10-Q

ar

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended June 30, 2015

OR

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

Commission File Number 001-33963

Iridium Communications Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	26-1344998
(State of incorporation)	(I.R.S. Employer Identification No.)
1750 Tysons Boulevard, Suite 1400, McLean, Virginia	22102
(Address of principal executive offices)	(Zip code)

703-287-7400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

Large accelerated filer	¨		Accelerated filer	x
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

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

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of July 28, 2015 was 94,850,074.

IRIDIUM COMMUNICATIONS INC.

TABLE OF CONTENTS

Item No.		Page
Part I. Financial Information
	Financial Statements
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Income	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
ITEM  2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15
ITEM  3.	Quantitative and Qualitative Disclosures About Market Risk.	26
ITEM  4.	Controls and Procedures.	27
Part II. Other Information
ITEM  1.	Legal Proceedings.	28
ITEM  1A.	Risk Factors.	28
ITEM  2.	Unregistered Sales of Equity Securities and Use of Proceeds.	28
ITEM  3.	Defaults Upon Senior Securities	28
ITEM  4.	Mine Safety Disclosures	28
ITEM  5.	Other Information	28
ITEM  6.	Exhibits	29
	Signatures	30

2

PART I.

Iridium Communications Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

	June 30, 2015			December 31, 2014
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	198,874		$	211,249
Marketable securities		277,974			261,136
Accounts receivable, net		56,634			50,672
Inventory		32,172			28,433
Deferred income tax assets, net		15,630			11,009
Prepaid expenses and other current assets		10,334			10,614
Total current assets		591,618			573,113
Property and equipment, net		2,140,808			1,971,839
Restricted cash		88,603			86,104
Other assets		8,449			7,726
Intangible assets, net		46,984			47,416
Deferred financing costs		132,505			136,444
Goodwill		87,039			87,039
Total assets	$	3,096,006		$	2,909,681
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	27,637		$	17,677
Accrued expenses and other current liabilities		33,316			38,419
Interest payable		10,897			9,589
Deferred revenue		38,148			36,665
Total current liabilities		109,998			102,350
Accrued satellite operations and maintenance expense, net
of current portion		14,716			15,051
Credit facility		1,393,149			1,291,401
Deferred income tax liabilities, net		277,312			245,042
Deferred revenue, net of current portion		20,820			20,689
Other long-term liabilities		3,311			3,284
Total liabilities		1,819,306			1,677,817
Commitments and contingencies
Stockholders' equity:
Series A Preferred Stock, $0.0001 par value, 1,000 shares authorized,
issued and outstanding		-			-
Series B Preferred Stock, $0.0001 par value, 500 shares
authorized, issued and outstanding		-			-
Common stock, $0.001 par value, 300,000 shares authorized, 94,847
and 93,905 shares issued and outstanding, respectively		95			94
Additional paid-in capital		1,040,013			1,033,176
Retained earnings		240,803			201,514
Accumulated other comprehensive loss, net of tax		(4,211	)		(2,920	)
Total stockholders' equity		1,276,700			1,231,864
Total liabilities and stockholders' equity	$	3,096,006		$	2,909,681

See notes to unaudited condensed consolidated financial statements.

3

Iridium Communications Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Revenue:
Services	$	78,016		$	76,217		$	153,440		$	149,647
Subscriber equipment		18,768			20,333			35,308			40,490
Engineering and support services		5,135			5,971			10,178			10,416
Total revenue		101,919			102,521			198,926			200,553
Operating expenses:
Cost of services (exclusive of depreciation
and amortization)		14,320			16,730			29,202			30,933
Cost of subscriber equipment		9,281			13,268			19,928			27,180
Research and development		4,422			4,645			8,548			6,766
Selling, general and administrative		18,742			18,493			39,266			37,679
Depreciation and amortization		12,820			19,672			26,175			39,938
Total operating expenses		59,585			72,808			123,119			142,496
Operating income		42,334			29,713			75,807			58,057
Other income (expense):
Interest income, net		792			725			2,029			1,362
Undrawn credit facility fees		(930	)		(1,460	)		(1,847	)		(2,959	)
Other income (expense), net		215			(3,789	)		1			(4,139	)
Total other income (expense)		77			(4,524	)		183			(5,736	)
Income before income taxes		42,411			25,189			75,990			52,321
Provision for income taxes		(16,423	)		(10,170	)		(28,983	)		(20,759	)
Net income		25,988			15,019			47,007			31,562
Series A Preferred Stock dividends		1,750			1,750			3,500			3,500
Series B Preferred Stock dividends		2,109			1,102			4,218			1,102
Net income attributable to common stockholders	$	22,129		$	12,167		$	39,289		$	26,960
Weighted average shares outstanding - basic		95,064			86,793			94,797			81,964
Weighted average shares outstanding - diluted		123,196			95,653			122,771			86,444
Net income attributable to common stockholders per share - basic	$	0.23		$	0.14		$	0.41		$	0.33
Net income attributable to common stockholders per share - diluted	$	0.21		$	0.14		$	0.38		$	0.32
Comprehensive income:
Net income	$	25,988		$	15,019		$	47,007		$	31,562
Foreign currency translation adjustments, net of tax		22			274			(1,379	)		430
Unrealized gain on marketable securities, net of tax		27			2			88			62
Comprehensive income	$	26,037		$	15,295		$	45,716		$	32,054

See notes to unaudited condensed consolidated financial statements.

4

Iridium Communications Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2015			2014
Cash flows from operating activities:
Net cash provided by operating activities	$	92,714		$	91,197
Cash flows from investing activities:
Capital expenditures		(174,206	)		(108,073	)
Purchases of marketable securities		(130,977	)		(120,473	)
Sales and maturities of marketable securities		113,441			32,740
Net cash used in investing activities		(191,742	)		(195,806	)
Cash flows from financing activities:
Borrowings under the Credit Facility		101,748			45,222
Payment of deferred financing fees		(6,584	)		(4,560	)
Restricted cash deposits		(2,500	)		(13,362	)
Releases from restricted cash		-			11,009
Proceeds from exercise of stock options		2,074			173
Tax payment upon settlement of stock awards		(796	)		(37	)
Excess tax benefits from stock-based compensation		697			-
Payment of Series A Preferred Stock dividends		(3,500	)		(3,500	)
Payment of Series B Preferred Stock dividends		(4,218	)		-
Proceeds from issuance of Series B Preferred Stock, net of issuance costs		-			120,753
Proceeds from issuance of common stock, net of issuance costs		-			98,897
Net cash provided by financing activities		86,921			254,595
Effect of exchange rate changes on cash and cash equivalents		(268	)		-
Net increase (decrease) in cash and cash equivalents		(12,375	)		149,986
Cash and cash equivalents, beginning of period		211,249			186,342
Cash and cash equivalents, end of period	$	198,874		$	336,328
Supplemental cash flow information:
Interest paid	$	8,911		$	7,271
Income taxes paid	$	1,140		$	273
Supplemental disclosure of non-cash investing activities:
Property and equipment received but not paid for yet	$	24,803		$	9,172
Interest capitalized but not paid	$	10,897		$	8,706
Capitalized amortization of deferred financing costs	$	10,523		$	4,897
Capitalized paid-in-kind interest	$	20,282		$	16,542
Capitalized stock-based compensation	$	623		$	597
Supplemental disclosure of non-cash financing activities:
Dividends accrued on Series A Preferred Stock	$	292		$	292
Dividends accrued on Series B Preferred Stock	$	352		$	1,102

See notes to unaudited condensed consolidated financial statements.

5

Iridium Communications Inc.

Notes to Condensed Consolidated Financial Statements

1. Basis of Presentation and Principles of Consolidation

Iridium Communications Inc. (the “Company”) has prepared its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying condensed consolidated financial statements include the accounts of (i) the Company, (ii) its wholly owned subsidiaries, and (iii) all less than wholly owned subsidiaries that the Company controls. All material intercompany transactions and balances have been eliminated.

In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments that the Company considers necessary for the fair presentation of its results of operations and cash flows for the interim periods covered, and of the financial position of the Company at the date of the interim condensed consolidated balance sheet. The operating results for interim periods are not necessarily indicative of the operating results for the entire year. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (“SEC”). These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC on February 26, 2015.

2. Significant Accounting Policies

Warranty Expense

The Company provides the first end-user purchaser of its subscriber equipment a warranty for one to five years from the date of purchase by such first end-user, depending on the product. The Company maintains a warranty reserve based on historical experience of warranty costs and expected occurrences of warranty claims on equipment. Costs associated with warranties, including equipment replacements, repairs, freight, and program administration, are recorded as cost of subscriber equipment in the accompanying condensed consolidated statements of operations and comprehensive income.  The Company experienced a $4.6 million decrease in its warranty provision for the six months ended June 30, 2015 compared to the prior year period. This decrease is primarily the result of fewer returns for the Iridium Pilot^® units sold in 2014 and 2015, a decrease in the average repair costs, and a reduction in the Company’s estimate for future returns.  The June 2015 change in expected returns and lower repair costs reduced the warranty reserve for the three and six months ended June 30, 2015 by $1.4 million. Changes in the warranty reserve during the six months ended June 30, 2015 were as follows:

	Six Months Ended
	June 30, 2015
	(in thousands)
Balance at beginning of the period	$	7,381
Provision		(1,404	)
Utilization		(1,551	)
Balance at end of the period	$	4,426

Fair Value Measurements

The Company evaluates assets and liabilities subject to fair value measurements on a recurring and non-recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made by management of the Company. The instruments identified as subject to fair value measurements on a recurring basis are cash and cash equivalents, marketable securities, prepaid expenses and other current assets, accounts receivable, accounts payable and accrued expenses and other current liabilities. Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. The fair value hierarchy consists of the following tiers:

• Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;

• Level 2, defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

6

The carrying values of short-term financial instruments (primarily cash and cash equivalents, prepaid expenses and other current assets, accounts receivable, accounts payable, and accrued expenses and other current liabilities) approximate their fair values because of their short-term nature. The fair value of the Company’s investments in money market funds approximates its carrying value; such instruments are classified as Level 1 and are included in cash and cash equivalents on the accompanying condensed consolidated balance sheets. The fair value of the Company’s investments in commercial paper and short-term U.S. agency securities with original maturities of less than ninety days approximates their carrying value; such instruments are classified as Level 2 and are included in cash and cash equivalents on the accompanying condensed consolidated balance sheets.

The fair value of the Company’s investments in fixed-income debt securities and commercial paper with original maturities of greater than ninety days are obtained using similar investments traded on active securities exchanges and are classified as Level 2 and are included in marketable securities on the accompanying condensed consolidated balance sheets. For fixed income securities that do not have quoted prices in active markets, the Company uses third-party vendors to price its debt securities resulting in classification as Level 2.

Depreciation and Amortization

The Company calculates depreciation expense using the straight line method and evaluates the appropriateness of the useful life used on a quarterly basis or as events occur that require additional assessment. In September 2014, March 2015, and again in June 2015, the Company updated its estimate of the current satellites’ remaining useful lives based on the continued refinement of the launch schedule and deployment plan for the Company’s next-generation satellite constellation (“Iridium NEXT”). As a result, the estimated useful lives of the satellites within the current constellation have been extended and are consistent with the expected deployment of Iridium NEXT. The changes in the estimated useful lives resulted in a decrease of $3.3 million and $6.3 million in depreciation expense for the three and six months ended June 30, 2015, respectively, compared to the prior year period. The June 2015 change in accounting estimate reduced the depreciation expense for the three and six months ended June 30, 2015 by $0.1 million and $0.1 million, respectively. The change in estimate will have an impact on future periods. The Company will continue to evaluate the useful lives of its current satellites on an ongoing basis through the full deployment of Iridium NEXT as the satellites are placed into service.

In January 2014, the Company lost communication with one of its in-orbit satellites. As a result, an impairment charge of $0.9 million was recorded within depreciation expense for the six months ended June 30, 2014. The Company had an in-orbit spare satellite available to replace the lost satellite. Through the date of the report in which these financial statements are included, the Company has not lost any satellites in 2015.

Amortization expense decreased by $3.1 million and $6.1 million for the three and six months ended June 30, 2015, respectively compared to the prior year period due to the completion of amortization of certain definite-lived intangible assets in 2014. These definite-lived intangible assets included customer relationships, intellectual property and software which were assigned fair values as a result of the Company’s 2009 acquisition of Iridium Holdings LLC and were amortized over useful lives of five years.

3. Cash and Cash Equivalents, Restricted Cash and Marketable Securities

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of ninety days or less to be cash equivalents. These investments, along with cash deposited in institutional money market funds, regular interest bearing and non-interest bearing depository accounts, are classified as cash and cash equivalents on the accompanying condensed consolidated balance sheet. The following table summarizes the Company’s cash and cash equivalents:

	June 30,		December 31,		Recurring Fair
	2015		2014		ValueMeasurement
	(in thousands)
Cash and cash equivalents:
Cash	$	97,813	$	86,792
Money market funds		95,613		105,497	Level 1
Commercial paper		5,448		18,960	Level 2
Total Cash and cash equivalents	$	198,874	$	211,249

7

Restricted Cash

The Company is required to maintain a minimum cash reserve for debt service related to its $1.8 billion loan facility (the “Credit Facility”) (see Note 4). As of June 30, 2015 and December 31, 2014, the Company’s restricted cash balance, which includes a minimum cash reserve for debt service related to the Credit Facility and the interest earned on these amounts, was $88.6 million and $86.1 million, respectively.

Marketable Securities

Marketable securities consist of fixed-income debt securities and commercial paper with an original maturity in excess of ninety days. These investments are classified as available-for-sale and are included in marketable securities within current assets on the accompanying condensed consolidated balance sheets. All investments are carried at fair value. Unrealized gains and losses, net of taxes, are reported as a component of other comprehensive income or loss. The specific identification method is used to determine the cost basis of the marketable securities sold. There were no material realized gains or losses on the sale of marketable securities for the three and six months ended June 30, 2015 and 2014. The Company regularly monitors and evaluates the fair value of its investments to identify other-than-temporary declines in value. The Company determined that the decline in fair value of certain of its investments is temporary at June 30, 2015 as the Company does not intend to sell these securities and it is not likely that the Company will be required to sell the securities before the recovery of their amortized cost basis.

The following tables summarize the Company’s marketable securities:

	As of June 30, 2015
	Amortized		Gross		Gross			Estimated		Recurring Fair
	Cost		UnrealizedGains		Unrealized Losses			Fair Value		Value Measurement
	(in thousands)
Fixed-income debt securities	$	196,881	$	270	$	(58	)	$	197,093	Level 2
Commercial paper		65,944		-		(1	)		65,943	Level 2
U.S. Treasury Notes		14,875		63		-			14,938	Level 2
Total Marketable Securities	$	277,700	$	333	$	(59	)	$	277,974

	As of December 31, 2014
	Amortized		Gross		Gross			Estimated		Recurring Fair
	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Value Measurement
	(in thousands)
Fixed-income debt securities	$	168,960	$	397	$	(314	)	$	169,043	Level 2
Commercial paper		78,915		-		-		$	78,915	Level 2
U.S. Treasury Notes		13,127		53		(2	)		13,178	Level 2
Total Marketable Securities	$	261,002	$	450	$	(316	)	$	261,136

The following tables present the contractual maturities of the Company’s marketable securities:

	As of June 30, 2015				As of December 31, 2014
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
	(in thousands)
Mature within one year	$	216,603	$	216,764	$	177,011	$	177,145
Mature after one year and within three years		61,097		61,210		83,991		83,991
Total	$	277,700	$	277,974	$	261,002	$	261,136

8

4. Commitments and Contingencies

Commitments

Thales

In June 2010, the Company executed a primarily fixed-price full-scale development contract (the “FSD”) with Thales Alenia Space France (“Thales”) for the design and build of satellites for Iridium NEXT, the Company’s next-generation satellite constellation. The total price under the FSD is $2.3 billion, and the Company expects payment obligations under the FSD to extend into the first quarter of 2018. As of June 30, 2015, the Company had made aggregate payments of $1,421.1 million to Thales, of which $1,205.0 million were from borrowings under the Credit Facility, and which were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheet. The Company currently uses the Credit Facility to pay 85% of each invoice received from Thales under the FSD with the remaining 15% funded from cash on hand. Once the Credit Facility is fully drawn, the Company expects to pay 100% of each invoice received from Thales from cash and marketable securities on hand as well as internally generated cash flow, including potential cash flows from hosted payloads and Iridium PRIME^SM.

SpaceX

In March 2010, the Company entered into an agreement with Space Exploration Technologies Corp. (“SpaceX”) to secure SpaceX as the primary launch services provider for Iridium NEXT (as amended to date, the “SpaceX Agreement”). The total price under the SpaceX Agreement for seven launches is $453.1 million. As of June 30, 2015, the Company had made aggregate payments of $178.7 million to SpaceX, which were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheet. In addition, the Company made a $3.0 million refundable deposit to SpaceX in the first quarter of 2014 for the reservation of additional future launches, which is not included in the total contract price.

Kosmotras

In June 2011, the Company entered into an agreement with International Space Company Kosmotras (“Kosmotras”) as a supplemental launch service provider for Iridium NEXT (the “Kosmotras Agreement”). The Kosmotras Agreement originally provided for the purchase of up to six launches with options to purchase additional launches. Each launch can carry two satellites. In June 2013, the Company exercised an option for one launch to carry the first two Iridium NEXT satellites. If the Company does not exercise any additional options, the total cost under the contract including this single launch will be $51.8 million. As of June 30, 2015, the Company had made aggregate payments of $33.2 million to Kosmotras, which were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheet. The option to purchase two dedicated launches expired as of December 31, 2013. The Company has agreed with Kosmotras to extend the option to purchase the remaining three dedicated launches through a date to be determined.

Credit Facility

In October 2010, the Company entered into the Credit Facility with a syndicate of bank lenders (the “Lenders”). The Credit Facility was subsequently amended and restated in August 2012. In May 2014, the Company entered into a supplemental agreement (the “Supplemental Agreement”) with the Lenders under the Credit Facility to further amend and restate the Credit Facility. The Company had borrowed an aggregate total of $1,393.1 million as of June 30, 2015. The unused portion of the Credit Facility as of June 30, 2015 was $406.9 million. Pursuant to the Credit Facility, the Company maintains a minimum cash reserve for repayment. As of June 30, 2015, the minimum required cash reserve balance was $88.5 million. This amount is included in restricted cash in the accompanying condensed consolidated balance sheet. This minimum cash reserve requirement will increase over the term of the Credit Facility to $189.0 million in 2017.

9

Interest costs incurred under the Credit Facility were $15.6 million and $30.5 million for the three and six months ended June 30, 2015, respectively.  All interest costs incurred related to the Credit Facility have been capitalized during the construction period of the Iridium NEXT assets. The following table presents interest activity for the Credit Facility for the six months ended June 30, 2015 and 2014 payable via cash or deemed loan:

	Six Months Ended
	June 30, 2015
	Cash			Deemed Loan			Total
	(in thousands)
Beginning interest payable	$	2,936		$	6,653		$	9,589
Interest incurred		9,301			21,200			30,501
Interest payments		(8,911	)		(20,282	)		(29,193	)
Ending interest payable	$	3,326		$	7,571		$	10,897

	Six Months Ended
	June 30, 2014
	Cash			Deemed Loan			Total
	(in thousands)
Beginning interest payable	$	2,435		$	5,543		$	7,978
Interest incurred		7,499			17,042			24,541
Interest payments		(7,271	)		(16,542	)		(23,813	)
Ending interest payable	$	2,663		$	6,043		$	8,706

The Company is obligated to pay a cash commitment fee of 0.80% per year, in semi-annual installments, on any undrawn portion of the Credit Facility. In April 2015, the Company paid $2.3 million as a semi-annual installment of the commitment fee. The commitment fee payable on the undrawn portion of the Credit Facility as of June 30, 2015 was $0.9 million and is included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet.

Contingencies

From time to time, in the normal course of business, the Company is party to various pending claims and lawsuits. The Company is not aware of any such actions that it would expect to have a material adverse impact on its business, financial results or financial condition.

5. Stock-Based Compensation

The Company accounts for stock-based compensation at fair value. The fair value of stock options is determined at the grant date using the Black-Scholes option pricing model. The fair value of restricted stock units (“RSUs”) is equal to the closing price of the underlying common stock on the grant date. The fair value of an award that is ultimately expected to vest is recognized on a straight-line basis over the requisite service or performance period and is classified in the condensed consolidated statements of operations and comprehensive income in a manner consistent with the classification of the recipient’s compensation. The expected vesting of the Company’s performance-based RSUs is based upon the likelihood that the Company achieves the defined performance goals. The level of achievement of performance goals, if any, is determined by the compensation committee of the Board of Directors. Stock-based awards to non-employee consultants are expensed at their fair value as services are provided according to the terms of their agreements and are classified in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

In May 2015, the Company’s stockholders approved the 2015 Equity Incentive Plan (the “2015 Plan”) to provide stock-based awards, including nonqualified stock options, incentive stock options, restricted stock and other equity securities, as incentives and rewards for employees, consultants and non-employee directors. As of June 30, 2015, 23,203,009 shares of common stock were authorized for issuance as awards under the 2015 Plan, of which 11,157,563 shares were reserved for issuance under outstanding awards.

In January 2015, members of the Company’s board of directors elected to receive a portion of their 2015 annual compensation in the form of equity awards, in an aggregate amount of approximately 103,000 stock options and 62,000 RSUs. These stock options and RSUs were granted in January 2015 under the 2012 Plan and vest through the end of 2015, with 25% vesting on the last day of each calendar quarter. The estimated aggregate grant-date fair value of the stock options was $0.4 million. The estimated aggregate grant-date fair value of the RSUs was $0.6 million.

10

During the six months ended June 30, 2015, the Company granted approximately 637,000 stock options and 596,000 service-based RSUs to its employees. Employee stock options and service-based RSUs generally vest over a four-year service period with 25% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter. The estimated aggregate grant date fair values of the stock options and service-based RSUs granted during the six months ended June 30, 2015 were $2.6 million and $5.6 million, respectively.

In addition, in March 2015, the Company awarded approximately 161,000 performance-based RSUs to the Company’s executives. The Company records stock-based compensation expense related to performance-based RSUs when it is considered probable that the performance conditions will be met. Vesting of the March 2015 performance-based RSUs is dependent upon the Company’s achievement of defined performance goals over fiscal years 2015 and 2016. The number of performance-based RSUs that will ultimately vest may range from 0% to 150% of the original grant based on the level of achievement of the performance goals. If the Company achieves the performance goals, 50% of the performance-based RSUs will vest at the end of two years and the remaining 50% will vest at the end of the third year, subject to continued service. The estimated aggregate grant date fair value of the performance-based RSUs granted in March 2015 was $1.5 million.

