)


(0.04
)


(0.02
)Net loss attributable to ORBCOMM Inc.

$
(0.08
)

$
(0.11
)

$
(0.09
)Weighted average common shares outstanding:Basic and diluted


42,404



41,984



39,706(1) Stock-based compensation included in costs and
    expenses:Costs of services

$
65


$
119


$
383Selling, general and administrative


1,438



3,467



3,878Product development


8



57



68$
1,511


$
3,643


$
4,329    F-5




---



##### Table of Contents



ORBCOMM
    Inc.Consolidated Statements of Cash Flows
 (in thousands)
  Years Ended December 31,2009


2008


2007Cash flows from operating activities:Net loss

$
(3,309
)

$
(4,069
)

$
(3,589
)Adjustments to reconcile net loss to net cash provided byoperating activities:Change in allowance for doubtful accounts


698



(159
)


34Depreciation and amortization


19,115



3,174



2,398Accretion on note payable  related party


131



131



131Stock-based compensation


1,511



3,643



4,329Foreign exchange (gains) losses


(217
)


839



(23
)Amortization of premium on marketable securities


72







Gain on insurance settlement-satellite network


(15,006
)






Loss on disposal of equipment






13



Pre-control earnings of consolidated subsidiary






128



Non-cash portion of gains on customer claims settlements






(882
)


Gain on expiration of gateway purchase option






(325
)


Changes in operating assets and liabilities, net of acquisition:Accounts receivable


(705
)


1,676



(1,551
)Inventories


77



228



694Prepaid expenses and other assets


532



(837
)


(412
)Accounts payable and accrued liabilities


286



(264
)


(376
)Deferred revenue


(1,069
)


963



29Net cash provided by operating activities of continuing
    operations


2,116



4,259



1,664Net cash provided by (used in) operating activities of
    discontinued operations


949



(312
)


2,105Net cash provided by operating activities


3,065



3,947



3,769Cash flows from investing activities:Capital expenditures


(32,486
)


(40,044
)


(19,743
)Purchases of marketable securities


(26,217
)






(58,325
)Sales of marketable securities










97,175Change in restricted cash


1,700



(5,680
)


Proceeds of insurance settlement-satellite network


44,250







Cash acquired from step acquisition of subsidiary






366



Net cash provided by (used in) investing activities of
    continuing operations


(12,753
)


(45,358
)


19,107Net cash used in investing activities of discontinued operations


(208
)


(245
)


(300
)Net cash provided by (used in) investing activities


(12,961
)


(45,603
)


18,807Cash flows from financing activities:Proceeds from issuance of common stock in connection with
    secondarypublic offering, net of underwriters discounts and
    commissions andoffering costs of $3,318










31,010Proceeds from exercise of warrants and options






342



572Payment of offering costs in connection with initial and
    secondary public offerings






(40
)


(609
)Net cash provided by financing activities from continuing
    operations






302



30,973Net cash provided by financing activities






302



30,973Effect of exchange rate changes on cash and cash
    equivalents


(182
)


1,137



(101
)Net increase (decrease) in cash and cash equivalents


(10,078
)


(40,217
)


53,448Cash and cash equivalents:Beginning of year


75,370



115,587



62,139End of year

$
65,292


$
75,370


$
115,587Supplemental cash flow disclosures (Note 21)    F-6




---



##### Table of Contents



ORBCOMM
    Inc.Consolidated Statements of Changes in Equity
 Years ended December 31, 2009, 2008 and 2007
 (in thousands, except share data)
  Accumulated





NoncontrollingAdditional


other





interestsCommon stock


paid-in


comprehensive


Accumulated


in ORBCOMM


Total


ComprehensiveShares


Amount


capital


income (loss)


deficit


Japan


equity


lossBalances, January 1, 2007


36,923,715


$
37


$
188,917


$
(395
)

$
(59,847
)

$



$
128,712Secondary public offering of common stock, net of
    underwriters discounts and commissions and offering costs


