0001144204-14-013118.txt : 20140304 0001144204-14-013118.hdr.sgml : 20140304 20140304070057 ACCESSION NUMBER: 0001144204-14-013118 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 26 CONFORMED PERIOD OF REPORT: 20131231 FILED AS OF DATE: 20140304 DATE AS OF CHANGE: 20140304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Iridium Communications Inc. CENTRAL INDEX KEY: 0001418819 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 221344998 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33963 FILM NUMBER: 14662556 BUSINESS ADDRESS: STREET 1: 1750 TYSONS BOULEVARD STREET 2: SUITE 1400 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 301-571-6200 MAIL ADDRESS: STREET 1: 1750 TYSONS BOULEVARD STREET 2: SUITE 1400 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: GHL Acquisition Corp. DATE OF NAME CHANGE: 20071119 10-K 1 v367143_10k.htm 10-K
 
 
  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
FORM 10-K
 
 
 
 
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2013
 
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from             to             
 
Commission File Number 001-33963
 
 
 
 
Iridium Communications Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
26-1344998
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
1750 Tysons Boulevard, Suite 1400, McLean, Virginia 22102
(Address of principal executive offices, including zip code)
 
703-287-7400
(Registrant’s telephone number, including area code)
 
 
 
 
Securities Registered Pursuant to Section 12(b) of the Act:
 
Title of Each Class 
 
Name of Each Exchange on Which Registered 
Common Stock, $0.001 par value
 
NASDAQ Global Select Market
 
 
 
Warrants, exercisable for Common Stock at an exercise price of $11.50 per share
  
NASDAQ Global Select Market
 
Securities Registered Pursuant to Section 12(g) of the Act: None
 
 
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x
 
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 (or for such shorter period that the registrant was required to file such reports), 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 (§ 232.405 of this chapter) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
 
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 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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of June 30, 2013 was approximately $494.3 million.
 
The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of February 27, 2014 was 76,689,814.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the registrant’s definitive proxy statement for its 2014 annual meeting of stockholders to be filed pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year end of December 31, 2013, are incorporated by reference into Part III of this Form 10-K.
 
 
 
  
 
 
IRIDIUM COMMUNICATIONS INC.
 
ANNUAL REPORT ON FORM 10-K
Year Ended December 31, 2013
 
TABLE OF CONTENTS
 
PART I
 
 
 
 
 
Item 1.
Business
1
 
 
 
Item 1A.
Risk Factors
19
 
 
 
Item  1B.
Unresolved Staff Comments
34
 
 
 
Item 2.
Properties
35
 
 
 
Item 3.
Legal Proceedings
35
 
 
 
Item 4.
Mine Safety Disclosures
35
 
 
 
PART II
 
 
 
 
 
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
35
 
 
 
Item 6.
Selected Financial Data
37
 
 
 
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
38
  
  
 
 Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
57
 
 
 
Item 8.
Financial Statements and Supplementary Data
58
 
 
 
Item  9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
88
 
 
 
Item 9A.
Controls and Procedures
88
 
 
 
Item  9B.
Other Information
91
 
 
 
PART III
 
 
 
 
 
Item 10.
Directors, Executive Officers and Corporate Governance
91
 
 
 
Item 11.
Executive Compensation
91
 
 
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
91
 
 
 
Item 13.
Certain Relationships and Related Party Transactions, and Director Independence
91
 
 
 
Item 14.
Principal Accountant Fees and Services
91
 
 
 
PART IV
 
 
 
 
 
Item  15.
Exhibits and Financial Statement Schedules
92
 
 
 
SIGNATURES
 
93
 
 
 
Forward-Looking Statements
 
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 “believes,” “anticipates,” “plans,” “expects,” “intends” 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 this Form 10-K 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.
 
PART I
 
Item 1.     Business
 
Corporate Background
 
We were formed as GHL Acquisition Corp., a special purpose acquisition company, in November 2007, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination. On February 21, 2008, we consummated our initial public offering. On September 29, 2009, we acquired, directly and indirectly, all the outstanding equity of Iridium Holdings LLC, or Iridium Holdings, and changed our name from GHL Acquisition Corp. to Iridium Communications Inc.
 