In June 2015, the Company granted 30,000 stock options to non-employee consultants. The stock options granted to consultants are generally subject to service-based vesting and vest quarterly over a two-year service period. The fair value of the consultant options is the then-current fair value attributable to the vesting portions of the awards, calculated using the Black-Scholes option pricing model. The estimated aggregate grant-date fair value of the stock options granted to non-employee consultants during the six months ended June 30, 2015 was $0.2 million.

In June 2014, the Company awarded performance-based RSUs to its executives and employees. Vesting of the June 2014 performance-based RSUs was dependent upon the Company’s achievement of defined performance goals for the 2014 fiscal year. The level of achievement of performance goals in connection with the June 2014 performance-based RSUs was determined by the compensation committee in March 2015. Approximately 304,000 of the June 2014 performance-based RSUs were vested and released in March 2015 at an estimated aggregate fair value of $2.4 million which was recognized as compensation expense over the vesting period.

6. Equity Transactions and Instruments

Warrants

On September 29, 2009, in connection with the Company’s acquisition of Iridium Holdings LLC, the Company issued warrants, each of which entitled the holder to purchase from the Company one share of common stock at a price of $11.50 per share. On February 14, 2015, all of the outstanding and unexercised warrants expired in accordance with their terms.

Preferred Stock

The Company is authorized to issue 2.0 million shares of preferred stock with a par value of $0.0001 per share. As described below, the Company issued 1.0 million shares of preferred stock in the fourth quarter of 2012 and 0.5 million shares of preferred stock in the second quarter of 2014. The remaining 0.5 million authorized shares of preferred stock remain undesignated and unissued as of June 30, 2015.

Series A Cumulative Perpetual Convertible Preferred Stock

In the fourth quarter of 2012, the Company issued 1.0 million shares of its 7.00% Series A Cumulative Perpetual Convertible Preferred Stock (the “Series A Preferred Stock”) in a private offering. The Company received proceeds of $96.5 million from the sale of the Series A Preferred Stock, net of the aggregate $3.5 million in initial purchaser discount and offering costs. The net proceeds of this offering were used to partially fund the construction and deployment of Iridium NEXT and for other general corporate purposes.

Holders of Series A Preferred Stock are entitled to receive cumulative cash dividends at a rate of 7.00% per annum of the $100 liquidation preference per share (equivalent to an annual rate of $7.00 per share). Dividends are payable quarterly in arrears on each March 15, June 15, September 15 and December 15. The Series A Preferred Stock does not have a stated maturity date and is not subject to any sinking fund or mandatory redemption provisions. The Series A Preferred Stock ranks senior to the Company’s common stock and pari passu with the Company’s 6.75% Series B Cumulative Perpetual Convertible Preferred Stock (the “Series B Preferred Stock”) with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding-up. Holders of Series A Preferred Stock generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in other specified circumstances. Holders of Series A Preferred Stock may convert some or all of their outstanding Series A Preferred Stock at an initial conversion rate of 10.6022 shares of common stock per

11

$100 liquidation preference, which is equivalent to an initial conversion price of approximately $9.43 per share of common stock (subject to adjustment in certain events).

In 2014, the Company paid $7.0 million in cash dividends to its holders of Series A Preferred Stock. During the three and six months ended June 30, 2015, the Company paid cash dividends of $1.8 million and $3.5 million, respectively, to holders of the Series A Preferred Stock. As of June 30, 2015 and December 31, 2014, the Company had accrued $0.3 million in cash dividends for the holders of the Series A Preferred Stock, which is included within accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheet.

On or after October 3, 2017, the Company may, at its option, convert some or all of the Series A Preferred Stock into the number of shares of common stock that are issuable at the then-applicable conversion rate, subject to specified conditions. On or prior to October 3, 2017, the holders of Series A Preferred Stock will have a special right to convert some or all of the Series A Preferred Stock into shares of common stock in the event of fundamental changes described in the Certificate of Designations for the Series A Preferred Stock, subject to specified conditions and limitations. In certain circumstances, the Company may also elect to settle conversions in cash as a result of these fundamental changes.

Series B Cumulative Perpetual Convertible Preferred Stock

In May 2014, the Company issued 500,000 shares of its Series B Preferred Stock in an underwritten public offering at a price to the public of $250 per share. The purchase price received by the Company, equal to $242.50 per share, reflected an underwriting discount of $7.50 per share. The Company received proceeds of $120.8 million from the sale of the Series B Preferred Stock, net of the $3.8 million underwriter discount and $0.4 million of offering costs. The net proceeds of this offering are being used to partially fund the construction and deployment of Iridium NEXT and for other general corporate purposes.

Holders of Series B Preferred Stock are entitled to receive cumulative cash dividends at a rate of 6.75% per annum of the $250 liquidation preference per share (equivalent to an annual rate of $16.875 per share). Dividends are payable quarterly in arrears on each March 15, June 15, September 15 and December 15, beginning September 15, 2014. The Series B Preferred Stock does not have a stated maturity date and is not subject to any sinking fund or mandatory redemption provisions. The Series B Preferred Stock ranks senior to the Company’s common stock and pari passu with respect to the Company’s Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up. Holders of Series B Preferred Stock generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in other specified circumstances. Holders of Series B Preferred Stock may convert some or all of their outstanding Series B Preferred Stock at an initial conversion rate of 33.456 shares of common stock per $250 liquidation preference, which is equivalent to an initial conversion price of approximately $7.47 per share of common stock (subject to adjustment in certain events).

In 2014, the Company paid $5.0 million in cash dividends to its holders of Series B Preferred Stock. During the three and six months ended June 30, 2015, the Company paid cash dividends of $2.1 million and $4.2 million, respectively, to holders of the Series B Preferred Stock; the Company paid no dividends during the six months ended June 30, 2014. As of June 30, 2015, the Company had accrued $0.4 million in cash dividends for the holders of the Series B Preferred Stock, which is included within accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheet.

On or after May 15, 2019, the Company may, at its option, convert some or all of the Series B Preferred Stock into the number of shares of common stock that are issuable at the then-applicable conversion rate, subject to specified conditions. On or prior to May 15, 2019, in the event of certain specified fundamental changes, holders of the Series B Preferred Stock will have the right to convert some or all of their shares of Series B Preferred Stock into the greater of (i) a number of shares of the Company’s common stock as subject to adjustment plus the make-whole premium, if any, and (ii) a number of shares of the Company’s common stock equal to the lesser of (a) the liquidation preference divided by the market value of the Company’s common stock on the effective date of such fundamental change and (b) 81.9672 (subject to adjustment). In certain circumstances, the Company may elect to cash settle any conversions in connection with a fundamental change.

7. Net Income Per Share

The Company calculates basic net income per share by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share takes into account the effect of potential dilutive common shares when the effect is dilutive. The effect of potential dilutive common shares, including common stock issuable upon exercise of outstanding stock options and stock purchase warrants, is computed using the treasury stock method. The effect of potential dilutive common shares from the conversion of outstanding convertible preferred securities is computed using the as-if converted method at the stated conversion rate. The RSUs granted to members of the Company’s board of directors contain non-forfeitable rights to dividends and therefore are considered to be participating securities in periods of net income. The calculation

12

of basic and diluted net income per share excludes net income attributable to the unvested RSUs from the numerator and excludes the impact of unvested RSUs from the denominator.

The computations of basic and diluted net income per share are as follows:

	Three Months Ended June 30,
	2015			2014
	(in thousands, except per share data)
Numerator:
Net income attributable to common stockholders	$	22,129		$	12,167
Net income allocated to participating securities		(11	)		(11	)
Numerator for basic net income per share		22,118			12,156
Dividends on Series A Preferred Stock		1,750			-
Dividends on Series B Preferred Stock		2,109			1,102
Numerator for diluted net income per share	$	25,977		$	13,258
Denominator:
Denominator for basic net income per share - weighted    average outstanding common shares		95,064			86,793
Dilutive effect of stock options		786			9
Dilutive effect of contingently issuable shares		16			27
Dilutive effect of Series A Preferred Stock		10,602			-
Dilutive effect of Series B Preferred Stock		16,728			8,824
Denominator for diluted net income per share		123,196			95,653
Net income per share attributable to common    stockholders - basic	$	0.23		$	0.14
Net income per share attributable to common    stockholders - diluted	$	0.21		$	0.14

For the three months ended June 30, 2015, 1.5 million unvested RSUs were not included in the computation of basic net income per share and excluded from the computation of diluted net income per share, as the effect would be anti-dilutive.

For the three months ended June 30, 2014, warrants to purchase 0.3 million shares of common stock and options to purchase 4.3 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive. In addition, 10.6 million shares of Series A Preferred Stock, which represent the weighted-average number of shares of common stock calculated using the as-if converted method, were also excluded from the calculation of diluted net income per share for the three months ended June 30, 2014, as the effect would be anti-dilutive. For the three months ended June 30, 2014, 1.4 million unvested RSUs were not included in the computation of basic net income per share and excluded from the computation of diluted net income per share.

13

	Six Months Ended June 30,
	2015			2014
	(in thousands, except per share data)
Numerator:
Net income attributable to common stockholders	$	39,289		$	26,960
Net income allocated to participating securities		(22	)		(30	)
Numerator for basic net income per share		39,267			26,930
Dividends on Series A Preferred Stock		3,500			-
Dividends on Series B Preferred Stock		4,218			1,102
Numerator for diluted net income per share	$	46,985		$	28,032
Denominator:
Denominator for basic net income per share - weighted    average outstanding common shares		94,797			81,964
Dilutive effect of stock options		621			4
Dilutive effect of contingently issuable shares		23			40
Dilutive effect of Series A Preferred Stock		10,602			-
Dilutive effect of Series B Preferred Stock		16,728			4,436
Denominator for diluted net income per share		122,771			86,444
Net income per share attributable to common    stockholders - basic	$	0.41		$	0.33
Net income per share attributable to common    stockholders - diluted	$	0.38		$	0.32

For the six months ended June 30, 2015, warrants to purchase 0.1 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive. For the six months ended June 30, 2015, 1.4 million unvested RSUs were not included in the computation of basic net income per share and excluded from the computation of diluted net income per share.

For the six months ended June 30, 2014, warrants to purchase 0.3 million shares of common stock and options to purchase 4.8 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive. In addition, 10.6 million shares of Series A Preferred Stock, which represent the weighted-average number of shares of common stock calculated using the as-if converted method, were also excluded from the calculation of diluted net income per share for the six months ended June 30, 2014, as the effect would be anti-dilutive. For the six months ended June 30, 2014, 1.3 million unvested RSUs were not included in the computation of basic net income per share and excluded from the computation of diluted net income per share.

14

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on February 26, 2015 with the Securities and Exchange Commission, or the SEC, as well as our condensed consolidated financial statements included in this Form 10-Q.

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Such forward-looking statements include those that express plans, anticipation, intent, contingencies, goals, targets or future development or otherwise are not statements of historical fact. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “intend” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on our current expectations and projections about future events, and they are subject to risks and uncertainties, known and unknown, that could cause actual results and developments to differ materially from those expressed or implied in such statements. The important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed on February 26, 2015, and in this Quarterly report, could cause actual results to differ materially from those indicated by forward-looking statements made herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview of Our Business

We are engaged primarily in providing mobile voice and data communications services using a constellation of orbiting satellites. We are the second largest provider of satellite-based mobile voice and data communications services based on revenue, and the only commercial provider of communications services offering true global coverage. Our satellite network provides communications services to regions of the world where wireless or wireline networks do not exist or are limited, including remote land areas, open oceans, airways, the polar regions and regions where the telecommunications infrastructure has been affected by political conflicts or natural disasters.

We provide voice and data communications services to businesses, the U.S. and foreign governments, non-governmental organizations and consumers via our satellite network, which has an architecture of 66 in-orbit satellites with in-orbit spares and related ground infrastructure. We utilize an interlinked mesh architecture to route traffic across our satellite constellation using radio frequency crosslinks between satellites. This unique architecture minimizes the need for local ground facilities to support the constellation, which facilitates the global reach of our services and allows us to offer services in countries and regions where we have no physical presence.

We sell our products and services to commercial end-users through a wholesale distribution network, encompassing 75 service providers, more than 190 value-added resellers, or VARs, and 50 value-added manufacturers, or VAMs, which create and sell technology that uses the Iridium^® network either directly to the end user or indirectly through other service providers, VARs or dealers. These distributors often integrate our products and services with other complementary hardware and software and have developed a broad suite of applications using our products and services to target specific lines of business. We expect that demand for our services will increase as more applications are developed and deployed that utilize our technology.

At June 30, 2015, we had approximately 766,000 billable subscribers worldwide, representing an increase of 9% from approximately 705,000 billable subscribers at June 30, 2014. We have a diverse customer base, with end users in the following lines of business: land-based handset; machine-to-machine, or M2M; maritime; aviation; and government.

We recognize revenue from both the sale of equipment and the provision of services. We expect a higher proportion of our future revenue will be derived from service revenue. Revenues from providing voice and data service historically have generated higher gross margins than sales of subscriber equipment.

In December 2015, we expect to begin launching our new satellite constellation, Iridium NEXT. Iridium NEXT will maintain the architecture of our current constellation, with 66 in-orbit satellites, as well as six in-orbit spares, and we are building nine ground spares. We have contracted with Thales Alenia Space France, or Thales, to construct the Iridium NEXT satellites, which are designed to be compatible with our current constellation and current end-user equipment, so that as the Iridium NEXT satellites are launched, they will replace satellites in the current constellation without affecting the service to our end users. We plan to deploy the first two satellites on a Dnepr rocket launched by International Space Company Kosmotras, or Kosmotras, with the remaining 70 satellites to be deployed on seven Falcon 9 rockets launched by Space Exploration Technologies Corporation, or SpaceX. We expect to complete the deployment of the Iridium NEXT constellation in 2017. We estimate the costs associated with the design, build and launch of Iridium NEXT and related ground infrastructure upgrades through deployment to be approximately $3 billion. Our funding plan for these costs includes the substantial majority of the funds available under our $1.8 billion credit facility, or the Credit Facility, together with cash on hand and internally generated cash flows, including potential cash flows from hosted payloads and Iridium PRIME^SM.

15

The Iridium NEXT constellation will also host the Aireon^SM system to provide a global air traffic surveillance service through a series of automatic dependent surveillance-broadcast, or ADS-B, receivers on the Iridium NEXT satellites. Aireon LLC, our joint venture with the air navigation service providers, or ANSPs, of Canada, Italy, Denmark and Ireland, has contracted to provide the Aireon service to our co-investors in Aireon and NATS (En Route) PLC, the ANSP of the United Kingdom. Aireon also plans to offer the service to other ANSPs worldwide including the U.S. Federal Aviation Administration, or FAA. Aireon will pay us a fee to host the ADS-B receivers on Iridium NEXT, as well as data services fees for the delivery of the air traffic surveillance data over the Iridium NEXT system. In addition, we have entered into an agreement with Harris Corporation, the manufacturer of the Aireon hosted payload, pursuant to which Harris pays us fees to allocate the remaining hosted payload capacity to its customers and we anticipate that Harris will also pay us data service fees on behalf of these customers.

Recent Developments

Iridium NEXT

As described above, we expect to begin launching our new satellite constellation, Iridium NEXT, by the end of 2015. Iridium NEXT satellites are under various stages of construction at the assembly, integration and test facility; our ground infrastructure upgrades are complete, and our Satellite Network Operations Center is ready to support Iridium NEXT. Most major hardware components have been qualified and the platform software is being tested. We are testing the new satellites for flight-readiness and to ensure they are compatible with our existing constellation.  A number of key flight components, including the Aireon payload, onboard processor, spacecraft bus and main mission antenna, have also been manufactured in sufficient quantities to prepare for high-rate production.

As a result of the refinement of the Iridium NEXT launch schedule during the second quarter of 2015, we updated the estimated useful lives of the current satellites and extended the life to be consistent with the expected deployment of Iridium NEXT. We will continue to evaluate the useful lives of our current satellites through the full deployment of Iridium NEXT as the satellites are placed into service.

We are required by the Credit Facility to obtain, at least three months prior to the first launch of Iridium NEXT satellites, insurance covering the launch and first 12 months of operation of the Iridium NEXT satellites on all eight of our planned launches. This Credit Facility requirement contains certain additional requirements for the underlying terms of such insurance, as well as contemplating  an element of self-insurance on the use of our nine ground spares and an initial relaunch right that we purchased under our launch services agreement with SpaceX.  We are placing the insurance with a number of different insurers, each of which insures a percentage of the full package of eight launches.  To date, we have placed over 60% of the insurance for all eight launches in the manner described below, and we continue to work to bind additional insurers.

The coverage we have obtained uses three coordinated policies to cover the Dnepr launch, the Falcon launches, and a constellation aggregate insurance policy, or CAI.  The Dnepr policy covers the launch and first twelve months of in-orbit operation for the two satellites to be launched on the Dnepr rocket, with no deductibles. The Falcon policy covers the launch and first twelve months of in-orbit operation for the 70 satellites to be launched on seven Falcon rockets.  The Falcon policy provides that the first loss due to a launch failure would be covered using our nine ground spares and the initial relaunch right under our SpaceX agreement (which is part of the overall cost of the existing SpaceX agreement), with insurance proceeds paying for the 10^th satellite.  The policy specifies that for subsequent launch losses and for in-orbit losses, we would recover insurance proceeds for the satellites and rocket costs, subject to a “franchise” deductible of two satellites per batch of ten satellites.  This means that we would not recover under the Falcon policy if there are one or two losses in a batch of ten satellites launched on the same rocket, but on the third such loss, we would recover the cost of three satellites and a pro-rated portion of a launch.  In addition, each loss thereafter from that batch would be covered.

The CAI policy covers partial satellite failures under the Dnepr policy and all losses under the Falcon policy that do not result in a payout under those individual policies, subject to a franchise deductible of five satellites.  This means that if the losses that were not paid out under the Dnepr and Falcon policies add up to an aggregate of six satellites, we would recover the cost of six satellites and a launch.  The policy provides that the franchise would then start over again, so that on the twelfth such loss, we would recover for the cost of another six satellites and a launch.  After the second franchise, the policy provides that we would recover for each additional lost satellite.

There is an additional element of self-insurance under each of the Falcon policy and the CAI policy, which provide that in the event we have not consumed ground spares due to launch losses, our first recovery for in-orbit losses would be reduced by the value of three satellites, and we would use our ground spares to replace those satellites.  If we had a subsequent launch failure, we would recover for the value of those three additional satellites to make up for the consumed ground spares.

As noted above, to date we have placed over 60% of the insurance for all eight launches.  In addition, one of the requirements under the Credit Facility is that our insurance cover the premiums for launch insurance on relaunches, which we had planned to place as a supplement to the coverage described above.  As a result of changing conditions in the space insurance market, we do not believe we will be able to complete the full placement of insurance prior to the first launch, and we may not be able to place the supplemental insurance for launch premiums on relaunches at all.  We are working with our lenders and insurers on a plan to place the remaining

16

portion of the insurance in batches of one or more launches. These changes to our insurance plan will require a waiver of the Credit Facility requirements, and, if we experience problems with our early launches, it could expose us to increased costs.For more information, see “Risk Factors – We do not expect to be able to fully insure all of our Iridium NEXT launches prior to the first launch, as a result of which we will need to obtain a waiver from our lenders under the Credit Facility and may be subject to increased costs,” below.

Material Trends and Uncertainties

Our industry and customer base has historically grown as a result of:

· demand for remote and reliable mobile communications services;

· increased demand for communications services by disaster and relief agencies, and emergency first responders;

· a broad wholesale distribution network with access to diverse and geographically dispersed niche markets;

· a growing number of new products and services and related applications;

· improved data transmission speeds for mobile satellite service offerings;

· regulatory mandates requiring the use of mobile satellite services;

· a general reduction in prices of mobile satellite services and subscriber equipment; and

· geographic market expansion through the ability to offer our services in additional countries.

Nonetheless, we face a number of challenges and uncertainties in operating our business, including:

· our ability to develop Iridium NEXT and related ground infrastructure, and to develop new and innovative products and services for Iridium NEXT;

· our ability to access the Credit Facility to meet our future capital requirements for the design, build and launch of the Iridium NEXT satellites;

· our ability to fully insure our Iridium NEXT launches on commercially reasonable terms;

· our ability to generate sufficient internal cash flows, including potential cash flows from hosted payloads and Iridium PRIME, to fund a portion of the costs associated with Iridium NEXT and support ongoing business;

· Aireon LLC’s ability to successfully develop and market its space-based ADS-B global aviation monitoring service to be carried as a hosted payload on the Iridium NEXT system;

· Aireon’s ability to raise sufficient funds to pay hosting fees to us;

· our ability to maintain the health, capacity, control and level of service of our existing satellite network through the transition to Iridium NEXT;

· changes in general economic, business and industry conditions, including the effects of currency exchange rates;

· our reliance on a single primary commercial gateway and a primary satellite network operations center;

· competition from other mobile satellite service providers and, to a lesser extent, from the expansion of terrestrial-based cellular phone systems and related pricing pressures;

· market acceptance of our products;

· regulatory requirements in existing and new geographic markets;

· rapid and significant technological changes in the telecommunications industry;

· reliance on our wholesale distribution network to market and sell our products, services and applications effectively;

· reliance on single-source suppliers for some of the components required in the manufacture of our end-user subscriber equipment and our ability to purchase parts that are periodically subject to shortages resulting from surges in demand, natural disasters or other events; and

· reliance on a few significant customers, particularly agencies of the U.S. government, for a substantial portion of our revenue, as a result of which the loss or decline in business with any of these customers may negatively impact our revenue and collectability of related accounts receivable.