2,985,000



3



30,967















30,970Exercise of warrants and options


1,419,230



2



570















572Vesting of restricted stock units


330,121























Stock-based compensation










4,445















4,445Net loss


















(3,589
)






(3,589
)

$
(3,589
)Cumulative translation adjustment














(261
)










(261
)


(261
)$
(3,850
)Balances, December 31, 2007


41,658,066



42



224,899



(656
)


(63,436
)






160,849Exercise of warrants and options


187,270







342















342Vesting of restricted stock units


256,498























Stock-based compensation










3,760















3,760Non-controlling interest of acquired subsidiary






















847



847Net income (loss)


















(4,540
)


599



(3,941
)

$
(4,540
)Cumulative translation adjustment














1,037







157



1,194



1,194$
(3,346
)Balances, December 31, 2008


42,101,834



42



229,001



381



(67,976
)


1,603



163,051Vesting of restricted stock units


353,697























Stock-based compensation










1,511















1,511Net income (loss)


















(3,439
)


130



(3,309
)

$
(3,439
)Cumulative translation adjustment














(305
)






(30
)


(335
)


(335
)$
(3,774
)Balances, December 31, 2009


42,455,531


$
42


$
230,512


$
76


$
(71,415
)

$
1,703


$
160,918    F-7




---



##### Table of Contents





Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts) Note 1.
    Organization
    and Business    Note 2.
    Public
    Offering and Basis of Presentation      Note 3.
    Summary
    of Significant Accounting Policies  Principles
    of consolidation
   F-8




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Use of
    estimates
    Revenue
    recognition
           F-9




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
        Out-of-pocket
  Costs
    of revenues
    Foreign
    currency translation
  end-of-period
  Fair
    value of financial instruments
  Payable-related
 F-10




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Cash
    and cash equivalents
    Marketable
    securities
  held-to-maturity
  Concentration
    of risk
        Years Ended December 31,2009


2008


2007General Electric Company


17.0
%


19.3
%


27.1
%Caterpillar Inc.


16.2
%


11.9
%


Komatsu Ltd.


11.3
%






Hitachi Construction Machinery Co., Ltd.






15.8
%


     December 31,2009


2008General Electric Company


12,7
%


16.2
%Caterpillar Inc.


13.9
%


Hitachi Construction Machinery Co., Ltd.






16.6
%    F-11




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Inventories
  first-in,
    Satellite
    network and other equipment
          Capitalized
    development costs
    Intangible
    assets
   F-12




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Impairment
    of long-lived assets
    Income
    taxes
        Loss
    contingencies
    Stock-based
    compensation
    Recent
    accounting pronouncements
  No. 2009-13, Revenue Recognition 605-25 605-25), Multiple Deliverable Revenue Arrangements No. 2009-13
 F-13




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  No. 2009-13 No. 2009-13 No. 2009-13
  105-10, Generally Accepted Accounting Principles-Overall 105-10). 105-10 FASB Accounting Standards Codification
  No. 2009-17, Improvements to Financial Reporting by Enterprises Involved
    with Variable Interest Entities Consolidations , Consolidations. No. 2009-17 No. 2009-17 No. 2009-17
  825-10-65, Financial Instruments-Overall- Transition and Open Effective
    Date Information 825-10-65). 825-10-65 825-10 825-10-65 825-10-65
  320-10, Investments Debt and Equity Securities other-than-temporary other-than-temporary
 F-14




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Other-than-temporary
  855-10, Subsequent Events-Overall 855-10). 855-10 855-10
  805-20, Business Combinations-Identifiable Assets, Liabilities and
    Any Non Controlling Interest, 805-20). 805-20 805-20
  Business Combinations
  810-10-45, Consolidation Topic 810-10-45) 810-10-45, 810-10-45.
  820-10, Fair Value Measurements and Disclosures-Overall 820-10), 820-10 820-10 820-10
 F-15




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
   Note 4.
    Discontinued
    Operations            Years Ended December 31,2009


2008


2007Revenues- Product sales

$
1,604


$
2,783


$
8,921Loss from discontinued operations

$
(954
)

