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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,
    2010oro

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

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

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

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


23Item 1B.


Unresolved Staff Comments


42Item 2.


Properties


43Item 3.


Legal Proceedings


43PART IIItem 5.


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


44Item 6.


Selected Financial Data


46Item 7.


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


47Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risks


66Item 8.


Financial Statements and Supplementary Data


67Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


67Item 9A.


Controls and Procedures


67Item 9B.


Other Information


70PART IIIItem 10.


Directors and Executive Officers of the
    Registrant and Corporate Governance


71Item 11.


Executive Compensation


71Item 12.


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


71Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


72Item 14.


Principal Accountant Fees and Services


72PART IVItem 15.


Exhibits and Financial Statement Schedules


72SIGNATURES


73EX-10.7EX-10.11EX-10.12EX-10.13EX-10.14EX-10.15EX-21EX-23.1EX-23.2EX-24EX-31.1EX-31.2EX-32EX-10.7EX-10.11EX-10.12EX-10.13EX-10.14EX-10.15EX-21EX-23.1EX-23.2EX-24EX-31.1EX-31.2EX-32




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




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machine-to-machine
              Our
    Business Strengths and Competitive Advantage
   2




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
    Established global satellite network and proven
    technology.  We believe our global satellite
    network and technology enable us to offer superior products and
    services to the end-users of our communications system in terms
    of comprehensive coverage, reliability and compatibility. Our
    global satellite network provides worldwide coverage, including
    in international waters, allowing end-users to access our
    communications system in areas outside the coverage of
    terrestrial networks, such as cellular, paging, and other
    wireless networks. Our proven technology offers full two-way M2M
    data communication (with acknowledgement of message receipt)
    with minimal
    line-of-sight
    limitations and no performance issues during adverse weather
    conditions, which distinguishes us from other satellite
    communications systems. Our primary satellite orbital planes
    contain five to eight satellites each providing built-in system
    redundancies in the event of a single satellite malfunction. In
    addition, our satellite system uses a single global technology
    standard and eliminates the need for multiple network agreements
    and versions of hardware and software.
    Low cost structure.  We have a significant cost
    advantage over any potential new LEO satellite system competitor
    with respect to our current satellite constellation, because we
    acquired the majority of our current network assets from ORBCOMM
    Global L.P., referred to as the Predecessor Company, and its
    subsidiaries out of bankruptcy for a fraction of their original
    cost. In addition, because our LEO satellites are relatively
    small and deployed into low-Earth orbit, the constellation is
    less expensive and easier to launch and maintain than larger LEO
    satellites and large geostationary satellites. We believe that
    we have less complex and less costly ground infrastructure and
    subscriber communication equipment than other satellite
    communications providers. Our low cost satellite system
    architecture enables us to provide global two-way wireless
    narrowband data communication services to end-users at prices
    that we believe are the lowest in the industry for global
    connectivity.
    Sole commercial satellite operator licensed in the VHF
    spectrum.  We are the sole commercial satellite
    operator licensed to operate in the
    137-150 MHz
    VHF spectrum by the FCC or, to our knowledge, any other national
    spectrum or radio-telecommunications regulatory agency in the
    world. The spectrum that we use was allocated globally by the
    International Telecommunication Union, or ITU, for use by
    satellite fleets such as ours to provide mobile data
    communications service. We are currently authorized, either
    directly or indirectly, to provide our data communications
    service in over 100 countries and territories in
    North America, Europe, South America, Asia, Africa, and
    Australia. VHF spectrum has inherent advantages for M2M data
    communications over systems using shorter wavelength signals.
    The VHF signals used to communicate between our satellites and
    subscriber communicators are not affected by weather and are
    less dependent on
    line-of-sight
    access to our satellites than other satellite communications
    systems. In addition, our longer wavelength signals enable our
    satellites to communicate reliably over longer distances at
    lower power levels. Higher power requirements of commercial
    satellite systems in other spectrum bands are a significant
    factor in their higher cost and technical complexity.
    Significant market lead over satellite-based
    competitors.  We believe that we have a
    significant market lead in providing M2M data communications
    services that meet the coverage and cost requirements in the
    rapidly developing asset management and supply chain markets.
    The process required to establish a new competing
    satellite-based system with the advantages of a VHF system
    includes obtaining regulatory permits to launch and operate
    satellites and to provide communications services, and the
    design, development, construction and launch of a communications
    system. We believe that a minimum of five years and significant
    investments in time and resources would be required for another
    satellite-based M2M data communications service provider to
    develop the capability to offer comparable services.
    Additionally, our VARs and IVARs have made significant
    investments in developing ORBCOMM-based applications which also
    often require substantial lead time to develop.
    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 3




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service providers, such as Asset Intelligence, 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 StarTrak Systems, LLC,
    an innovator and leading provider of tracking solutions for the
    refrigerated transportation market with customers such as
    Maersk, Carrier and Thermo King, and major OEMs, such as
    Caterpillar, Hitachi, Komatsu, and Volvo. We believe our close
    relationships with these distributors and OEMs allows us to work
    closely with them at all stages of application development, from
    planning and design through implementation of our M2M data
    communications services, and to benefit from their
    industry-specific expertise. By fostering these strong
    relationships with distributors and OEMs, we believe that once
    we have become so integrated into our customers planning,
    development, and implementation process, and their equipment, we
    anticipate it will be more difficult to displace us or our
    communication services. In addition, the fixed and mobile assets
    which are tracked, monitored, controlled, and communicated with
    by these customers generally have long useful lives and the cost
    of replacing our communications equipment with an alternative
    service providers equipment could be prohibitive for a
    large numbers of assets.  
    Reliable, low cost subscriber
    communicators.  There are currently two
    independent third party manufacturers that build subscriber
    communicators for our network  Quake Global, Inc
    (Quake) and Digi International, (Digi).
    The cost of communications components necessary for our
    subscriber communicators to operate in the VHF band is
    relatively low as they are based on readily available FM radio
    components. Dual-mode devices are being built that combine other
    communication technologies with satellite technology and will be
    offered to the market at what we believe will be competitive
    prices.  Our
    Strategy
    
    Expand our low cost, multi-channel marketing and distribution
    network of resellers.  We intend to increase
    further the number of resellers that develop, market and
    implement their applications together with our communications
    services and subscriber communicators to end-users. We are also
    focused on increasing the number of OEM and distributor
    relationships with leading companies that own, manage, or
    operate fixed or mobile assets. We are seeking to recruit
    resellers with industry knowledge to develop applications that
    could be used for industries or markets that we do not currently
    serve. Resellers invest their own capital developing
    applications compatible with our system, and they typically act
    as their own agents and systems integrators when marketing these
    applications to end-users, without the need for significant
    investment by us. As a result, we have established a low cost
    marketing and distribution model that is both easily scalable by
    adding resellers or large-scale asset deployers, and allows us
    to penetrate markets without incurring substantial research and
    development costs or sales and marketing costs.
    Expand our international markets.  Our
    international growth strategy is to open new markets outside the
    United States by obtaining regulatory authorizations and
    developing markets for our M2M data communications services to
    be sold in regions where the market opportunity for our OEM
    customers and resellers is greatest. We are currently authorized
    to provide our data communications services in over 100
    countries and territories in North America, Europe, South
    America, Asia, Africa, and Australia, directly or indirectly
    through our multiple international licensees and country
    representatives. We are currently working with 4