17

Comparison of Our Results of Operations for the Three Months Ended June 30, 2015 and 2014

	Three Months Ended June 30,
				% of Total						% of Total			Change
($ in thousands)	2015			Revenue			2014			Revenue			Dollars			Percent
Revenue:
Services	$	78,016			77	%	$	76,217			74	%	$	1,799			2	%
Subscriber equipment		18,768			18	%		20,333			20	%		(1,565	)		(8	%)
Engineering and support services		5,135			5	%		5,971			6	%		(836	)		(14	%)
Total revenue		101,919			100	%		102,521			100	%		(602	)		(1	%)
Operating expenses:
Cost of services (exclusive of depreciation
and amortization)		14,320			14	%		16,730			16	%		(2,410	)		(14	%)
Cost of subscriber equipment		9,281			9	%		13,268			13	%		(3,987	)		(30	%)
Research and development		4,422			4	%		4,645			5	%		(223	)		(5	%)
Selling, general and administrative		18,742			18	%		18,493			18	%		249			1	%
Depreciation and amortization		12,820			13	%		19,672			19	%		(6,852	)		(35	%)
Total operating expenses		59,585			58	%		72,808			71	%		(13,223	)		(18	%)
Operating income		42,334			42	%		29,713			29	%		12,621			42	%
Other income (expense):
Interest income, net		792			1	%		725			1	%		67			9	%
Undrawn credit facility fees		(930	)		(1	%)		(1,460	)		(1	%)		530			(36	%)
Other income (expense), net		215			0	%		(3,789	)		(4	%)		4,004			(106	%)
Total other income (expense)		77			0	%		(4,524	)		(4	%)		4,601			(102	%)
Income before income taxes		42,411			42	%		25,189			25	%		17,222			68	%
Provision for income taxes		(16,423	)		(16	%)		(10,170	)		(10	%)		(6,253	)		61	%
Net income	$	25,988			26	%	$	15,019			15	%	$	10,969			73	%

Revenue

Total revenue decreased 1% to $101.9 million for the three months ended June 30, 2015 compared to $102.5 million for the three months ended June 30, 2014. This decrease in revenue was primarily due to a decrease in subscriber equipment revenue and engineering and support service revenue, partially offset by an increase in government service revenue.

Commercial Service Revenue 

	Three Months Ended
	June 30, 2015						June 30, 2014						Change
	(Revenue in millions and subscribers in thousands)
			Billable						Billable							Billable
	Revenue		Subscribers(1)		ARPU (2)		Revenue		Subscribers (1)		ARPU (2)		Revenue			Subscribers		ARPU
Commercial voice and data	$	44.6		359	$	41	$	45.7		352	$	44	$	(1.1	)		7	$	(3	)
Commercial M2M data		15.4		342		15		14.5		298		17		0.9			44		(2	)
Total Commercial	$	60.0		701			$	60.2		650			$	(0.2	)		51

(1) Billable subscriber numbers shown are at the end of the respective period.

(2) Average monthly revenue per unit, or ARPU, is calculated by dividing revenue in the respective period by the average of the number of billable subscribers at the beginning of the period and the number of billable subscribers at the end of the period and then dividing the result by the number of months in the period.

For the three months ended June 30, 2015, commercial voice and data revenue decreased primarily due to lower airtime usage and decline in value of the Russian ruble against the U.S. dollar, partially offset by an increase in both commercial voice and data subscribers.

18

For the three months ended June 30, 2015, commercial M2M data revenue increased primarily due to a 15% increase in commercial M2M data billable subscribers, partially offset by a decline in the related ARPU due to the growth in subscribers using lower priced plans.

We anticipate continued growth in billable commercial subscribers for the remainder of 2015.

Government Service Revenue 

Three Months Ended

June 30, 2015

June 30, 2014

Change

(Revenue in millions and subscribers in thousands)

Billable

Billable

Billable

Revenue

Subscribers(1)

Revenue

Subscribers (1)

Revenue

Subscribers

Government service revenue

$

18.0

65

$

16.0

55

$

2.0

10

(1) Billable subscriber numbers shown are at the end of the respective period.

Government service revenues for the three months ended June 30, 2015 increased to $18.0 million from $16.0 million in the prior year period as a result of an automatic price increase under the Enhanced Mobile Satellite Services, or EMSS, contract with the U.S. government’s Defense Information Systems Agency. Under this contract, revenue is a fixed monthly amount and is not based on subscribers or usage, allowing an unlimited number of users access to existing services. As we continue to innovate and better meet the needs of our customers, additional services not contemplated under the current EMSS contract may be provided in future periods at an amount mutually agreed upon by both parties. We anticipate government service revenue for the full year 2015 to exceed 2014.

Subscriber Equipment Revenue

Subscriber equipment revenue decreased $1.6 million, or 8%, for the three months ended June 30, 2015 compared to the prior year period. The decrease was primarily due to lower handset unit sales.

Engineering and Support Service Revenue

	Three Months Ended
	June30, 2015		June 30, 2014		Change
	(In millions)
Government	$	5.1	$	5.5	$	(0.4	)
Commercial		0.1		0.5		(0.4	)
Total	$	5.2	$	6.0	$	(0.8	)

Engineering and support service revenue decreased by $0.8 million for the three months ended June 30, 2015 compared to the prior year period as a result of nearing the completion of the U.S. Department of Defense’s gateway modernization efforts as we transition to Iridium NEXT capabilities.  We also completed a specific commercial project in July 2014, resulting in revenue in the prior year period that did not recur in 2015. We anticipate an increase in the scope of work for government contracts in 2015 resulting in overall growth in engineering and support service revenue compared to 2014.

Operating Expenses

Cost of Services (exclusive of depreciation and amortization)

Cost of services (exclusive of depreciation and amortization) includes the cost of network engineering and operations staff, including contractors, software maintenance, product support services and cost of services for government and commercial engineering and support service revenue.

Cost of services (exclusive of depreciation and amortization) decreased $2.4 million, or 14%, for the three months ended June 30, 2015 from the prior year period primarily due to lower costs on fixed price government contracts.

Cost of Subscriber Equipment

Cost of subscriber equipment includes the direct costs of equipment sold, which consist of manufacturing costs, allocation of overhead, and warranty costs.

19

Cost of subscriber equipment decreased by $4.0 million, or 30%, for the three months ended June 30, 2015 compared to the prior year period. This decrease was primarily due to a $2.1 million decline in the warranty provision for our Iridium OpenPort terminals and to decreased costs on a lower volume of handset and Iridium Pilot sales.

Research and Development

Research and development expenses decreased by $0.2 million, or 5%, for the three months ended June 30, 2015 compared to the prior year period due to a decrease in commercial push-to-talk development offset by increases in Iridium NEXT projects, including development costs associated with enabling faster data speeds on our equipment.

Depreciation and Amortization

Depreciation and amortization expense decreased by $6.9 million, or 35%, for the three months ended June 30, 2015 compared to the prior year period. Of the total decrease for the three months ended June 30, 2015, $3.8 million was related to depreciation and amortization accounted for the remaining $3.1 million decrease. The decrease in depreciation was primarily due to a change in the estimated useful lives of the satellites within our current constellation. During the third quarter of 2014, the first quarter of 2015 and again in the second quarter of 2015, we updated our analysis of the current satellites’ remaining useful lives. Based on the results of the continued refinement of the Iridium NEXT launch schedule and deployment plan, the estimated useful lives of the satellites within our current constellation were extended and are consistent with the expected deployment of Iridium NEXT. These changes in estimated useful life resulted in a $3.3 million decrease in depreciation expense for the three months ended June 30, 2015 when compared to the prior year period. We will continue to evaluate the useful lives of our current satellites through the full deployment of Iridium NEXT as the satellites are placed into service.

In addition, amortization expense decreased by $3.1 million for the three months ended June 30, 2015 compared to the prior year period due to the completion of amortization of certain definite-lived intangible assets in 2014. These definite-lived intangible assets included customer relationships, intellectual property and software which were assigned fair value as a result of our 2009 acquisition of Iridium Holdings LLC and were fully amortized over useful lives of five years.

Other Income (Expense)

Undrawn Credit Facility Fees

Commitment fees on the undrawn portion of the Credit Facility were $0.9 million for the three months ended June 30, 2015 compared to $1.5 million for the prior year period. The decrease of the commitment fee is directly proportional to the increase in the amounts borrowed under the Credit Facility as we continue to finance the development of Iridium NEXT.

Provision for Income Taxes

For the three months ended June 30, 2015, our income tax provision was $16.4 million, compared to $10.2 million for the prior year period.  The change in the income tax provision is primarily related to an increase in our income before income taxes.  If our current estimates change in future periods, the impact on the deferred tax assets and liabilities may change correspondingly.

Net Income

Net income was $26.0 million for the three months ended June 30, 2015, an increase of $11.0 million from the prior year period. This increase in net income was driven by a $6.9 million decrease in depreciation and amortization, a $4.0 million decrease in cost of subscriber equipment, and a $2.0 million favorable impact of the current EMSS contract. The increases in net income were partially offset by a $1.6 million decrease in subscriber equipment revenues.

20

Comparison of Our Results of Operations for the Six Months Ended June 30, 2015 and 2014

	Six Months Ended June 30,
				% of Total						% of Total			Change
($ in thousands)	2015			Revenue			2014			Revenue			Dollars			Percent
Revenue:
Services	$	153,440			77	%	$	149,647			75	%	$	3,793			3	%
Subscriber equipment		35,308			18	%		40,490			20	%		(5,182	)		(13	%)
Engineering and support services		10,178			5	%		10,416			5	%		(238	)		(2	%)
Total revenue		198,926			100	%		200,553			100	%		(1,627	)		(1	%)
Operating expenses:
Cost of services (exclusive of depreciation
and amortization)		29,202			15	%		30,933			15	%		(1,731	)		(6	%)
Cost of subscriber equipment		19,928			10	%		27,180			14	%		(7,252	)		(27	%)
Research and development		8,548			4	%		6,766			3	%		1,782			26	%
Selling, general and administrative		39,266			20	%		37,679			19	%		1,587			4	%
Depreciation and amortization		26,175			13	%		39,938			20	%		(13,763	)		(34	%)
Total operating expenses		123,119			62	%		142,496			71	%		(19,377	)		(14	%)
Operating income		75,807			38	%		58,057			29	%		17,750			31	%
Other income (expense):
Interest income, net		2,029			1	%		1,362			1	%		667			49	%
Undrawn credit facility fees		(1,847	)		(1	%)		(2,959	)		(2	%)		1,112			(38	%)
Other income (expense), net		1			0	%		(4,139	)		(2	%)		4,140			(100	%)
Total other income (expense)		183			0	%		(5,736	)		(3	%)		5,919			(103	%)
Income before income taxes		75,990			38	%		52,321			26	%		23,669			45	%
Provision for income taxes		(28,983	)		(15	%)		(20,759	)		(10	%)		(8,224	)		40	%
Net income	$	47,007			23	%	$	31,562			16	%	$	15,445			49	%

Revenue

Total revenue decreased 1% to $198.9 million for the six months ended June 30, 2015 compared to $200.6 million for the six months ended June 30, 2014. This decrease in revenue was primarily due to a $5.2 million decrease in subscriber equipment revenue, partially offset by a $4.0 million increase in government service revenue.

Commercial Service Revenue 

	Six Months Ended
	June 30, 2015						June 30, 2014						Change
	(Revenue in millions and subscribers in thousands)
			Billable						Billable							Billable
	Revenue		Subscribers (1)		ARPU (2)		Revenue		Subscribers (1)		ARPU (2)		Revenue			Subscribers		ARPU
Commercial voice and data	$	87.4		359	$	41	$	89.6		352	$	43	$	(2.2	)		7	$	(2	)
Commercial M2M data	$	30.0		342		15		28.0		298		16		2.0			44		(1	)
Total Commercial	$	117.4		701			$	117.6		650			$	(0.2	)		51

(1) Billable subscriber numbers shown are at the end of the respective period.

(2) ARPU is calculated by dividing revenue in the respective period by the average of the number of billable subscribers at the beginning of the period and the number of billable subscribers at the end of the period and then dividing the result by the number of months in the period.

For the six months ended June 30, 2015, commercial voice and data revenue decreased primarily due to lower airtime usage and decline in value of the Russian ruble against the U.S. dollar, partially offset by an increase in both commercial voice and data subscribers.

21

For the six months ended June 30, 2015, commercial M2M data revenue increased primarily due to a 15% increase in commercial M2M data billable subscribers, partially offset by a decline in the related ARPU due to the growth in subscribers using lower priced plans.

Government Service Revenue 

Six Months Ended

June 30, 2015

June 30, 2014

Change

(Revenue in millions and subscribers in thousands)

Billable

Billable

Billable

Revenue

Subscribers (1)

Revenue

Subscribers (1)

Revenue

Subscribers

Government service revenue

$

36.0

65

$

32.0

55

$

4.0

10

(1) Billable subscriber numbers shown are at the end of the respective period.

Government service revenues for the six months ended June 30, 2015 increased to $36.0 million from $32.0 million in the prior year period as a result of the automatic price increase under the EMSS contract described above.

Subscriber Equipment Revenue

Subscriber equipment revenue decreased $5.2 million, or 13%, for the six months ended June 30, 2015 compared to the prior year period. The decrease was primarily due to lower handset unit sales.

Engineering and Support Service Revenue

	Six Months Ended
	June 30, 2015		June 30, 2014		Change
	(In millions)
Government	$	9.6	$	9.4	$	0.2
Commercial		0.6		1.0		(0.4	)
Total	$	10.2	$	10.4	$	(0.2	)

Engineering and support service revenue decreased by $0.2 million for the six months ended June 30, 2015 compared to the prior year period as a result of the completion of a specific commercial project in July 2014, offset by an increase in government revenue resulting from the U.S. Department of Defense’s gateway modernization efforts as we transition to Iridium NEXT capabilities during 2015. We anticipate an increase in the scope of work for government contracts in 2015 resulting in overall growth in engineering and support service revenue compared to 2014.

Operating Expenses

Cost of Services (exclusive of depreciation and amortization)

Cost of services (exclusive of depreciation and amortization) decreased $1.7 million, or 6%, for the six months ended June 30, 2015 from the prior year period primarily due to lower costs on fixed price government contracts.

Cost of Subscriber Equipment

Cost of subscriber equipment decreased by $7.3 million, or 27%, for the six months ended June 30, 2015 compared to the prior year period. This decrease was primarily due to a decline in the warranty provision for our Iridium OpenPort terminals and to decreased costs on a lower volume of handset and Iridium Pilot sales.

Research and Development

Research and development expenses increased by $1.8 million, or 26%, for the six months ended June 30, 2015 compared to the prior year period due to Iridium NEXT projects, including development costs associated with enabling faster data speeds on our equipment.

22

Selling, General and Administrative

Selling, general and administrative expenses that are not directly attributable to the sale of services or products include sales and marketing costs as well as employee-related expenses (such as salaries, wages, and benefits), legal, finance, information technology, facilities, billing and customer care expenses.

Selling, general and administrative expenses increased by $1.6 million, or 4%, for the six months ended June 30, 2015 compared to the prior year period, primarily due to an increase in employee-related costs including stock-based compensation expense.

Depreciation and Amortization

Depreciation and amortization expense decreased by $13.8 million, or 34%, for the six months ended June 30, 2015 compared to the prior year period. Of the total decrease for the six months ended June 30, 2015, $7.7 million was related to depreciation and amortization accounted for the remaining $6.1 million decrease. The decrease in depreciation was primarily due to the change in the estimated useful lives of the satellites within our current constellation as described above. These changes in estimated useful life resulted in a $6.3 million decrease in depreciation expense for the six months ended June 30, 2015 when compared to the prior year period. We will continue to evaluate the useful lives of our current satellites through the full deployment of Iridium NEXT as the satellites are placed into service.

Also contributing to the decrease in depreciation expense was a $0.9 million impairment charge recorded during the six months ended June 30, 2014 related to an in-orbit satellite with which we lost communication in January 2014. We did not lose any satellites during the six months ended June 30, 2015.

In addition, amortization expense decreased by $6.1 million for the six months ended June 30, 2015 compared to the prior year period due to the completion of amortization of certain definite-lived intangible assets in 2014. These definite-lived intangible assets included customer relationships, intellectual property and software which were assigned fair value as a result of our 2009 acquisition of Iridium Holdings LLC and were fully amortized over useful lives of five years.

Other Income (Expense)

Interest Income, net

Interest income, net, increased by $0.7 million, or 49%, for the six months ended June 30, 2015 compared to the prior year period primarily due to the interest earned on our additional investments in marketable securities purchased from the proceeds of the equity issuances in May 2014.

Undrawn Credit Facility Fees

Commitment fees on the undrawn portion of the Credit Facility were $1.8 million for the six months ended June 30, 2015 compared to $3.0 million for the prior year period. The decrease of the commitment fee is directly proportional to the increase in the amounts borrowed under the Credit Facility as we continue to finance the development of Iridium NEXT.

Provision for Income Taxes

For the six months ended June 30, 2015, our income tax provision was $29.0 million, compared to $20.8 million for the prior year period.   The change in the income tax provision is primarily related to an increase in our income before taxes. If our current estimates change in future periods, the impact on the deferred tax assets and liabilities may change correspondingly.

Net Income

Net income was $47.0 million for the six months ended June 30, 2015, an increase of $15.4 million from the prior year period. This increase in net income was driven by a $13.8 million decrease in depreciation and amortization and a $7.3 million decrease in cost of subscriber equipment.  The increases in net income were partially offset by a $5.2 million decrease in subscriber equipment revenues.

Liquidity and Capital Resources

As of June 30, 2015, our total cash and cash equivalents balance was $198.9 million, and our marketable securities balance was $278.0 million. Our principal sources of liquidity are cash, cash equivalents and marketable securities, internally generated cash flows, and the Credit Facility. Our principal liquidity requirements are to meet capital expenditure needs, principally the design, build and launch of Iridium NEXT, as well as for working capital, interest payments on the Credit Facility, and dividends payable on our Series A Preferred Stock and Series B Preferred Stock.

23

We estimate the aggregate costs associated with the design, build and launch of Iridium NEXT and related infrastructure upgrades through 2017 to be approximately $3 billion. Our funding plan for these costs includes the substantial majority of the funds available under the Credit Facility, together with cash and marketable securities on hand, and internally generated cash flows, including potential cash flows from hosted payloads and Iridium PRIME. We currently use the Credit Facility to pay 85% of each invoice we receive from Thales under our contract for the development and construction of our Iridium NEXT satellites, with the remaining 15% funded from cash, cash equivalents and marketable securities on hand. We also utilize the Credit Facility to fund the COFACE insurance premiums and a portion of the interest under the Credit Facility. Once the Credit Facility is fully drawn, we expect to pay 100% of each invoice we receive from Thales and all interest on the Credit Facility from cash, cash equivalents and marketable securities on hand, and internally generated cash flows, including potential cash flows from hosted payloads and Iridium PRIME.

The Credit Facility contains borrowing restrictions, including financial performance covenants and covenants relating to hosted payloads, and there can be no assurance that we will be able to continue to borrow funds under the Credit Facility. There can also be no assurance that our internally generated cash flows, including those from Iridium PRIME and hosted payloads on our Iridium NEXT satellites, will meet our current expectations. If we do not generate sufficient cash flows, or if the cost of implementing Iridium NEXT or the other elements of our business plan are higher than anticipated, we may need further external funding. Our ability to obtain additional funding may be adversely affected by a number of factors, including global economic conditions, and such funding may not be available on reasonable terms or at all. If we are not able to secure such funding in a timely manner, our ability to maintain our network, to design, build and launch Iridium NEXT and related ground infrastructure, products and services, and to pursue additional growth opportunities will be impaired, and we would likely need to delay some elements of our Iridium NEXT development. Our liquidity and our ability to fund our liquidity requirements also depend on our future financial performance, which is subject to general economic, financial, regulatory and other factors that are beyond our control.

Holders of Series A Preferred Stock are entitled to receive cumulative cash dividends at an annual rate of $7.00 per share. Dividends are payable quarterly in arrears on each March 15, June 15, September 15 and December 15. For each full quarter that the Series A Preferred Stock is outstanding, and assuming that no shares of Series A Preferred Stock have been converted into shares of our common stock, we are required to pay cash dividends of $1.75 million. We expect that we will satisfy dividend requirements, if and when declared, from internally generated cash flows.

Holders of Series B Preferred Stock are entitled to receive cumulative cash dividends at an annual rate of $16.875 per share. Dividends are payable quarterly in arrears on each March 15, June 15, September 15 and December 15, beginning September 15, 2014. For each full quarter that the Series B Preferred Stock is outstanding, and assuming that no shares of Series B Preferred Stock have been converted into shares of our common stock, we are required to pay cash dividends of $2.1 million. We expect that we will satisfy dividend requirements, if and when declared, from internally generated cash flows.

As of June 30, 2015, we had borrowed a total of $1,393.1 million under the Credit Facility. The unused portion of the Credit Facility as of June 30, 2015 was $406.9 million. Under the terms of the Credit Facility, a minimum cash reserve for debt service of $88.5 million as of June 30, 2015 was maintained and classified as restricted cash. This minimum cash reserve requirement will increase over the term of the Credit Facility to $189.0 million in 2017. In addition to the minimum debt service levels, financial covenants under the Credit Facility, as amended and restated in May 2014, include:

· an available cash balance of at least $25 million;

· a debt-to-equity ratio, which is calculated as the ratio of total net debt to the aggregate of total net debt and total stockholders’ equity, of no more than 0.7 to 1, measured each June 30 and December 31;

· specified maximum levels of annual capital expenditures (excluding expenditures on the construction of Iridium NEXT satellites) through the year ending December 31, 2024;

· specified minimum levels of consolidated operational earnings before interest, taxes, depreciation and amortization, or operational EBITDA, for the 12-month periods ending each December 31 and June 30 through December 31, 2017;

· specified minimum cumulative cash flow requirements from customers who have hosted payloads on our satellites, measured each December 31 and June 30, from June 30, 2016 through December 31, 2017;

· a debt service coverage ratio, measured during the repayment period, of not less than 1 to 1.5; and

· specified maximum leverage levels during the repayment period that decline from a ratio of 4.73 to 1 for the twelve months ending June 30, 2018 to a ratio of 2.36 to 1 for the twelve months ending December 31, 2024.

Our available cash balance, as defined by the Credit Facility, was $272.9 million as of June 30, 2015. Our debt-to-equity ratio was 0.48 to 1 as of June 30, 2015. We were in compliance with the operational EBITDA covenant set forth above as of June 30, 2015. We were also in compliance with the annual capital expenditure covenant as of December 31, 2014, the last point at which it was measured.

24

The covenants regarding capital expenditures, operational EBITDA and hosted payload cash flows are calculated in connection with a measurement, which we refer to as available cure amount, that is derived using a complex calculation based on overall cash flows, as adjusted by numerous measures specified in the Credit Facility. In a period in which our capital expenditures exceed, or our operational EBITDA or hosted payload cash flows falls short of, the amount specified in the respective covenant, we would be permitted to allocate available cure amount, if any, to prevent a breach of the applicable covenant. As of June 30, 2015, we had an available cure amount of $12.9 million, though it was not required to maintain compliance with the covenants. The available cure amount has fluctuated significantly from one measurement period to the next, and we expect that it will continue to do so.