$
(1,682
)

$
(998
)     December 31,2009


2008Accounts receivable, net

$
168


$
338Inventories, current


575



1,263Current assets


778



1,621Other equipment, net


707



518Inventories, long term


2,125



2,126Current liabilities


412



326    F-16




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
   Note 5.
    ORBCOMM
    Japan            Consolidated
    Financial Statements
  Note 6.
    Stock-based
    Compensation     F-17




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
      For the Years Ended December 31,2009


2008


2007Stock options

$
24


$
96


$
254Restricted stock units


545



2,633



3,470Stock appreciation rights


942



914



605Total

$
1,511


$
3,643


$
4,329     2006
    LTIP
        Time-Based
    Restricted Stock Units
   F-18




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Weighted-Average GrantShares


Date Fair ValueBalance at January 1, 2009


342,184


$
8.21Granted


147,420



1.68Vested


(250,851
)


9.15Forfeited or expired






Balance at December 31, 2009


238,753


$
3.18     Performance-Based
    Restricted Stock Units
    Weighted-Average GrantShares


Date Fair ValueBalance at January 1, 2009


131,129


$
4.85Granted






Vested


(91,242
)


4.81Forfeited or expired


(39,887
)


5.11Balance at December 31, 2009





$
       Time-based
    Stock Appreciation Rights
    Weighted-AverageRemaining


AggregateNumber of


Weighted-Average


Contractual


Intrinsic ValueShares


Exercise Price


Term (years)


(In thousands)Outstanding at January 1, 2009


1,141,667


$
5.31Granted


25,000



1.70Forfeited or expired






Outstanding at December 31, 2009


1,166,667


$
5.23



8.18


$
25Exercisable at December 31, 2009


746,667


$
5.50



8.12


$
Vested and expected to vest at December 31, 2009


1,166,667


$
5.23



8.18


$
25  F-19




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Performance-Based
    Stock Appreciation Rights
      Weighted-AverageRemaining


AggregateNumber of


Weighted-Average


Contractual


Intrinsic ValueShares


Exercise Price


Term (years)


(In thousands)Outstanding at January 1, 2009


291,899


$
10.35Granted


30,000



1.86Forfeited or expired


(41,753
)


9.34Outstanding at December 31, 2009


280,146


$
9.59



7.64


$
25Exercisable at December 31, 2009


250,146


$
10.52



7.45


$
Vested and expected to vest at December 31, 2009


259,145


$
10.15



7.51


$
25         Years Ended December 31,2009

2008

2007Risk-free interest rate

2.15% to 2.34%

2.50% to 3.20%

4.93%Expected life (years)

5.5 and 6.00

5.5 and 6.00

5.5Estimated volatility

55.03% and 85.30%

43.98% to 48.98%

43.95%Expected dividends

None

None

None  F-20




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Stock
    Options
      Weighted-AverageRemaining


AggregateNumber of


Weighted-Average


Contractual


Intrinsic ValueShares


Exercise Price


Term (years)


(In thousands)Outstanding at January 1, 2009


782,079


$
2.98Granted






Exercised






Forfeited or expired






Outstanding at December 31, 2009


782,079


$
2.98



4.18


$
152Exercisable at December 31, 2009


782,079


$
2.98



4.18


$
152Vested and expected to vest at December 31, 2009


782,079


$
2.98



4.18


$
152     Note 7.
    Net Loss
    per Common Share    Years Ended December 31,2009


2008


2007Stock options


782,079



782,079



832,957RSUs


238,753



473,313



535,942SARs


1,446,813



1,433,566



283,956Common stock warrants






257,986



473,9072,467,645



2,946,944



2,126,762   Note 8.
    Marketable
    Securities    F-21




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Fair


Unrealized


UnrealizedValue


Losses


GainsU.S. government and agency obligations

$
13,009


$



$
1Corporate obligations


11,211



7



FDIC-backed certificates of deposit


1,919







$
26,139


$
7


$
1   other-than-temporary.
  other-than-temporary
  Note 9.
    Satellite
    Network and Other Equipment    Useful Life


