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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, 2007oro

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-K Form 10-K Form 10-K. þ
    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


36Item 2.


Properties


36Item 3.


Legal Proceedings


36Item 4.


Submission of Matters to a Vote of Security
    Holders


36PART IIItem 5.


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


37Item 6.


Selected Financial Data


39Item 7.


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


40Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risks


57Item 8.


Financial Statements and Supplementary Data


57Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


57Item 9A.


Controls and Procedures


58Item 9B.


Other Information


59PART IIIItem 10.


Directors and Executive Officers of the
    Registrant and Corporate Governance


59Item 11.


Executive Compensation


60Item 12.


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


60Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


60Item 14.


Principal Accountant Fees and Services


60PART IVItem 15.


Exhibits and Financial Statement Schedules


61SIGNATURES


62EX-10.5.1: MEMORANDUM OF AGREEMENTEX-21: SUBSIDIARIESEX-23.1: CONSENT OF DELOITTE & TOUCHE LLPEX-24: POWER OF ATTORNEYEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONSEX-32.2: CERTIFICATIONS




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




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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 2




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
    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 80 countries and territories, representing over
    60% of the worlds GDP, 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
    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 and construction 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 GE Equipment Services, the worlds largest lessor
    of trailers, containers and railcars, 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, Komatsu, Hitachi 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 large
    numbers of assets. 3




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
    Reliable, low cost subscriber
    communicators.  There are multiple manufacturers
    that build subscriber communicators for our network. Through our
    Stellar Satellite Communications, Ltd. subsidiary, 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. We believe that Delphi possesses the ability to
    scale up its manufacturing rapidly to meet additional demand. We
    also have arrangements with independent third party
    manufacturers who supply our customers and end-users directly
    with low cost 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 as little as $100 per unit in volume in 2007. 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.  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 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
    additional 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 80 countries
    and territories in North America, Europe, South America, Asia,
    Africa, Mexico and Australia, directly or indirectly through
    seven international licensees and 12 country representatives. We
    are currently working with approximately 75 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 4




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
    Further reduce subscriber communicator
    costs.  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. For example, our subscriber communicator supplier
    Delphi, and independent supplier Mobile Applitech, Inc., are
    developing next-generation subscriber communicators which will
    contain custom integrated circuits combining the functionality
    of several components, which we believe will lead to reduced
    costs. 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.
    Reduce network latency.  With the expected
    launch of our quick-launch and 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 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. In
    addition, we have been working closely with the U.S. Coast
    Guard to incorporate the ability to receive marine vessel
    identification and position data from the Automatic
    Identification System, or AIS, an internationally mandated
    shipboard broadcast system that aids navigation and improves
    maritime safety. We may be able to leverage this work with AIS
    to resell, subject in certain circumstances to U.S. Coast
    Guard approval, AIS data collected by our network to other coast
    guard services and governmental agencies, as well as companies
    engaged in security or logistics businesses for tracking
    shipping activities or for other navigational purposes. We
    believe that subscriber communicator technology advances, such
    as dual mode devices, will broaden our addressable market by
    providing optimal combinations of bandwidth and coverage at a
    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.
    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
   5




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
    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;
    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;
    Detect movement along international borders; 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
     6




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Heavy
    equipment
      Fixed
    asset monitoring
  on-site
  Marine
    vessels
  e-mail
  Government
    and homeland security
   7




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Consumer
    transportation
    back-up
  Products
    And Services
        Satellite
    communications services
   8




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Terrestrial
    cellular communication services
       9




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Market

Select Customers/End-Users

Representative Applications

Key BenefitsCommercial transportation

 DriverTech
     GE Equipment Services
     Volvo Group
     XATA Corporation
     Fleet Management Services
     Air IQ
     System Planning Corporation
     Star Trak

 Position reporting
     Units diagnostic monitoring
     Compliance/tax reporting
     Cargo monitoring
     Systems control

 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 Group

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

 Improve fleet productivity and profitability
     Allow OEMs to better anticipate the maintenance and
    spare parts needs of their customersFixed asset monitoring

 American Innovations, Ltd.
     Automata, Inc.
     GE Equipment Services
     Electronic Sensors, Inc.
     Metrix Networks, Inc.

 Unit diagnostic monitoring
     Usage tracking
     Systems control
     Automated meter reading

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

 Metocean Data Systems Ltd.
     Recreational boaters*
     Sasco Inc.
     Skymate, Inc.
     Volvo Group/Penta*

 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 informationGovernment and homeland security

 National Oceanic and Atmospheric  Administration*
     U.S. Coast Guard
     U.S. Customs and Border Protection*
     U.S. Marine Corps*

 Container tracking
     Environmental monitoring
     Automatic Identification System development
     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 dervive revenue
    through VARs or other resellers.  Subscriber
    communicators
     10




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Wireless
    subscriber identity modules, or SIMS
    Customers
    Key
    Strategic Relationships
  Delphi
    Automotive Systems LLC
    General
    Electric Company
     11




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U.S.
    Coast Guard
       12




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and/or
  Sales,
    Marketing and Distribution
    
  VARs and IVARs.
 13




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International licensees and country
    representatives.
           14




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Subscriber
    communicators
    Competition
    Terrestrial
    tower-based networks
  back-up
  Low-Earth
    orbit mobile satellite service providers
    Geostationary
    satellite service providers
   15




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Research
    and Development
      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 six
    to eight satellites each and one polar plane satellite)
    operating in the VHF band;
    The ground and control segment, which consists of fifteen
    operational gateway earth stations that send signals to and
    receive signals from the satellites, four gateway control
    centers that process message traffic and forward it through the
    gateway earth stations to the satellites or to appropriate
    terrestrial communications networks for transmission to the
    back-office application or end-user and the network control
    center (including two of the four gateway control centers)
    located in Dulles, Virginia, which monitors and manages the flow
    of information through the system and provides the command,
    control and telemetry functions to optimize satellite
    availability; and 16