The covenants also place limitations on our ability and that of our subsidiaries to carry out mergers and acquisitions, dispose of assets, grant security interests, declare, make or pay dividends, enter into transactions with affiliates, fund payments under the full scale development contract, or FSD, with Thales from our own resources, incur additional indebtedness, or make loans, guarantees or indemnities. If we are not in compliance with the financial covenants under the Credit Facility, after any opportunity to cure such non-compliance, or we otherwise experience an event of default under the Credit Facility, the lenders may require repayment in full of all principal and interest outstanding under the Credit Facility. It is unlikely we would have adequate funds to repay such amounts prior to the scheduled maturity of the Credit Facility. If we fail to repay such amounts, the lenders may foreclose on the assets we have pledged under the Credit Facility, which include substantially all of our assets and those of our domestic subsidiaries.

We believe that our liquidity sources will provide sufficient funds for us to meet our liquidity requirements for at least the next 12 months.

Cash Flows

The following table summarizes our cash flows:

	Six Months Ended June 30,
	2015			2014			Change
	(in thousands)
Cash provided by operating activities	$	92,714		$	91,197		$	1,517
Cash used in investing activities	$	(191,742	)	$	(195,806	)	$	4,064
Cash provided by financing activities	$	86,921		$	254,595		$	(167,674	)

Cash Flows from Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2015 increased by $1.5 million from the prior year period. This increase was principally due to timing of cash collections for customer-related receivables, a payment to SpaceX made in the first half of 2014 that did not recur in first half of 2015 for the reservation of additional future satellite launches, offset by the intentional increase in certain products as we transition contract manufacturers and cash receipts from Harris received in the first half of 2014 that did not recur in the first half of 2015 for hosted payload activity.

Cash Flows from Investing Activities

Net cash used in investing activities for the six months ended June 30, 2015 decreased by $4.1 million compared to the prior year period primarily due a $70.2 million increase in net sales of marketable securities, offset by a $66.1 million increase in capital expenditures primarily related to Iridium NEXT.

Cash Flows from Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2015 decreased by $167.7 million from the prior year period primarily due to the receipt of net proceeds of $219.7 million from the sale of our common stock and Series B Preferred Stock during the second quarter of 2014, offset by the $56.5 million increase in borrowings under our credit facility in 2015.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements, as such term is defined in Item 303(a)(4)(ii) of the SEC’s Regulation S-K, that have or are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity or capital resources.

25

Seasonality

Our results of operations have been subject to seasonal usage changes for commercial customers, and we expect that our results will be affected by similar seasonality effects in the future. March through October are typically the peak months for commercial voice services revenue and related subscriber equipment sales. Commercial M2M revenue has been less subject to seasonal usage changes, and revenue from our fixed-price U.S. government contract will not be subject to seasonal fluctuations.

Recent Accounting Developments

In May 2014, the Financial Accounting Standards Board, or FASB, and the International Accounting Standards Board jointly issued a comprehensive new revenue recognition standard, Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, or ASU 2014-09,  that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. ASU 2014-09 requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In July 2015, the FASB voted to defer the effective date of ASU 2014-09 for public entities to be effective for annual and interim periods beginning after December 15, 2017. Early adoption would be permitted no earlier than the original effective date beginning after December 15, 2016. ASU 2014-09 becomes effective for us in the first quarter of fiscal 2018. We have not yet selected a transition method, and we are currently evaluating the effect, if any, that ASU 2014-09 will have on our consolidated financial statements and related disclosures.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis, or ASU 2015-02. ASU 2015-02 amends the consolidation requirements in ASC 810 –Consolidation. ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidated analysis of reporting entities that are involved with variable interest entities, particularly those that have fee arrangements and related party relationships and (iv) provide a scope exception for certain entities. ASU 2015-02 is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years. We are currently evaluating the effect, if any, that ASU 2015-02 will have on our consolidated financial statements and related disclosures.

In April 2015, the FASB issued ASU 2015-03, Interest: Imputation of Interest, or ASU 2015-03.  ASU 2015-03 amends the presentation of the cost of issuing debt on balance sheets. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years. We are currently evaluating the effect that ASU 2015-03 will have on our consolidated financial statements and related disclosures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest income earned on our cash, cash equivalents and marketable securities balances is subject to interest rate fluctuations. For the three months ended June 30, 2015, a one-half percentage point increase or decrease in interest rates would not have had a material effect on our interest income.

We had borrowed $1,393.1 million under the Credit Facility as of June 30, 2015. A portion of the draws we make under the Credit Facility bear interest at a floating rate equal to the London Interbank Offered Rate, or LIBOR, plus 1.95% and will, accordingly, subject us to interest rate fluctuations in future periods. Had the currently outstanding borrowings under the Credit Facility been outstanding throughout the three months ended June 30, 2015, a one-half percentage point increase or decrease in the LIBOR would have changed our interest cost by approximately $0.2 million for the three months ended June 30, 2015.

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, accounts receivable and accounts payable. At times we maintain cash and cash equivalent deposit balances in excess of Federal Deposit Insurance Corporation limits, and we may have marketable securities balances in excess of Securities Investment Protection Corporation limits. However, we maintain our cash, cash equivalents and marketable securities with financial institutions with high credit ratings. The majority of our cash is swept nightly into funds that invest in or are collateralized by U.S government-backed securities. We invest in marketable securities consisting of U.S. treasury notes, fixed income debt instruments and commercial paper debt instruments with fixed interest rates and maturity dates within three years of original purchase. Due to the credit quality and nature of these debt instruments, we do not believe there has been a significant change in our market risk exposure since December 31, 2014. Accounts receivable are due from both domestic and international customers. We perform credit evaluations of our customers’ financial condition and record reserves to provide for estimated credit losses. Accounts payable are owed to both domestic and international vendors.

26

We also currently hold marketable securities consisting of commercial paper and fixed-income debt securities. As of June 30, 2015, a 100 basis point change in interest rates would not have had a material impact on the fair value of our marketable securities.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer, who is our principal executive officer, and our chief financial officer, who is our principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this report. In evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Based on this evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this report, to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2015, there were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

27

PART II.

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. In addition to the other information set forth in this quarterly report on Form 10-Q, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission on February 26, 2015, as updated by the following risk factor:

We do not expect to be able to fully insure all of our Iridium NEXT launches prior to the first launch, as a result of which we will need to obtain a waiver from our lenders under the Credit Facility and may be subject to increased costs.

The terms of the Credit Facility require us to obtain and maintain insurance for the Iridium NEXT satellites covering launch and in-orbit operations for a period of 12 months after launch.  The Credit Facility requires that we obtain such coverage for all eight of our planned launches three months prior to the first launch.  Due to changing conditions in the space insurance market, we have only been able to secure a portion of the insurance for all launches to date, and we do not expect to be able to secure the remaining portion for all launches in a timely manner.  Accordingly, we are seeking a waiver under the Credit Facility allowing us to obtain the remaining insurance in installments of one or more launches before such launches are undertaken. Our lenders may be unwilling to grant such a waiver, which would trigger an event of default under the Credit Facility, giving our lenders the right to accelerate repayment of all outstanding borrowings.

Further, obtaining launch and in-orbit insurance in installments subjects us to the risk that the market for insurance for later launches may be adversely affected by launch or in-orbit failures on earlier launches or by other changes in market conditions.  If we experience such issues, our cost to obtain insurance for the remaining portion of our later launches may exceed our estimates, or we may not be able to obtain such insurance at all.  If we are not able to secure insurance for the remaining portion of our later launches and experience launch or in-orbit losses, we may be required to consume our nine ground and six in-orbit spare satellites.  If such losses exceed our available spares and the proceeds from the insurance we are able to place, we may substantially exceed our cost estimates for the deployment of Iridium NEXT or be unable to complete the deployment of Iridium NEXT at all.      

The portion of the launch and in-orbit insurance we have obtained to date contains, consistent with the terms of the Credit Facility, elements of self-insurance and deductibles, providing reimbursement only after a specified number of satellite failures. The coverage we are seeking for installments of one or more launches contains similar elements of self-insurance and deductibles. As a result, even if we obtain full launch and in-orbit insurance for each launch, a failure of one or more of our satellites, or the occurrence of equipment failures and other related problems, could constitute an uninsured loss and could harm our financial condition. Furthermore, launch and in-orbit insurance does not cover lost revenue. For more information regarding the terms of our launch and in-orbit insurance, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments – Iridium NEXT,” above.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

28

ITEM 6. EXHIBITS.

See the exhibit index.

29

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

IRIDIUM COMMUNICATIONS INC.
By:	/s/ Thomas J. Fitzpatrick
	Thomas J. Fitzpatrick
	Chief Financial Officer (as duly authorized officer and as principal financial officer of the registrant)

Date: July 30, 2015

30

EXHIBIT INDEX

Exhibit	Description
3.1	Certificate of Amendment to Amended and Restated Certificate of Incorporation dated May 12, 2015, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
3.2	Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8/K filed with the SEC on May 15, 2015.
10.1	Amendment, dated May 7, 2015, to the COFACE Facility Agreement among Iridium Satellite LLC, the Registrant, Iridium Holdings LLC, SE Licensing LLC, Iridium Carrier Holdings LLC, Iridium Carrier Services LLC, Syncom-Iridium Holdings Corp., Iridium Constellation LLC and Iridium Government Services LLC; Deutsche Bank AG (Paris Branch), Banco Santander SA, Société Générale, Natixis, Mediobanca International (Luxembourg) S.A., BNP Paribas, Crédit Industriel et Commercial, Intesa Sanpaolo S.p.A. (Paris Branch) and Unicredit Bank Austria AG; Deutsche Bank Trust Company Americas as the security agent and U.S. collateral agent; and Société Générale as the COFACE agent, dated as of October 4, 2010, as amended and restated on May 2, 2014.
10.2†	Amendment No. 6 to Contract for Launch Services No. IS-11-032 between Iridium Satellite LLC and International Space Company Kosmotras, dated as of June 22, 2015.
10.3†	Amendment to Contract for Enhanced Mobile Satellite Services between Iridium Satellite LLC and the Defense Information Systems Agency, dated as of June 3, 2015.
10.4*	Iridium Communications Inc. 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
10.5*	Forms of Option Grant Notice and Option Agreement for use in connection with the Iridium Communications Inc. 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
10.6*	Forms of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement for use in connection with the Iridium Communications Inc. 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
10.7*	Forms of Non-Employee Director Option Grant Notice and Non-Employee Director Option Agreement for use in connection with the Iridium Communications Inc. 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
10.8*	Forms of Non-Employee Director Restricted Stock Unit Award Grant Notice and Non-Employee Director Restricted Stock Unit Award Agreement for use in connection with the Iridium Communications Inc. 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
10.9*	UK Sub-Plan of the Iridium Communications Inc. 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
10.10*	Forms of UK Option Grant Notice and UK Option Agreement for use in connection with the Iridium Communications Inc. 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
10.11*	Forms of UK Restricted Stock Unit Award Grant Notice and UK Restricted Stock Unit Award Agreement for use in connection with the Iridium Communications Inc. 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
10.12*	Forms of UK Non-Employee Director Option Grant Notice and UK Non-Employee Director Option Agreement for use in connection with the Iridium Communications Inc. 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.9 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
10.13*	Forms of UK Non-Employee Director Restricted Stock Unit Award Grant Notice and UK Non-Employee Director Restricted Stock Unit Award Agreement for use in connection with the Iridium Communications Inc. 2015 Equity Incentive Plan, incorporated by reference to Exhibit 10.10 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2015.
31.1	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to section 302 of The Sarbanes-Oxley Act of 2002.

31

Exhibit	Description
31.2	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to section 302 of The Sarbanes-Oxley Act of 2002.
32.1*	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) and 15d-14(b) promulgated under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to section 906 of The Sarbanes-Oxley Act of 2002.
101	The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Securities and Exchange Commission on July 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i)   Condensed Consolidated Balance Sheets at June 30, 2015 and December 31, 2014; (ii)  Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2015 and 2014; (iii) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014; and (iv) Notes to Condensed Consolidated Financial Statements.

† Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this exhibit have been separately filed with the Securities and Exchange Commission.

* These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

32

EX-10.1

Exhibit 10.1

THIS AMENDMENT TO THE COFACE FACILITY AGREEMENT (this “Amendment”), dated as of [07 May] 2015 (the “Effective Date”), is made by and among IRIDIUM COMMUNICATIONS INC., a Delaware corporation (the “Parent”), IRIDIUM SATELLITE LLC, a Delaware limited liability company, as borrower (the “Borrower”), THE GUARANTORS under and as defined in the COFACE Facility Agreement referred to below, and SOCIÉTÉ GÉNÉRALE as agent of the other Finance Parties (in this capacity the “COFACE Agent”) and is made with reference to the COFACE Facility Agreement, dated as of October 4, 2010 and as amended and restated as of May 2, 2014, by and among the Parent, the Borrower, the other Obligors party thereto, the Lenders party thereto, the COFACE Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS as security agent and trustee for the Secured Parties (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “COFACE Facility Agreement”).

agreement:

1. Definitions; Interpretation

1.1 Definitions

Capitalised terms defined in the COFACE Facility Agreement have, unless expressly defined in this Amendment, the same meaning in this Amendment.

1.2 Construction

The principles of construction set out in Clause 1.2 (Construction) of the COFACE Facility Agreement will have effect as if set out in this Amendment.

2. Amendment

Effective as of the Effective Date, the COFACE Facility Agreement is hereby amended by deleting Clause 20.8 (UK establishment) in its entirety and replacing it with the following:

“20.8 [Reserved]”

3. DIRECTION

The COFACE Agent (at the direction of the Majority Lenders) hereby directs Deutsche Bank Trust Company Americas, as Security Agent, to consent to charter capital increases in OOO Iridium Service from time to time pursuant to (a) Clause 7.1(b)(i) of that certain Pledge of Participation Interest Agreement, dated as of October 30, 2013, between the Borrower and the Security Agent (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Russian Pledge Agreement”) and (b) paragraph (m) of the definition of Permitted Disposal, by entering into addenda to the Russian Pledge Agreement substantially in the form attached hereto as Exhibit A from time to time as requested by the Borrower.

1

4. Representations

4.1 Representations

The representations set out in this Clause 4 (Representations) are made by each Obligor on the date of this Amendment to each Finance Party.

4.2 Powers and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise the entry into, performance and delivery of, this Amendment and the transactions contemplated by this Amendment.

4.3 Legal validity

Subject to the Legal Reservations, the obligations expressed to be assumed by it in this Amendment are legal, valid, binding and enforceable obligations.

4.4 Non-conflict

The entry into and performance by it of, and the transactions contemplated by, this Amendment do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any of its assets or constitute a default of termination event (however described) under any such agreement or instrument where such circumstance has or is reasonably likely to have a Material Adverse Effect.

4.5 Authorisations

All authorisations required by it in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, this Amendment have been obtained or effected (as appropriate) and are in full force and effect.

4.6 Governing law and enforcement

(a) Subject to the Legal Reservations, the choice of governing law of this Amendment will be recognised and enforced in its Relevant Jurisdictions.

(b) Subject to the Legal Reservations, any judgment obtained in relation to this Amendment will be recognised and enforced in its Relevant Jurisdictions.

4.7 COFACE Facility Agreement

Unless a representation and warranty set out in Clause 20 (Representations) of the COFACE Facility Agreement is expressed to be given at a specific date, each Obligor makes the representations and warranties set out in Clause 20 (Representations) of the COFACE Facility Agreement (other than the representations and warranties in Clauses 20.14(a), (b) and (c) (Original Financial Statements), 20.18 (Taxation) and 20.24 (Shares and Material Companies) of

2

the COFACE Facility Agreement) on the Effective Date, in each case as if references to the COFACE Facility Agreement are references to the COFACE Facility Agreement, as amended hereby, with reference to the facts and circumstances then existing, provided that, in the case of those representations and warranties contained in Clause 20.13 (No misleading information) of the COFACE Facility Agreement, such representations and warranties are made only with respect to any subsequent and new information delivered under the COFACE Facility Agreement since the last period where such representation and warranty was made or deemed to be made under the COFACE Facility Agreement.

5. CONDITIONS TO EFFECTIVENESS

This Amendment shall become effective on the Effective Date upon the due execution of a signature page to this Amendment by each of the Parent, the Borrower, the other Obligors and the COFACE Agent on behalf of the Finance Parties and delivery of each party’s respective signature pages to each of the other parties hereto.

6. Governing law; jurisdiction, etc.

This Amendment and any non-contractual obligations arising out of or in connection with it are governed by English law. The provisions of Clause 40 (Enforcement) of the COFACE Facility Agreement are hereby incorporated by reference, mutatis mutandis, as if set forth in full herein.

7. Miscellaneous

(a) This Amendment is a Finance Document.

(b) Each Obligor:

(i) agrees to the amendments to the COFACE Facility Agreement as contemplated by this Amendment; and

(ii) with effect from the Effective Date, confirms that any guarantee or security given by it or created under a Finance Document will:

(A) continue in full force and effect; and

(B) extend to the liabilities and obligations of the Obligors to the Finance Parties under the Finance Documents as amended by this Amendment.

(c) On and after the date hereof, each reference in the COFACE Facility Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the COFACE Facility Agreement, and each reference in the other Finance Documents to the “COFACE Facility Agreement”, “thereunder”, “thereof” or words of like import referring to the COFACE Facility Agreement shall mean and be a reference to the COFACE Facility Agreement as amended by this Amendment.

(d) Except as specifically amended by this Amendment, the COFACE Facility Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed.

(e) Each Finance Party reserves any other right or remedy it may have now or subsequently.  The execution, delivery and performance of this Amendment shall not constitute a waiver

3

of any provision of, or operate as a waiver of any right, power or remedy of the Finance Parties under the COFACE Facility Agreement except as expressly provided herein.

(f) Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

(g) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.  Signatures to this Amendment may be delivered by facsimile or other electronic means of transmission, and any signature so delivered shall be deemed an original executed counterpart.

4

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed and delivered as of the date first above written.

Parent

IRIDIUM COMMUNICATIONS INC.

By: /s/  Thomas J. Fitzpatrick________

Name:  Thomas J. Fitzpatrick

Title:    Chief Financial Officer

Borrower

IRIDIUM SATELLITE LLC

By: /s/  Thomas J. Fitzpatrick________

Name:  Thomas J. Fitzpatrick

Title:    Chief Financial Officer

Obligors

IRIDIUM COMMUNICATIONS INC.

By: /s/  Thomas J. Fitzpatrick________

Name:  Thomas J. Fitzpatrick

Title:    Chief Financial Officer

IRIDIUM HOLDINGS LLC

By: /s/  Thomas J. Fitzpatrick________

Name:  Thomas J. Fitzpatrick

Title:    Chief Financial Officer

IRIDIUM CARRIER HOLDINGS LLC

By: /s/  Thomas J. Fitzpatrick________

Name:  Thomas J. Fitzpatrick

Title:    Chief Financial Officer

IRIDIUM CARRIER SERVICES LLC

By: /s/  Thomas J. Fitzpatrick________

Name:  Thomas J. Fitzpatrick

Title:    Chief Financial Officer

IRIDIUM CONSTELLATION LLC

By: /s/  Thomas J. Fitzpatrick________

Name:  Thomas J. Fitzpatrick

Title:    Chief Financial Officer

IRIDIUM GOVERNMENT SERVICES LLC

By: /s/  Thomas J. Fitzpatrick________

Name:  Thomas J. Fitzpatrick

Title:    Chief Financial Officer, Iridium Constellation LLC, its manager

SYNCOM-IRIDIUM HOLDINGS CORP.

By: /s/ Thomas J. Fitzpatrick_________

Name: Thomas J. Fitzpatrick

Title:   Chief Financial Officer

IRIDIUM BLOCKER-B INC.

By: /s/ Thomas J. Fitzpatrick_________

Name: Thomas J. Fitzpatrick

Title:   Chief Financial Officer

IRIDIUM SATELLITE SA LLC

By: /s/ Thomas J. Fitzpatrick_________

Name: Thomas J. Fitzpatrick

Title:   Chief Financial Officer, Iridium Satellite LLC, its manager

COFACE Agent

SOCIÉTÉ GÉNÉRALE

By: /s/ Fleur Ferrari_________________

Name: Fleur Ferrari

Title:

By: /s/ Loubna Mountassir___________

Name: Loubna Mountassir

Title:

EXHIBIT A

FORM OF ADDENDUM TO RUSSIAN PLEDGE AGREEMENT

[TO BE ATTACHED]

EX-10.2

Exhibit 10.2

AMENDMENT NO. 6

TO THE

CONTRACT FOR LAUNCH SERVICES

NO. IS-11-032

BETWEEN

IRIDIUM SATELLITE LLC

AND

INTERNATIONAL SPACE COMPANY KOSMOTRAS

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Execution Copy Iridium & International Space Company Kosmotras Proprietary Information

PREAMBLE

This Amendment No. 6 (the “Amendment”) to the Contract for Launch Services No. IS-11-032, signed on June 14, 2011 between Iridium Satellite LLC and International Space Company Kosmotras, as amended (the “Contract”) is entered into on this 22^nd day of June, 2015, by and between Iridium Satellite LLC, a limited liability company organized and existing under the laws of Delaware, having its office at 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102 (“Customer”) and International Space Company Kosmotras, a Russian company, having its office at 7, Sergey Makeev St., bld. 2, Moscow 123100, Russian Federation (“Contractor”).

RECITALS

WHEREAS, Customer has elected not to exercise its option to convert the remaining three (3) Optional Launches to Firm Launches;

WHEREAS, the Parties have agreed to revise the Launch Date for the Firm Launch;

WHEREAS, the Parties have agreed to revise certain Milestones set forth in Exhibit C and Exhibit D; and

WHEREAS, the Parties now desire to amend Section 2, Exhibit B, Exhibit C and Exhibit D of the Contract.

NOW, THEREFORE, in consideration of the foregoing, the agreements contained herein, the payments to be made by Customer to Contractor under the Contract and other good and valid consideration, the receipt and adequacy of which are hereby expressly acknowledged, and intending to be legally bound, the Parties agree as follows:

Article 1: Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the Contract.

Article 2: Section 1.4, as set forth below, is hereby added to the Contract”

“Section 1.4 Term.  This Contract shall commence on the Effective Date and continue until the earlier of (a) completion of the last Additional Launch procured by Customer or (b) termination by either Party in accordance with Article 17.”

Article 3: Section 2.2 of the Contract is hereby deleted and replaced in its entirety with the following:

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Execution Copy Iridium & International Space Company Kosmotras Proprietary Information 2

“2.2Additional Launches.