December 31,(Years)


2009


2008Land





$
381


$
381Satellite network


3 months to 10 years



27,814



21,290Capitalized software


3-5



1,318



1,112Computer hardware


5



1,144



1,069Other


5-7



1,105



881Assets under construction






66,450



76,99998,212



101,732Less accumulated depreciation and amortization






(25,004
)


(8,960
)$
73,208


$
92,772          F-22




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
                   F-23




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
      Note 10.
    Restricted
    Cash          Note 11.
    Intangible
    Assets    December 31,2009


2008Useful Life




Accumulated








Accumulated(Years)

Cost


Amortization


Net


Cost


Amortization


NetAcquired licenses-Satcom International Group, plc

6

$
8,115


$
(5,515
)

$
2,600


$
8,115


$
(4,029
)

$
4,086       Years Ending December 31,2010

$
1,4862011


1,114$
2,600  F-24




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
   Note 12.
    Accrued
    Liabilities    December 312009


2008Accrued compensation and benefits

$
1,738


$
2,200Accrued interest


797



736Accrued professional fees


327



229Deferred rent payable


919



166Other accrued expenses


1,829



1,387Litigation settlement (See Note 18)






2,450$
5,610


$
7,168   Note 13.
    Deferred
    Revenue    December 312009


2008Professional services

$
6,437


$
7,043Service activation fees


2,563



3,032Manufacturing license fees


44



59Prepaid services


1,035



1,01610,079



11,150Less current portion


(3,849
)


(3,543
)Long-term portion

$
6,230


$
7,607     Note 14.
    Notes
    Payable  OHB
    Technology A.G.
   F-25




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
   Note 15.
    Stockholders
    Equity  Preferred
    Stock
    Common
    Stock
    Voting
    rights
    Dividends
    Warrants
           F-26




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
   Note 16.
    Geographical
    Information    Years Ended December 31,2009


2008


2007United States


86
%


77
%


82
%Japan


10
%


19
%


3
%Europe


4
%


2
%


12
%Other



%


2
%


3
%100
%


100
%


100
%   Note 17.
    Income
    Taxes    December 31,2009


2008


2007CurrentFederal

$



$



$
155State










29Total

$



$



$
184Deferred:Federal

$
546


$
(4
)

$
(480
)State


103



(1
)


(90
)International


74



961



64Subtotal


723



956



(506
)Valuation allowance


(723
)


(956
)


322Total

$



$



$
(184
)  F-27




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    December 31,2009


2008Deferred tax assets:Current deferred tax assets:Deferred revenues

$
1,464


$
1,347Allowance for doubtful accounts


649



146Deferred compensation


1,297



1,736Bonus accruals


360



Vacation accrual


270



264Deferred rent


349



63Accrued expenses


129



Total current deferred tax assets


4,518



3,556Non-current deferred tax assets:Satellite network and other property


121



Deferred revenues


2,369



2,892Accrued expenses


203



Tax loss carryforwards


9,362



6,445Total non-current current deferred tax assets


12,055



9,337Total deferred tax assets


16,573



12,893Deferred tax liabilities:Non-current deferred tax liabilities:Satellite network and other property






(490
)Deferred gain on involuntary conversion


(4,812
)


Total non-current current deferred tax liabilities


(4,812
)


(490
)Net deferred tax assets before valuation allowance


11,761



12,403Less valuation allowance


(11,761
)


(12,403
)Net deferred tax asset

$



$
     Years Ended December 31,2009


2008


2007Income tax benefit at U.S. statutory rate of 34%

$
(845
)

$
(971
)

$
(881
)State income taxes, net of federal benefit


68



(1
)


(40
)Effect of foreign subsidiaries


596



1,401



280Other permanent items


904



527



319Change in valuation allowance


(723
)


(956
)


322$



$



$
      F-28




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
                  2009


2008


2007Balance at January 1

$
775


$
775


$
Additions for tax positions related to prior years










591Additions for tax positions










184Reductions for tax positions of prior years










Settlements










Balance at December 31

$
775


$
775



775     Note 18.
    Commitments
    and Contingencies  Procurement
    agreements in connection with next-generation
    satellites
   F-29