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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 who were former licensees of the
    predecessor company left weakened by its bankruptcy, through
    restructuring transactions whereby we obtained greater operating
    control over such regional distributors. We believe that by
    strengthening the financial condition of, and our operating
    control over, these established regional distributors, they will
    be better positioned to promote and distribute our products and
    services and enable us to achieve our market potential in the
    relevant regions.  
    Further reduce subscriber communicator costs and improve
    functionality of communicators.  We are working
    with our subscriber communicator manufacturers to further reduce
    the cost of our subscriber communicators, as well as to develop
    technological advances, including further reductions in size,
    improvements in power management efficiency, increased
    reliability, and enhanced capabilities to capitalize on our
    investment in our next generation satellites. Our ability to
    offer our customers less expensive subscriber communicators that
    are smaller, more efficient and more reliable is key to our
    ability to provide a complete low cost solution to our customers
    and end-users. Additionally, some suppliers have been developing
    a dual-mode device that will allow customers to integrate both a
    satellite and terrestrial communication component into a single
    device.
    Reduce network latency.  Following the launch
    of our next-generation satellites, we expect to reduce the time
    lags in delivering messages and data, or network latency, in
    most regions of the world. We believe this will improve the
    quality and coverage of our system and enable us to increase our
    customer base.
    Introduce new features and services.  We will
    continue to develop and introduce new features and services to
    expand our customer base and increase our revenues. For example,
    as a result of providing terrestrial-based cellular
    communication services, our customers are now able to integrate
    in their applications a terrestrial communications device that
    will allow them to add messages, including data intensive
    messaging from combined satellite and cellular technologies. We
    have upgraded the technology capabilities of our network
    operations center to deliver both satellite and terrestrial
    messages through our ground infrastructure to the ultimate
    destination. We believe that subscriber communicator technology
    advances, such as dual-mode devices, will broaden our
    addressable market by providing attractive combinations of
    bandwidth and coverage at a reasonable price. Dual-mode devices
    combine a satellite subscriber communicator with a cellular
    network subscriber communicator for higher bandwidth
    applications not typical of ORBCOMMs applications.
    Dual-mode devices can also be used as a back channel service for
    terrestrial or satellite-based broadcast-only networks.
    Expand AIS services.  We will continue our
    efforts to restore commercial-level AIS service in the near
    term either through the launch of the first of two AIS-only
    satellites scheduled for the second quarter of 2011, or through
    securing other third-party sources. AIS is a shipboard broadcast
    system that transmits a vessels identification and
    position to aid navigation and improve maritime safety. Current
    terrestrial-based AIS systems provide only limited shore
    coverage and are not able to provide global open ocean coverage.
    Using our communications system, customers had access to AIS
    data well beyond coastal regions in a cost effective and timely
    fashion. Further, we intend to continue working with system
    integrators and maritime information service providers for
    value-added service and to facilitate the sales and distribution
    of AIS data, assuming that its availability can be restored. We
    will continue to work with additional candidates to address the
    various market sectors for AIS data.
    Provide comprehensive technical support, customer service and
    quality control.  We provide our customers 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 5




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OEM customers to facilitate the integration of our M2M data
    communications system with their applications during the
    planning, development and implementation processes and to
    certify that these applications are compatible with our system.
    Our support personnel include professionals with application
    development, in-house laboratory, and hardware design and
    testing capabilities.  Industry
    Overview
    machine-to-machine
    
    Fixed or mobile assets.  Intelligent or
    trackable assets include devices and sensors that collect,
    measure, record or otherwise gather data about themselves or
    their environment to be used, analyzed or otherwise disseminated
    to other machines, applications or human operators and come in
    many forms, including devices and sensors that:  
    Report the location, speed and fuel economy data from trucks and
    locomotives;
    Monitor the location, condition and environmental factors 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 levels in liquid, gas and materials storage tanks;
    Measure water delivery in agricultural pipelines; and
    Monitor environmental conditions in agricultural facilities.  
    Communications network.  The communications
    network enables a connection to take place between the fixed or
    mobile asset and the back-office systems and users of that
    assets data. The proliferation of terrestrial and
    satellite-based wireless networks has enabled the creation of a
    variety of M2M data communications applications. Networks that
    are being used to deliver M2M data include terrestrial
    communications networks, such as cellular, radio paging and WiFi
    networks, and satellite communications networks, utilizing
    low-Earth-orbit or geosynchronous satellites.
    Back-office application or user.  Data
    collected from a remote asset is used in a variety of ways with
    applications that allow the end-user to track, monitor, control
    and communicate with these assets with a greater degree of
    control and with much less time and expense than would be
    required to do so manually. 6




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Market
    Opportunity
  Commercial
    transportation
        Heavy
    equipment
  time-of-use
    Fixed
    asset monitoring
  on-site
 7




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Electrical
    Grid Monitoring
    Marine
    vessels
    Government
    and homeland security
      Consumer
    transportation
    back-up
 8




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




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Market

Select Customers/End-Users

Representative Applications

Key BenefitsCommercial transportation

 ID Systems
     Volvo Construction Equipment
     XATA Corporation
     StarTrak

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

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

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

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

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

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

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

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

   Recreational boaters*
       Skymate, Inc.
       Atlantic Electronics
       Commercial fishing fleets

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

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

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

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

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




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Wireless
    subscriber identity modules (SIMS)
    Customers
    Revenues
    in Foreign Geographic Areas
    Key
    Strategic Relationships
  Asset
    Intelligence, a subsidiary of I.D. Systems, Inc.
      machine-to-machine
  StarTrak
    Systems, LLC.
   11




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Sales,
    Marketing and Distribution
    
  VARs and IVARs.
    International licensees and country
    representatives.
 12




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sub-licensees
          Competition
    Terrestrial
    tower-based networks
   13




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back-up
  Low-Earth
    orbit mobile satellite service providers
    Geostationary
    satellite service providers
    Research
    and Development
    Backlog
      Orbcomm
    Communications System
  Overview
  store-and-forward
 14




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
    The space segment, which consists of a constellation of 27
    operational satellites in multiple orbital planes between 435
    and 550 miles above the Earth (four primary planes of five
    to eight satellites each) operating in the VHF band;
    The ground and control segment, which consists of sixteen
    gateway earth stations, three regional gateway control centers,
    a network control center in Dulles, Virginia including a
    redundant backup control center in the state of Washington,
    through which data sent to and from satellite subscriber
    communicators are routed, including a communications node for
    terrestrial services through which data sent to and from
    terrestrial units are routed; and
    The subscriber segment, which consists of satellite subscriber
    communicators and cellular terrestrial units, or wireless modems
    incorporating SIMS used by end-users to transmit and receive
    messages to and from their assets and our system.  e-mail
  store-and-forward
  e-mail end-to-end
  System
    Status
  Coast
    Guard Demonstration (CDS) and Quick-Launch
    Satellites
   15




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Next-Generation
    Satellite Launch
    payload-to-bus
  satellite-to-launch
 16




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AIS
    Satellite Deployment and License Agreement
      First
    Generation Satellite Health
   17




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Gateway
    Health
  month-to-month
  Network
    Capacity
   18




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Regulation
    of Our System in the United States
  FCC
    authorization
    inter alia
    License
    renewal
    FCC
    license conditions
     19




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Non-common
    carrier status
  truth-in-billing
  United
    States import and export control regulations
    Regulation
    of our System in Other Countries
  Communications
    services
  and/or and/or
    and/or
 20




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Non-U.S.
    gateway earth stations
    Equipment
    standards
  and/or and/or
  International
    Regulation of our System
         21




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

Age

Position(s)Marc J. Eisenberg


44


Chief Executive Officer and PresidentRobert G. Costantini


51


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


51


Executive Vice President  Technology and OperationsChristian G. Le Brun


43


Executive Vice President and General CounselBrian J. Bell


44


Executive Vice President  Sales and Marketing   Marc J. Eisenberg
 22




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Robert G. Costantini
  John J. Stolte, Jr.
  Christian G. Le Brun
  Brian J. Bell 1996-2004,
  Item 1A.
    Risk
    Factors  Set forth below and elsewhere in this Annual Report on
    Form 10-K
    are risks and uncertainties that could cause actual results to
    differ materially from the results contemplated by the
    forward-looking statements contained in this Annual Report on
    Form 10-K.
    Any of these risks could also materially and adversely affect
    our business, financial condition or the price of our common
    stock. Because of the following factors, as well as other
    variables affecting our operating results, past financial
    performance should not be considered as a reliable indicator of
    future performance and investors should not use historical
    trends to anticipate results or trends in future periods.
 23




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Risks
    Relating to Our Business
  A
    global recession and continued worldwide credit and capital
    constraints could adversely affect us.
    
    potential declines in revenues, profitability and cash flow due
    to reduced orders for our products and services, payment delays
    or other factors caused by economic challenges faced by our
    customers, end-users and prospective customers and end-users;
    potential adverse impacts on our ability and our customers
    and vendors ability to access credit and capital
    sources; and
    potential reprioritization by our customers, end-users and
    prospective customers and end-users of resources away from
    investments in capital improvements, equipment, vehicles or
    vessels which use our products and services including in the
    transportation market among other markets which use our products
    and services.    Our
    business plan depends on both increased demand for mobile
    satellite services and our ability to successfully implement
    it.
      
    our ability to maintain the health, capacity and control of our
    existing satellite network;
    the ability of our vendors to successfully complete the design,
    build and launch of our next-generation satellites and related
    ground infrastructure, products and services and, once launched,
    our ability to maintain the health, capacity and control of such
    satellite constellation;
    the level of market acceptance and demand for our products and
    services;
    our ability to introduce innovative new products and services
    that satisfy market demand;
    our ability to sell our products and services in additional
    countries;
    the ability of our OEMs, VARs and IVARs to market and distribute
    their products, services and applications effectively and their
    continued development of innovative and improved solutions and
    applications for our products and services;
    our ability to restore commercial-level AIS satellite
    service in the near term either through the launch of the first
    of two AIS-only satellites scheduled in the second quarter of
    2011, or through securing other third-party sources;
    the effectiveness of our competitors in developing and offering
    similar services and products; and
    our ability to maintain competitive prices for our products and
    services and control costs. 24