2.2.1 Customer may procure up to six (6) additional Launch(es) (“Additional Launches”) using the next generation  RS-20V Launch Vehicle , that may be exercised at any time through [***] subject to the availability of Launch Vehicles, that at the time of such exercise are assigned a Launch Slot ending no later than [***] (subject to available Launch Opportunities).  The Launch Service Price, Milestones and Milestone Payments for such Additional Launch(es) under this Section 2.2.1 shall be the same as set forth in Table D.2 of Exhibit D.  

2.2.2 Customer may procure up to three (3) Additional Launches, as follows:

(A) Three (3) Additional Launches using the existing RS-20B Launch Vehicle, that may be exercised at any time through [***], subject to the availability of Launch Vehicles, that at the time of such exercise are assigned a Launch Slot ending no later than [***] (subject to available Launch Opportunities); or

(B) Three (3) Additional Launches using the next generation  RS-20V Launch Vehicle, that may be exercised at any time through [***], subject to the availability of Launch Vehicles, that at the time of such exercise are assigned a Launch Slot ending no later than [***] (subject to available Launch Opportunities); or

(C) Three (3) Additional Launches that are a combination of (A) and (B) above; provided, however, the total number of Additional Launches procured under this Section 2.2.2(C) shall not exceed three (3) Additional Launches in the aggregate.

The Launch Service Price, Milestones and Milestone Payments for such Additional Launch(es) under this Section 2.2.2 shall be the same as set forth in Exhibit D, Tables D.1 and/or D.2, whichever is applicable.  

Article 4: Exhibit B of the Contract is hereby deleted and replaced in its entirety with the Exhibit B attached hereto.

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Execution Copy Iridium & International Space Company Kosmotras Proprietary Information 3

Article 5: Exhibit C of the Contract is hereby deleted and replaced in its entirety with the Exhibit C attached hereto.

Article 6: Exhibit D of the Contract is hereby deleted and replaced in its entirety with the Exhibit D attached hereto.

Article 7: This Amendment may be executed and delivered (including via facsimile or other electronic means) in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

Article 8: All other provisions of the Contract not expressly referred to in this Amendment remain in full force and effect.

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Execution Copy Iridium & International Space Company Kosmotras Proprietary Information 4

IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized officers as of the date set forth in the Preamble.

For Customer For Contractor

IRIDIUM SATELLITE LLC		INTERNATIONAL SPACE COMPANY KOSMOTRAS
Signature:	/s/ S. Scott Smith	Signature:	/s/ Alexander V. Serkin
Name:	S. Scott Smith	Name:	Alexander V. Serkin
Title:	Chief Operating Officer	Title:	Director General

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Execution Copy Iridium & International Space Company Kosmotras Proprietary Information 5

EXHIBIT B

LAUNCH SCHEDULE

Launch Mission	Start Date of Launch Slot	Launch Date
First Launch (L1)	[***]	[***]

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Execution Copy Iridium & International Space Company Kosmotras Proprietary Information 6

EXHIBIT C

MILESTONE PAYMENT SCHEDULE

Table C.1 identifies the non-recurring Milestone Payments for the Launch Mission and Satellite Dispenser Design and Development Payment Milestones.

Table C.1 – Non-Recurring Launch Service Milestones

Milestone	Milestone Due Date	Milestone Payment %	Milestone Payment (US$)
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
	Total	[***]	[***]

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Execution Copy Iridium & International Space Company Kosmotras Proprietary Information 7

EXHIBIT C

MILESTONE PAYMENT SCHEDULE (CONTINUED)

Table C.2 identifies the recurring Milestone Payments for the Optional Launch converted to a Firm Launch by Customer.

Table C.2 Launch Service Milestone Payments

No	Payment Date	Milestone	Milestone Payment (%)	Milestone Payments (US$)
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]
Launch Service Price			[***]	[***]

[***].

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Execution Copy Iridium & International Space Company Kosmotras Proprietary Information 8

EXHIBIT D

ADDITIONAL LAUNCH PRICE

Table D.1 identifies the recurring Milestone Payments for each of the Additional Launches using the existing RS-20B Launch Vehicle procured by Customer under Section 2.2.2(A) and/or (C), whichever is applicable.

Table D.1 Additional Launch Service Milestone Payments

No	Payment Date	Milestone	Milestone Payment (%)
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
Launch Service Price			100%

[***].  

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Execution Copy Iridium & International Space Company Kosmotras Proprietary Information 9

EXHIBIT D

ADDITIONAL LAUNCH PRICE (CONTINUED)

Table D.2 identifies the recurring Milestone Payments for each of the Additional Launches using the next generation RS-20V Launch Vehicle procured by Customer under Section 2.2.1 and/or Section 2.2.2(B) and/or (C), whichever is applicable.

Table D.2 Additional Launch Service Milestone Payments

No	Payment Date	Milestone	Milestone Payment (%)
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
Launch Service Price			100%

[***].

[***].

[***].

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Execution Copy Iridium & International Space Company Kosmotras Proprietary Information 10

EX-10.3

Exhibit 10.3

HC1047-14-C-4000

(watsonc15958)

Page 2 of 22

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION A - SOLICITATION/CONTRACT FORM

                The 'issued by' organization has changed from

                                DISA/DITCO-NCR/PL64

                                6910 COPPER AVE

                                FORT MEADE MD 20755-7090

                                to

                                DISA/CONTRACTS-NCR /PL64

                                6914 COOPER AVE

                                FORT MEADE MD 20755-7090

                The 'administered by' organization has changed from

                                DISA/DITCO-NCR/PL64

                                6910 COPPER AVE

                                FORT MEADE MD 20755-7090

                                to

                                DISA/CONTRACTS-NCR /PL64

                                6914 COOPER AVE

                                FORT MEADE MD 20755-7090

SECTION F - DELIVERIES OR PERFORMANCE

The following Delivery Schedule item for CLIN 0002 has been changed from:

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	DODAAC
POP 22-OCT-2014 TO 21-OCT-2015	N/A	DEFENSE INFORMATION SYSTEMS AGENCY LAWRENCE MACHABEE 6910 COOPER AVENUE FT. MEADE MD 20755 301.225.2312 FOB:  Destination	HC1047

To:

DELIVERY DATE	QUANTITY	SHIP TO ADDRESS	DODAAC
POP 22-OCT-2014 TO 21-OCT-2015	N/A	DEFENSE INFORMATION SYSTEMS AGENCY JANICE L. COLLINS P.O. BOX 549 FT. MEADE MD 20755 301-225-4286 FOB:  Destination	HC1047

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

HC1047-14-C-4000

(watsonc15958)

Page 3 of 22

SECTION H - SPECIAL CONTRACT REQUIREMENTS

The following have been modified:

        SERVICE AVAILABILITY

H6 – Service Availability

Service availability is defined as the ability of an EMSS customer to be able to obtain and maintain service connectivity for any service under this contract.

Iridium is required to meet the service availability requirements defined and contained within this contract’s Statement of Work.

[***]

Any credit shall be applied to the invoice for the applicable month in which the actual service performance did not meet the target service performance metric; provided, however,  that in no event shall the total disincentive payment credits for an individual contract year exceed [***].

The [***]and [***] exclude any outage that may be caused by: (1) interference caused by Ka-Band transmissions from other satellite systems; (2) outages resulting from issues in Ka-Band connectivity between the Iridium constellation and the EMSS Gateway that are capable of being resolved through implementation of a remote Earth Terminal solution, but excluding outages resulting from Iridium network anomalies that would not be resolved by a remote Earth Terminal solution; (3) the EMSS Gateway (such as autodialers placed in locations with obscura or the lack of timely coordination with Iridium for autodialers exhibiting performance issues); and/or (4) outages outside the control of Iridium, such as an act of nature (such as heavy rainstorms, tropical storms and/or hurricanes), act of Government, act of war, act of terrorism or other force majeure, all of which will excuse Iridium from meeting the [***] and/or [***] provided above. The following definitions apply to this clause: [***]

The data necessary to be gathered from the DoD Gateway in support of Iridium's monthly reporting of the [***] and the [***] will be supplied by the Government in a timely manner as mutually agreed between Iridium and the Government.

SECTION I - CONTRACT CLAUSES

The following have been added by full text:

52.243-1     CHANGES--FIXED-PRICE (AUG 1987) - ALTERNATE I (APR 1984)

(a) The Contracting Officer may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in any one or more of the following:

(1) Description of services to be performed.

(2) Time of performance (i.e., hours of the day, days of the week, etc.).

(3) Place of performance of the services.

(b) If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this contract, whether or not changed by the order, the Contracting Officer shall make an equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the contract.

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

HC1047-14-C-4000

(watsonc15958)

Page 4 of 22

(c) The Contractor must assert its right to an adjustment under this clause within 30 days from the date of receipt of the written order. However, if the Contracting Officer decides that the facts justify it, the Contracting Officer may receive and act upon a proposal submitted before final payment of the contract.

(d) If the Contractor’s proposal includes the cost of property made obsolete or excess by the change, the Contracting Officer shall have the right to prescribe the manner of the disposition of the property.

(e) Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.

(End of clause)

SECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

The following have been modified:

        ATTACHMENTS

LIST OF ATTACHMENTS

1. Statement of Work entitled Enhanced Mobile Satellite Services Airtime dated 18 Oct 2013 and revised dated 08 April 2015  is incorporated into this contract.

(End of Summary of Changes)

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

Defense Information System Network  

Enhanced Mobile Satellite Services (EMSS) Airtime

Statement of Work

Updated 08 April 2015

Defense Information Systems Agency (DISA)

Enhance Mobile Satellite Service (EMSS), IE21

6910 Cooper Ave, Ft. Meade, Md 20755

Page 5 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

Table of Contents
1.0 OVERVIEW	8
1.1 Background	8
1.2 Contract Scope	8
1.2.1 Definitions	9
Subscriber	9
Follow-Me Paging	9
Stand-Alone Paging	9
SIM	9
Short Burst Data	9
Multicast	10
Global Multicast	10
Global Data Broadcast	10
OpenPort	10
L-Band Transceiver	10
Help Services	10
2.0 EMSS CONTRACT REQUIREMENTS	10
2.1 EMSS PROGRAM MANAGEMENT	11
2.1.2Progress Reporting	11
2.1.3 Semi-Annual Planning and Design Review	11
2.2 Configuration Management Controls	12
2.3 EMSS SERVICES	12
2.3.1EMSS Connection Services	12
2.3.2 Priority of Service	13
2.3.3 Service Availability	13
2.3.4 Quality of Service	14
2.3.4.1 [***]	14
2.3.5 Outage Reporting	15
2.3.6 Host Nation and Franchise Operation Rights	15
2.4 Emergency Management	15
2.5 Security Incident Reporting	16
2.6 Implementation of Planned EMSS System Enhancements	16
3.0 PLACE OF PERFORMANCE	17
4.0 PERIOD OF PERFORMANCE	18
5.0 DELIVERABLES	18
6.0 SECURITY REQUIREMENTS	18
6.1 Facility Security Clearance	19
6.2 Security Clearance and Information Technology (IT) Level	19
6.3 Investigation Requirements	19
6.4 Visit Authorization Letters	19
6.5 Information Security and other miscellaneous requirements	20
6.6 COMSEC	20
6.7 Defense Courier Service (DCS)	20
6.8 GOVERNMENT-FURNISHED EQUIPMENT (GFE)/GOVERNMENT-FURNISHED INFORMATION (GFI)	20

Page 6 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

7.0 OTHER PERTINENT INFORMATION OR SPECIAL CONSIDERATIONS	20
7.1 Delivered Materials	20
7.2 Identification of Possible Follow-on Work	20
7.3 Identification of Potential Conflicts of Interest (COI)	21
7.4 Identification of Non-Disclosure Requirements	21
7.5 Packaging, Packing and Shipping Instructions	21
7.6 Inspection and Acceptance Criteria	21
8.0 SECTION 508 ACCESSIBILITY STANDARDS	21

Page 7 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

ENHANCED MOBILE SATELLITE SERVICES AIRTIME

STATEMENT OF WORK

1.0 Overview

This Statement of Work (SOW) defines requirements for Enhanced Mobile Satellite Services (EMSS) acquisition to serve the Department of Defense (DOD) and other United States Government (USG) users throughout the world by leveraging the commercial Iridium Satellite LLC, hereinafter “Iridium” satellite constellation. Specifically, this SOW provides the DISA-Sponsored subscribers with EMSS airtime service utilizing the Iridium constellation.

1.1 Background

The DOD/USG has validated requirements for voice and data communications to support missions in polar regions, special operations, Very Important Person (VIP) communications, search and rescue operations, disaster relief efforts and other Command, Control, Communications and Intelligence (C3I) efforts worldwide.  These communications may be located within line of sight, over the horizon, at a distant theater location, or at a distant CONUS or OCONUS location.  To support many of these missions, these communications will require end-to-end security interoperability with the existing embedded base of Type I Secure equipment.  The communications network required to support these locations must provide global coverage from 90 degrees North to 90 degrees South.  To allow user mobility, the secure handset must be small and light weight.  EMSS provides a means to accommodate many, if not all, of the war fighter and other mission requirements.  

1.2 Contract Scope

This contract provides DOD/USG with a global satellite communication services for handset, pager, Subscriber Identification Module (SIM)-based and SIM-less short burst data (SBD), Distributed Tactical Communications System (DTCS) push-to-talk (PTT) or like services and other potential mobile/stationary configurations. Future services and/or capabilities may be developed for the Iridium / EMSS gateway and may be incorporated into this contract. This contract provides for unlimited airtime services, or some other variation thereof as further defined in the contract. The Contractor shall provide access service to individual Government subscribers who may possess pagers, handsets, SBD-enabled devices, or other devices and equipment.

Manufacturing, ordering and provisioning of handsets, secure sleeves, pagers and other communication devices and accessories will be accomplished under a separate contract.  

Page 8 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

In addition, the day-to-day operation and maintenance (O&M) of the Government Gateway used to support Iridium services for the DOD/USG and to provide connectivity to the global Defense Information System Network (DISN) will be accomplished under a separate contract.  

The Contractor shall ensure the Government is allowed complete access to the global Iridium system and services utilizing full Government unique functionality.

The Contractor shall cooperate and coordinate with other EMSS contractors on the Gateway operation on user account information, provisioning, troubleshooting and any other information essential to EMSS.  

1.2.1 Definitions

Subscriber

A government Iridium service subscriber is an individual who uses a voice or data device or pager.  Each telephone device that uses a SIM card, each L-Band Transceiver (LBT), each stand alone pager, and each SIM-less SBD device registered and activated for service to the DOD Gateway will be counted as a separate subscriber.  Pagers registered and activated for use in a follow-me pager mode in conjunction with a handset will not be counted as a separate subscriber.

Follow-Me Paging

Follow-me paging means that the pager works in conjunction with an Iridium handset to maintain the user’s location, and therefore, eliminates the need to update message delivery areas.

Stand-Alone Paging

Stand-alone paging is independent of voice service, and applies where a subscriber can specify up to three delivery areas where the pager will receive messages.

SIM

Subscriber Identification Module (SIM) is a smart card roughly the size of a postage stamp that securely stores the key identifying a mobile phone service subscriber,  as   well  as, subscription information, saved telephone numbers, preferences, text messages and other information.

Short Burst Data

Short Burst Data  (SBD) is  a  data   service  that  enables wireless data   applications to cost-effectively send and receive short data transactions efficiently

Page 9 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

over the Iridium network using either the 9522 LBT or  9600 series Talladega SBD modem or future SBD modems

Multicast

Multicast (commonly referred to as DTCS) provides the sender the ability to transmit a single voice and/or data message to a select group of recipients on the network. Multicast networks will not be counted as a subscriber.

Global Multicast

This capability may be incorporated into other handsets or devices that utilize the Iridium network. Multicast networks will not be counted as a subscriber.

Global Data Broadcast

Global Data Broadcast (GDB) is a satellite-based wireless broadcast service. The GDB service allows data providers to reach an unlimited number of subscribers quickly and efficiently. Any type of digital data can be delivered to discrete locations, single and/or multiple non-contiguous regions, or globally. Users can be part of one or more broadcast groups and receive multiple subscriber services simultaneously

OpenPort

OpenPort currently offers 3 phone circuits and one data circuit (up to 128 kbs) on   a single platform.

L-Band Transceiver

The L-Band Transceiver (LBT) transmits and receives data messages across theIridium satellite network utilizing inter-satellite links to reach the Iridium gateway where it communicates with the host system via an e-mail interface.

Help Services

Resolution of trouble assistance calls pertaining to the Iridium services.  The Contractor shall provide a centralized point of contact for reporting service troubles on a 24/7 basis.  Reporting shall be done by telephone, email, or fax.  

2.0 EMSS CONTRACT REQUIREMENTS

The Contractor shall furnish the necessary personnel, materials, facilities, and services to provide Iridium services throughout the world in accordance with (IAW) this SOW.  The Contractor shall furnish all commercial components, software and services delivered under this contract according to the commercial standards applicable to such items.

Page 10 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

References to "the Government" in this SOW shall be interpreted to mean an authorized Government representative as designated by the EMSS Contracting Officer.

2.1 EMSS PROGRAM MANAGEMENT

The Contractor shall monitor, evaluate, and report on the EMSS program activities and technical status to the Government.  The Contractor shall develop a monthly status report that identifies significant activities, network problems, and network performance reports to include identification of service interruptions or downtimes during the reporting period.

2.1.2Progress Reporting

The Contractor shall report the EMSS program activities and technical status to the Contracting Officer and Contracting Officer Representative (COR) and any office as directed by the COR no later than the 5^th of each month.  At a minimum, the monthly report will include items stated in paragraph 2.1 above.

The Contractor shall provide the Government with the status of the health and performance of the Iridium constellation on a quarterly basis.

Deliverable:

Monthly Progress Report

Quarterly Health and Performance Report

2.1.3Semi-Annual Planning and Design Review

The Contractor shall participate in semi-annual reviews conducted at the Contractor’s facility or as directed by the Government.  The Contractor shall address the status of available EMSS services and the Contractor shall assess the potential for changes that can reduce costs, improve end-user services, or enhance administrative and management systems.  The Contractor shall prepare and present analyses and data in briefing format to support the Planning and Design Review to include, but may not be limited to such topics as:

· Current network design and engineering data

· Growth analyses and resources allocations

· Trend analyses and projections

· Advanced planning data and contingency plans

· Security of the EMSS services, Government User Terminals and Gateway

Page 11 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

· Analyses of changes in technology that may be inserted into the underlying network that provides EMSS services

· Status of Host Nation Agreements and Commercial Franchise Rights

The Contractor shall also recommend potential EMSS service improvements that can be initiated and/or implemented in the coming year.  The first semi-annual review shall be conducted six months after contract award.  The Contractor and Government shall jointly prepare an agenda for each review meeting.  The Contractor shall prepare and submit semi-annual planning review minutes and presentations for review and approval by the Government.

Deliverable:

Semi-Annual Planning and Design Review

2.2 Configuration Management Controls  

The Contractor shall provide configuration management and control of all Iridium constellation network software/firmware required to interface to and to maintain operation of the constellation under the terms of this contract for the entire contract performance period.  The Contractor shall also notify the Government of any hardware or software changes or upgrades needed to maintain an interface to the network.

2.3 EMSS SERVICES

2.3.1EMSS Connection Services

The services include, but are not limited to, the following:

· Global access to the EMSS system with operating parameters of commercial system operation

· End-to-end voice communications, including Type 1 voice encryption

· End-to-end data/facsimile services

· Messaging services to include Paging

· Supplemental Services

· Future Services (upon availability)

· Supplemental services include, but are not limited to:

· Call forwarding

· Call hold

· Call waiting

· Blocking of all incoming calls, Closed user groups

Page 12 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

· Multi-party service (call conferencing), SBD and RUDICS.

· Global Positioning Service (GPS)

· Multicast

· OpenPort

· Global Broadcast Data

· Optional Supplemental Services include, but are not limited to:

· K-Band

[***] will not be levied against the government or its authorized service provisionary.

2.3.2 Priority of Service  

In any geographical area/region or at any time when satellite bandwidth may be limited, Government Gateway subscribers who have been provisioned with priority SIM cards as provided in the contract will have Priority over all other users.

2.3.3 Service Availability

Service Availability is defined as the ability of an EMSS customer to be able to obtain and maintain service connectivity for any service under this contract.  The acceptable overall service availability is [***] as further defined below. Outages outside the control of the Contractor will not count against service availability.

Service availability is measured by the following factors:

1. Gateway Connectivity

2. Voice Connectivity

3. Data Connectivity

Gateway Connectivity

The Contractor shall provide service advisories to the Government in a timely manner on the status of the constellation, service-affecting outages, scheduled outages, constellation service gaps and predictions of constellation service.   The Contractor shall maintain these records on-line for 90 calendar days and archive off-line for an additional 2 years.

The Contractor shall also provide the EMSS Gateway Operators with advisories of significant service-affecting events and problems relating to all service including the ground segment via telephone or electronically within 24 hours of occurrence.  

Page 13 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

Voice Connectivity

The Contractor shall ensure a satellite phone voice availability rate of a minimum of [***] as measured by [***].  This rate excludes any outage that may be caused by the DOD gateway as provided in the contract.  The contractor shall ensure the Iridium services are supported with a [***] of a minimum of [***] and a [***] of no greater than [***] based on a [***] with the exception of the final year of the contract whereupon these metrics change to [***] and [***], respectively.  

Data Connectivity

The Contactor shall ensure that data is transmitted via the constellation to and from the gateway and end user device in an efficient manner.

2.3.4 Quality of Service

The Contractor shall provide voice/data traffic that is intelligible and usable.  Quality of service performance is to include voice recognition, bit error rates, and call set-up times shall be in accordance with the Contractor’s standard commercial practices for the network.

2.3.4.1 [***]

The following table defines the [***] for each contract year.

	[***]	[***]
Year 1	[***]	[***]
Year 2	[***]	[***]
Year 3	[***]	[***]
Year 4	[***]	[***]
Year 5	[***]	[***]

The [***] will be established by utilizing [***]. The [***] at the [***] will be configured to [***].  The [***] and [***] will be a [***].

Deliverable:

Monthly [***] Report

Page 14 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

2.3.5 Outage Reporting

2.3.5.1 Unscheduled Outages

The Contractor shall notify the Government of any unscheduled outage within 30 minutes or less of the Contractor’s confirmation of the outage while the outage persists, the Contractor shall provide data to the Government by either fax or email on a daily basis.  This includes the status of the constellation, service-affecting outages, and constellation service gaps (blackouts).  If applicable, reporting shall include predictions of constellation service gaps for the next 30 days.  This information shall be reported from the Iridium Satellite Network Operations Center (SNOC) to the DOD Gateway. The Contractor shall maintain these records for 2 years and upon request, deliver these records to the Government.