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
    The subscriber segment, which consists of the subscriber
    communicators and terrestrial communications devices used by
    end-users to transmit and receive messages to and from their
    assets and our system.  e-mail
  store-and-forward
  e-mail
  System
    Status
  Satellite
    Replenishment
     17




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Satellite
    Health
      Gateway
    Health
      Network
    Capacity
    Regulation
    of Our System in the United States
  FCC
    authorization
   18




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and/or
  License
    renewal
    FCC
    license conditions
   19




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and/or
    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
 20




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and/or
    and/or
  Non-U.S.
    gateway earth stations
    Equipment
    standards
  and/or and/or
  International
    Regulation of our System
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Intellectual
    Property
        Employees
   22




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Corporate
    Information
  (201) 363-4900. www.orbcomm.com Form 10-K.
  Executive
    Officers of the Registrant
    Name

Age

Position(s)Jerome B. Eisenberg


68


Chairman of the Board, Chief Executive Officer and PresidentRobert G. Costantini


48


Executive Vice President and Chief Financial OfficerMarc Eisenberg


41


Chief  Operating OfficerJohn J. Stolte, Jr.


48


Executive Vice President  Technology and
    Operations   Jerome B. Eisenberg
  Robert G. Costantini
  Marc Eisenberg
 23




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John J. Stolte, Jr.
  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.
  Risks
    Relating to Our Business
  We are
    incurring substantial operating losses and net losses. We
    anticipate additional future losses. We must significantly
    increase our revenues to become profitable.
      We may
    need additional capital, which may not be available to us when
    we need it on favorable terms, or at all.
    We
    incur significant costs as a result of operating as a public
    company, and our management devotes substantial time to new
    compliance initiatives.
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If
    end-users do not accept our services and the applications
    developed by VARs or we cannot obtain the necessary regulatory
    approvals or licenses for particular countries or territories,
    we will fail to attract new customers and our business will be
    harmed.
        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.
      We
    have a limited operating history, which makes it difficult to
    evaluate your investment in us.
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
    successfully construct, launch, place in commercial service,
    operate and maintain our U.S Coast Guard demonstration and our
    quick-launch and next-generation satellites in a timely and
    cost-effective 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 through our existing or future
    international licensees to expand our business
    internationally; and
    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.    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.
    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 significant customer for a substantial portion of
    our revenues, the loss or decline or slowdown in growth in
    business of this customer could seriously harm our
    business.
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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
  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
  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.
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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 and litigation could further strain
    our management and other resources and have a material adverse
    effect on our business, financial condition and results of
    operations.
    We may
    be subject to litigation proceedings that could adversely affect
    our business.
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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.
    Our
    business would be negatively impacted if the FCC revokes or
    fails to renew or amend our licenses.
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Our
    business would be harmed if our international licensees and
    country representatives fail to acquire and retain all necessary
    regulatory approvals.
  and/or and/or
  There
    are numerous risks inherent to our international operations that
    are beyond our control.
  country-by-country region-by-region)
  We do
    not currently maintain in-orbit insurance for our
    satellites.
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Risks
    Related to our Technology
  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
  New
    satellites are subject to launch failures, delays and cost
    overruns, the occurrence of which can materially and adversely
    affect our operations.
    We may
    be in default under our contract with the U.S. Coast Guard
    with respect to the Coast Guard demonstration satellite if we do
    not launch the satellite within the cure period or any extension
    thereof, which could have a material adverse effect on our
    business, financial condition and results of
    operations.
   31




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##### Table of Contents



Our
    satellites have a limited operating life. If we are unable to
    deploy replacement satellites, our services will be
    harmed.
    We are
    dependent on a limited number of suppliers to provide the
    payload, bus and launch vehicle for our quick-launch and
    next-generation satellites and any 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.
     32




---



##### Table of Contents



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; and
    Communications system failures that affect overall system
    capacity.  
    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
   33




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##### Table of Contents



Technical
    or other difficulties with our gateway earth stations could harm
    our business.
    Our
    system could fail to perform or perform at reduced levels of
    service because of technological malfunctions or deficiencies or
    events outside of our control which would seriously harm our
    business and reputation.
  Form 10-K
  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.
    
    liquidity of the market in, and demand for, our common stock;
    changes in expectations as to our future financial performance
    or changes in financial estimates, if any, of market analysts; 34




---



##### Table of Contents




    actual or anticipated fluctuations in our results of operations,
    including quarterly results;
    our financial 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;
    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; 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
 35




---



##### Table of Contents



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 12, 2013East Wenatchee, Washington

Leased

May 4, 2008     Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to Vote of Security Holders    36




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##### 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, 2007Quarter ended December 31, 2007

$
9.46


$
5.99Quarter ended September 30, 2007

$
17.13


$
7.11Quarter ended June 30, 2007

$
17.41


$
11.45Quarter ended March 31, 2007

$
14.23


$
8.80Year ended December 31, 2006Fourth Quarter (beginning on November 3, 2006)

$
11.10


$
7.03     Use of
    Proceeds from Initial Public Offering
  Form S-1 No. 333-134088),
  Exercise
    of Warrants
    Dividend
    Payments
  Common stock:
  Dividend
    Policy
    Securities
    Authorized for Issuance under Equity Compensation
    Plans
   37




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##### Table of Contents



Stock
    Performance Graph
      COMPARISON
    OF 14 MONTH CUMULATIVE TOTAL RETURN*
 Among ORBCOMM Inc., The Russell 2000 Index
 And The NASDAQ Telecommunications Index
  
      11/06



12/06



12/07ORBCOMM Inc.