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We
    have incurred substantial operating losses and are incurring net
    losses. We anticipate additional future losses. We must increase
    our revenues to become profitable.
      We may
    need additional capital to complete our capital expenditure
    plans, which may not be available to us when we need it on
    favorable terms, or at all. Our next-generation satellites may
    not be completed on time, and the costs associated with it may
    be greater than expected.
      
    lower than anticipated internally generated cash flows;
    engineering or manufacturing performance falling below expected
    levels of output or efficiency;
    denial or delays in receipt of regulatory approvals or
    non-compliance with conditions imposed by regulatory authorities;
    the breakdown or failure of equipment or systems;
    non-performance by third-party contractors, including the prime
    system contractor and associated subcontractors;
    the breakdown or failure of equipment or systems;
    the inability to license necessary technology on commercially
    reasonable terms or at all; 25




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
    use of a new or unproven launch vehicle;
    launch delays or failures or in-orbit satellite failures once
    launched or the decision to manufacture additional replacement
    satellites for future launches;
    labor disputes or disruptions in labor productivity or the
    unavailability of skilled labor;
    changes in project scope;
    additional requirements imposed by changes in laws; and
    severe weather or catastrophic events such as fires,
    earthquakes, storms or explosions.    We
    incur significant costs as a result of operating as a public
    company, and our management devotes substantial time to new
    compliance requirements.
    If
    end-users do not accept our services and the applications
    developed by VARs or we cannot obtain or maintain the necessary
    regulatory approvals or licenses for particular countries or
    territories, we will fail to attract new customers and our
    business will be harmed.
    line-of-sight
   26




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##### Table of Contents



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 and in early 2009, we commenced
    the commercialization of our new satellite-based AIS service,
    which has been interrupted and makes it difficult to evaluate
    your investment in us.
    
    Successfully design, construct, launch, place in commercial
    service, operate and maintain our AIS payload equipped
    next-generation satellites in a timely and cost-efficient manner;
    ability to restore commercial-level AIS satellite service
    in the near term either through the launch of the first of two
    AIS-only satellites, or through securing other third party
    sources;
    develop licensing and distribution arrangements in key markets
    within and outside the United States sufficient to capture and
    retain an adequate customer base;
    install the necessary ground infrastructure and obtain and
    maintain the necessary regulatory and other approvals in key
    markets outside the United States, by our own efforts or through
    our existing or future international licensees, to expand our
    business internationally; and
    successfully attract and maintain manufacturers that provide for
    the timely design, manufacture and distribution of subscriber
    communicators in sufficient quantities, with appropriate
    functional characteristics and at competitive prices, for
    various applications.   27




---



##### Table of Contents



The
    CDS and all of the five quick-launch satellites experienced
    anomalies that subsequently resulted in a loss of contact with
    these satellites.
    Our
    success in generating sufficient cash from operations to fund a
    portion of the cost of constructing, launching and insuring our
    next-generation satellites will depend in part on the market
    acceptance and our ability to restore AIS data service in a
    timely manner, which may not occur.
      
    our ability to restore commercial-level AIS Satellite
    service in the near term either through the launch of the first
    of two AIS-only satellites, or through securing other
    third-party sources;
    the actual size of the addressable market;
    our ability to provide attractive service offerings at
    competitive prices to our target markets;
    the effectiveness of our competitors in developing and offering
    alternative technologies or lower priced services; and
    general and local economic conditions.    We
    rely on third parties to market and distribute our services to
    end-users. If these parties are unwilling or unable to provide
    applications and services to end-users, our business will be
    harmed.
   28




---



##### Table of Contents



Defects
    or errors in applications could result in end-users not being
    able to use our services, which would damage our reputation and
    harm our financial condition.
    Because
    we depend on a few significant customers for a substantial
    portion of our revenues, the loss or decline or slowdown in
    growth in business in any of these customers could seriously
    harm our business.
    If our
    international licensees and country representatives are not
    successful in establishing their businesses outside of the
    United States, the prospects for our business will be
    limited.
  and/or and/or and/or
 29




---



##### Table of Contents



Some
    of our international licensees and country representatives are
    experiencing significant operational and financial difficulties
    and have in the past defaulted on their obligations to
    us.
  and/or
      
    difficulties in penetrating new markets due to established and
    entrenched competitors;
    difficulties in developing products and services that are
    tailored to the needs of local customers;
    lack of local acceptance or knowledge of our products and
    services;
    lack of recognition of our products and services;
    unavailability of or difficulties in establishing relationships
    with distributors;
    significant investments, including the development, deployment
    and maintenance of dedicated gateway earth stations or other
    ground infrastructure as certain countries require physical
    gateways within their jurisdiction to connect the traffic coming
    to and from their territory;
    instability of international economies and governments;
    changes in laws and policies affecting trade and investment in
    other jurisdictions; 30




---



##### Table of Contents




    exposure to varying legal standards, including intellectual
    property protection and foreign state ownership laws, in other
    jurisdictions;
    difficulties in obtaining required regulatory authorizations;
    difficulties in enforcing legal rights in other jurisdictions;
    local domestic ownership requirements;
    changing and conflicting national and local regulatory
    requirements; and
    foreign currency exchange rates and exchange controls.    We
    currently are unable to offer near-real-time service
    in important regions of the world due to the absence of gateway
    earth stations in those areas, which is limiting our growth and
    our ability to compete.
    A
    natural disaster could diminish our ability to provide
    communications service.
    We
    rely on a limited number of manufacturers for our subscriber
    communicators. If we are unable to, or cannot find third parties
    to, manufacture a sufficient quantity of subscriber
    communicators at a reasonable price, the prospects for our
    business will be negatively impacted.
  cost-effective
   31




---



##### Table of Contents



We
    depend on recruiting and retaining qualified personnel and our
    inability to do so would seriously harm our
    business.
    Our
    management team is subject to a variety of demands for its
    attention and rapid growth which could further strain our
    management and other resources and have a material adverse
    effect on our business, financial condition and results of
    operations.
    Pursuing
    strategic transactions may cause us to incur additional
    risks.
      We may
    be subject to litigation proceedings that could adversely affect
    our business.
   32




---



##### Table of Contents



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 relies on our ability to maintain our FCC
    licenses.
   33




---



##### Table of Contents



inter alia
    Our
    business would be harmed if our international licensees and
    country representatives fail to acquire and retain all necessary
    regulatory approvals; we are currently unable to offer service
    in important regions of the world due to regulatory
    requirements, which is limiting our growth and our ability to
    compete.
  and/or and/or
    There
    are numerous risks inherent to our international operations that
    are beyond our control.
  country-by-country region-by-region
 34




---



##### Table of Contents



We do
    not currently maintain in-orbit or other insurance for our
    satellites.
            Our
    business relies on intellectual property, some of which third
    parties own and we or our customers may inadvertently infringe
    upon their patents and proprietary rights.
   35




---



##### Table of Contents



If we
    become subject to unanticipated domestic or foreign tax or fee
    liabilities, it could materially increase our
    costs.
    Our
    proposed acquisition of the StarTrak Systems business of Alanco
    Technologies, Inc. (Alanco) may expose us to
    additional risks.
    
    risks that the closing of the transaction is substantially
    delayed or that the transaction does not close;
    difficulties in assimilating the StarTrak operations or
    products, including the loss of key employees from StarTrak
    business and disruption to our existing business;
    diversion of managements attention from our existing
    business;
    the expenses of the proposed transaction;
    adverse effects on existing business relationships with
    suppliers and customers; and
    risks of operating in markets with products, software and
    services in which we have limited experience.    Risks
    Related to our Technology
  New
    satellites are subject to launch failures, delays and cost
    overruns, the occurrence of which can materially and adversely
    affect our operations and business.
   36




---



##### Table of Contents



Our
    satellites have a limited operating life; all of our recently
    launched satellites have failed and others have degraded over
    time resulting in increased system latencies. If we are unable
    to deploy replacement satellites, our services will be harmed
    and materially adversely affect our operations and
    business.
  third-party
    We are
    dependent on a limited number of suppliers to provide the
    payload, bus and launch vehicle for our next-generation
    satellites and any increased cost, delay or disruption in the
    supply of these components and related services will adversely
    affect our ability to replenish our satellite constellation and
    adversely impact our business, financial condition and results
    of operations.
     37