2.3.5.2 Scheduled Outages

The Contractor shall provide the DOD Gateway Operators with advisories of scheduled outages and events that may potentially negatively impact US Government Iridium services.  These advisories shall be provided via telephone, fax or email no later than 30 days before the scheduled outage. For scheduled outages occurring within the 30 day window, the Contractor will notify the Government as quickly as possible.

2.3.6 Host Nation and Franchise Operation Rights

The Contractor shall conduct negotiations and attain approvals for Host Nation/Landing Rights and commercial franchise operations rights, to provide the Government with complete EMSS system access and service operation on a global basis from 90 degrees North to 90 degrees South.  This access includes full utilization of all unique Gateway services and features.  The Contractor shall provide status to the Government on progress in obtaining Host Nation/Landing Rights and commercial franchise operations rights as part of the Semi-Annual Planning and Design Reviews.

2.4 Emergency Management  

The Contractor shall attempt to maintain service and network management operations under emergency and damage conditions and shall provide the capability to expand EMSS services to meet these conditions, subject to the commercial system limitations.  The Contractor shall notify the Contracting Officer or the Contracting Officer Representative immediately whenever, an emergency or damage situation arises.  To the extent that the commercial EMSS system complies with the procedures, guidance, and regulations in Reference 3, FCC Memorandum and Order No. 88-341, the Contractor

Page 15 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

shall ensure that the Gateway also complies, subject to any limitations that may result from a DISN-only interconnection.  The Contractor shall facilitate the rapid expansion of the Government EMSS services in an emergency situation, subject to the limitations imposed by the commercial EMSS system. The Contractor shall cooperate and coordinate with the Government in responding to emergencies on 24 hours per day, 7 days per week basis.

2.5 Security Incident Reporting

The Contractor shall provide reports on security management that include, but are not limited to, daily and monthly summaries of attempted system break-ins that affect (or could affect) the operation and management of Government EMSS services.  Security incident reporting will provide the capability to log all security-related events (to include the detection of attempted system break-ins), which affect (or could affect) the operation and management of backbone transmission services and could therefore affect services provided to the DISN customers through this contract. At a minimum, the Government should receive a monthly Security Incident Report and this report should be provided to the Contracting Officer and to the COR. Critical instrusion attempts may warrant more frequent reports.

Deliverable:

Security Incident Report

2.6 Implementation of Planned EMSS System Enhancements

The Contractor shall, to the maximum extent practical, consider enhancements in its overall EMSS architecture and design for the Government Gateway.  The ability of the Contractor to exercise any of these enhancements will be dependent upon commercial system approvals for such enhancements and modifications to the commercial EMSS system.  The Contractor shall notify the Government when such upgrades, software patches, point releases, major releases and enhancements become commercially available and/or allowed to be implemented in the Government Gateway.  The Government will request that the Contractor submit a separate proposal for implementation of these enhancements.  The Government reserves the right to exercise any, not one, or all of these enhancements in the future.  These enhancements may include, but shall not be limited to, the following:

· Billing System Modifications

· User Information/Access Control Capability

· Gateway Network Management Functions

Page 16 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

· Signaling Encryption Capability

· Subscriber Location Query

· Short Burst Messaging

· Host Nation Approvals

· Defense Messaging System Interface

· High Data Rate Transmission (Ka Band Feeder Link)

· Clear and Type I Encrypted Push-to-Talk Netted Service

· Encrypted End-to-End Data/Facsimile/Messaging Services

3.0 Place Of Performance

The places of performance for this contract will be at the Contractor’s facilities in Leesburg, Virginia and Tempe and Chandler, Arizona and/or the DOD Gateway Facilities in Wahiawa, Hawaii.

Page 17 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

4.0 Period Of Performance

The Period of Performance is from 22 October 2013 to 21 October 2018.

5.0 Deliverables

The following table represents the required deliverables under this contract.  The contractor-determined format must be approved by the COR. This list may be updated as new deliverables are added or modified:

SOW Task#	Deliverable Title	Format	Number	Calendar Days
2.1.2	Health & performance	Contractor-Determined Format	Standard Distribution *	Quarterly
2.1.2	Progress, Status, Usage & Management Report	Contractor-Determined Format	Standard Distribution*	Monthly (5th of each month)
2.1.3	Semi-Annual Planning & Design Review	Contractor-Determined Format	Standard Distribution*	Semi-Annual
2.3.4.1	[***]	Contractor-Determined Format	Standard Distribution*	Monthly (10th of each month)
2.5	Security Management Report	Contractor-Determined Format	Standard Distribution*	Monthly
* Standard Distribution:  1 copy of the Deliverable to Jonathan Gray  jonathan.d.gray30.civ@mail.mil Carol M. Watson  carol.m.watson.civ@mail.mil   Janice Collins  janice.l.collins14.civ@mail.mil Michael Nicholas Michael.A.Nichols16.civ@mail.mil

6.0 Security Requirements  

Contractor personnel will be escorted when rights of entry and exit from the Government facilities are required for performance of work under this contract.  Contractor employees shall comply with all applicable directives and policies regarding conduct of personnel

Page 18 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

and operation of the facility.  Contractor personnel will be required to "sign in" upon entry to and "sign out" upon exit from any Government facility.

a) A clearance is not required for this contract.  Contractor personnel will be escorted at all times when access to the facility is required.  

b) The contractor may be required to access Sensitive but Unclassified and For Official Use Only information and data in order to perform the work necessary on this contract.

c) The contractor does not require access to any CLASSIFIED data, documents, maps, planning documents and other information resources and data in order to perform under the specifications of the contract.  

6.1 Facility Security Clearance

NONE.

6.2 Security Clearance and Information Technology (IT) Level

Not Applicable.

6.3 Investigation Requirements  

Not Applicable.

6.4 Visit Authorization Letters

All Contractors shall be escorted while on site.  Prior to the start of the project, the contractor shall submit a visit request for all personnel.  No cell phones, two way pagers, memory sticks or other recordable media will be allowed in the building where work will be performed.  Contractor laptops and other tools used to conduct the installation may be allowed after a thorough security check by EMSS Security Officer.

The Contractor shall be responsible with providing all employee information to the EMSS Security Officer in order to complete a visitor request.  The visit request must be on a company/agency letterhead and sent to EMSS DoD Gateway Security Officer by fax at 808-653-4049 (visitors CANNOT carry it with them). Requests must be received by EMSS DoD Gateway Security Officer at least two weeks prior to visit.

Page 19 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

6.5 Information Security and other miscellaneous requirements

Contractor personnel must comply with local security requirements for entry and exit control for personnel and property at the government facility. Contractor employees will be required to comply with all Government security regulations and requirements.  Initial and periodic security training and briefings will be provided by Government security personnel.  Failure to comply with security requirements can be cause for termination of employment.

The Contractor shall not divulge any information about DoD files, data processing activities or functions, user identifications, passwords, or any other knowledge that may be gained, to anyone who is not authorized to have access to such information.  The Contractor shall observe and comply with the security provisions in effect at the DoD facility.  Identification shall be worn and displayed as required.

6.6 COMSEC

Not Applicable.

6.7 Defense Courier Service (DCS)

Not Applicable.

6.8 GOVERNMENT-FURNISHED EQUIPMENT (GFE)/GOVERNMENT-FURNISHED INFORMATION (GFI)

NONE.

7.0 OTHER PERTINENT INFORMATION OR SPECIAL CONSIDERATIONS

7.1 Delivered Materials

All delivered materials shall become and remain the property of the U.S. Government under control of the EMSS PMO COR.

7.2 Identification of Possible Follow-on Work

NONE.

Page 20 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

7.3 Identification of Potential Conflicts of Interest (COI)

FAR Part 9.501 defines “organizational COI” as a situation where because of other relationships or activities a person (company) is unable or potentially unable to render impartial assistance or advice to the Government or cannot objectively perform contract work or has an unfair competitive advantage.  FAR 9.502 states that “an organization COI may result when factors create an actual or potential conflict of interest on an instant contract, or when the nature of the work to be performed on the instant contract creates an actual or potential COI on a future acquisition.”  An “organizational COI” exists when the nature of the work to be performed may, without some restriction on future activities, (1) result in an unfair competitive advantage to the contractor on other contracts or (2) impair the contractor’s objectivity in performing the contract work.  The primary burden is on the contractor to identify any organizational COI, however, the Government has the responsibility to identify and evaluate such conflicts.  The KO is charged with avoiding, neutralizing or mitigating such potential conflicts.  The customer must make a determination that no COI exist, or identify any potential COI that may exist for the execution of this contract/TO.

7.4 Identification of Non-Disclosure Requirements

NONE.

7.5 Packaging, Packing and Shipping Instructions

FAR clauses related to this article may be incorporated into the contract.

7.6 Inspection and Acceptance Criteria

The Government will inspect and accept all deliverables under this contract.

8.0 SECTION 508 ACCESSIBILITY STANDARDS

The following Section 508 Accessibility Standard(s) (Technical Standards and Functional Performance Criteria) are applicable (if box is checked) to this acquisition.

Technical Standards

o 1194.21 - Software Applications and Operating Systems

o 1194.22 - Web Based Intranet and Internet Information and Applications

o 1194.23 - Telecommunications Products

o 1194.24 - Video and Multimedia Products

Page 21 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

o 1194.25 - Self-Contained, Closed Products

o 1194.26 - Desktop and Portable Computers

o 1194.41 - Information, Documentation and Support

The Technical Standards above facilitate the assurance that the maximum technical standards are provided to the contractor.  Functional Performance Criteria is the minimally acceptable standards to ensure Section 508 compliance.  This block is checked to ensure that the minimally acceptable electronic and information technology (E&IT) products are proposed.

Functional Performance Criteria

o 1194.31 - Functional Performance Criteria

Page 22 of 22

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

I, Matthew J. Desch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Iridium Communications Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 30, 2015	/s/ Matthew J. Desch
	Matthew J. Desch
	Chief Executive Officer (principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

I, Thomas J. Fitzpatrick, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Iridium Communications Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 30, 2015	/s/ Thomas J. Fitzpatrick
	Thomas J. Fitzpatrick
	Chief Financial Officer (principal financial officer)

EX-32.1

Exhibit 32.1

CERTIFICATIONS OF

PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the Chief Executive Officer and the Chief Financial Officer of Iridium Communications Inc. (the “Company”) each hereby certifies that, to the best of his knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, to which this Certification is attached as Exhibit 32.1 (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Quarterly Report and results of operations of the Company for the periods covered in the financial statements in the Quarterly Report.

Dated: July 30, 2015

/s/ Matthew J. Desch	/s/ Thomas J. Fitzpatrick
Matthew J. Desch	Thomas J. Fitzpatrick
Chief Executive Officer	Chief Financial Officer

This certification accompanies the Quarterly Report and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

XML

Commitments and Contingencies (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Commitments And Contingencies Disclosure [Abstract]
Beginning interest payable, Cash	$ 2,936	$ 2,435
Interest incurred, Cash	9,301	7,499
Interest payments, Cash	(8,911)	(7,271)
Ending interest payable, Cash	3,326	2,663
Beginning interest payable, Deemed Loan	6,653	5,543
Interest incurred, Deemed Loan	21,200	17,042
Interest payments, Deemed Loan	(20,282)	(16,542)
Ending interest payable, Deemed Loan	7,571	6,043
Beginning interest payable, Total	9,589	7,978
Interest incurred, Total	30,501	24,541
Interest payments, Total	(29,193)	(23,813)
Ending interest payable, Total	$ 10,897	$ 8,706

XML

Commitments and Contingencies

6 Months Ended

Jun. 30, 2015

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

4. Commitments and Contingencies

Commitments

Thales

In June 2010, the Company executed a primarily fixed-price full-scale development contract (the “FSD”) with Thales Alenia Space France (“Thales”) for the design and build of satellites for Iridium NEXT, the Company’s next-generation satellite constellation. The total price under the FSD is $2.3 billion, and the Company expects payment obligations under the FSD to extend into the first quarter of 2018. As of June 30, 2015, the Company had made aggregate payments of $1,421.1 million to Thales, of which $1,205.0 million were from borrowings under the Credit Facility, and which were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheet. The Company currently uses the Credit Facility to pay 85% of each invoice received from Thales under the FSD with the remaining 15% funded from cash on hand. Once the Credit Facility is fully drawn, the Company expects to pay 100% of each invoice received from Thales from cash and marketable securities on hand as well as internally generated cash flow, including potential cash flows from hosted payloads and Iridium PRIME^SM.

SpaceX

In March 2010, the Company entered into an agreement with Space Exploration Technologies Corp. (“SpaceX”) to secure SpaceX as the primary launch services provider for Iridium NEXT (as amended to date, the “SpaceX Agreement”). The total price under the SpaceX Agreement for seven launches is $453.1 million. As of June 30, 2015, the Company had made aggregate payments of $178.7 million to SpaceX, which were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheet. In addition, the Company made a $3.0 million refundable deposit to SpaceX in the first quarter of 2014 for the reservation of additional future launches, which is not included in the total contract price.

Kosmotras

In June 2011, the Company entered into an agreement with International Space Company Kosmotras (“Kosmotras”) as a supplemental launch service provider for Iridium NEXT (the “Kosmotras Agreement”). The Kosmotras Agreement originally provided for the purchase of up to six launches with options to purchase additional launches. Each launch can carry two satellites. In June 2013, the Company exercised an option for one launch to carry the first two Iridium NEXT satellites. If the Company does not exercise any additional options, the total cost under the contract including this single launch will be $51.8 million. As of June 30, 2015, the Company had made aggregate payments of $33.2 million to Kosmotras, which were capitalized as construction in progress within property and equipment, net in the accompanying condensed consolidated balance sheet. The option to purchase two dedicated launches expired as of December 31, 2013. The Company has agreed with Kosmotras to extend the option to purchase the remaining three dedicated launches through a date to be determined.

Credit Facility

In October 2010, the Company entered into the Credit Facility with a syndicate of bank lenders (the “Lenders”). The Credit Facility was subsequently amended and restated in August 2012. In May 2014, the Company entered into a supplemental agreement (the “Supplemental Agreement”) with the Lenders under the Credit Facility to further amend and restate the Credit Facility. The Company had borrowed an aggregate total of $1,393.1 million as of June 30, 2015. The unused portion of the Credit Facility as of June 30, 2015 was $406.9 million. Pursuant to the Credit Facility, the Company maintains a minimum cash reserve for repayment. As of June 30, 2015, the minimum required cash reserve balance was $88.5 million. This amount is included in restricted cash in the accompanying condensed consolidated balance sheet. This minimum cash reserve requirement will increase over the term of the Credit Facility to $189.0 million in 2017.

Interest costs incurred under the Credit Facility were $15.6 million and $30.5 million for the three and six months ended June 30, 2015, respectively.  All interest costs incurred related to the Credit Facility have been capitalized during the construction period of the Iridium NEXT assets. The following table presents interest activity for the Credit Facility for the six months ended June 30, 2015 and 2014 payable via cash or deemed loan:

	Six Months Ended
	June 30, 2015
	Cash			Deemed Loan			Total
	(in thousands)
Beginning interest payable	$	2,936		$	6,653		$	9,589
Interest incurred		9,301			21,200			30,501
Interest payments		(8,911	)		(20,282	)		(29,193	)
Ending interest payable	$	3,326		$	7,571		$	10,897

	Six Months Ended
	June 30, 2014
	Cash			Deemed Loan			Total
	(in thousands)
Beginning interest payable	$	2,435		$	5,543		$	7,978
Interest incurred		7,499			17,042			24,541
Interest payments		(7,271	)		(16,542	)		(23,813	)
Ending interest payable	$	2,663		$	6,043		$	8,706

The Company is obligated to pay a cash commitment fee of 0.80% per year, in semi-annual installments, on any undrawn portion of the Credit Facility. In April 2015, the Company paid $2.3 million as a semi-annual installment of the commitment fee. The commitment fee payable on the undrawn portion of the Credit Facility as of June 30, 2015 was $0.9 million and is included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet.

Contingencies

From time to time, in the normal course of business, the Company is party to various pending claims and lawsuits. The Company is not aware of any such actions that it would expect to have a material adverse impact on its business, financial results or financial condition.

XML

Net Income Per Share (Details Textual) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Series A Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted earnings per share		10.6		10.6
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted earnings per share		0.3	0.1	0.3
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted earnings per share		4.3		4.8
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted earnings per share	1.5	1.4	1.4	1.3

XML

Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Numerator:
Net income attributable to common stockholders	$ 22,129	$ 12,167	$ 39,289	$ 26,960
Net income allocated to participating securities	(11)	(11)	(22)	(30)
Numerator for basic net income per share	22,118	12,156	39,267	26,930
Numerator for diluted net income per share	$ 25,977	$ 13,258	$ 46,985	$ 28,032
Denominator:
Denominator for basic net income per share - weighted average outstanding common shares	95,064	86,793	94,797	81,964
Dilutive effect of contingently issuable shares	16	27	23	40
Denominator for diluted net income per share	123,196	95,653	122,771	86,444
Net income per share attributable to common stockholders - basic (in dollars per share)	$ 0.23	$ 0.14	$ 0.41	$ 0.33
Net income per share attributable to common stockholders - diluted (in dollars per share)	$ 0.21	$ 0.14	$ 0.38	$ 0.32
Equity Option [Member]
Denominator:
Dilutive effect of stock options	786	9	621	4
Series A Preferred Stock [Member]
Numerator:
Dividends on Series A Preferred Stock	$ 1,750	$ 0	$ 3,500	$ 0
Dividends on Series B Preferred Stock	$ 1,750	$ 1,750	$ 3,500	$ 3,500
Denominator:
Dilutive effect of Preferred Stock	10,602	0	10,602	0
Series B Preferred Stock [Member]
Numerator:
Dividends on Series B Preferred Stock	$ 2,109	$ 1,102	$ 4,218	$ 1,102
Denominator:
Dilutive effect of Preferred Stock	16,728	8,824	16,728	4,436

XML

Cash and Cash Equivalents, Restricted Cash and Marketable Securities

6 Months Ended

Jun. 30, 2015

Cash And Cash Equivalents [Abstract]

Cash and Cash Equivalents, Restricted Cash and Marketable Securities

3. Cash and Cash Equivalents, Restricted Cash and Marketable Securities

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of ninety days or less to be cash equivalents. These investments, along with cash deposited in institutional money market funds, regular interest bearing and non-interest bearing depository accounts, are classified as cash and cash equivalents on the accompanying condensed consolidated balance sheet. The following table summarizes the Company’s cash and cash equivalents:

	June 30,		December 31,		Recurring Fair
	2015		2014		ValueMeasurement
	(in thousands)
Cash and cash equivalents:
Cash	$	97,813	$	86,792
Money market funds		95,613		105,497	Level 1
Commercial paper		5,448		18,960	Level 2
Total Cash and cash equivalents	$	198,874	$	211,249

Restricted Cash

The Company is required to maintain a minimum cash reserve for debt service related to its $1.8 billion loan facility (the “Credit Facility”) (see Note 4). As of June 30, 2015 and December 31, 2014, the Company’s restricted cash balance, which includes a minimum cash reserve for debt service related to the Credit Facility and the interest earned on these amounts, was $88.6 million and $86.1 million, respectively.

Marketable Securities

Marketable securities consist of fixed-income debt securities and commercial paper with an original maturity in excess of ninety days. These investments are classified as available-for-sale and are included in marketable securities within current assets on the accompanying condensed consolidated balance sheets. All investments are carried at fair value. Unrealized gains and losses, net of taxes, are reported as a component of other comprehensive income or loss. The specific identification method is used to determine the cost basis of the marketable securities sold. There were no material realized gains or losses on the sale of marketable securities for the three and six months ended June 30, 2015 and 2014. The Company regularly monitors and evaluates the fair value of its investments to identify other-than-temporary declines in value. The Company determined that the decline in fair value of certain of its investments is temporary at June 30, 2015 as the Company does not intend to sell these securities and it is not likely that the Company will be required to sell the securities before the recovery of their amortized cost basis.

The following tables summarize the Company’s marketable securities:

	As of June 30, 2015
	Amortized		Gross		Gross			Estimated		Recurring Fair
	Cost		UnrealizedGains		Unrealized Losses			Fair Value		Value Measurement
	(in thousands)
Fixed-income debt securities	$	196,881	$	270	$	(58	)	$	197,093	Level 2
Commercial paper		65,944		-		(1	)		65,943	Level 2
U.S. Treasury Notes		14,875		63		-			14,938	Level 2
Total Marketable Securities	$	277,700	$	333	$	(59	)	$	277,974

	As of December 31, 2014
	Amortized		Gross		Gross			Estimated		Recurring Fair
	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Value Measurement
	(in thousands)
Fixed-income debt securities	$	168,960	$	397	$	(314	)	$	169,043	Level 2
Commercial paper		78,915		-		-		$	78,915	Level 2
U.S. Treasury Notes		13,127		53		(2	)		13,178	Level 2
Total Marketable Securities	$	261,002	$	450	$	(316	)	$	261,136

The following tables present the contractual maturities of the Company’s marketable securities:

	As of June 30, 2015				As of December 31, 2014
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
	(in thousands)
Mature within one year	$	216,603	$	216,764	$	177,011	$	177,145
Mature after one year and within three years		61,097		61,210		83,991		83,991
Total	$	277,700	$	277,974	$	261,002	$	261,136

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 198,874	$ 211,249
Marketable securities	277,974	261,136
Accounts receivable, net	56,634	50,672
Inventory	32,172	28,433
Deferred income tax assets, net	15,630	11,009
Prepaid expenses and other current assets	10,334	10,614
Total current assets	591,618	573,113
Property and equipment, net	2,140,808	1,971,839
Restricted cash	88,603	86,104
Other assets	8,449	7,726
Intangible assets, net	46,984	47,416
Deferred financing costs	132,505	136,444
Goodwill	87,039	87,039
Total assets	3,096,006	2,909,681
Current liabilities:
Accounts payable	27,637	17,677
Accrued expenses and other current liabilities	33,316	38,419
Interest payable	10,897	9,589
Deferred revenue	38,148	36,665
Total current liabilities	109,998	102,350
Accrued satellite operations and maintenance expense, net of current portion	14,716	15,051
Credit facility	1,393,149	1,291,401
Deferred income tax liabilities, net	277,312	245,042
Deferred revenue, net of current portion	20,820	20,689
Other long-term liabilities	3,311	3,284
Total liabilities	$ 1,819,306	$ 1,677,817
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001 par value, 300,000 shares authorized, 94,536 and 93,905 shares issued and outstanding, respectively	$ 95	$ 94
Additional paid-in capital	1,040,013	1,033,176
Retained earnings	240,803	201,514
Accumulated other comprehensive loss, net of tax	(4,211)	(2,920)
Total stockholders' equity	1,276,700	1,231,864
Total liabilities and stockholders' equity	3,096,006	2,909,681
Series A Preferred Stock [Member]
Stockholders' equity:
Preferred Stock, Value	0	0
Series B Preferred Stock [Member]
Stockholders' equity:
Preferred Stock, Value	$ 0	$ 0

XML

Basis of Presentation and Principles of Consolidation

6 Months Ended

Jun. 30, 2015

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Basis of Presentation and Principles of Consolidation

1. Basis of Presentation and Principles of Consolidation

Iridium Communications Inc. (the “Company”) has prepared its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying condensed consolidated financial statements include the accounts of (i) the Company, (ii) its wholly owned subsidiaries, and (iii) all less than wholly owned subsidiaries that the Company controls. All material intercompany transactions and balances have been eliminated.