$
100.00



$
113.81



$
81.16Russell 2000



100.00




102.97




101.36NASDAQ Telecommunications



100.00




108.30




112.16  38




---



##### 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:

2007


2006(1)


2005


2004


2003(In thousands, except per share data)Service revenues

$
17,717


$
11,561


$
7,804


$
6,479


$
5,143Product sales


10,435



12,959



7,723



4,387



1,938Total revenues


28,152



24,520



15,527



10,866



7,081Costs and expenses:Costs of services


7,990



8,714



6,223



5,884



6,102Costs of product sales


10,078



12,092



6,459



4,921



1,833Selling, general and administrative


17,687



15,731



9,344



8,646



6,577Product development


1,060



1,814



1,341



778



546Total costs and expenses


36,815



38,351



23,367



20,229



15,058Loss from operations


(8,663
)


(13,831
)


(7,840
)


(9,363
)


(7,977
)Other income (expense), net


5,074



2,616



(1,258
)


(3,026
)


(5,340
)Net loss

$
(3,589
)

$
(11,215
)

$
(9,098
)

$
(12,389
)

$
(13,317
)Net loss applicable to common
    shares(2)

$
(3,589
)

$
(29,646
)

$
(14,248
)


(14,535
)Net loss per common share:Basic and diluted

$
(0.09
)

$
(2.80
)

$
(2.51
)


(2.57
)Weighted average common shares outstanding:Basic and diluted


39,706



10,601



5,683



5,658   As of December 31,Consolidated Balance Sheet Data:

2007


2006(1)


2005


2004


2003(In thousands)Cash and cash equivalents

$
115,587


$
62,139


$
68,663


$
3,316


$
78Marketable securities






38,850











Working capital (deficit)


106,716



100,887



65,285



8,416



(19,389
)Satellite network and other equipment, net


49,704



29,131



7,787



5,243



3,263Intangible assets, net


5,572



7,058



4,375



317



Total assets


181,823



148,093



89,316



20,888



7,198Notes payable


















12,107Note payable  related party


1,170



879



594







Convertible redeemable preferred stock










112,221



38,588



Stockholders equity (deficit) (membership interests)


160,849



128,712



(42,654
)


(28,833
)


(15,547
)     (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 39




---



##### Table of Contents



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 net loss applicable to common shares for the year ended
    December 31, 2004 is based on our net loss for the period
    from February 17, 2004, the date on which the members of
    ORBCOMM LLC contributed all of their outstanding membership
    interests in exchange for shares of our common stock, through
    December 31, 2004. Net loss attributable to the period from
    January 1, 2004 to February 16, 2004 (prior to the
    Company becoming a corporation and issuing its common shares),
    has been excluded from the net loss applicable to common shares.
    As a result, net loss per common share for 2004 is not
    comparable to net loss per common share for subsequent periods.  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
    Overview
   40




---



##### Table of Contents



EBITDA
      The following table reconciles our net loss to EBITDA for the
    periods shown:
  Years Ended December 31,2007


2006


2005(In thousands)Net loss

$
(3,589
)

$
(11,215
)

$
(9,098
)Interest income


(5,258
)


(2,582
)


(66
)Interest expense(a)


209



237



308Depreciation and amortization


2,415



2,373



1,982EBITDA

$
(6,223
)

$
(11,187
)

$
(6,874
)     (a)
    
    Includes amortization of deferred debt issuance costs and debt
    discount of approximately $31 in 2005. 41




---



##### Table of Contents



Revenues
  i.e.
       42




---



##### Table of Contents



and/or
  Costs and
    expenses
        Capital
    expenditures
   43




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
    Revenue
    recognition
     44




---



##### Table of Contents



e.g.
        Costs
    of product sales and services
    Accounts
    receivable
   45




---



##### Table of Contents



Satellite
    network and other equipment
        Long-lived
    assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets.
  Capitalized
    development costs
    Income
    taxes
  Accounting for Income Taxes,
 46




---



##### Table of Contents



Accounting for Uncertainty
    in Income Taxes an
    interpretation of SFAS 109.
    Loss
    contingencies
    Share-based
    Compensation
    Share-Based Payment
 47




---



##### Table of Contents



Accounting for Stock Issued to
    Employees,
          Years Ended December 31,2007

2006Risk-free interest rate

4.93%

4.66%Expected life (years)

5.5

5.50 to 6.00Estimated volatility

43.95%

43.85%Expected dividends

None

None  48




---



##### Table of Contents



2004
    Stock Option Plan
      2-for-3
     49




---



##### Table of Contents



Results
    of Operations
  Revenues
    Years Ended December 31,2007


2006


2005% of





% of





% ofTotal





Total





TotalService revenues

$
17,717



62.9
%

$
11,561



47.2
%

$
7,804



50.3
%Product sales


10,435



37.1
%


12,959



52.8
%


7,723



49.7
%$
28,152



100.0
%

$
24,520



100.0
%

$
15,527



100.0
%   2007 vs. 2006:
  2006 vs. 2005:
  Service
    revenues
  2007 vs. 2006:
    2006 vs. 2005:
   50




---



##### Table of Contents



Product
    sales
  2007 vs. 2006:
 50.1




---



##### Table of Contents



2006 vs. 2005:
  Costs
    of services
    2007 vs. 2006:
  2006 vs. 2005:
  Costs
    of product sales
    2007 vs. 2006:
 51




---



##### Table of Contents



2006 vs. 2005:
  Selling,
    general and administrative expenses
    2007 vs. 2006:
  2006 vs. 2005:
  Product
    development expenses
    2007 vs. 2006:
  2006 vs. 2005:
  Other
    income (expense)
   52