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
                 F-30




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Procurement
    agreements in connection with quick-launch
    satellites
          Procurement
    agreements in connection with U.S. Coast Guard
    contract
         F-31




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  90-day 90-day
  Gateway
    settlement obligation
    Airtime
    credits
    Purchase
    commitment
   F-32




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Operating
    leases
    Years Ending December 31,2010

$
1,1412011


1,0452012


9242013


8052014


278$
4,193     Litigation
    Class Action
    Litigation
  and/or
 F-33




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
   Note 19.
    Employee
    Incentive Plans    Note 20.
    Services
    Agreement with AI (now a subsidiary of I.D. Systems, Inc. and
    formerly a division of GE)    machine-to-machine
  Note 21.
    Supplemental
    Disclosure of Noncash Investing and Financing
    Activities  Years Ended December 31,2009


2008


2007Investing activities:Capital expenditures incurred not yet paid

$
1,045


$
6,626


$
1,459Gateway received in settlement of long-term receivable






230



Stock-based compensation included in capital expenditures






54



Net assets from step acquisition of subsidiary






1,363



Asset basis adjustment due to expiration of gateway purchase
    option






161



Financing activities:Public offering expenses incurred not yet paid










40  F-34




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
   Note 22.
    Quarterly
    Financial Data (Unaudited)    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter2009Revenues

$
6,727


$
6,770


$
7,031


$
7,038Income (loss) from operations


(8,591
)


(1,108
)


(562
)


7,796Income (loss) from continuing operations


(8,647
)


(745
)


(718
)


7,755Income (loss) from discontinued operations


(452
)


412



(489
)


(425
)Net income (loss) attributable to ORBCOMM Inc.


(9,135
)


(362
)


(1,237
)


7,295Net income (loss) per common share-basic:Income (loss) from continuing operations


(0.21
)


(0.02
)


(0.02
)


0.18Income (loss) from discontinued operations


(0.01
)


0.01



(0.01
)


(0.01
)Net income (loss) attributable to ORBCOMM Inc.


(0.22
)


(0.01
)


(0.03
)


0.17Net income (loss) per common share-dilutedIncome (loss) from continuing operations


(0.21
)


(0.02
)


(0.02
)


0.18Income (loss) from discontinued operations


(0.01
)


0.01



(0.01
)


(0.01
)Net income (loss) attributable to ORBCOMM Inc.


(0.22
)


(0.01
)


(0.03
)


0.17Weighted-average shares outstanding:Basic


42,308,367



42,406,892



42,442,477



42,455,531Diluted


42,308,367



42,406,892



42,442,477



42,608,0192008Revenues

$
4,844


$
6,874


$
7,530


$
8,061Loss from operations


(882
)


(774
)


(527
)


(634
)Loss from continuing operations


(155
)


(582
)


(459
)


(1,191
)Loss from discontinued operations


(379
)


(356
)


(353
)


(594
)Net loss attributable to ORBCOMM Inc.


(534
)


(979
)


(1,001
)


(2,026
)Net loss per common share-basic and dilutedLoss from continuing operations






(0.01
)


(0.01
)


(0.04
)Loss from discontinued operations


(0.01
)


(0.01
)


(0.01
)


(0.01
)Net loss attributable to ORBCOMM Inc.