Iridium Holdings was formed under the laws of Delaware in 2000, and on December 11, 2000, Iridium Holdings, through its wholly owned subsidiary Iridium Satellite LLC, or Iridium Satellite, acquired certain satellite assets from Iridium LLC, a non-affiliated debtor in possession, pursuant to an asset purchase agreement.
 
Business Overview
 
We are the second largest provider by revenue of mobile voice and data communications services via satellite, and the only commercial provider of communications services offering true global coverage. Our satellite network provides communications services to regions of the world where existing wireless or wireline networks do not exist or are limited, including remote land areas, open ocean, 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 constellation of 66 in-orbit satellites, 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.
 
Our commercial end user base, which we view as our primary growth engine, is diverse and includes markets such as emergency services, maritime, government, utilities, oil and gas, mining, recreation, forestry, heavy equipment, construction and transportation. Many of our end users view our products and services as critical to their daily operations and integral to their communications and business infrastructure. For example, multinational corporations in various sectors use our services for business telephony, e-mail and data transfer services, including telematics, and to provide mobile communications services for employees in areas inadequately served by terrestrial networks. Ship crews and passengers use our services for ship-to-shore calling as well as to send and receive e-mail and data files, and to receive electronic media, weather reports, emergency bulletins and electronic charts. Shipping operators use our services to manage operations on board ships and to transmit data, such as course, speed and fuel stock. Aviation end users use our services for air-to-ground telephony and data communications for position reporting, emergency tracking, weather information, electronic flight bag updates and fleet information.
 
The U.S. government, directly and indirectly, has been and continues to be our largest single customer, generating $74.7 million in service and engineering and support service revenue, or 19% of our total revenue, for the year ended December 31, 2013. This does not include revenue from the sale of equipment that may be ultimately purchased by U.S. or non-U.S. government agencies through third-party distributors, or airtime services purchased by U.S. or non-U.S. government agencies that are provided through our commercial gateway, as we lack visibility into these activities and the related revenue. In October 2013, we entered into a new multi-year, fixed-price contract with the U.S. government to provide satellite airtime services for an unlimited number of U.S. Department of Defense, or DoD, and other federal government subscribers, with a total contract value of $400 million over its five-year term.
 
 
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The DoD owns and operates a dedicated gateway in Hawaii that is only compatible with our satellite network. The U.S. armed services, State Department, Department of Homeland Security, Federal Emergency Management Agency, or FEMA, Customs and Border Protection, and other U.S. government agencies, as well as other nations’ governmental agencies, use our voice and data services for a wide variety of applications. Our voice and data products are used for numerous primary and backup communications solutions, including logistical, administrative, morale and welfare, tactical and emergency communications. In addition, our products are installed in ground vehicles, ships, rotary-wing and fixed-wing aircraft and are used for command-and-control and situational awareness purposes. Our satellite network provides increased network security to the DoD because traffic is routed across our satellite constellation before being brought down to earth through the dedicated, secure DoD gateway, thus providing additional levels of protection. Since our network was launched in the mid-1990s, the DoD has made significant investments to build and upgrade its dedicated gateway and to purchase our handsets and voice and data devices, all of which are only compatible with our satellite network. In addition, the DoD continues to invest directly and indirectly in additional services on our network such as Distributed Tactical Communications Services, which we refer to as Netted Iridium®.
 
We sell our products and services to commercial end users exclusively through a wholesale distribution network, encompassing 75 service providers, more than 190 value-added resellers, or VARs, and 55 value-added manufacturers, or VAMs, which create and sell Iridium®-based technology 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 December 31, 2013, we had approximately 664,000 billable subscribers worldwide, representing a 9% increase compared to December 31, 2012. Total revenue decreased slightly from $383.5 million in 2012 to $382.6 million in 2013.
 
Industry
 
We compete in the mobile satellite services sector of the global communications industry. Mobile satellite services operators provide voice and data services to people and machines on the move or in fixed locations using a network of satellites and ground facilities. Mobile satellite services are intended to meet users’ needs for connectivity in all locations. Customers typically use satellite voice and data communications in situations where existing terrestrial wireline and wireless communications networks do not exist, do not provide sufficient coverage, or are impaired. Further, many regions of the world benefit from satellite networks, such as rural and developing areas that lack adequate wireless or wireline networks, ocean and polar regions where few alternatives exist, and regions where the telecommunications infrastructure has been affected by political conflicts or natural disasters.
 