---



##### Table of Contents



2007 vs. 2006:
  2006 vs. 2005:
  Net
    loss and net loss applicable to common shares
  2007 vs. 2006:
  2006 vs. 2005:
  Liquidity
    and Capital Resources
  Overview
    Public
    Offerings
     53




---



##### Table of Contents



Operating
    activities
        Investing
    activities
       54




---



##### Table of Contents



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


1 to


AfterTotal


1 Year


3 Years


3 Years(In thousands)Quick-launch procurement agreements

$
6,250


$
5,150


$
1,100


$
Operating leases


1,227



838



379



10Total

$
7,477


$
5,988


$
1,479


$
10   Quick-launch
    procurement agreements
   55




---



##### Table of Contents



Related
    parties
    Off-
    Balance sheet Arrangements
    Recent
    Accounting Pronouncements
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Business Combinations
 56




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    rate risk
    Effects
    of inflation risk
    Foreign
    currency risk
      Concentration
    of credit risk
    Vendor
    risk
    Market
    rate 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.   57




---



##### Table of Contents



Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  10-K, Rules 13a-15(e) 15d-15(e)
    Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f). Internal Control -Integrated Framework
  Changes
    in Internal Control over Financial Reporting
    Report of
    Independent Registered Public Accounting Firm
     Internal Control  Integrated Framework
   58




---



##### Table of Contents



Internal Control  Integrated Framework
  Accounting for
    Uncertainty in Income taxes, an interpretation of FASB Statement
    No. 109
      Item 9B.
    Other
    information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Identification
    of Directors
   59




---



##### Table of Contents



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
    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   60




---



##### Table of Contents



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
   61




---



##### Table of Contents



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
    Securities Exchange Act of 1934, ORBCOMM Inc. has duly caused
    this report to be signed on its behalf by the undersigned,
    thereunto duly authorized, in the City of Fort Lee, State
    of New Jersey, on March 17, 2008.



ORBCOMM Inc. By:
    /s/  Jerome
    B. Eisenberg       Signature

Title/s/  Jerome
    B. EisenbergJerome
    B. Eisenberg

Chairman of the Board and Chief Executive Officer, and Director
    (principal executive officer)/s/  Marco
    Fuchs*Marco
    Fuchs

Director/s/  Didier
    Delepine*Didier
    Delepine

Director/s/  John
    Major*John
    Major

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

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

Director/s/  Marc
    J. EisenbergMarc
    J. Eisenberg

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.  62




---



##### 



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


F-2Consolidated Balance Sheets as of
    December 31, 2007 and 2006


F-3Consolidated Statements of Operations for the
    years ended December 31, 2007, 2006 and 2005


F-4Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005


F-5Consolidated Statements of Changes in
    Stockholders Equity (Deficit) for the years ended
    December 31, 2007, 2006 and 2005


F-6Notes to Consolidated Financial Statements


F-7Schedule II  Valuation and
    Qualifying Accounts


F-37   F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
        Accounting for Uncertainty in
    Income Taxes, an interpretation of FASB No. 109, Share-Based
    Payment,
  Internal Control  Integrated Framework
      
 F-2




---



##### Table of Contents



ORBCOMM
    Inc.
 Consolidated
    Balance Sheets
    (in thousands, except share data)  December 31,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
115,587


$
62,139Marketable securities






38,850Accounts receivable, net of allowances for doubtful accounts of
    $388 and $297


5,284



5,185Inventories


2,722



3,528Advances to contract manufacturer


158



177Prepaid expenses and other current assets


1,078



1,354Total current assets


124,829



111,233Long-term receivable


542



372Satellite network and other equipment, net


49,704



29,131Intangible assets, net


5,572



7,058Other assets


992



299Deferred tax asset


184



Total assets

$
181,823


$
148,093LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
4,373


$
3,438Accrued liabilities


12,305



4,915Current portion of deferred revenue


1,435



2,083Total current liabilities


18,113



10,436Note payable  related party


1,170



879Deferred revenue, net of current portion


1,507



8,066Other liability


184



Total liabilities


20,974



19,381Commitments and contingenciesStockholders equity:Common stock, par value $0.001; 250,000,000 shares
    authorized; 41,658,066 and 36,923,715 shares issued and
    outstanding


42



37Additional paid-in capital


224,899



188,917Accumulated other comprehensive loss


(656
)


(395
)Accumulated deficit


(63,436
)


(59,847
)Total stockholders equity


160,849



128,712Total liabilities and stockholders equity

$
181,823


$
148,093    F-3




---



##### Table of Contents



ORBCOMM
    Inc.
 Consolidated
    Statements of Operations
    (in thousands, except per share data)  Years ended December 31,2007


2006


2005Revenues:Service revenues

$
17,717


$
11,561


$
7,804Product sales


10,435



12,959



7,723Total revenues


28,152



24,520



15,527Costs and expenses(1):Costs of services


7,990



8,714



6,223Costs of product sales


10,078



12,092



6,459Selling, general and administrative


17,687



15,731



9,344Product development


1,060



1,814



1,341Total costs and expenses


36,815



38,351



23,367Loss from operations


(8,663
)


(13,831
)


(7,840
)Other income (expense):Interest income


5,258



2,582



66Other income


25



271



Interest expense, including amortization of deferred debt
    issuance costs and debt discount of $31 in 2005


(209
)


(237
)


(308
)Loss on extinguishment of debt










(1,016
)Total other income (expense)


5,074



2,616



(1,258
)Net loss

$
(3,589
)

$
(11,215
)

$
(9,098
)Net loss applicable to common shares (Note 5)