(0.01
)


(0.02
)


(0.02
)


(0.05
)Weighted-average shares outstanding-basic and diluted


41,802,725



41,961,461



42,070,196



42,100,869  F-35




---



##### Table of Contents



Schedule II 
    Valuation and Qualifying Accounts



ORBCOMM
    INC.
    December 31, 2009, 2008 and 2007 Col. B


Col. C





Col. EBalance at


Charged to


Charged to





Balance atBeginning of the


Costs and


Other


Col. D


End of theDescription

Period


Expenses


Accounts


Deductions


Period(Amounts in thousands)Year ended December 31, 2009Allowance for doubtful receivables

$
101



714



(12
)(1)





$
803Deferred tax asset valuation

$
12,403



(723
)


81
(2)





$
11,761Year ended December 31, 2008Allowance for doubtful receivables

$
260



(177
)


18
(1)





$
101Deferred tax asset valuation

$
12,824



(956
)


535
(2)





$
12,403Year ended December 31, 2007Allowance for doubtful receivables

$
226



229



(195
)(1)





$
260Deferred tax asset valuation

$
12,749



322



(247
)(2)





$
12,824     (1)
    
    Amounts relate to write-offs, net of recoveries.(2)
    
    Amounts relate to differences in foreign exchange rates. F-36




---



##### Table of Contents



Exhibit Index
  ExhibitNo.

Description

Page No.3
.1

Restated Certificate of Incorporation of the Company, filed as
    Exhibit 3.1 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2006, is incorporated
    herein by reference.3
.2

Amended Bylaws of the Company, filed as Exhibit 3.2 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2006, is incorporated
    herein by reference.10
.1.1

Validation Services Agreement, dated May 20, 2004, by and
    between the Company and the U.S. Coast Guard, filed as
    Exhibit 10.1 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.1.2

Amendment of Solicitation/Modification of Contract dated
    September 13, 2007 amending the Validation Services
    Agreement dated as of May 20, 2004, by and between the
    Company and U.S. Coast Guard, filed as Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007, is incorporated
    herein by reference.10
.1.3

Amendment of Solicitation/Modification of Contract dated
    April 14, 2008 amending the Validation Services Agreement
    dated as of May 20, 2004, as amended, by and between the
    Company and U.S. Coast Guard, filed as Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2008, is incorporated herein
    by reference.10
.1.4

Amendment of Solicitation/Modification of Contract dated
    August 28, 2008 amending the Validation Services Agreement
    dated as of May 20, 2004, as amended, by and between the
    Company and U.S. Coast Guard, filed as Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008, is incorporated
    herein by reference.10
.1.5

Amendment of Solicitation/Modification of Contract dated
    September 30, 2008 amending the Validation Services
    Agreement dated as of May 20, 2004, as amended, by and
    between the Company and U.S. Coast Guard, filed as
    Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008, is incorporated
    herein by reference10
.1.6

Amendment of Solicitation/Modification of Contract dated
    September 30, 2008 amending the Validation Services
    Agreement dated as of May 20, 2004, as amended, by and
    between the Company and U.S. Coast Guard, filed as
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008, is incorporated
    herein by reference.10
.2.1

Cooperation Agreement, dated May 18, 2004, among the
    Company, Stellar Satellite Communications Ltd. and Delphi
    Corporation, filed as Exhibit 10.2.1 to the Companys
    Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.2.2

Amendment Number One to Cooperation Agreement, dated
    December 27, 2005, among the Company, Stellar Satellite
    Communications Ltd. and Delphi Corporation, filed as
    Exhibit 10.2.2 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.2.3

Amendment Number Two to Cooperation Agreement dated as of
    November 3, 2008, among the Company, Stellar Satellite
    Communications Ltd. and the Delphi Electronics &
    Safety Division of Delphi Incorporated, filed as
    Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008, is incorporated
    herein by reference.10
.2.4

Pricing Agreement dated as of September 8, 2008, by and
    between Stellar Satellite Communications Ltd. and Delphi
    Automotive Systems, LLC, acting through its Delphi
    Electronics & Safety Division, filed as
    Exhibit 10.5 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2008, is incorporated
    herein by reference.




---



##### Table of Contents



ExhibitNo.