---



##### 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;
    Power system failures that result in a shut-down or loss of the
    satellite;
    Attitude control system failures that degrade or cause the
    inoperability of the satellite;
    Transmitter or receiver failures that degrade or cause the
    inability of the satellite to communicate with subscriber
    communicator units or gateway earth stations
    Communications system failures that affect overall system
    capacity; and
    Satellite computer or processor failures that impair or cause
    the inoperability of the satellites.  
    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.  third-party
  and/or
 38




---



##### Table of Contents



Our
    system could fail to perform or perform at reduced levels of
    service because of technological malfunctions, satellite
    failures or deficiencies or events outside of our control, which
    would seriously harm our business and reputation.
  Form 10-K
  All
    operational satellites are subject to the possibility to be
    impacted by space debris or another spacecraft.
    Much
    of the hardware and software we use in operating our gateway
    earth stations was designed and manufactured over ten years ago
    and could be more difficult and expensive to service, upgrade or
    replace.
   39




---



##### Table of Contents



Technical
    or other difficulties with our gateway earth stations could harm
    our business.
    Rapid
    and significant technological changes in the satellite
    communications industry may impair our competitive position and
    require us to make significant additional capital
    expenditures.
    Our
    networks and those of our third-party service providers may be
    vulnerable to security risks.
   40




---



##### Table of Contents



Risks
    Related to an Investment in our Common Stock
  The
    price of our common stock has been, and may continue to be,
    volatile and your investment may decline in value.
    
    further failure of our current or future satellites or a delay
    in the launch of our next-generation satellites;
    liquidity of the market in, and demand for, our common stock;
    changes in expectations as to our future financial performance
    or changes in financial or subscriber growth estimates, if any,
    of market analysts;
    actual or anticipated fluctuations in our results of operations,
    including quarterly results;
    our financial or subscriber growth performance failing to meet
    the expectations of market analysts or investors;
    our ability to raise additional funds to meet our capital needs;
    the outcome of any litigation by or against us, including any
    judgments favorable or adverse to us;
    conditions and trends in the end markets we serve and changes in
    the estimation of the size and growth rate of these markets;
    announcements relating to our business or the business of our
    competitors;
    investor perception of our prospects, our industry and the
    markets in which we operate;
    changes in our pricing policies or the pricing policies of our
    competitors;
    loss of one or more of our significant customers;
    changes in governmental regulation;
    changes in market valuation or earnings of our competitors;
    investor perception of and confidence in capital markets and
    equity investments; and
    general economic conditions.    class-action
  If
    securities or industry analysts do not publish research or
    publish inaccurate or unfavorable research about our business,
    our stock price and trading volume could decline.
   41




---



##### Table of Contents



We are
    subject to anti-takeover provisions which could affect the price
    of our common stock.
  2 3
  If
    persons engage in short sales of our common stock, the price of
    our common stock may decline.
    We do
    not expect to pay dividends on our common stock in the
    foreseeable future.
    Item 1B.
    Unresolved
    Staff Comments   42




---



##### Table of Contents



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/aHartebeesthoek, South Africa

Owned

n/aKijal, Malaysia

Owned

n/aOcilla, Georgia

Leased

March 2013Kitaura-town, Japan

Leased

March 2012East Wenatchee, Washington

Leased

Month to Month     Item 3.
    Legal
    Proceedings   43




---



##### Table of Contents



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


LowYear ended December 31, 2010Quarter ended December 31, 2010

$
2.74


$
2.20Quarter ended September 30, 2010

$
2.43


$
1.64Quarter ended June 30, 2010

$
2.39


$
1.75Quarter ended March 31, 2010

$
2.76


$
2.02Year ended December 31, 2009Quarter ended December 31, 2009

$
3.23


$
2.04Quarter ended September 30, 2009

$
2.89


$
1.49Quarter ended June 30, 2009

$
2.13


$
1.25Quarter ended March 31, 2009

$
2.96


$
1.16     Warrants
    Dividend
    Payments and Policy
     44




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##### Table of Contents



Stock
    Performance Graph
      COMPARISON
    OF 50 MONTH CUMULATIVE TOTAL RETURN*
 Among ORBCOMM Inc., The Russell 2000 Index
 And The NASDAQ Telecommunications Index
  
  11/3/06 10/31/06
  11/3/06


12/31/06


12/31/07


12/31/08


12/31/09


12/31/10ORBCOMM Inc.



100.00




113.81




81.16




27.87




34.84




33.42Russell 2000



100.00




102.97




101.36




67.11




85.35




108.27NASDAQ Telecommunications



100.00




108.56




120.72




70.53




97.62




107.14  45




---



##### Table of Contents



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

2010


2009


2008


2007


2006(1)(In thousands, except per share data)Service revenues

$
34,257


$
27,143


$
23,811


$
17,707


$
11,542Product sales


2,419



423



3,498



1,524



235Total revenues


36,676



27,566



27,309



19,231



11,777Costs and expenses:Costs of services


12,683



26,891



9,800



7,982



8,704Costs of product sales


1,511



260



2,172



683



24Selling, general and administrative


16,728



17,172



18,879



17,583



15,684Product development


663



714



643



648



1,224Gains on customer claims settlements










(1,368
)






Impairment charges-satellite network


6,509



29,244











Insurance recovery-satellite network






(44,250
)










Total costs and expenses


38,094



30,031



30,126



26,896



25,636Loss from operations


(1,418
)


(2,465
)


(2,817
)


(7,665
)


(13,859
)Other income


10



110



558



5,074



2,616Pre-control earnings of consolidated subsidiary










128







Loss from continuing operations before income taxes


(1,408
)


(2,355
)


(2,387
)


(2,591
)


(11,243
)Income taxes (benefit)


(216
)














Loss from continuing operations


(1,192
)


(2,355
)


(2,387
)


(2,591
)


(11,243
)Income (loss) from discontinued operations(2)


(3,753
)


(954
)


(1,682
)


(998
)


28Net loss


(4,945
)


(3,309
)


(4,069
)


(3,589
)


(11,215
)Less: Net income attributable to the noncontrolling interests(3)


224



130



471







Net loss attributable to ORBCOMM Inc.

$
(5,169
)

$
(3,439
)

$
(4,540
)

$
(3,589
)

$
(11,215
)Net loss applicable to common shares

$
(5,169
)

$
(3,439
)

$
(4,540
)

$
(3,589
)

$
(29,646
)Per share information-basic and diluted:Loss from continuing operations

$
(0.04
)

$
(0.06
)

$
(0.07
)

$
(0.07
)

$
(2.80
)Income (loss) from discontinued operations


(0.09
)


(0.02
)


(0.04
)


(0.02
)


0.00Net loss attributable to ORBCOMM Inc.

$
(0.13
)

$
(0.08
)

$
(0.11
)

$
(0.09
)

$
(2.80
)Weighted average common shares outstanding:Basic and diluted


42,586



42,404



41,984



39,706



10,601  46




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##### Table of Contents



As of December 31,2010


2009


2008


2007


2006(In thousands)Cash and cash equivalents

$
17,026


$
65,292


$
75,370


$
115,587


$
62,139Marketable securities


67,902



26,145











38,850Working capital


81,810



85,572



67,236



106,716



100,887Satellite network and other equipment, net


71,684



73,208



92,772



49,369



29,079Intangible assets, net


1,114



2,600



4,086



5,572



7,058Total assets


171,469



181,059



191,367



181,823



148,093Note payable  related party


1,416



1,398



1,244



1,170



879Total equity(3)


158,119



160,918



163,051



160,849



128,712     (1)
    
    On November 8, 2006, we completed our initial public
    offering of 9,230,800 shares of common stock at a price of
    $11.00 per share. After deducting underwriting discounts and
    commissions and offering expenses we received proceeds of
    approximately $89.5 million. From these net proceeds we
    paid accumulated and unpaid dividends totaling $7.5 million
    to the holders of Series B preferred stock, a
    $3.6 million contingent purchase price payment relating to
    the acquisition of our interest in Satcom International Group
    plc and $10.1 million to the holders of Series B
    preferred stock in connection with obtaining consents required
    for the conversion of the Series B preferred stock into
    common stock. All outstanding shares of Series A and B
    preferred stock automatically converted into
    21,383,318 shares of common stock.(2)
    
    The amounts reflected above have been recast to reflect all
    adjustments necessary to present the assets, liabilities and the
    related results of operations of Stellar as discontinued
    operations.(3)
    
    In 2008, amounts have been recast for noncontrolling interests.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis should be read in
    conjunction with our Consolidated Financial Statements and Notes
    which appear elsewhere in this Annual Report on
    Form 10-K.
    This discussion contains forward-looking statements that involve
    risks, uncertainties and assumptions. Our actual results could
    differ materially from those anticipated in these forward-
    looking statements as a result of various factors, including
    those set forth in Part I, Item 1A.Risk
    Factors and elsewhere in this Annual Report on
    Form 10-K.
  Organization
    Overview
   47




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##### Table of Contents



machine-to-machine
      Satellite
    replenishments
   48




---



##### Table of Contents



Next-Generation
    Satellites
      AIS
    microsatellites
    Satellite
    impairments and insurance recovery
           49




---



##### Table of Contents



ORBCOMM
    Japan
       50




---



##### Table of Contents



Cost
    Method Investment
      Discontinued
    Operations
          Services
    Agreement with AI (now a subsidiary of I.D. Systems, Inc. and
    formerly a division of GE)
    machine-to-machine
 51




---



##### Table of Contents



EBITDA
      The following table reconciles our net loss to EBITDA for the
    periods shown:
  Years Ended December 31,2010


2009


2008(In thousands)Net loss attributable to ORBCOMM Inc.