$
(3,589
)

$
(29,646
)

$
(14,248
)Net loss per common share:Basic and diluted

$
(0.09
)

$
(2.80
)

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


39,706



10,601



5,683(1) Stock-based compensation included in costs and
    expenses:Costs of services

$
383


$
425


$
7Costs of product sales


116



71



Selling, general and administrative


3,878



3,355



183Product development


68



94



11$
4,445


$
3,945


$
201    F-4




---



##### Table of Contents



ORBCOMM
    Inc.
 Consolidated
    Statements of Cash Flows
    (in thousands) Years ended December 31,2007


2006


2005Cash flows from operating activities:Net loss

$
(3,589
)

$
(11,215
)

$
(9,098
)Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities:Change in allowance for doubtful accounts


91



(374
)


82Inventory impairments






361



115Depreciation and amortization


2,415



2,373



1,982Amortization of deferred debt issuance costs and debt discount










31Accretion on note payable  related party


131



131



33Loss on extinguishment of debt










1,016Stock-based compensation


4,445



3,945



201Changes in operating assets and liabilities, net of acquisition:Accounts receivable


(360
)


(1,161
)


1,014Inventories


806



(1,964
)


(642
)Advances to contract manufacturer


19



524



3,046Prepaid expenses and other assets


(417
)


(95
)


(366
)Accounts payable and accrued liabilities


207



(2,913
)


2,902Deferred revenue


21



1,522



3,325Net cash provided by (used in) operating activities


3,769



(8,866
)


3,641Cash flows from investing activities:Capital expenditures


(20,043
)


(22,357
)


(4,066
)Purchases of marketable securities


(58,325
)


(43,850
)


Sales of marketable securities


97,175



5,000



Contingent purchase price payment made in connection with the
    acquisition of Satcom International Group plc






(3,631
)


Acquisition of business, net of cash acquired










33Net cash provided by (used in) investing activities


18,807



(64,838
)


(4,033
)Cash flows from financing activities:Proceeds from issuance of common stock in connection with
    initial public offering, net of underwriters discounts and
    commissions and offering costs of $11,447






90,092



Proceeds from issuance of common stock in connection with
    secondary public offering, net of underwriters discounts
    and commissions and offering costs of $3,318


31,010







Proceeds from issuance of Series B preferred stock, net of
    issuance costs of $113 and $4,328






1,465



41,702Proceeds from issuance of 10% convertible bridge notes










25,019Proceeds from exercise of warrants and options


572



1,558



Payment made to holders of Series B preferred stock for
    consent to the automatic conversion into common stock in
    connection with the initial public offering






(10,111
)


Payment of Series A preferred stock dividends






(8,027
)


Payment of Series B preferred stock dividends






(7,467
)


Payment of offering costs in connection with initial public
    offering


(609
)






Payments for deferred financing costs










(1,047
)Net cash provided by financing activities


30,973



67,510



65,674Effect of exchange rate changes on cash and cash
    equivalents


(101
)


(330
)


65Net increase (decrease) in cash and cash equivalents


53,448



(6,524
)


65,347Cash and cash equivalents:Beginning of year


62,139



68,663



3,316End of year

$
115,587


$
62,139


$
68,663Supplemental cash flow disclosures (Note 17):Interest paid

$



$



$
187    F-5




---



##### Table of Contents





ORBCOMM
    Inc.
 Consolidated
    Statements of Stockholders Equity (Deficit)
    Years ended December 31, 2007, 2006 and 2005
    (in thousands, except share data)  AccumulatedAdditional


other





TotalCommon Stock


paid-in


comprehensive


Accumulated


stockholders


ComprehensiveShares


Amount


capital


income (loss)


deficit


equity (deficit)


lossBalances, January 1, 2005


5,657,934


$
6


$
10,695


$



$
(39,534
)

$
(28,833
)Common stock issued


32,083







136











136Accrued Series A preferred stock dividends










(4,709
)










(4,709
)Accretion of preferred stock issuance costs










(441
)










(441
)Stock-based compensation










201











201Net loss


















(9,098
)


(9,098
)

$
(9,098
)Cumulative translation adjustment














90







90



90$
(9,008
)Balances, December 31, 2005


5,690,017



6



5,882



90



(48,632
)


(42,654
)Accretion of preferred stock issuance costs










(854
)










(854
)Series B preferred stock dividend










(7,467
)










(7,467
)Initial public offering of common stock, net of
    underwriters discounts and commissions and offering costs


9,230,800



9



89,473











89,482Conversion of convertible reedemable Series A and B
    preferred stock into common stock


21,383,318



21



106,492











106,513Consent payment to holders of Series B preferred stock for
    the automatic conversion into common stock in connection with IPO










(10,111
)










(10,111
)Exercise of warrants


619,580



1



1,557











1,558Stock-based compensation










3,945











3,945Net loss


















(11,215
)


(11,215
)

$
(11,215
)Cumulative translation adjustment














(485
)






(485
)


(485
)$
(11,700
)Balances, December 31, 2006


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
)

$
160,849    F-6




---



##### Table of Contents





Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts) Note 1.
    Organization
    and Business      Note 2.
    Public
    Offerings       F-7




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Note 3.
    Summary
    of Significant Accounting Policies  Principles
    of consolidation
      Use of
    estimates
    Revenue
    recognition
     F-8




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
            Costs
    of revenues
    Foreign
    currency translation
    Fair
    value of financial instruments
   F-9




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Cash
    and cash equivalents
    Marketable
    securities
    Concentration
    of risk
              Inventories
  first-in,
 F-10




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Satellite
    network and other equipment
          Capitalized
    development costs
    Intangible
    assets
   F-11