Description

Page No.10
.3.1

ORBCOMM Concept Demonstration Satellite Bus, Integration Test
    and Launch Services Procurement Agreement, dated March 10,
    2005, between the Company and OHB-System AG, filed as
    Exhibit 10.3.1 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.3.2

Amendment to the Procurement Agreement, dated June 5, 2006,
    between the Company and OHB-System AG, filed as
    Exhibit 10.3.2 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.3.3

Memorandum of Agreement dated July 2, 2008 between the
    Company and OHB System, AG, concerning modifications to
    Amendment No. 1 dated as of June 5, 2006 of ORBCOMM
    Concept Demonstration Satellite Bus, Integration Test and Launch
    Services Procurement Agreement dated March 10, 2005 by and
    between the Company and OHB System, AG, filed as
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2008, is incorporated herein
    by reference.10
.3.4

Memorandum of Agreement dated November 25, 2008, between
    the Company and OHB System, AG, concerning Amendment No. 1
    dated as of June 5, 2006 of ORBCOMM Concept Demonstration
    Satellite Bus, Integration Test and Launch Services Procurement
    Agreement dated March 10, 2005 by and between the Company
    and OHB System, AG., filed as Exhibit 10.3.4 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008, is incorporated
    herein by reference.10
.4

ORBCOMM Concept Demonstration Communication Payload Procurement
    Agreement, dated November 3, 2004, between the Company and
    Orbital Sciences Corporation, filed as Exhibit 10.4 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.5.1

Amendment to the Procurement Agreement, dated April 21,
    2006, between the Company and Orbital Sciences Corporation,
    filed as Exhibit 10.5 to the Companys Registration
    Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.5.2

Memorandum of Agreement, dated October 10, 2007, between
    the Company and Orbital Sciences Corporation concerning
    modification to the Amendment to the procurement agreement filed
    as Exhibit 10.5.2 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007, is incorporated
    herein by reference. hereto.10
.6

ORBCOMM Generation 2 Procurement Agreement dated May 5,
    2008, by and between the Company and Sierra Nevada Corporation,
    filed as Exhibit 10.2 to the Companys Quarterly
    Report on
    Form 10-Q
    for the period ended June 30, 2008, is incorporated herein
    by reference.**10
.7

Falcon 1e Commercial Launch Services Agreement, dated
    August 28, 2009 between the Company and Space Exploration
    Technologies Corporation (previously filed as Exhibit 10.1
    to the Companys Quarterly Report Amendment No. 1 on
    Form 10-Q/A
    for the quarter ended September 30, 2009).10
.8

Second Amended and Restated Registration Rights Agreement, dated
    as of December 30, 2005, by and among the Company and
    certain preferred stockholders of the Company, filed as
    Exhibit 10.6 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.8.1

International Value Added Reseller Agreement, dated
    March 14, 2003, between the Company and Transport
    International Pool, filed as Exhibit 10.9.1 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.8.2

Amendment to International Value Added Reseller Agreement, dated
    January 26, 2006, between the Company and Transport
    International Pool, filed as Exhibit 10.9.2 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.




---



##### Table of Contents



ExhibitNo.

Description

Page No.10
.8.3

Assignment and Assumption Agreement, dated February 28,
    2006, between ORBCOMM LLC, Transport International Pool and GE
    Asset Intelligence, LLC, filed as Exhibit 10.9.3 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.8.4

Amendment to International Value Added Reseller Agreement dated
    July 11, 2006 between ORBCOMM LLC and GE Asset
    Intelligence, filed as Exhibit 10.9.4 to the Companys
    Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.8.5

Services agreement dated April 3, 2009 between ORBCOMM LLC
    and GE Asset Intelligence, LLC., filed as Exhibit 10.1 to
    the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2009, is incorporated herein
    by reference.10
.8.5

Amendment to International Value Added Resellers Agreement,
    dated August 3, 2006, between ORBCOMM LLC and GE Asset
    Intelligence, LLC, filed as Exhibit 10.9.5 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.9

Form of Common Stock Warrants, filed as Exhibit 10.10 to
    the Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.10

Form of Series A Preferred Stock Warrants, filed as
    Exhibit 10.11 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.11

Form of Ridgewood Preferred Stock Warrants, filed as
    Exhibit 10.12 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.12

Form of Indemnification Agreement between the Company and the
    executive officers and directors of the Company, filed as
    Exhibit 10.13 to the Companys Registration Statement
    on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.13