In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments that the Company considers necessary for the fair presentation of its results of operations and cash flows for the interim periods covered, and of the financial position of the Company at the date of the interim condensed consolidated balance sheet. The operating results for interim periods are not necessarily indicative of the operating results for the entire year. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (“SEC”). These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC on February 26, 2015.

XML

Cash and Cash Equivalents, Restricted Cash and Marketable Securities (Details 1) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Cash And Cash Equivalents [Line Items]
Available-for-sale Securities, Amortized Cost	$ 277,700	$ 261,002
Available-for-sale Securities, Gross Unrealized Gains	333	450
Available-for-sale Securities, Gross Unrealized Losses	(59)	(316)
Available-for-sale Securities, Estimated Fair Value	277,974	261,136
Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member]
Cash And Cash Equivalents [Line Items]
Available-for-sale Securities, Amortized Cost	65,944	78,915
Available-for-sale Securities, Gross Unrealized Gains	0	0
Available-for-sale Securities, Gross Unrealized Losses	(1)	0
Available-for-sale Securities, Estimated Fair Value	65,943	78,915
Fair Value, Inputs, Level 2 [Member] | US Treasury Notes Securities [Member]
Cash And Cash Equivalents [Line Items]
Available-for-sale Securities, Amortized Cost	14,875	13,127
Available-for-sale Securities, Gross Unrealized Gains	63	53
Available-for-sale Securities, Gross Unrealized Losses	0	(2)
Available-for-sale Securities, Estimated Fair Value	14,938	13,178
Fair Value, Inputs, Level 2 [Member] | Fixed Income Debt Securities [Member]
Cash And Cash Equivalents [Line Items]
Available-for-sale Securities, Amortized Cost	196,881	168,960
Available-for-sale Securities, Gross Unrealized Gains	270	397
Available-for-sale Securities, Gross Unrealized Losses	(58)	(314)
Available-for-sale Securities, Estimated Fair Value	$ 197,093	$ 169,043

XML

Commitments and Contingencies (Details Textual) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 30, 2015	Jun. 30, 2015	Mar. 31, 2014	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2013	Jun. 30, 2010	Mar. 31, 2010
Purchase Commitment Excluding Longterm Commitment [Line Items]
Credit facility		$ 1,393,149,000		$ 1,393,149,000	$ 1,291,401,000
Minimum required cash reserve balance for credit facility		88,500,000		88,500,000
Minimum required cash reserve balance for credit facility at beginning of repayment period				189,000,000
Credit facility, interest expense		15,600,000		30,500,000
Credit facility, commitment fee paid	$ 2,300,000
Credit facility, commitment fee payable on undrawn portion		900,000		900,000
Syndicate of Bank Lenders Credit Facility
Purchase Commitment Excluding Longterm Commitment [Line Items]
Unused portion credit facility		406,900,000		$ 406,900,000
Cash commitment fee percentage				0.80%
Thales Alenia Space France [Member]
Purchase Commitment Excluding Longterm Commitment [Line Items]
Commitments Price For Design and Build Of Satellites							$ 2,300,000,000
FSD contract aggregate payment		1,421,100,000		$ 1,421,100,000
Borrowings under credit facility		1,205,000,000		$ 1,205,000,000
Credit facility, description				The Company currently uses the Credit Facility to pay 85% of each invoice received from Thales under the FSD with the remaining 15% funded from cash on hand. Once the Credit Facility is fully drawn, the Company expects to pay 100% of each invoice received from Thales from cash and marketable securities on hand as well as internally generated cash flow
Space Exploration Technologies Corp [Member]
Purchase Commitment Excluding Longterm Commitment [Line Items]
FSD contract aggregate payment		178,700,000		$ 178,700,000
Maximum Commitments Amount								$ 453,100,000
Refundable deposit paid for additional future launches			$ 3,000,000
Kosmotras [Member]
Purchase Commitment Excluding Longterm Commitment [Line Items]
FSD contract aggregate payment		$ 33,200,000		$ 33,200,000
Total contract amount						$ 51,800,000

XML

Significant Accounting Policies

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Warranty Expense

The Company provides the first end-user purchaser of its subscriber equipment a warranty for one to five years from the date of purchase by such first end-user, depending on the product. The Company maintains a warranty reserve based on historical experience of warranty costs and expected occurrences of warranty claims on equipment. Costs associated with warranties, including equipment replacements, repairs, freight, and program administration, are recorded as cost of subscriber equipment in the accompanying condensed consolidated statements of operations and comprehensive income.  The Company experienced a $4.6 million decrease in its warranty provision for the six months ended June 30, 2015 compared to the prior year period. This decrease is primarily the result of fewer returns for the Iridium Pilot^® units sold in 2014 and 2015, a decrease in the average repair costs, and a reduction in the Company’s estimate for future returns.  The June 2015 change in expected returns and lower repair costs reduced the warranty reserve for the three and six months ended June 30, 2015 by $1.4 million. Changes in the warranty reserve during the six months ended June 30, 2015 were as follows:

	Six Months Ended
	June 30, 2015
	(in thousands)
Balance at beginning of the period	$	7,381
Provision		(1,404	)
Utilization		(1,551	)
Balance at end of the period	$	4,426

Fair Value Measurements

The Company evaluates assets and liabilities subject to fair value measurements on a recurring and non-recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made by management of the Company. The instruments identified as subject to fair value measurements on a recurring basis are cash and cash equivalents, marketable securities, prepaid expenses and other current assets, accounts receivable, accounts payable and accrued expenses and other current liabilities. Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. The fair value hierarchy consists of the following tiers:

• Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;

• Level 2, defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying values of short-term financial instruments (primarily cash and cash equivalents, prepaid expenses and other current assets, accounts receivable, accounts payable, and accrued expenses and other current liabilities) approximate their fair values because of their short-term nature. The fair value of the Company’s investments in money market funds approximates its carrying value; such instruments are classified as Level 1 and are included in cash and cash equivalents on the accompanying condensed consolidated balance sheets. The fair value of the Company’s investments in commercial paper and short-term U.S. agency securities with original maturities of less than ninety days approximates their carrying value; such instruments are classified as Level 2 and are included in cash and cash equivalents on the accompanying condensed consolidated balance sheets.

The fair value of the Company’s investments in fixed-income debt securities and commercial paper with original maturities of greater than ninety days are obtained using similar investments traded on active securities exchanges and are classified as Level 2 and are included in marketable securities on the accompanying condensed consolidated balance sheets. For fixed income securities that do not have quoted prices in active markets, the Company uses third-party vendors to price its debt securities resulting in classification as Level 2.

Depreciation and Amortization

The Company calculates depreciation expense using the straight line method and evaluates the appropriateness of the useful life used on a quarterly basis or as events occur that require additional assessment. In September 2014, March 2015, and again in June 2015, the Company updated its estimate of the current satellites’ remaining useful lives based on the continued refinement of the launch schedule and deployment plan for the Company’s next-generation satellite constellation (“Iridium NEXT”). As a result, the estimated useful lives of the satellites within the current constellation have been extended and are consistent with the expected deployment of Iridium NEXT. The changes in the estimated useful lives resulted in a decrease of $3.3 million and $6.3 million in depreciation expense for the three and six months ended June 30, 2015, respectively, compared to the prior year period. The June 2015 change in accounting estimate reduced the depreciation expense for the three and six months ended June 30, 2015 by $0.1 million and $0.1 million, respectively. The change in estimate will have an impact on future periods. The Company will continue to evaluate the useful lives of its current satellites on an ongoing basis through the full deployment of Iridium NEXT as the satellites are placed into service.

In January 2014, the Company lost communication with one of its in-orbit satellites. As a result, an impairment charge of $0.9 million was recorded within depreciation expense for the six months ended June 30, 2014. The Company had an in-orbit spare satellite available to replace the lost satellite. Through the date of the report in which these financial statements are included, the Company has not lost any satellites in 2015.

Amortization expense decreased by $3.1 million and $6.1 million for the three and six months ended June 30, 2015, respectively compared to the prior year period due to the completion of amortization of certain definite-lived intangible assets in 2014. These definite-lived intangible assets included customer relationships, intellectual property and software which were assigned fair values as a result of the Company’s 2009 acquisition of Iridium Holdings LLC and were amortized over useful lives of five years.

XML

Condensed Consolidated Balance Sheets [Parenthetical] - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, shares authorized	2,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	94,847,000	93,905,000
Common stock, shares outstanding	94,847,000	93,905,000
Series A Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Series B Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	500,000	500,000
Preferred stock, shares issued	500,000	500,000
Preferred stock, shares outstanding	500,000	500,000

XML

Net Income Per Share (Tables)

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Computations of Basic and Diluted Net Income Per Share

The computations of basic and diluted net income per share are as follows:

	Three Months Ended June 30,
	2015			2014
	(in thousands, except per share data)
Numerator:
Net income attributable to common stockholders	$	22,129		$	12,167
Net income allocated to participating securities		(11	)		(11	)
Numerator for basic net income per share		22,118			12,156
Dividends on Series A Preferred Stock		1,750			-
Dividends on Series B Preferred Stock		2,109			1,102
Numerator for diluted net income per share	$	25,977		$	13,258
Denominator:
Denominator for basic net income per share - weighted    average outstanding common shares		95,064			86,793
Dilutive effect of stock options		786			9
Dilutive effect of contingently issuable shares		16			27
Dilutive effect of Series A Preferred Stock		10,602			-
Dilutive effect of Series B Preferred Stock		16,728			8,824
Denominator for diluted net income per share		123,196			95,653
Net income per share attributable to common    stockholders - basic	$	0.23		$	0.14
Net income per share attributable to common    stockholders - diluted	$	0.21		$	0.14

	Six Months Ended June 30,
	2015			2014
	(in thousands, except per share data)
Numerator:
Net income attributable to common stockholders	$	39,289		$	26,960
Net income allocated to participating securities		(22	)		(30	)
Numerator for basic net income per share		39,267			26,930
Dividends on Series A Preferred Stock		3,500			-
Dividends on Series B Preferred Stock		4,218			1,102
Numerator for diluted net income per share	$	46,985		$	28,032
Denominator:
Denominator for basic net income per share - weighted    average outstanding common shares		94,797			81,964
Dilutive effect of stock options		621			4
Dilutive effect of contingently issuable shares		23			40
Dilutive effect of Series A Preferred Stock		10,602			-
Dilutive effect of Series B Preferred Stock		16,728			4,436
Denominator for diluted net income per share		122,771			86,444
Net income per share attributable to common    stockholders - basic	$	0.41		$	0.33
Net income per share attributable to common    stockholders - diluted	$	0.38		$	0.32

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 28, 2015
Document And Entity Information [Abstract]
Entity Registrant Name	Iridium Communications Inc.
Entity Central Index Key	0001418819
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	IRDM
Entity Common Stock, Shares Outstanding		94,850,074
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015

XML

Significant Accounting Policies (Details Textual) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014
Product warranty description		The Company provides the first end-user purchaser of its subscriber equipment a warranty for one to five years from the date of purchase by such first end-user, depending on the product.
Decrease in warranty provision		$ 4.6
Reduction in warranty reserve	$ 1.4	1.4
Decrease in depreciation expense	3.3	6.3
Reduction in depreciation and amortization expense	3.1	$ 6.1
Impairment charge			$ 0.9
Useful life of definite-lived intangible assets		5 years
Service Life [Member]
Reduction in depreciation and amortization expense	$ 0.1	$ 0.1

XML

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenue:
Services	$ 78,016	$ 76,217	$ 153,440	$ 149,647
Subscriber equipment	18,768	20,333	35,308	40,490
Engineering and support services	5,135	5,971	10,178	10,416
Total revenue	101,919	102,521	198,926	200,553
Operating expenses:
Cost of services (exclusive of depreciation and amortization)	14,320	16,730	29,202	30,933
Cost of subscriber equipment	9,281	13,268	19,928	27,180
Research and development	4,422	4,645	8,548	6,766
Selling, general and administrative	18,742	18,493	39,266	37,679
Depreciation and amortization	12,820	19,672	26,175	39,938
Total operating expenses	59,585	72,808	123,119	142,496
Operating income	42,334	29,713	75,807	58,057
Other income (expense):
Interest income, net	792	725	2,029	1,362
Undrawn credit facility fees	(930)	(1,460)	(1,847)	(2,959)
Other income (expense), net	215	(3,789)	1	(4,139)
Total other income (expense)	77	(4,524)	183	(5,736)
Income before income taxes	42,411	25,189	75,990	52,321
Provision for income taxes	(16,423)	(10,170)	(28,983)	(20,759)
Net income	25,988	15,019	47,007	31,562
Net income attributable to common stockholders	$ 22,129	$ 12,167	$ 39,289	$ 26,960
Weighted average shares outstanding - basic	95,064	86,793	94,797	81,964
Weighted average shares outstanding - diluted	123,196	95,653	122,771	86,444
Net income attributable to common stockholders per share - basic	$ 0.23	$ 0.14	$ 0.41	$ 0.33
Net income attributable to common stockholders per share - diluted	$ 0.21	$ 0.14	$ 0.38	$ 0.32
Comprehensive income:
Net income	$ 25,988	$ 15,019	$ 47,007	$ 31,562
Foreign currency translation adjustments, net of tax	22	274	(1,379)	430
Unrealized gain on marketable securities, net of tax	27	2	88	62
Comprehensive income	26,037	15,295	45,716	32,054
Series A Preferred Stock [Member]
Other income (expense):
Dividends, Preferred Stock, Total	1,750	1,750	3,500	3,500
Series B Preferred Stock [Member]
Other income (expense):
Dividends, Preferred Stock, Total	$ 2,109	$ 1,102	$ 4,218	$ 1,102

XML

Net Income Per Share

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Net Income Per Share

7. Net Income Per Share

The Company calculates basic net income per share by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share takes into account the effect of potential dilutive common shares when the effect is dilutive. The effect of potential dilutive common shares, including common stock issuable upon exercise of outstanding stock options and stock purchase warrants, is computed using the treasury stock method. The effect of potential dilutive common shares from the conversion of outstanding convertible preferred securities is computed using the as-if converted method at the stated conversion rate. The RSUs granted to members of the Company’s board of directors contain non-forfeitable rights to dividends and therefore are considered to be participating securities in periods of net income. The calculation of basic and diluted net income per share excludes net income attributable to the unvested RSUs from the numerator and excludes the impact of unvested RSUs from the denominator.

The computations of basic and diluted net income per share are as follows:

	Three Months Ended June 30,
	2015			2014
	(in thousands, except per share data)
Numerator:
Net income attributable to common stockholders	$	22,129		$	12,167
Net income allocated to participating securities		(11	)		(11	)
Numerator for basic net income per share		22,118			12,156
Dividends on Series A Preferred Stock		1,750			-
Dividends on Series B Preferred Stock		2,109			1,102
Numerator for diluted net income per share	$	25,977		$	13,258
Denominator:
Denominator for basic net income per share - weighted    average outstanding common shares		95,064			86,793
Dilutive effect of stock options		786			9
Dilutive effect of contingently issuable shares		16			27
Dilutive effect of Series A Preferred Stock		10,602			-
Dilutive effect of Series B Preferred Stock		16,728			8,824
Denominator for diluted net income per share		123,196			95,653
Net income per share attributable to common    stockholders - basic	$	0.23		$	0.14
Net income per share attributable to common    stockholders - diluted	$	0.21		$	0.14

For the three months ended June 30, 2015, 1.5 million unvested RSUs were not included in the computation of basic net income per share and excluded from the computation of diluted net income per share, as the effect would be anti-dilutive.

For the three months ended June 30, 2014, warrants to purchase 0.3 million shares of common stock and options to purchase 4.3 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive. In addition, 10.6 million shares of Series A Preferred Stock, which represent the weighted-average number of shares of common stock calculated using the as-if converted method, were also excluded from the calculation of diluted net income per share for the three months ended June 30, 2014, as the effect would be anti-dilutive. For the three months ended June 30, 2014, 1.4 million unvested RSUs were not included in the computation of basic net income per share and excluded from the computation of diluted net income per share.

	Six Months Ended June 30,
	2015			2014
	(in thousands, except per share data)
Numerator:
Net income attributable to common stockholders	$	39,289		$	26,960
Net income allocated to participating securities		(22	)		(30	)
Numerator for basic net income per share		39,267			26,930
Dividends on Series A Preferred Stock		3,500			-
Dividends on Series B Preferred Stock		4,218			1,102
Numerator for diluted net income per share	$	46,985		$	28,032
Denominator:
Denominator for basic net income per share - weighted    average outstanding common shares		94,797			81,964
Dilutive effect of stock options		621			4
Dilutive effect of contingently issuable shares		23			40
Dilutive effect of Series A Preferred Stock		10,602			-
Dilutive effect of Series B Preferred Stock		16,728			4,436
Denominator for diluted net income per share		122,771			86,444
Net income per share attributable to common    stockholders - basic	$	0.41		$	0.33
Net income per share attributable to common    stockholders - diluted	$	0.38		$	0.32

For the six months ended June 30, 2015, warrants to purchase 0.1 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive. For the six months ended June 30, 2015, 1.4 million unvested RSUs were not included in the computation of basic net income per share and excluded from the computation of diluted net income per share.

For the six months ended June 30, 2014, warrants to purchase 0.3 million shares of common stock and options to purchase 4.8 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive. In addition, 10.6 million shares of Series A Preferred Stock, which represent the weighted-average number of shares of common stock calculated using the as-if converted method, were also excluded from the calculation of diluted net income per share for the six months ended June 30, 2014, as the effect would be anti-dilutive. For the six months ended June 30, 2014, 1.3 million unvested RSUs were not included in the computation of basic net income per share and excluded from the computation of diluted net income per share.

XML

Equity Transactions and Instruments

6 Months Ended

Jun. 30, 2015

Stockholders Equity Note [Abstract]

Equity Transactions and Instruments

6. Equity Transactions and Instruments

Warrants

On September 29, 2009, in connection with the Company’s acquisition of Iridium Holdings LLC, the Company issued warrants, each of which entitled the holder to purchase from the Company one share of common stock at a price of $11.50 per share. On February 14, 2015, all of the outstanding and unexercised warrants expired in accordance with their terms.

Preferred Stock

The Company is authorized to issue 2.0 million shares of preferred stock with a par value of $0.0001 per share. As described below, the Company issued 1.0 million shares of preferred stock in the fourth quarter of 2012 and 0.5 million shares of preferred stock in the second quarter of 2014. The remaining 0.5 million authorized shares of preferred stock remain undesignated and unissued as of June 30, 2015.

Series A Cumulative Perpetual Convertible Preferred Stock

In the fourth quarter of 2012, the Company issued 1.0 million shares of its 7.00% Series A Cumulative Perpetual Convertible Preferred Stock (the “Series A Preferred Stock”) in a private offering. The Company received proceeds of $96.5 million from the sale of the Series A Preferred Stock, net of the aggregate $3.5 million in initial purchaser discount and offering costs. The net proceeds of this offering were used to partially fund the construction and deployment of Iridium NEXT and for other general corporate purposes.

Holders of Series A Preferred Stock are entitled to receive cumulative cash dividends at a rate of 7.00% per annum of the $100 liquidation preference per share (equivalent to an annual rate of $7.00 per share). Dividends are payable quarterly in arrears on each March 15, June 15, September 15 and December 15. The Series A Preferred Stock does not have a stated maturity date and is not subject to any sinking fund or mandatory redemption provisions. The Series A Preferred Stock ranks senior to the Company’s common stock and pari passu with the Company’s 6.75% Series B Cumulative Perpetual Convertible Preferred Stock (the “Series B Preferred Stock”) with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding-up. Holders of Series A Preferred Stock generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in other specified circumstances. Holders of Series A Preferred Stock may convert some or all of their outstanding Series A Preferred Stock at an initial conversion rate of 10.6022 shares of common stock per $100 liquidation preference, which is equivalent to an initial conversion price of approximately $9.43 per share of common stock (subject to adjustment in certain events).

In 2014, the Company paid $7.0 million in cash dividends to its holders of Series A Preferred Stock. During the three and six months ended June 30, 2015, the Company paid cash dividends of $1.8 million and $3.5 million, respectively, to holders of the Series A Preferred Stock. As of June 30, 2015 and December 31, 2014, the Company had accrued $0.3 million in cash dividends for the holders of the Series A Preferred Stock, which is included within accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheet.

On or after October 3, 2017, the Company may, at its option, convert some or all of the Series A Preferred Stock into the number of shares of common stock that are issuable at the then-applicable conversion rate, subject to specified conditions. On or prior to October 3, 2017, the holders of Series A Preferred Stock will have a special right to convert some or all of the Series A Preferred Stock into shares of common stock in the event of fundamental changes described in the Certificate of Designations for the Series A Preferred Stock, subject to specified conditions and limitations. In certain circumstances, the Company may also elect to settle conversions in cash as a result of these fundamental changes.

Series B Cumulative Perpetual Convertible Preferred Stock

In May 2014, the Company issued 500,000 shares of its Series B Preferred Stock in an underwritten public offering at a price to the public of $250 per share. The purchase price received by the Company, equal to $242.50 per share, reflected an underwriting discount of $7.50 per share. The Company received proceeds of $120.8 million from the sale of the Series B Preferred Stock, net of the $3.8 million underwriter discount and $0.4 million of offering costs. The net proceeds of this offering are being used to partially fund the construction and deployment of Iridium NEXT and for other general corporate purposes.