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Impairment
    of long-lived assets
    Debt
    issuance costs and debt discount
    No. 98-5 No. 00-27. paid-in-capital
      Convertible
    redeemable preferred stock
    Income
    taxes
  Accounting for Income Taxes,
 F-12




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Accounting for
    Uncertainty in Income Taxes an
    interpretation of SFAS 109
    Loss
    contingencies
    Stock-based
    compensation
  Share-Based Payment
  Accounting for Stock-Based
    Compensation
    Accounting for Stock Issued to
    Employees No. 96-18, Accounting for Equity Instruments Issued to Other Than
    Employees for Acquiring, or in Conjunction with Selling, Goods
    or Services.
 F-13




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Recent
    accounting pronouncements
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Business Combinations
  Note 4.
    Stock-based
    Compensation     F-14




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    For the Years Ended December 31,2007


2006


2005Stock options

$
254


$
651


$
201Restricted stock units


3,586



2,904



Stock appreciation rights


605



390



Total

$
4,445


$
3,945


$
201     2006
    LTIP
        Time-Based
    Restricted Stock Units
   F-15




---



##### Table of Contents



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


Fair ValueBalance at January 1, 2007


528,087


$
11.00Granted


20,900



12.74Vested


(185,990
)


10.81Forfeited or expired


(6,459
)


11.00Balance at December 31, 2007


356,538


$
11.20     Performance-Based
    Restricted Stock Units
        Weighted-Average Grant DateShares


Fair ValueBalance at January 1, 2007


257,484


$
11.00Granted


144,058



13.00Vested


(151,531
)


11.00Forfeited or expired


(70,607
)


11.07Balance at December 31, 2007


179,404


$
12.58      F-16




---



##### Table of Contents



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


AggregateNumber of


Weighted-Average


Contractual


Intrinsic ValueShares


Exercise Price


Term (years)


(in thousands)Outstanding at January 1, 2007


66,667


$
11.00Granted






Forfeited or expired






Outstanding at December 31, 2007


66,667


$
11.00



8.75


$
Exercisable at December 31, 2007


22,222


$
11.00



8.75


$
Vested and expected to vest at December 31, 2007


66,667


$
11.00



8.75


$
     Performance-Based
    Stock Appreciation Rights
        Weighted-AverageRemaining


AggregateNumber of


Weighted-Average


Contractual


Intrinsic ValueShares


Exercise Price


Term (years)


(in thousands)Outstanding at January 1, 2007


115,556


$
11.00Granted


115,556



11.00Forfeited or expired


(13,823
)


11.00Outstanding at December 31, 2007


217,289


$
11.00



8.97


$
Exercisable at December 31, 2007


101,733


$
11.00



8.75


$
Vested and expected to vest at December 31, 2007


146,344


$
11.00



8.88


$
      F-17




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
      Years Ended December 31,2007


2006Risk-free interest rate


4.93
%


4.66
%Expected life (years)


5.5



5.50 to 6.00Estimated volatility


43.95
%


43.85
%Expected dividends


None



None     Stock
    Options
        F-18




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Years Ended December 31,2007(1)


2006


2005(1)Risk-free interest rate






4.64
%


Expected life (years)






4.00



Expected volatility factor



%


44.50
%



%Expected dividends


None







None     (1)
    
    There were no options granted in 2007 and 2005.    Weighted-AverageRemaining


AggregateNumber of


Weighted-Average


Contractual


Intrinsic ValueShares


Exercise Price


Term (years)


(in thousands)Outstanding at January 1, 2007


1,464,420


$
3.09Granted






Exercised


(619,631
)


3.17Forfeited or expired


(11,832
)


4.26Outstanding at December 31, 2007


832,957


$
3.02



6.15


$
2,724Exercisable at December 31, 2007


822,538


$
3.00



6.13


$
2,709Vested and expected to vest at December 31, 2007


832,616


$
3.02



6.15


$
2,723          F-19




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    2005Net loss applicable to common shares, as reported

$
(14,248
)Add: Stock-based employee compensation determined under APB
    No. 25 and included in reported net loss


201Deduct: Employee stock-based compensation determined under the
    fair value method for all awards, net of related tax effects


(530
)Pro forma net loss applicable to common shares

$
(14,577
)Net loss per common share, basic and diluted:As reported

$
(2.51
)Pro forma

$
(2.57
)   Note 5.
    Net Loss
    per Common Share    Years Ended December 31,2007


2006


2005Common stock warrants


473,907



1,617,296



1,917,998Stock options


832,957



1,464,420



1,461,707RSUs


535,942



785,571



SARs


283,956



182,223



Series A convertible preferred stock










9,369,074Series B convertible preferred stock










11,753,333Series A preferred stock warrants










318,9282,126,762



4,049,510



24,821,040    F-20




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Years Ended December 31,2006


2005Net loss

$
(11,215
)

$
(9,098
)Add: Preferred stock dividends and accretion of preferred stock
    carrying value


(8,320
)


(5,150
)Add: Consent payment to holders of Series B preferred stock
    for the automatic conversion of the Series B preferred
    stock into common stock. (See Note 11)


(10,111
)


Net loss applicable to common shares

$
(29,646
)

$
(14,248
)   Note 6.
    Acquisition
    of interest in Satcom International Group plc.           F-21




---



##### Table of Contents



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

$
4,484Other assets


171Liabilities (including note payable to related party of $586)


(2,386
)Acquisition cost

$
2,269       Note 7.
    Satellite
    Network and Other Equipment    Useful Life


December 31,(Years)


2007


2006Land





$
381


$
379Satellite network


5-10



9,463



7,373Capitalized software


3-5



887



516Computer hardware


5



920



867Other


5-7



565



411Assets under construction






45,706



26,90557,922



36,451Less accumulated depreciation and amortization






(8,218
)