$
(5,169
)

$
(3,439
)

$
(4,540
)Income tax benefit


(216
)






Interest income


(218
)


(85
)


(1,599
)Interest expense


192



193



199Depreciation and amortization


4,317



19,132



3,236EBITDA

$
(1,094
)

$
15,801


$
(2,704
)      52




---



##### Table of Contents



Revenues
          Costs and
    expenses
       53




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
    Revenue
    recognition
       54




---



##### Table of Contents



Out-of-pocket
    Costs
    of services
    Accounts
    receivable
   55




---



##### Table of Contents



Satellite
    network and other equipment
        Long-lived
    assets
    Capitalized
    development costs
    Income
    taxes
   56




---



##### Table of Contents



Loss
    contingencies
    Share-based
    Compensation
           57




---



##### Table of Contents



Years Ended December 31,2010

2009

2008Risk-free interest rate

1.77% to 2.65%

2.15% to 2.34%

2.50% to 3.20%Expected life (years)

5.5 and 6.00

5.5 and 6.00

5.5 and 6.00Estimated volatility

83.30% to 85.95%

55.03% and 85.30%

43.98% to 48.98%Expected dividends

None

None

None   2004
    Stock Option Plan
    Results
    of Operations
  Revenues
    Years Ended December 31,2010


2009


2008% of





% of





% ofTotal





Total





TotalService revenues

$
34,257



93.4
%

$
27,143



98.5
%

$
23,811



87.2
%Product sales


2,419



6.6
%


423



1.5
%


3,498



12.8
%$
36,676



100.0
%

$
27,566



100.0
%

$
27,309



100.0
%   2010 vs. 2009:
  2009 vs. 2008
  Service
    revenues
  2010 vs. 2009:
    2009 vs. 2008:
 58




---



##### Table of Contents



Product
    sales
  2010 vs. 2009:
  2009 vs. 2008:
  Costs
    of services
    2010 vs. 2009:
  2009 vs. 2008:
  Costs
    of product sales
   59




---



##### Table of Contents



2010 vs. 2009:
    2009 vs. 2008:
  Selling,
    general and administrative expenses
    2010 vs. 2009:
  2009 vs. 2008:
  Product
    development expenses
    2010 vs. 2009:
  2009 vs. 2008:
  Gain
    on customer claims settlements
       60




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##### Table of Contents



Impairment
    charges and insurance recovery  satellite
    network
            Other
    income (expense)
    2010 vs. 2009:
  2009 vs. 2008:
  Pre-control
    earnings in subsidiary
      Provision
    for Income tax (provision) benefit
   61




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##### Table of Contents



Loss
    from continuing operations before income taxes
  2010 vs. 2009:
  2009 vs. 2008:
  Loss
    from discontinued operations
  2010 vs. 2009:
  2009 vs. 2008:
  Noncontrolling
    interests
    Net
    loss attributable to ORBCOMM Inc.
  2010 vs. 2009:
  2009 vs. 2008:
  Liquidity
    and Capital Resources
  Overview
    Operating
    activities
     62




---



##### Table of Contents



Investing
    activities
           63




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##### 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 YearsNext-generation procurement agreements

$
116,175


$
26,882


$
89,293


$
AIS satellite deployment and license agreement


2,196



1,711



364



121Operating leases


3,439



1,130



2,258



51$
121,810


$
29,723


$
91,915


$
172   Next
    Generation procurement agreements
         64




---



##### Table of Contents



payload-to-bus
    satellite-to-launch
        AIS
    Satellite Deployment and License Agreement
   65




---



##### Table of Contents



Operating
    leases
    Related
    parties
    Off-
    Balance sheet Arrangements
    Recent
    Accounting Pronouncements
  No. 2009-13, Revenue Recognition ASC 605-25 605-25), Multiple Deliverable Revenue Arrangements. No. 2009-13 No. 2009-13
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    rate risk
    Effects
    of inflation risk
    Foreign
    currency risk
     66




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##### Table of Contents



Concentration
    of credit risk
    Years Ended December 31,2010


2009


2008Komatsu Ltd.


13.1
%


11.3
%


Caterpillar Inc.


12.8
%


16.2
%


11.9
%Hitachi Construction Machinery Co., Ltd.


11.3
%






15.8
%AI, formerly a division of General Electric


11.7
%


15.6
%


17.5
%     Vendor
    risk
    Item 8.
    Financial
    Statements and Supplementary Data  page F-1 Form 10-K.
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  10-K, Rules 13a-15(e) 15d-15(e)
   67




---



##### Table of Contents



Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f).
  Changes
    in Internal Control over Financial Reporting
   68




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework
        Internal Control  Integrated
    Framework
    
    69




---



##### Table of Contents



Item 9B.
    Other
    information   70




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Identification
    of Directors
    Identification
    of Executive Officers
  Form 10-K.
  Identification
    of Audit Committee and Audit Committee Financial
    Expert
    Material
    Changes to Procedures for Recommending Directors
    Compliance
    with Section 16(a) of the Exchange Act
    Code of
    Ethics
    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Beneficial
    Ownership
    Equity
    Compensation Plan Information
   71




---



##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statements Schedules  (a)(1) Financial Statements
  page F-1.
  (a)(2) Financial Statement Schedules
  Schedule II- page F-1
    (a)(3) Exhibits
   72




---



##### Table of Contents



SIGNATURES      By:
    /s/  Marc
    J. Eisenberg       Signature

Title/s/  Marc
    J. EisenbergMarc
    J. Eisenberg

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

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

Director/s/  Didier
    Delepine*Didier
    Delepine

Director/s/  Timothy
    Kelleher*Timothy
    Kelleher

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

Director/s/  John
    Major*John
    Major

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

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

Director/s/  Robert
    G. CostantiniRobert
    G. Costantini

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

/s/  Christian
    G. LeBrunChristian
    G. LeBrun,
    Attorney-in-Fact**   **
    
    By authority of the power of attorney filed as Exhibit 24
    hereto. 73




---



##### 



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


F-2Report of Independent Registered Public
    Accounting Firm


F-3Consolidated Balance Sheets as of
    December 31, 2010 and 2009


F-4Consolidated Statements of Operations for the
    years ended December 31, 2010, 2009 and 2008


F-5Consolidated Statements of Cash Flows for the
    years ended December 31, 2010, 2009 and 2008


F-6Consolidated Statements of Changes in Equity and
    Comprehensive Loss for the years ended December 31, 2010,
    2009 and 2008


F-7Notes to Consolidated Financial Statements


F-8Schedule II  Valuation and
    Qualifying Accounts


F-33   F-1




---



##### Table of Contents



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




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     F-3




---



##### Table of Contents



ORBCOMM
    Inc.
  Consolidated Balance Sheets
 (in thousands, except share data)
  December 31,2010


2009ASSETSCurrent assets:Cash and cash equivalents

$
17,026


$
65,292Restricted cash


1,000



1,000Marketable securities


67,902



26,145Accounts receivable, net of allowances for doubtful accounts of
    $557 and $803


4,536



3,574Inventories


172



78Prepaid expenses and other current assets


1,377



1,218Deferred income taxes


117



Current assets held for sale






778Total current assets


92,130



98,085Satellite network and other equipment, net


71,684



73,208Intangible assets, net


1,114



2,600Restricted cash


3,030



2,980Other investment


2,278



Deferred income taxes


141



Other assets


1,092



1,354Long term assets held for sale






2,832Total assets

$
171,469


$
181,059LIABILITIES AND EQUITYCurrent liabilities:Accounts payable

$
2,143


$
2,642Accrued liabilities


6,043



5,610Current portion of deferred revenue


2,134



3,849Current liabilities related to assets held for sale






412Total current liabilities


10,320



12,513Note payable  related party


1,416



1,398Deferred revenue, net of current portion


1,239



6,230Other liabilities


375



Total liabilities


13,350



20,141Commitments and contingenciesEquity:ORBCOMM Inc. stockholders equityCommon stock, par value $0.001; 250,000,000 shares
    authorized; 42,616,950 and 42,455,531 shares issued and
    outstanding