Government organizations, including military and intelligence agencies and disaster response agencies, non-governmental organizations and industrial operations and support teams depend on mobile and fixed voice and data satellite communications services on a regular basis. Businesses with global operations require reliable communications services when operating in remote locations around the world. Mobile satellite services users span many sectors, including emergency services, maritime, aviation, government, utilities, oil and gas, mining, recreation, forestry, heavy equipment, construction and transportation, among others. Many of our customers view satellite communications services as critical to their daily operations.
 
We believe that increasing penetration will provide a significant market opportunity for the mobile satellite services industry. According to a 2013 report produced by A.T. Kearney for the GSM Association, total mobile connections were expected to reach 7.4 billion throughout the world as of the end of 2013. We believe that growth in the terrestrial wireless industry has increased awareness of the need for reliable mobile voice and data communications services. In addition, despite significant penetration and competition, terrestrial wireless systems only serve a small fraction of the earth’s surface and are focused mainly in those areas where people live, excluding oceans and other remote regions where ships, airplanes and other remote assets may be located or in transit. By offering mobile communications services with global voice and data coverage, mobile satellite service providers address the demand from businesses, governments and individuals for connectivity and reliability in locations not consistently served by wireline and wireless terrestrial networks.
 
The mobile satellite services industry also benefits from the continued development of innovative, lower-cost technology and applications integrating mobile satellite products and services. We believe that growth in demand for mobile satellite services is driven in large part by the declining cost of these services, the diminishing size and lower costs of voice, data and machine-to-machine, or M2M, devices, the rollout of new applications tailored to the specific needs of customers across a variety of markets, and a more favorable regulatory environment in international markets.
 
Communications industry sectors include:
 
      mobile satellite services, which provide customers with voice and data connectivity to mobile and fixed devices using ground facilities and networks of geostationary, or GEO, satellites, which are located approximately 22,300 miles above the equator, medium earth orbit satellites, which orbit between approximately 6,400 and 10,000 miles above the earth’s surface, or low earth orbit, or LEO, satellites, such as those in our constellation, which orbit between approximately 300 and 1,000 miles above the earth’s surface;
 
 
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      fixed satellite services, which use GEO satellites to provide customers with broadband communications links between fixed points on the earth’s surface; and
      terrestrial services, which use a network of land-based equipment, including switching centers and radio base stations, to provide wireless or wireline connectivity and are complementary to satellite services.
 
Within the major satellite sectors, fixed satellite services and mobile satellite services operators differ significantly from each other with respect to size of antenna and types of services offered. Fixed satellite services providers, such as Intelsat S.A., Eutelsat Communications S.A. and SES S.A., are characterized by large, often stationary or fixed ground terminals that send and receive high-bandwidth signals to and from the satellite network for video and high-speed data customers and international telephone markets. By contrast, mobile satellite services providers, such as us, Inmarsat plc, Globalstar, Inc., and ORBCOMM Inc. focus more on voice and data services, where mobility and small-sized terminals are essential.
 
A LEO system, such as the system we operate, generally has lower transmission delays than a GEO system, such as that operated by Inmarsat, due to the shorter distance signals have to travel, which also enables the use of smaller antennas on mobile devices. We believe the unique interlinked mesh architecture of our constellation, combined with the global footprint of our satellites, distinguishes us from other regional LEO satellite operators such as Globalstar and ORBCOMM, by allowing us to route voice and data transmissions to and from anywhere on the earth’s surface via a single gateway. As a result, we are the only mobile satellite services operator offering real-time, low-latency services with true global coverage, including full coverage of the polar regions.
 
Our Competitive Strengths
 
      Attractive and growing markets. We believe that the mobile satellite services industry will continue to experience growth driven by the increasing awareness of the need for reliable mobile voice and data communications services, the lack of coverage by terrestrial wireless systems of most of the earth’s surface, and the continued development of innovative, lower cost technology and applications integrating mobile satellite products and services. Only satellite providers can offer global coverage, and the satellite industry is characterized by significant financial, technological and regulatory barriers to entry.
 