Schedule identifying agreements substantially identical to the
    Form of Indemnification Agreement constituting
    Exhibit 10.12 hereto.*10
.14

2004 Stock Option Plan, filed as Exhibit 10.15 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.*10
.15

2006 Long-Term Incentives Plan, filed as Exhibit 10.16 to
    the Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.*10
.16

Form of Incentive Stock Option Agreement under the 2004 Stock
    Option Plan, filed as Exhibit 10.17 to the Companys
    Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference, filed as Exhibit 10.17
    to the Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.*10
.17

Form of Non Statutory Stock Option Agreement under the 2004
    Stock Option Plan, filed as Exhibit 10.18 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.*10
.18

Employment Agreement between Jerome B. Eisenberg and the
    Company, filed as Exhibit 10.27 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008, is incorporated
    herein by reference.*10
.19

Employment Agreement between Marc J. Eisenberg and the Company,
    filed as Exhibit 10.28 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2008, is incorporated
    herein by reference.




---



##### Table of Contents



ExhibitNo.

Description

Page No.10
.20

Employment Agreement between John J. Stolte Jr. and the Company,
    filed as Exhibit 10.30 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2008, is incorporated
    herein by reference.*10
.21

Form of Restricted Stock Unit Award Agreement under the 2006
    Long-Term Incentives Plan, filed as Exhibit 10.24 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.*10
.22

Form of Stock Appreciation Rights Award Agreement under the 2006
    Long-Term Incentives Plan, filed as Exhibit 10.25 to the
    Companys Registration Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.23

Employment Agreement between Robert G. Costantini and the
    Company, filed as Exhibit 10.29 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008, is incorporated
    herein by reference.10
.24

Employment Agreement between Christian G. Le Brun and the
    Company, filed as Exhibit 10.31 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008, is incorporated
    herein by reference.10
.25

Employment Agreement between Brian Bell and the Company.10
.26

Summary of Non-Employee Director Compensation, filed as
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the period ended June 30, 2007 (File
    No. 000-1361983),
    is incorporated herein by reference.10
.27

Letter agreement, dated October 10, 2006, between Stellar
    Satellite Communications Ltd. and GE Asset Intelligence, LLC,
    filed as Exhibit 10.27 to the Companys Registration
    Statement on
    Form S-1
    (Registration
    No. 333-134088),
    is incorporated herein by reference.10
.27.1

Termination agreement dated April 3, 2009 between Stellar
    Satellite Communications Ltd . and GE Asset Intelligence, LLC,
    filed as Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2009, is incorporated herein
    by reference.10
.27.2

Settlement agreement dated April 3, 2009 among ORBCOMM
    Inc., ORBCOMM LLC and Stellar Satellite Communications Ltd. and
    GE Asset Intelligence, LLC, filed as Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2009, is incorporated herein
    by reference.10
.28

Settlement and Release Agreement regarding loss of ORBCOMM CDS
    and Quick-Launch 1-5 Satellites dated December 10, 2009.21


Subsidiaries of the Company23
.1

Consent of KPMG LLP, an independent registered public accounting
    firm.23
.2

Consent of Deloitte & Touche LLP, an independent
    registered public accounting firm.24


Power of Attorney authorizing certain persons to sign this
    Annual Report on behalf of certain directors and executive
    officers of the Company.31
.1

Certification of the Chief Executive Officer and President
    required by
    Rule 13a-14(a).31
.2

Certification of the Executive Vice President and Chief
    Financial Officer required by
    Rule 13a-149a).32


Certification of the Chief Executive Officer and President and
    Executive Vice President and Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act.     *
    
    Management contract or compensatory plan or arrangement.
    
    Portions of this exhibit have been omitted pursuant to a request
    for confidential treatment. The omitted portions have been
    separately filed with the Securities and Exchange Commission.**
    
    The exhibit was refiled to provide a revised redacted version of
    the agreement which contains fewer redactions than previously
    filed in response to communications with the Securities and
    Exchange Commission in connection with the Companys
    confidential treatment request with respect to the exhibit.