43



42Additional paid-in capital


234,125



230,512Accumulated other comprehensive income


1,126



76Accumulated deficit


(76,584
)


(71,415
)Total ORBCOMM Inc. stockholders equity


158,710



159,215Noncontrolling interests


(591
)


1,703Total equity


158,119



160,918Total liabilities and equity

$
171,469


$
181,059    F-4




---



##### Table of Contents



ORBCOMM
    Inc.Consolidated Statements of Operations
 (in thousands, except per share data)
  Years Ended December 31,2010


2009


2008Revenues:Service revenues

$
34,257


$
27,143


$
23,811Product sales


2,419



423



3,498Total revenues


36,676



27,566



27,309Costs and expenses (1):Costs of services


12,683



26,891



9,800Costs of product sales


1,511



260



2,172Selling, general and administrative


16,728



17,172



18,879Product development


663



714



643Impairment charges-satellite network


6,509



29,244



Insurance recovery-satellite network






(44,250
)


Gains on customer claims settlements










(1,368
)Total costs and expenses


38,094



30,031



30,126Loss from operations


(1,418
)


(2,465
)


(2,817
)Other income (expense):Interest income


218



85



1,599Other income (expense)


(16
)


218



(842
)Interest expense


(192
)


(193
)


(199
)Total other income


10



110



558Loss from continuing operations before pre-control earnings
    of consolidated subsidiary and income taxes


(1,408
)


(2,355
)


(2,259
)Less: Pre-control earnings of consolidated subsidiary










128Loss from continuing operations before income taxes


(1,408
)


(2,355
)


(2,387
)Income taxes (benefit)


(216
)






Loss from continuing operations


(1,192
)


(2,355
)


(2,387
)Loss from discontinued operations


(3,753
)


(954
)


(1,682
)Net loss


(4,945
)


(3,309
)


(4,069
)Less: Net income attributable to the noncontrolling interests


224



130



471Net loss attributable to ORBCOMM Inc.

$
(5,169
)

$
(3,439
)

$
(4,540
)Net loss attributable to ORBCOMM Inc.:Loss from continuing operations

$
(1,416
)

$
(2,485
)

$
(2,858
)Loss from discontinued operations


(3,753
)


(954
)


(1,682
)Net loss attributable to ORBCOMM Inc.

$
(5,169
)

$
(3,439
)

$
(4,540
)Per share information-basic and diluted:Loss from continuing operations

$
(0.03
)

$
(0.06
)

$
(0.07
)Loss from discontinued operations


(0.09
)


(0.02
)


(0.04
)Net loss attributable to ORBCOMM Inc.

$
(0.12
)

$
(0.08
)

$
(0.11
)Weighted average common shares outstanding:Basic and diluted


42,586



42,404



41,984(1) Stock-based compensation included in costs and
    expenses:Costs of services

$
111


$
65


$
119Selling, general and administrative


2,082



1,438



3,467Product development


18



8



57$
2,211


$
1,511


$
3,643    F-5




---



##### Table of Contents



ORBCOMM
    Inc.Consolidated Statements of Cash Flows
 (in thousands)
  Years Ended December 31,2010


2009


2008Cash flows from operating activities:Net loss

$
(4,945
)

$
(3,309
)

$
(4,069
)Adjustments to reconcile net loss to net cash provided byoperating activities:Change in allowance for doubtful accounts


(246
)


698



(159
)Depreciation and amortization


4,317



19,115



3,174Accretion on note payable  related party


131



131



131Stock-based compensation


2,211



1,511



3,643Foreign exchange losses (gains)


47



(217
)


839Amortization of premium on marketable securities


1,164



72



Deferred income taxes


(258
)






Common stock dividend received from other investment


(28
)






Gain on settlement of vendor liabilities


(220
)






Impairment charge and loss on sale of Stellar


3,306







Impairment charge-satellite network


6,509Gain on insurance settlement-satellite network






(15,006
)


Loss on disposal of equipment










13Pre-control earnings of consolidated subsidiary










128Non-cash portion of gains on customer claims settlements










(882
)Gain on expiration of gateway purchase option










(325
)Changes in operating assets and liabilities, net of acquisition:Accounts receivable


(1,440
)


(705
)


1,676Inventories


(79
)


77



228Prepaid expenses and other assets


(64
)


532



(837
)Accounts payable and accrued liabilities


(320
)


286



(264
)Deferred revenue


(6,911
)


(1,069
)


963Other liabilities


319







Net cash provided by operating activities of continuing
    operations


3,493



2,116



4,259Net cash (used in) provided by operating activities of
    discontinued operations


(51
)


949



(312
)Net cash provided by operating activities


3,442



3,065



3,947Cash flows from investing activities:Capital expenditures


(7,171
)


(32,486
)


(40,044
)Purchases of marketable securities


(143,224
)


(26,217
)


Proceeds from maturities of marketable securities


100,303







Change in restricted cash


(50
)


1,700



(5,680
)Purchase of other investment


(1,356
)






Proceeds of insurance settlement-satellite network






44,250



Cash acquired from step acquisition of subsidiary










366Net cash used in investing activities of continuing operations


(51,498
)


(12,753
)


(45,358
)Net cash provided by (used in) investing activities of
    discontinued operations


48



(208
)


(245
)Net cash used in investing activities


(51,450
)


(12,961
)


(45,603
)Cash flows from financing activities:Purchase of noncontrolling ownership interests in ORBCOMM Japan


(768
)






Proceeds from exercise of warrants and options










342Payment of offering costs in connection with initial and
    secondary public offerings










(40
)Net cash (used in) provided by financing activities from
    continuing operations


(768
)






302Net cash (used in) provided by financing activities


(768
)






302Effect of exchange rate changes on cash and cash
    equivalents


510



(182
)


1,137Net decrease in cash and cash equivalents


(48,266
)


(10,078
)


(40,217
)Cash and cash equivalents:Beginning of year


65,292



75,370



115,587End of year

$
17,026


$
65,292


$
75,370Supplemental cash flow disclosures (Note 20)    F-6




---



##### Table of Contents



ORBCOMM
    Inc.Consolidated Statements of
    Changes in Equity and Comprehensive Loss
    
    Years ended December 31, 2010, 2009 and 2008
    (in thousands, except share data)
  AccumulatedAdditional


otherCommon stock


paid-in


comprehensive


Accumulated


Noncontrolling


Total


ComprehensiveShares


Amount


capital


income (loss)


deficit


Interests


equity


lossBalances, January 1, 2008


41,658,066



42



224,899



(656
)


(63,436
)






160,849Exercise of warrants and options


187,270







342















342Vesting of restricted stock units


256,498























Stock-based compensation










3,760















3,760Non-controlling interest of acquired subsidiary






















847



847Net income (loss)


















(4,540
)


599



(3,941
)

$
(4,540
)Cumulative translation adjustment














1,037







157



1,194



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


42,101,834



42



229,001



381



(67,976
)


1,603



163,051Vesting of restricted stock units


353,697























Stock-based compensation










1,511















1,511Net income (loss)


















(3,439
)


130



(3,309
)

$
(3,439
)Cumulative translation adjustment














(305
)






(30
)


(335
)


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


42,455,531


$
42


$
230,512


$
76


$
(71,415
)

$
1,703


$
160,918Vesting of restricted stock units


161,419



1



















1Stock-based compensation










2,250















2,250Net income (loss)


















(5,169
)


224



(4,945
)

$
(5,169
)Purchase of noncontrolling ownership interests in ORBCOMM Japan










1,363



389







(2,586
)


(834
)Cumulative translation adjustment














661







68



729



729$
(4,440
)Balances, December 31, 2010


42,616,950


$
43


$
234,125


$
1,126


$
(76,584
)

$
(591
)

$
158,119    F-7




---



##### Table of Contents





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




---



##### Table of Contents



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




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
        Out-of-pocket
  Costs
    of revenues
    Foreign
    currency translation
  end-of-period
  Fair
    value of financial instruments
  Fair Value Measurement
    Disclosures Level 1- Level 2- Level 3-
 F-10




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Cash
    and cash equivalents
    Marketable
    securities
  held-to-maturity
  Concentration
    of risk
        Years Ended December 31,2010


2009


2008Komatsu Ltd.


13.1
%


11.3
%


Caterpillar Inc.


12.8
%


16.2
%


11.9
%Hitachi Construction Machinery Co., Ltd.


