8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

August 11, 2009 (August 11, 2009)

SkyTerra Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-13865	23-2368845
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

10802 Parkridge Boulevard

Reston, VA 20191

(Address of principal executive offices, including zip code)

(703) 390-2700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2—Financial Information

Item 2.02. Results of Operations and Financial Condition.

On August 11, 2009, SkyTerra Communications, Inc. will host a conference call to discuss financial results for its fiscal quarter ended June 30, 2009. A copy of the presentation to be used during the conference call is attached hereto as Exhibit 99.1. All information in the presentation is furnished but not filed.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Number	Description
99.1	Presentation of SkyTerra Communications, Inc., dated August 11, 2009.

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 hereto duly authorized.

Date:  August 11, 2009	By:	/s/ Randy Segal
		Name:	Randy Segal
		Title:	General Counsel

EXHIBIT INDEX

Number	Description
99.1	Presentation of SkyTerra Communications, Inc., dated August 11, 2009.

EX-99

2^nd Quarter 2009 Earnings August 11, 2009

This presentation may contain “Forward-Looking Statements”.  All statements other than statements of historical facts made in this presentation regarding the prospects of our industry and our prospects, plans, financial position and business strategy may constitute forward-looking statements.  We can give no assurance
that these expectations will prove to be correct.  Factors and risks that could cause actual results to differ materially from our expectations are described in the most recent SkyTerra Forms 10-Q and 10-K, on file with the SEC.

August 11, 2009

2

Outline of Presentation

Alex Good – Chairman & CEO

Overview of Quarter

Satellite Construction

Technology Update

Current Business Initiatives

Regulatory Initiatives

Scott Macleod – Chief Financial Officer

2Q09 Financial Results

July 1, 2009 Funding

Ownership and Capital Structure

Next-Generation Satellite System Costs

August 11, 2009

3

Satellite Construction Program

1.

Ambient testing of SkyTerra 1 completed; testing has been moved into Boeing’s thermal-vacuum chamber

2.

Acceptance testing of GBBF hardware is planned through the fourth quarter for all four gateways

3.

The launch window for SkyTerra 1 is now scheduled to be open from August 2010 through October 2010

4.

SkyTerra terminated SkyTerra 2 launch contract with Sea Launch (now in Chapter 11 proceedings) based on anticipatory breach

5.

Both SkyTerra satellites will now be launched via ILS

August 11, 2009

4

Technology Update

1.

Our two-vendor chipset approach provides us with:

Technology flexibility

Stronger capability in delivering next-generation solutions to the broadest range of partners

Cost efficiency as a result of sharing arrangement with other ATC providers

2.

Qualcomm is scheduled to deliver the MDM9600 chip in mid 2010 and the MSM8960 chip in early 2011

3.

Alcatel-Lucent began development of the satellite base station; preliminary design review has been completed

4.

Infineon and Hughes have completed the product specification review for the GMR1-3G satellite technology

5.

Infineon’s software defined radio chipsets with embedded GMR1-3G expected to sample in mid 2011

August 11, 2009

5

Current Business Initiatives

1.

SkyTerra continues to experience strong customer interest and has renewed several key customer contracts

2.

The SMART^TM talkgroup program continues to grow

3.

SkyTerra added I-SMART, or the Infrastructure talkgroup

I-SMART is the first talkgroup that will play a key role in protecting critical infrastructure interests

I-SMART is the first international talkgroup to enable interoperable
communications between public and private entities in the United States, Canada, and Mexico

4.

Satellite radios enrolled in the SMART program increased by 40% during the second quarter

August 11, 2009

6

Regulatory Initiatives

1.

As part of our satellite coordination process, we conducted a quadrilateral meeting of satellite operators and regulators from the FCC, Industry Canada, OFCOM and Mexico

2.

SkyTerra remains committed to fully supporting Harbinger with the possible offer to acquire Inmarsat

3.

SkyTerra re-filed on April 29, 2009, with the FCC the ATC operating rules and approval to implement the Inmarsat Cooperation Agreement

August 11, 2009

7

SkyTerra Consolidated Income Statement

August 11, 2009

8

SkyTerra Consolidated Balance Sheet

August 11, 2009

9

SkyTerra Capital Structure ⁽¹⁾

August 11, 2009

10

July 1, 2009 Funding

1.

Closed on the third of four funding tranches from Harbinger:

January 4, 2009:$150 million

April 1, 2009:$175 million

July 1, 2009:$  75 million

Total $400 million

2.

SkyTerra issued 21.25 million penny warrants for SkyTerra common stock as per the closing of the April funding tranche

3.

The final tranche of $100 million is due January 4, 2010

August 11, 2009

11

SkyTerra Ownership

August 11, 2009

12

Next-Generation Satellite System Costs ($ in mm’s)

(6/30/09):

August 11, 2009

13