      True global coverage. Our network provides true global coverage, which none of our competitors, whether LEO or GEO, can offer. Our network of 66 operational satellites relies on an interlinked mesh architecture to transmit signals from satellite to satellite, which reduces the need for multiple local ground stations around the world and facilitates the global reach of our services. GEO satellites orbit above the earth’s equator, limiting their visibility to far northern or southern latitudes and polar regions. LEO satellites from operators like Globalstar and ORBCOMM use an architecture commonly referred to as “bent pipe”, which requires voice and data transmissions to be immediately routed to ground stations in the same region and can only provide real-time service when they are within view of a ground station, limiting coverage to areas near where they have been able to license and locate ground infrastructure. The LEO design of our satellite constellation produces minimal transmission delays compared to GEO systems due to the shorter distance our signals have to travel. Additionally, LEO systems typically have smaller antenna requirements and are less prone to signal blockage caused by terrain than GEO satellite networks. As a result, we believe that we are well-positioned to capitalize on the growth in our industry from end users who require reliable, easy-to-use communications services in all locations.
 
      Innovations for a broad range of markets at lower costs. The specialized needs of our global end users span many markets, including emergency services, maritime, aviation, government, utilities, oil and gas, mining, recreation, forestry, heavy equipment, construction and transportation. We sell our products and services to commercial end users exclusively through a wholesale distribution network of service providers, VARs and VAMs, which often specialize in a particular line of business. Our distributors use our products and services to develop innovative and integrated communications solutions for their target markets, often combining our products with other technologies, such as GPS and terrestrial wireless technology. In addition to promoting innovation, our wholesale distribution model allows us to capitalize on the research and development expenditures of our distributor partners, while lowering overall customer acquisition costs and mitigating some risks, such as consumer relationship risks. By partnering with these distributors to develop new products, services and applications, we believe we create additional demand for our products and services and expand our target markets at a lower cost than would a more direct marketing model. We believe our distribution network can continue to grow with us and increase our market penetration.
 
      Strategic relationship with the U.S. government. The U.S. government is our largest single customer, and we have had a relationship with the DoD since our inception. We believe the DoD views our Netted Iridium, M2M devices, encrypted handset and other products as mission-critical services and equipment. The DoD has made significant investments in a dedicated gateway on a U.S. government site to provide operational security and allow DoD handset users to communicate securely with other U.S. government communications equipment. This gateway is only compatible with our satellite network. In October 2013, we entered into a new five-year, fixed-price contract with the U.S. government to provide satellite airtime services for an unlimited number of DoD and other federal government subscribers, with a total contract value of $400 million.
 
 
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Our Business and Growth Strategies
 
      Leverage our largely fixed-cost infrastructure by growing our service revenue. Our business model is characterized by high capital costs, primarily incurred every 10 to 15 years, in connection with designing, building and launching new generations of our satellite constellation, but the incremental cost of providing service to additional end users is relatively low. We believe that service revenue will be our largest source of future growth and profits, and we intend to focus on growing both our commercial and government service revenue in order to leverage our largely fixed-cost infrastructure. In particular, we believe that M2M services, where we are engaging large, global enterprises as long-term customers for telematics solutions, represent an opportunity for service revenue growth.
 
      Accelerate the development of personal communications capabilities. Iridium Force® is our strategy for the development of personal mobile satellite communications: allowing users to connect to our network in more ways, including from devices such as smartphones, tablets and laptops; making our technology more accessible and cost-effective for our distribution partners to integrate by licensing our core technologies; integrating location-based services for location-specific applications and personal security capabilities; and providing rugged, dependable devices and services. As part of this strategy, in February 2014 we announced our plans for Iridium GO!TM, a personal satellite connectivity device (a “satellite hotspot”) that will allow the use of smartphones and tablets over our network. We expect this device to be available in the second quarter of 2014.
 
      Continue to expand our distribution network. We believe our wholesale distribution network lowers our costs and risks, and we plan to continue to selectively expand our network of service providers, VAMs and VARs. We expect that our current and future value-added partners will continue to develop customized products, services and applications targeted to the land-based handset, maritime, aviation, M2M and government markets. We believe these markets represent an attractive opportunity for continued subscriber growth. We also expect to continue to expand our sales and distribution efforts geographically by seeking authorization to operate and engaging distribution partners in additional countries.
 