11.3
%






15.8
%AI, formerly a division of General Electric


11.7
%


15.6
%


17.5
%     December 31,2010


2009AI, formerly a division of General Electric


20.3
%


10.9
%Caterpillar Inc.


19.9
%


13.9
%    F-11




---



##### 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
    Impairment
    of long-lived assets
   F-12




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Income
    taxes
          Loss
    contingencies
    Stock-based
    compensation
    Recent
    accounting pronouncements
  No. 2009-13, Revenue Recognition ASC 605-25 605-25), Multiple Deliverable Revenue Arrangements No. 2009-13 No. 2009-13. 2009-13
  ASC 810-10-45, Consolidation Topic 810-10-45) ASC 810-10-45,
 F-13




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  ASC 810-10-45.
  Note 4.
    Discontinued
    Operations                Years Ended December 31,2010


2009


2008Revenues- Product sales

$
548


$
1,604


$
2,783Loss from discontinued operations

$
(3,753
)

$
(954
)

$
(1,682
)  F-14




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Accounts receivable, net

$
168Inventories, current


575Current assets


778Other equipment, net


707Inventories, long term


2,125Current liabilities


412     Note 5.
    ORBCOMM
    Japan             F-15




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Consolidated
    Financial Statements (ARB 51)
  Note 6.
    Stock-based
    Compensation        For the Years EndedDecember 31,2010


2009


2008Stock appreciation rights

$
1,672


$
942


$
914Restricted stock units


539



545



2,633Stock Options






24



96Total

$
2,211


$
1,511


$
3,643     2006
    LTIP
   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, 2010


1,166,667


$
5
.23Granted


846,000



2
.45Forfeited or expired


(12,000
)


2
.46Outstanding at December 31, 2010


2,000,667


$
4
.07



8
.01




$135Exercisable at December 31, 2010


1,422,000


$
4
.75



7
.55




$ 43Vested and expected to vest at December 31, 2010


2,000,667


$
4
.07



8
.01




$135     Performance-Based
    Stock Appreciation Rights
      Weighted-AverageRemaining


AggregateNumber of


Weighted-Average


Contractual


Intrinsic ValueShares


Exercise Price


Term (years)


(In thousands)Outstanding at January 1, 2010


280,146


$
9.59Granted


312,000



2.46Forfeited or expired


(25,000
)


1.96Outstanding at December 31, 2010


567,146


$
6.00



7.96


$
45Exercisable at December 31, 2010


259,146


$
10.22



6.51


$
7Vested and expected to vest at December 31, 2010


484,008


$
6.61



7.75


$
37    F-17




---



##### Table of Contents



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

2009

2008Risk-free interest rate

1.77% to 2.65%

2.15% to 2.34%

2.50% to 3.20%Expected life (years)

5.5 and 6.0

5.5 and 6.0

5.5 and 6.0Estimated volatility

83.30% to 85.95%

55.03% and 85.30%

43.98% to 48.98%Expected dividends

None

None

None   Time-Based
    Restricted Stock Units
      Weighted-Average GrantShares


Date Fair ValueBalance at January 1, 2010


238,753


$
3.18Granted


79,290



2.27Vested


(161,419
)


3.01Forfeited or expired






Balance at December 31, 2010


156,624


$
2.90     Performance-Based
    Restricted Stock Units
    Stock
    Options
   F-18




---



##### Table of Contents



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


AggregateNumber of


Weighted-Average


Contractual


Intrinsic ValueShares


Exercise Price


Term (years)


(In thousands)Outstanding at January 1, 2010


782,079


$
2.98Granted






Exercised






Forfeited or expired


(24,251
)


3.27Outstanding at December 31, 2010


757,828


$
2.97



3.20


$
105Exercisable at December 31, 2010


757,828


$
2.97



3.20


$
105Vested and expected to vest at December 31, 2010


757,828


$
2.97



3.20


$
105   Note 7.
    Net Loss
    per Common Share    Years Ended December 31,2010


2009


2008SARs


2,567,813



1,446,813



1,433,566RSUs


156,624



238,753



473,313Stock options


757,828



782,079



782,079Common stock warrants










257,9863,482,265



2,467,645



2,946,944   Note 8.
    Marketable
    Securities    F-19




---



##### Table of Contents



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


December 31, 2009Gross


Gross





Gross


GrossFair


Unrealized


Unrealized


Fair


Unrealized


UnrealizedValue


Losses


Gains


Value


Losses


GainsU.S. government and agency obligations

$
39,926


$
18


$
5


$
13,009


$



$
1Corporate obligations


24,108



18



3



11,211



7



FDIC-insured certificates of deposit


3,837



3







1,919







$
67,871


$
39


$
8


$
26,139


$
7


$
1   other-than-temporary.
  other-than-temporary
  Cost
    method investment
    other-than-temporarily
       F-20




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Note 9.
    Satellite
    Network and Other Equipment    Useful Life


December 31,(Years)


2010


2009Land





$
381


$
381Satellite network


1 to 10 years



32,560



27,814Capitalized software


3-5



1,646



1,318Computer hardware


5



1,247



1,144Other


5-7



1,311



1,105Assets under construction






62,374



66,45099,519



98,212Less accumulated depreciation and amortization






(27,835
)


(25,004
)$
71,684


$
73,208                  F-21




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
              Note 10.
    Restricted
    Cash   F-22




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
      Note 11.
    Intangible
    Assets    December 31,2010


2009Useful Life




Accumulated








Accumulated(Years)

Cost


Amortization


Net


Cost


Amortization


NetAcquired licenses-Satcom International Group, plc

6

$
8,115


$
(7,001
)

$
1,114


$
8,115


$
(5,515
)

$
2,600       Note 12.
    Accrued
    Liabilities    December 312010


2009Accrued compensation and benefits

$
2,151


$
1,738Accrued interest


857



797Deferred rent payable


112



919Other accrued expenses


2,923



2,156$
6,043


$
5,610   Note 13.
    Deferred
    Revenue    December 312010


2009Service activation fees

$
2,277


$
2,563Prepaid services


1,067



1,035Manufacturing license fees


29



44Professional services






6,4373,373



10,079Less current portion


(2,134
)


(3,849
)Long-term portion

$
1,239


$
6,230    F-23




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    Note 14.
    Notes
    Payable  OHB
    Technology A.G.
    Note 15.
    Stockholders
    Equity  Preferred
    Stock
    Common
    Stock
    Voting
    rights
    Dividends
    Warrants
     F-24




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
      Note 16.
    Geographical
    Information    Years Ended December 31,2010


2009


2008United States


81
%


86
%


77
%Japan


14
%


10
%


19
%Other


5
%


4
%


4
%100
%


100
%


100
%   Note 17.
    Income
    Taxes    December 31,2010


2009


2008CurrentFederal

$



$



$
State










International


42







Total

$
42


$



$
Deferred:Federal


(75
)

$
546


$
(4
)State


(14
)


103



(1
)International


409



74



961Subtotal


320



723



956Valuation allowance


(578
)


(723
)


(956
)Total

$
(216
)

$



$
  F-25




---



##### Table of Contents



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


2009Deferred tax assets:Current deferred tax assets:Deferred revenues

$
907


$
1,464Allowance for doubtful accounts


720



649Deferred compensation


96



1,297Bonus accruals


388



360Vacation accrual


300



270Deferred rent


42



349Accrued expenses


129



129Installment sale note receivable


161



Total current deferred tax assets


2,743



4,518Non-current deferred tax assets:Satellite network and other property


199



121Deferred revenues


402



2,369Deferred compensation


1,846



Deferred rent


121



Accrued expenses


195



203Installment sale note receivable


496



Other


47



Tax loss carryforwards


14,071



9,362Total non-current deferred tax assets


17,377



12,055Total deferred tax assets


20,120



16,573Non-current deferred tax liability, deferred gain on involuntary
    conversion


(4,972
)


(4,812
)Net deferred tax assets before valuation allowance


15,148



11,761Less valuation allowance


(14,890
)


(11,761
)Net deferred tax asset

$
258


$
     Years Ended December 31,2010


2009


2008Income tax benefit at U.S. statutory rate of 34%

$
(436
)

$
(845
)

$
(971
)State income taxes, net of federal benefit


(9
)


68



(1
)Effect of foreign subsidiaries


748



596



1,401Other permanent items


59



904



527Change in valuation allowance


(578
)


(723
)


(956
)Income tax (benefit)

$
(216
)

$



$
  F-26




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
                   F-27




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
    2010


2009


2008Balance at January 1

$
775


$
775


$
775Additions for tax positions related to prior years










Additions for tax positions










Reductions for tax positions of prior years










Settlements










Balance at December 31

$
775


$
775



775     Note 18.
    Commitments
    and Contingencies  Procurement
    agreements in connection with next-generation
    satellites
          payload-to-bus
 F-28