(7,320
)$
49,704


$
29,131        F-22




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Note 8.
    Intangibles
    Assets    December 31,2007


2006Useful Life





Accumulated








Accumulated(Years)


Cost


Amortization


Net


Cost


Amortization


NetAcquired licenses


6


$
8,115


$
(2,543
)

$
5,572


$
8,115


$
(1,057
)

$
7,058Intellectual property


3



715



(715
)






715



(715
)


$
8,830


$
(3,258
)

$
5,572


$
8,830


$
(1,772
)

$
7,058       Years Ending December 31,2008

$
1,4862009


1,4862010


1,4862011


1,114$
5,572   Note 9.
    Accrued
    Liabilities    December 312007


2006Advances from USCG (See Note 15)

$
7,228


$
Gateway settlement obligation (see Note 15)


644



945Accrued compensation and benefits


1,821



2,094Accrued warranty obligations






45Accrued interest


712



622Accrued professional fees


425



361Other accrued expenses


1,475



848$
12,305


$
4,915  F-23




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Note 10.
    Deferred
    Revenue    December 312007


2006Professional services

$



$
7,236Service activation fees


1,796



1,326Manufacturing license fees


75



89Prepaid services


1,071



1,4982,942



10,149Less current portion


(1,435
)


(2,083
)Long-term portion

$
1,507


$
8,066       Note 11.
    Notes
    Payable  OHB
    Technology A.G.
   F-24




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  2005
    bridge notes
    Note 12.
    Stockholders
    Equity and Convertible Redeemable Preferred Stock  Reverse
    stock split
  2-for-3
  Conversion
    of Series A and B Preferred Stock
    Convertible
    Redeemable Preferred Stock
   F-25




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
      Dividends
    Conversion
          Voting
    rights
    Liquidation
    preference
   F-26




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Redemption
  and/or
  Common
    Stock
    Voting
    rights
    Dividends
    Warrants
      Shares SubjectExercise Price

to Warrants$2.33


172,278$3.38


43,642$4.26


257,987473,907        F-27




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    SharesEmployee stock compensation plans


5,165,475Warrants to purchase common stock


473,9075,639,382     Note 13.
    Geographical
    Information    Years Ended December 31,2007


2006


2005United States


85
%


90
%


74
%Central Asia(1)










14
%Other(2)


15
%


10
%


12
%100
%


100
%


100
%     (1)
    
    Represents a gateway earth station sale.(2)
    
    No other geographic areas are more than 10% for the years ended
    December 31, 2007, 2006 and 2005.  Note 14.
    Income
    Taxes    December 31,2007


2006


2005Current:Federal

$
155


$



$
State


29







Total

$
184


$



$
Deferred:Federal

$
(342
)

$
(4,635
)

$
(2,512
)State


(65
)


(604
)


(160
)International


64



(51
)Subtotal


(343
)


(5,290
)


(2,672
)Valuation allowance


159



5,290



2,672Total

$
(184
)

$



$
  F-28




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    December 31,2007


2006Current deferred tax assets:Deferred revenues

$
888


$
3,706Allowance for doubtful accounts


214



216Inventory reserves


146



155Deferred compensation


1,569



1,546Bonus accruals


428



274Vacation accrual


231



210Other






17Gross deferred tax assets


3,476



6,124Less valuation allowance


(3,476
)


(6,124
)Net current deferred tax asset

$



$
Non-current deferred tax assets:Satellite network and other property

$
284


$
241Deferred revenues


2,977



Tax loss carryforwards


7,584



7,859Gross deferred tax assets


10,845



8,100Less valuation allowance


(10,661
)


(8,100
)Net non-current deferred tax asset

$
184


$
     Years Ended December 31,2007


2006


2005Income tax benefit at U.S. statutory rate of 34%

$
(1,220
)

$
(3,813
)

$
(3,093
)State income taxes, net of federal benefit


(23
)


(392
)


(279
)Effect of foreign subsidiaries


280



(1,251
)


669Other permanent items


259



166



31Adjustment of tax reserves and other


545







Change in valuation allowance


159



5,290



2,672$



$



$
      F-29




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
              2007Balance at January 1, 2007

$
Additions for tax positions related to prior years


591Additions for tax positions related to 2007


184Reductions for tax positions of prior years


Settlements


Balance at December 31, 2007

$
775     Note 15.
    Commitments
    and Contingencies  Procurement
    agreements in connection with U.S. Coast Guard
    contract
       F-30




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
      and/or
    Procurement
    agreements in connection with quick-launch
    satellites
     F-31




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
      Gateway
    settlement obligation
    Airtime
    credits
    Operating
    leases
    Years Ending December 31,2008

$
8382009


2512010


1282011


10$
1,227    F-32




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Litigation
    Class Action
    Litigation
  and/or
  Quake
       F-33




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
        and/or Complaint-In-Intervention Complaint-In-Intervention
   F-34




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Note 16.
    Employee
    Incentive Plans    Note 17.
    Supplemental
    Disclosure of Noncash Investing and Financing
    Activities  Years Ended December 31,2007


2006


2005Investing activities:Capital expenditures incurred not yet paid

$
1,459


$



$
Gateway received in consideration for payment for accounts
    receivable










157Gateway acquired and recorded in inventory in 2005 and used for
    construction under satellite and property and equipment in 2006






411



Issuance of Series A preferred stock in connection with the
    acquisition of Satcom










1,761Financing activities:Public offering expenses incurred not yet paid


40



610



Conversion of notes payable for Series B preferred stock










25,019Preferred stock dividends accrued










4,709Conversion of Series A preferred stock into common stock






37,882



Conversion of Series B preferred stock into common stock






68,629



  F-35




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Note 18.
    Quarterly
    Financial Data (Unaudited)    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter2007Revenues