Holders of Series B Preferred Stock are entitled to receive cumulative cash dividends at a rate of 6.75% per annum of the $250 liquidation preference per share (equivalent to an annual rate of $16.875 per share). Dividends are payable quarterly in arrears on each March 15, June 15, September 15 and December 15, beginning September 15, 2014. The Series B Preferred Stock does not have a stated maturity date and is not subject to any sinking fund or mandatory redemption provisions. The Series B Preferred Stock ranks senior to the Company’s common stock and pari passu with respect to the Company’s Series A Preferred Stock with respect to dividend rights and rights upon the Company’s voluntary or involuntary liquidation, dissolution or winding-up. Holders of Series B Preferred Stock generally have no voting rights except for limited voting rights if the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in other specified circumstances. Holders of Series B Preferred Stock may convert some or all of their outstanding Series B Preferred Stock at an initial conversion rate of 33.456 shares of common stock per $250 liquidation preference, which is equivalent to an initial conversion price of approximately $7.47 per share of common stock (subject to adjustment in certain events).

In 2014, the Company paid $5.0 million in cash dividends to its holders of Series B Preferred Stock. During the three and six months ended June 30, 2015, the Company paid cash dividends of $2.1 million and $4.2 million, respectively, to holders of the Series B Preferred Stock; the Company paid no dividends during the six months ended June 30, 2014. As of June 30, 2015, the Company had accrued $0.4 million in cash dividends for the holders of the Series B Preferred Stock, which is included within accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheet.

On or after May 15, 2019, the Company may, at its option, convert some or all of the Series B Preferred Stock into the number of shares of common stock that are issuable at the then-applicable conversion rate, subject to specified conditions. On or prior to May 15, 2019, in the event of certain specified fundamental changes, holders of the Series B Preferred Stock will have the right to convert some or all of their shares of Series B Preferred Stock into the greater of (i) a number of shares of the Company’s common stock as subject to adjustment plus the make-whole premium, if any, and (ii) a number of shares of the Company’s common stock equal to the lesser of (a) the liquidation preference divided by the market value of the Company’s common stock on the effective date of such fundamental change and (b) 81.9672 (subject to adjustment). In certain circumstances, the Company may elect to cash settle any conversions in connection with a fundamental change.

XML

Cash and Cash Equivalents, Restricted Cash and Marketable Securities (Details 2) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Marketable securities:
Mature within one year - Amortized Cost	$ 216,603	$ 177,011
Mature after one year and within three years - Amortized Cost	61,097	83,991
Available-for-sale Securities, Amortized Cost	277,700	261,002
Mature within one year - Estimated Fair Value	216,764	177,145
Mature after one year and within three years - Estimated Fair Value	61,210	83,991
Total - Estimated Fair Value	$ 277,974	$ 261,136

XML

Significant Accounting Policies (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2015 USD ($)
Accounting Policies [Abstract]
Balance at beginning of the period	$ 7,381
Provision	(1,404)
Utilization	(1,551)
Balance at end of the period	$ 4,426

XML

Cash and Cash Equivalents, Restricted Cash and Marketable Securities (Tables)

6 Months Ended

Jun. 30, 2015

Cash And Cash Equivalents [Abstract]

Summary of Company's Cash and Cash Equivalents

The following table summarizes the Company’s cash and cash equivalents:

	June 30,		December 31,		Recurring Fair
	2015		2014		ValueMeasurement
	(in thousands)
Cash and cash equivalents:
Cash	$	97,813	$	86,792
Money market funds		95,613		105,497	Level 1
Commercial paper		5,448		18,960	Level 2
Total Cash and cash equivalents	$	198,874	$	211,249

Summary of Company's Marketable Securities

The following tables summarize the Company’s marketable securities:

	As of June 30, 2015
	Amortized		Gross		Gross			Estimated		Recurring Fair
	Cost		UnrealizedGains		Unrealized Losses			Fair Value		Value Measurement
	(in thousands)
Fixed-income debt securities	$	196,881	$	270	$	(58	)	$	197,093	Level 2
Commercial paper		65,944		-		(1	)		65,943	Level 2
U.S. Treasury Notes		14,875		63		-			14,938	Level 2
Total Marketable Securities	$	277,700	$	333	$	(59	)	$	277,974

	As of December 31, 2014
	Amortized		Gross		Gross			Estimated		Recurring Fair
	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Value Measurement
	(in thousands)
Fixed-income debt securities	$	168,960	$	397	$	(314	)	$	169,043	Level 2
Commercial paper		78,915		-		-		$	78,915	Level 2
U.S. Treasury Notes		13,127		53		(2	)		13,178	Level 2
Total Marketable Securities	$	261,002	$	450	$	(316	)	$	261,136

Summary of Contractual Maturities of Company's Marketable Securities

The following tables present the contractual maturities of the Company’s marketable securities:

	As of June 30, 2015				As of December 31, 2014
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
	(in thousands)
Mature within one year	$	216,603	$	216,764	$	177,011	$	177,145
Mature after one year and within three years		61,097		61,210		83,991		83,991
Total	$	277,700	$	277,974	$	261,002	$	261,136

XML

Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Warranty Expense

Warranty Expense

The Company provides the first end-user purchaser of its subscriber equipment a warranty for one to five years from the date of purchase by such first end-user, depending on the product. The Company maintains a warranty reserve based on historical experience of warranty costs and expected occurrences of warranty claims on equipment. Costs associated with warranties, including equipment replacements, repairs, freight, and program administration, are recorded as cost of subscriber equipment in the accompanying condensed consolidated statements of operations and comprehensive income.  The Company experienced a $4.6 million decrease in its warranty provision for the six months ended June 30, 2015 compared to the prior year period. This decrease is primarily the result of fewer returns for the Iridium Pilot^® units sold in 2014 and 2015, a decrease in the average repair costs, and a reduction in the Company’s estimate for future returns.  The June 2015 change in expected returns and lower repair costs reduced the warranty reserve for the three and six months ended June 30, 2015 by $1.4 million. Changes in the warranty reserve during the six months ended June 30, 2015 were as follows:

	Six Months Ended
	June 30, 2015
	(in thousands)
Balance at beginning of the period	$	7,381
Provision		(1,404	)
Utilization		(1,551	)
Balance at end of the period	$	4,426

Fair Value Measurements

Fair Value Measurements

The Company evaluates assets and liabilities subject to fair value measurements on a recurring and non-recurring basis to determine the appropriate level to classify them for each reporting period. This determination requires significant judgments to be made by management of the Company. The instruments identified as subject to fair value measurements on a recurring basis are cash and cash equivalents, marketable securities, prepaid expenses and other current assets, accounts receivable, accounts payable and accrued expenses and other current liabilities. Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. The fair value hierarchy consists of the following tiers:

• Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;

• Level 2, defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying values of short-term financial instruments (primarily cash and cash equivalents, prepaid expenses and other current assets, accounts receivable, accounts payable, and accrued expenses and other current liabilities) approximate their fair values because of their short-term nature. The fair value of the Company’s investments in money market funds approximates its carrying value; such instruments are classified as Level 1 and are included in cash and cash equivalents on the accompanying condensed consolidated balance sheets. The fair value of the Company’s investments in commercial paper and short-term U.S. agency securities with original maturities of less than ninety days approximates their carrying value; such instruments are classified as Level 2 and are included in cash and cash equivalents on the accompanying condensed consolidated balance sheets.

The fair value of the Company’s investments in fixed-income debt securities and commercial paper with original maturities of greater than ninety days are obtained using similar investments traded on active securities exchanges and are classified as Level 2 and are included in marketable securities on the accompanying condensed consolidated balance sheets. For fixed income securities that do not have quoted prices in active markets, the Company uses third-party vendors to price its debt securities resulting in classification as Level 2.

Depreciation and Amortization

Depreciation and Amortization

The Company calculates depreciation expense using the straight line method and evaluates the appropriateness of the useful life used on a quarterly basis or as events occur that require additional assessment. In September 2014, March 2015, and again in June 2015, the Company updated its estimate of the current satellites’ remaining useful lives based on the continued refinement of the launch schedule and deployment plan for the Company’s next-generation satellite constellation (“Iridium NEXT”). As a result, the estimated useful lives of the satellites within the current constellation have been extended and are consistent with the expected deployment of Iridium NEXT. The changes in the estimated useful lives resulted in a decrease of $3.3 million and $6.3 million in depreciation expense for the three and six months ended June 30, 2015, respectively, compared to the prior year period. The June 2015 change in accounting estimate reduced the depreciation expense for the three and six months ended June 30, 2015 by $0.1 million and $0.1 million, respectively. The change in estimate will have an impact on future periods. The Company will continue to evaluate the useful lives of its current satellites on an ongoing basis through the full deployment of Iridium NEXT as the satellites are placed into service.

In January 2014, the Company lost communication with one of its in-orbit satellites. As a result, an impairment charge of $0.9 million was recorded within depreciation expense for the six months ended June 30, 2014. The Company had an in-orbit spare satellite available to replace the lost satellite. Through the date of the report in which these financial statements are included, the Company has not lost any satellites in 2015.

Amortization expense decreased by $3.1 million and $6.1 million for the three and six months ended June 30, 2015, respectively compared to the prior year period due to the completion of amortization of certain definite-lived intangible assets in 2014. These definite-lived intangible assets included customer relationships, intellectual property and software which were assigned fair values as a result of the Company’s 2009 acquisition of Iridium Holdings LLC and were amortized over useful lives of five years.

XML

Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Schedule of Changes in Warranty Reserve

Changes in the warranty reserve during the six months ended June 30, 2015 were as follows:

	Six Months Ended
	June 30, 2015
	(in thousands)
Balance at beginning of the period	$	7,381
Provision		(1,404	)
Utilization		(1,551	)
Balance at end of the period	$	4,426

XML

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2015

Commitments And Contingencies Disclosure [Abstract]

Schedule of Interest Activity for Credit Facility

The following table presents interest activity for the Credit Facility for the six months ended June 30, 2015 and 2014 payable via cash or deemed loan:

	Six Months Ended
	June 30, 2015
	Cash			Deemed Loan			Total
	(in thousands)
Beginning interest payable	$	2,936		$	6,653		$	9,589
Interest incurred		9,301			21,200			30,501
Interest payments		(8,911	)		(20,282	)		(29,193	)
Ending interest payable	$	3,326		$	7,571		$	10,897

	Six Months Ended
	June 30, 2014
	Cash			Deemed Loan			Total
	(in thousands)
Beginning interest payable	$	2,435		$	5,543		$	7,978
Interest incurred		7,499			17,042			24,541
Interest payments		(7,271	)		(16,542	)		(23,813	)
Ending interest payable	$	2,663		$	6,043		$	8,706

XML

Cash and Cash Equivalents, Restricted Cash and Marketable Securities (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Restricted Cash And Cash Equivalents Items [Line Items]
Restricted cash	$ 88,603,000		$ 88,603,000		$ 86,104,000
Realized gains or losses on the sale of marketable securities	0	$ 0	0	$ 0
Syndicate of Bank Lenders Credit Facility
Restricted Cash And Cash Equivalents Items [Line Items]
Minimum cash reserve for debt service	$ 1,800,000,000		$ 1,800,000,000

XML

Stock-Based Compensation (Details Textual) - Jun. 30, 2015 - USD ($) $ in Millions	Total
Employee Stock Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, equity instruments In Aggregate amount	637,000
stock options and service-based RSUs granted	$ 2.6
Service Based RSU [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation and stock options	596,000
Share-based compensation Vesting Period	4 years
stock options and service-based RSUs granted	$ 5.6
Service Based RSU [Member] | Vesting on First Anniversary of Grant Date
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Quarterly vesting percentage	25.00%
Performance Based RSU [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, equity instruments In Aggregate amount	161,000
Fair value of restricted stock units	$ 1.5
Restricted stock vesting minimum percentage	0.00%
Restricted stock vesting maximum percentage	150.00%
Performance goals achieved percentage	50.00%
Performance goals remaining percentage	50.00%
Shares vested	304,000
Fair value of stock options vested	$ 2.4
Board of Directors Chairman [Member] | Employee Stock Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of stock options	$ 0.4
Board of Directors Chairman [Member] | Service Based RSU [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Quarterly vesting percentage	25.00%
Fair value of restricted stock units	$ 0.6
Non Employee [Member] | Employee Stock Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation and stock options	30,000
Fair value of stock options	$ 0.2
Share-based compensation Vesting Period	2 years
2015 Equity Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares authorized under equity incentive plan	23,203,009
Shares reserved for issuance under outstanding awards	11,157,563
2012 Plan [Member] | Board of Directors Chairman [Member] | Employee Stock Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, equity instruments In Aggregate amount	103,000
2012 Plan [Member] | Board of Directors Chairman [Member] | Service Based RSU [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation and stock options	62,000

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net cash provided by operating activities	$ 92,714	$ 91,197
Cash flows from investing activities:
Capital expenditures	(174,206)	(108,073)
Purchases of marketable securities	(130,977)	(120,473)
Sales and maturities of marketable securities	113,441	32,740
Net cash used in investing activities	(191,742)	(195,806)
Cash flows from financing activities:
Borrowings under the Credit Facility	101,748	45,222
Payment of deferred financing fees	(6,584)	(4,560)
Restricted cash deposits	(2,500)	(13,362)
Releases from restricted cash	0	11,009
Proceeds from exercise of stock options	2,074	173
Tax payment upon settlement of stock awards	(796)	(37)
Excess tax benefits from stock-based compensation	697	0
Proceeds from issuance of common stock, net of issuance costs	0	98,897
Net cash provided by financing activities	86,921	254,595
Effect of exchange rate changes on cash and cash equivalents	(268)	0
Net increase (decrease) in cash and cash equivalents	(12,375)	149,986
Cash and cash equivalents, beginning of period	211,249	186,342
Cash and cash equivalents, end of period	198,874	336,328
Supplemental cash flow information:
Interest paid	8,911	7,271
Income taxes paid	1,140	273
Supplemental disclosure of non-cash investing activities:
Property and equipment received but not paid for yet	24,803	9,172
Interest capitalized but not paid	10,897	8,706
Capitalized amortization of deferred financing costs	10,523	4,897
Capitalized paid-in-kind interest	20,282	16,542
Capitalized stock-based compensation	623	597
Series A Preferred Stock [Member]
Cash flows from financing activities:
Payment of Preferred Stock dividends	(3,500)	(3,500)
Supplemental disclosure of non-cash financing activities:
Dividends Payable	292	292
Series B Preferred Stock [Member]
Cash flows from financing activities:
Payment of Preferred Stock dividends	(4,218)	0
Proceeds from issuance of Preferred Stock, net of issuance costs	0	120,753
Supplemental disclosure of non-cash financing activities:
Dividends Payable	$ 352	$ 1,102

XML

Stock-Based Compensation

6 Months Ended

Jun. 30, 2015

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

5. Stock-Based Compensation

The Company accounts for stock-based compensation at fair value. The fair value of stock options is determined at the grant date using the Black-Scholes option pricing model. The fair value of restricted stock units (“RSUs”) is equal to the closing price of the underlying common stock on the grant date. The fair value of an award that is ultimately expected to vest is recognized on a straight-line basis over the requisite service or performance period and is classified in the condensed consolidated statements of operations and comprehensive income in a manner consistent with the classification of the recipient’s compensation. The expected vesting of the Company’s performance-based RSUs is based upon the likelihood that the Company achieves the defined performance goals. The level of achievement of performance goals, if any, is determined by the compensation committee of the Board of Directors. Stock-based awards to non-employee consultants are expensed at their fair value as services are provided according to the terms of their agreements and are classified in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

In May 2015, the Company’s stockholders approved the 2015 Equity Incentive Plan (the “2015 Plan”) to provide stock-based awards, including nonqualified stock options, incentive stock options, restricted stock and other equity securities, as incentives and rewards for employees, consultants and non-employee directors. As of June 30, 2015, 23,203,009 shares of common stock were authorized for issuance as awards under the 2015 Plan, of which 11,157,563 shares were reserved for issuance under outstanding awards.

In January 2015, members of the Company’s board of directors elected to receive a portion of their 2015 annual compensation in the form of equity awards, in an aggregate amount of approximately 103,000 stock options and 62,000 RSUs. These stock options and RSUs were granted in January 2015 under the 2012 Plan and vest through the end of 2015, with 25% vesting on the last day of each calendar quarter. The estimated aggregate grant-date fair value of the stock options was $0.4 million. The estimated aggregate grant-date fair value of the RSUs was $0.6 million.

During the six months ended June 30, 2015, the Company granted approximately 637,000 stock options and 596,000 service-based RSUs to its employees. Employee stock options and service-based RSUs generally vest over a four-year service period with 25% vesting on the first anniversary of the grant date and the remainder vesting ratably on a quarterly basis thereafter. The estimated aggregate grant date fair values of the stock options and service-based RSUs granted during the six months ended June 30, 2015 were $2.6 million and $5.6 million, respectively.

In addition, in March 2015, the Company awarded approximately 161,000 performance-based RSUs to the Company’s executives. The Company records stock-based compensation expense related to performance-based RSUs when it is considered probable that the performance conditions will be met. Vesting of the March 2015 performance-based RSUs is dependent upon the Company’s achievement of defined performance goals over fiscal years 2015 and 2016. The number of performance-based RSUs that will ultimately vest may range from 0% to 150% of the original grant based on the level of achievement of the performance goals. If the Company achieves the performance goals, 50% of the performance-based RSUs will vest at the end of two years and the remaining 50% will vest at the end of the third year, subject to continued service. The estimated aggregate grant date fair value of the performance-based RSUs granted in March 2015 was $1.5 million.

In June 2015, the Company granted 30,000 stock options to non-employee consultants. The stock options granted to consultants are generally subject to service-based vesting and vest quarterly over a two-year service period. The fair value of the consultant options is the then-current fair value attributable to the vesting portions of the awards, calculated using the Black-Scholes option pricing model. The estimated aggregate grant-date fair value of the stock options granted to non-employee consultants during the six months ended June 30, 2015 was $0.2 million.

In June 2014, the Company awarded performance-based RSUs to its executives and employees. Vesting of the June 2014 performance-based RSUs was dependent upon the Company’s achievement of defined performance goals for the 2014 fiscal year. The level of achievement of performance goals in connection with the June 2014 performance-based RSUs was determined by the compensation committee in March 2015. Approximately 304,000 of the June 2014 performance-based RSUs were vested and released in March 2015 at an estimated aggregate fair value of $2.4 million which was recognized as compensation expense over the vesting period.

XML

Equity Transactions and Instruments (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	May. 31, 2014	Jun. 30, 2015	Dec. 31, 2012	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Sep. 29, 2009
Class of Stock [Line Items]
Class Of Warrant Exercise Price Of Warrants							$ 11.50
Preferred stock, shares authorized		2,000,000		2,000,000
Preferred stock, par value		$ 0.0001		$ 0.0001
Preferred stock, shares issued			1,000,000		500,000
Shares of preferred stock, undesignated and unissued		500,000		500,000
Private Offering [Member] | Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Proceeds from sale of preferred stock			$ 96,500
Aggregate discount and offering costs			$ 3,500
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		1,000,000		1,000,000		1,000,000
Preferred stock, par value		$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock, shares issued		1,000,000		1,000,000		1,000,000
Annual rate of preferred stock, per share				$ 7.00
Shares of common stock converted at initial conversion		10.6022		10.6022
Initial conversion price of common stock		$ 9.43		$ 9.43
Cash dividends on preferred stock		$ 1,800		$ 3,500		$ 7,000
Accrued dividends on preferred stock		$ 292		$ 292	$ 292	$ 300
Series A Preferred Stock [Member] | Private Offering [Member]
Class of Stock [Line Items]
Preferred stock, shares issued			1,000,000
Series A Cumulative Convertible Perpetual Preferred Stock [Member]
Class of Stock [Line Items]
Dividend rate on preferred stock				7.00%
Preferred stock, liquidation preference per share		$ 100		$ 100
Convertible preferred stock, terms of conversion				On or prior to October 3, 2017, the holders of Series A Preferred Stock will have a special right to convert some or all of the Series A Preferred Stock into shares of common stock in the event of fundamental changes described in the Certificate of Designations for the Series A Preferred Stock, subject to specified conditions and limitations. In certain circumstances, the Company may also elect to settle conversions in cash as a result of these fundamental changes.
Series A Cumulative Convertible Perpetual Preferred Stock [Member] | Private Offering [Member]
Class of Stock [Line Items]
Dividend rate on preferred stock			7.00%
Series B Cumulative Convertible Perpetual Preferred Stock [Member]
Class of Stock [Line Items]
Dividend rate on preferred stock				6.75%
Annual rate of preferred stock, per share				$ 16.875
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		500,000		500,000		500,000
Preferred stock, par value		$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock, shares issued		500,000		500,000		500,000
Dividend rate on preferred stock				6.75%
Preferred stock, liquidation preference per share		$ 250		$ 250
Shares of common stock converted at initial conversion		33.456		33.456
Initial conversion price of common stock		$ 7.47		$ 7.47
Cash dividends on preferred stock		$ 2,100		$ 4,200	0	$ 5,000
Accrued dividends on preferred stock		$ 352		$ 352	$ 1,102
Convertible preferred stock, terms of conversion				On or prior to May 15, 2019, in the event of certain specified fundamental changes, holders of the Series B Preferred Stock will have the right to convert some or all of their shares of Series B Preferred Stock into the greater of (i) a number of shares of the Company’s common stock as subject to adjustment plus the make-whole premium, if any, and (ii) a number of shares of the Company’s common stock equal to the lesser of (a) the liquidation preference divided by the market value of the Company’s common stock on the effective date of such fundamental change and (b) 81.9672 (subject to adjustment). In certain circumstances, the Company may elect to cash settle any conversions in connection with a fundamental change.
Series B Preferred Stock [Member] | Public Offering [Member]
Class of Stock [Line Items]
Preferred stock, shares issued	500,000
Preferred stock, price per share	$ 250
Series B Preferred Stock [Member] | Private Offering [Member]
Class of Stock [Line Items]
Proceeds from sale of preferred stock	$ 120,800
Aggregate discount and offering costs	$ 400
Preferred stock, purchase price per share	$ 242.50
Underwriting discount price per share	$ 7.50
Payment of underwriter discount	$ 3,800
Series B Preferred Stock [Member] | Private Offering [Member] | Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, liquidation preference per share		$ 250		$ 250

XML

Cash and Cash Equivalents, Restricted Cash and Marketable Securities (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2013
Cash And Cash Equivalents [Line Items]
Cash	$ 97,813	$ 86,792
Total cash and cash equivalents	198,874	211,249	$ 336,328	$ 186,342
Fair Value, Inputs, Level 1 [Member]
Cash And Cash Equivalents [Line Items]
Money market funds	95,613	105,497
Fair Value, Inputs, Level 2 [Member]
Cash And Cash Equivalents [Line Items]
Commercial paper	$ 5,448	$ 18,960