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##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
              AIS
    Satellite Deployment and License Agreement
     F-29




---



##### 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 31,2011

$
1,1302012


1,0072013


8872014


3642015


51$
3,439    F-30




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Litigation
    Note 19.
    Employee
    Incentive Plans    Note 20.
    Supplemental
    Disclosure of Noncash Investing and Financing
    Activities  Years Ended December 31,2010


2009


2008Investing activities:Capital expenditures incurred not yet paid

$
1,523


$
1,045


$
6,626Stock-based compensation included in capital expenditures


39







54Accounts receivable exchanged and deferred credit issued as part
    of consideration for other investment


894







Gateway and components recorded in inventory in prior years
    which were used for construction under satellite network and
    other equipment


129







Gateway received in settlement of long-term receivable










230Net assets from step acquisition of subsidiary










1.363Asset basis adjustment due to expiration of gateway purchase
    option










161Financing activities:Employee receivables exchanged as part of consideration for
    purchase of noncontrolling ownership interests in ORBCOMM Japan


66







  F-31




---



##### Table of Contents



Notes to
    consolidated financial statements
    (In thousands, except share and per share amounts)
  Note 21.
    Quarterly
    Financial Data  (Unaudited)    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter2010Revenues

$
7,417


$
7,837


$
13,912


$
7,510Income (loss) from operations


(368
)


249



(428
)


(871
)Income (loss) from continuing operations


(499
)


295



(303
)


(685
)Loss from discontinued operations


(91
)


(3,479
)


(113
)


(70
)Net loss attributable to ORBCOMM Inc.


(735
)


(3,296
)


(609
)


(529
)Net income (loss) per common share-basic:Income (loss) from continuing operations


(0.02
)


0.00



(0.01
)


(0.01
)Loss from discontinued operations


(0.00
)


(0.08
)


(0.00
)


(0.00
)Net loss attributable to ORBCOMM Inc.


(0.02
)


(0.08
)


(0.01
)


(0.01
)Net income (loss) per common share-dilutedIncome (loss) from continuing operations


(0.02
)


0.00



(0.01
)


(0.01
)Income (loss) from discontinued operations


(0.00
)


(0.08
)


(0.00
)


(0.00
)Net income (loss) attributable to ORBCOMM Inc.


(0.02
)


(0.08
)


(0.01
)


(0.01
)Weighted-average shares outstanding:Basic


42,558,510



42,563,207



42,603,852



42,616,950Diluted


42,558,510



42,612,705



42,603,852



42,616,9502009Revenues

$
6,727


$
6,770


$
7,031


$
7,038Income (loss) from operations


(8,591
)


(1,108
)


(562
)


7,796Income (loss) from continuing operations


(8,647
)


(745
)


(718
)


7,755Income (loss) from discontinued operations


(452
)


412



(489
)


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


(9,135
)


(362
)


(1,237
)


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


(0.21
)


(0.02
)


(0.02
)


0.18Income (loss) from discontinued operations


(0.01
)


0.01



(0.01
)


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


(0.22
)


(0.01
)


(0.03
)


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


(0.21
)


(0.02
)


(0.02
)


0.18Income (loss) from discontinued operations


(0.01
)


0.01



(0.01
)


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


(0.22
)


(0.01
)


(0.03
)


0.17Weighted-average shares outstanding:Basic


42,308,367



42,406,892



42,442,477



42,455,531Diluted


42,308,367



42,406,892



42,442,477



42,608,019   Consolidation Topic
 F-32




---



##### Table of Contents



Schedule II 
    Valuation and Qualifying Accounts Col. B


Col. C





Col. EBalance at


Charged to


Charged to





Balance atBeginning of the


Costs and


Other


Col. D


End of theDescription

Period


Expenses


Accounts


Deductions


Period(Amounts in thousands)Year ended December 31, 2010Allowance for doubtful receivables

$
803



(175
)


(71
)(1)





$
557Deferred tax asset valuation

$
11,761



(578
)


5
(2)


3,702
(3)

$
14,890Year ended December 31, 2009Allowance for doubtful receivables

$
101



714



(12
)(1)





$
803Deferred tax asset valuation

$
12,403



(723
)


81
(2)





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

$
260



(177
)


18
(1)





$
101Deferred tax asset valuation

$
12,824



(956
)


535
(2)





$
12,403     (1)
    
    Amounts relate to write-offs net of recoveries.(2)
    
    Amounts relate to differences in foreign exchange rates.(3)
    
    Amounts relate to reclassification of deferred tax assets and
    valuation allowance from discontinued operations to continuing
    operations. F-33




---



##### Table of Contents



Exhibit Index
  ExhibitNo.

Description

Page No.3
.1

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

Amended Bylaws of the Company, filed as Exhibit 3.2 to the
    Companys Annual Report on Form 10-K for the year ended
    December 31, 2006, is incorporated herein by reference.10
.1

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
.1.2

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
.1.3

Memorandum of Agreement dated July 2, 2008 between the Company
    and OHB System, AG, concerning modifications to Amendment No. 1
    dated as of June 5, 2006 of ORBCOMM Concept Demonstration
    Satellite Bus, Integration Test and Launch Services Procurement
    Agreement dated March 10, 2005 by and between the Company and
    OHB System, AG, filed as Exhibit 10.3 to the Companys
    Quarterly Report on Form 10-Q for the quarter ended June 30,
    2008, is incorporated herein by reference.10
.1.4

Memorandum of Agreement dated November 25, 2008, between the
    Company and OHB System, AG, concerning Amendment No. 1 dated as
    of June 5, 2006 of ORBCOMM Concept Demonstration Satellite Bus,
    Integration Test and Launch Services Procurement Agreement dated
    March 10, 2005 by and between the Company and OHB System, AG.,
    filed as Exhibit 10.3.4 to the Companys Annual Report on
    Form 10-K for the year ended December 31, 2008, is incorporated
    herein by reference.10
.1.5

Settlement agreement and specific release dated September 27,
    2010, between the Company and OHB System AG filed as Exhibit
    10.3 to the Companys Quarterly Report on Form 10-Q for the
    quarter ended September 30, 2010, is incorporated herein by
    reference10
.2

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
.2.1

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
.2.2

Memorandum of Agreement, dated October 10, 2007, between the
    Company and Orbital Sciences Corporation concerning modification
    to the Amendment to the procurement agreement filed as Exhibit
    10.5.2 to the Companys Annual Report on Form 10-K for the
    year ended December 31, 2007, is incorporated herein by
    reference. .10
.3

ORBCOMM Generation 2 Procurement Agreement dated May 5, 2008, by
    and between the Company and Sierra Nevada Corporation, filed as
    Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q
    for the period ended June 30, 2008, is incorporated herein by
    reference.10
.3.1

Launch Vehicle changes task order agreement dated August 31,
    2010 between the Company and Sierra Nevada Corporation filed as
    Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2010, is incorporated herein
    by reference.10
.3.2

Engineering change requests and enhancements task order
    agreement dated August 31, 2010, between the Company and Sierra
    Nevada Corporation filed as Exhibit 10.2 to the Companys
    Quarterly Report on Form 10-Q for the quarter ended September
    30, 2010, is incorporated herein by reference.10
.4

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




---



##### Table of Contents



ExhibitNo.

Description

Page No.10
.5

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
.6

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
.7

Schedule identifying agreements substantially identical to the
    Form of Indemnification Agreement constituting Exhibit 10.6
    hereto.*10
.8

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
.9

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
.10

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
.10.1

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
.11

Employment Agreement between Marc J. Eisenberg and the Company.*10
.12

Employment Agreement between John J. Stolte Jr. and the Company.*10
.13

Employment Agreement between Robert G. Costantini and the
    Company.*10
.14

Employment Agreement between Christian G. Le Brun and the
    Company.*10
.15

Employment Agreement between Brian Bell and the Company.*10
.16

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
.17

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
.18

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
.19

Settlement and Release Agreement regarding loss of ORBCOMM CDS
    and Quick-Launch 1-5 Satellites dated December 10, 2009, filed
    as Exhibit 10.28  to the Companys Annual Report on Form
    10-K for the year ended December 31, 2009, is incorporated
    herein by reference.21


Subsidiaries of the Company23
.1

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

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


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

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

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


Certification of the Chief Executive Officer and President and
    Executive Vice President and Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act.     *
    
    Management contract or compensatory plan or arrangement.
    
    Portions of this exhibit have been omitted pursuant to a request
    for confidential treatment. The omitted portions have been
    separately filed with the Securities and Exchange Commission.