$
5,961


$
6,627


$
6,912


$
8,652Income (loss) from operations


(4,169
)


(2,613
)


(1,978
)


97Net Income (loss)


(2,939
)


(1,297
)


(422
)


1,069Net income (loss) per common share:Basic


(0.08
)


(0.03
)


(0.01
)


0.03Diluted


(0.08
)


(0.03
)


(0.01
)


0.03Weighted-average shares outstandingBasic


37,035,553



38,669,269



41,444,270



41,603,765Diluted


37,035,553



38,669,269



41,444,270



42,496,8402006Revenues

$
6,380


$
6,261


$
5,554


$
6,325Loss from operations


(3,579
)


(2,866
)


(2,458
)


(4,928
)Net loss


(3,141
)


(2,250
)


(1,867
)


(3,957
)Net loss applicable to common shares


(5,448
)


(4,806
)


(4,305
)


(15,087
)Net loss per common share, Basic and diluted


(0.96
)


(0.84
)


(0.71
)


(0.61
)Weighted average common shares outstanding


5,690,017



5,690,017



6,085,376



24,779,007  F-36




---



##### Table of Contents



Schedule II 
    Valuation and Qualifying Accounts



ORBCOMM
    Inc.

December 31,
    2007, 2006 and 2005 Col. ECol. B


Col. C





Col. EBalance at


Charged to


Charged to





Balance atBeginning of


Costs and


Other


Col. D


End of theDescription

the Period


Expenses


Accounts


Deductions


Period(Amounts in thousands)Year ended December 31, 2007Allowance for doubtful receivables

$
297



286



(195
)1





$
388Deferred tax asset valuation allowance

$
14,224



159



(246
)2





$
14,137Year ended December 31, 2006Allowance for doubtful receivables

$
671



30



(404
)1





$
297Deferred tax asset valuation allowance

$
8,784



5,290



150
2





$
14,224Year ended December 31, 2005Allowance for doubtful receivables

$
564



291



(184
)1





$
671Deferred tax asset valuation allowance

$
4,701



4,083










$
8,784     (1)
    
    Amounts relate to recoveries.(2)
    
    Amounts relate to differences in foreign exchange rates. F-37




---



##### Table of Contents








---



##### 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
    (File No. 000-1361983),
    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 (File No. 000-1361983), is incorporated herein
    by reference.10
.1

Validation Services Agreement, dated May 20, 2004, between the
    Company and the United States 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 12, 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 period ended September 30, 2007 (File
    No. 000-1361983) 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

Pricing Letter Agreement, dated May 6, 2004, between the Company
    and Delphi Corporation, filed as Exhibit 10.2.3 to the
    Companys Registration Statement on
    Form S-1
    (Registration No. 333-134088), is incorporated herein by
    reference.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
.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 as
    Exhibit 10.5.1 hereto.10
.6

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
.7.1

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.




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##### Table of Contents



ExhibitNo.

Description

Page No.10
.7.2

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.10
.7.3

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
.7.4

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
.7.5

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
.8

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
.9

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
.10

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
.11

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
.12

Schedule identifying agreements substantially identical to the
    Form of Indemnification Agreement constituting Exhibit 10.11
    hereto, filed as Exhibit 10.14 to the Companys
    Registration Statement on Form S-1 (Registration No.
    333-134088), is incorporated herein by reference.*10
.13

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
.14

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
.15

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
.16

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
.17

Employment Agreement, effective as of June 1, 2006, between
    Jerome B. Eisenberg and the Company, filed as Exhibit 10.19 to
    the Companys Registration Statement on Form S-1
    (Registration No. 333-134088), is incorporated herein by
    reference.*10
.18

Employment Agreement, effective as of June 1, 2006, between Marc
    Eisenberg and the Company, filed as Exhibit 10.20 to the
    Companys Registration Statement on Form S-1 (Registration
    No. 333-134088), is incorporated herein by reference.




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##### Table of Contents



ExhibitNo.

Description

Page No.*10
.20

Employment Agreement, effective as of June 1, 2006, between John
    J. Stolte, Jr. and the Company, filed as Exhibit 10.22 to the
    Companys Registration Statement on Form S-1 (Registration
    No. 333-134088), is incorporated herein by reference.*10
.21

Employment Agreement, effective as of August 2, 2004, between
    Emmett Hume and the Company, filed as Exhibit 10.23 to the
    Companys Registration Statement on Form S-1 (Registration
    No. 333-134088), is incorporated herein by reference.10
.21.1

Separation agreement dated July 30, 2007 between the
    Company and Emmet Hume, filed as Exhibit 99.1 to the
    Companys Current Report on Form 8-K dated
    August 3, 2007, is incorporated by reference herein.*10
.22

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
.23

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
.24

Employment Agreement, effective as of October 1, 2006, between
    Robert G. Costantini and the Company, filed as Exhibit 10.26 to
    the Companys Registration Statement on Form S-1
    (Registration No. 333-134088), is incorporated herein by
    reference.10
.25

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
.26

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.16


Letter of J.H. Cohn LLP regarding change in certifying
    accountant, filed as Exhibit 16.1 to the Companys
    Annual Report on
    Form 10-K
    for the year ended December 31, 2006
    (File No. 000-1361983),
    is incorporated herein by reference.21


Subsidiaries of the Company.23
.1

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 Chairman of the Board and Chief Executive
    Officer.31
.2

Certification of the Executive Vice President and Chief
    Financial Officer.32
.1

Certification of the Chairman of the Board and Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act.32
.2

Certification of the 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.