      Continued growth in services provided to the DoD. In October 2013, we executed a new five-year Enhanced Mobile Satellite Services, or EMSS, contract with the Defense Information Systems Agency, or DISA. Under the terms of this new agreement, we provide Iridium airtime and airtime support to U.S. government and other authorized customers, including voice, low and high speed data, paging, and Distributed Tactical Communication, or netted, services. The service fees we will receive under the EMSS contract are fixed and increase from $64 million and $72 million in the first two years to $88 million in each of the next three years. In addition, other services we are developing, such as future broadcast capabilities, provide us with opportunities to offer new products and services to the DoD for an additional fee.
 
      Develop the Iridium NEXT constellation. We are developing our next-generation satellite constellation, Iridium NEXT, which will replace our existing constellation with a more powerful satellite network while maintaining backward compatibility with our current system and end-user devices. Iridium NEXT will maintain our current system’s key attributes, including the capability to upload new software, while providing new and enhanced capabilities, such as higher data speeds and increased capacity. We believe Iridium NEXT’s increased capabilities will expand our target markets by enabling us to develop and offer a broader range of products and services, including a wider array of cost-effective and competitive broadband data services. We completed the critical design review phase of the development of Iridium NEXT in 2013, and we expect to proceed to full-scale production in 2014 in anticipation of our first launch scheduled for 2015.
 
      Continue to develop Aireon and other hosted payloads, including Iridium PRIMESM. Iridium NEXT is designed to host secondary payloads, which have the potential to generate cash flows and deferred revenue during the construction phase of Iridium NEXT and the potential to generate recurring service revenue once Iridium NEXT is launched. Our primary hosted payload customer is Aireon LLC, or Aireon, which is a joint venture between us and four air navigation service providers, NAV CANADA, Enav (Italy), Naviair (Denmark) and the Irish Aviation Authority. Aireon is developing an automatic dependent surveillance-broadcast, or ADS-B, receiver to be hosted on Iridium NEXT, to provide a global air traffic surveillance service, which Aireon plans to offer to air navigation service providers, including our co-investors in Aireon and the U.S. Federal Aviation Administration. We have allocated the remaining hosted payload space on the original 81 Iridium NEXT satellites to Harris Corporation, which is building the Aireon payload. In addition, in September 2013 we announced Iridium PRIME, which will allow customers to host payloads on stand-alone satellites, giving them greater volume, weight, power and data capacity, as well as flexibility of launch schedule, while holding costs down compared to an independent satellite development effort.
 
Distribution Channels
 
We sell our products and services to customers through a wholesale distribution network of 75 service providers, more than 190 VARs and 55 VAMs. These distributors sell our products and services to end users, either directly or indirectly through service providers, VARs or dealers. Of these distributors, approximately 30 sell primarily to U.S. and international government customers. Our distributors often integrate our products and services with other complementary hardware and software and have developed individual solutions targeting specific lines of business. We also sell airtime services directly to U.S. government customers, including the DoD, for resale to other government agencies. The U.S. government and international government agencies may purchase additional services as well as our products and related applications through our network of distributors.
 
 
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We provide our distributors with support services, including assistance with coordinating end user sales, strategic planning and training and second-tier customer support, as well as helping them respond to new opportunities for our products and services. We have representatives covering three regions around the world to better manage our distributor relationships: the Americas, which includes North, South and Central America; Asia Pacific, which includes Australia and Asia; and Europe, the Middle East, Africa and Russia. We have also established a global support service program to provide portside service for Iridium OpenPort® maritime customers at major ports worldwide. In addition, we maintain various online management tools that allow us to communicate efficiently with our distributors, and allow them to manage their customers’ Iridium devices from anywhere in the world. By relying on our distributors to manage end user sales, we believe that we reduce some of the risks and costs related to our business, such as consumer relationship risks and sales and marketing costs, while providing a broad and expanding distribution network for our products and services with access to diverse and geographically dispersed niche markets. We are also able to rely on the specialized expertise of our distributors, who continue to develop innovative and improved solutions and applications integrating our product and service offerings, providing us with an attractive platform to support our growth.
 
Commercial Markets
 
We view our commercial end user base as our primary growth engine. Service providers and VARs serve as our main distribution channel by purchasing our products and services and marketing them directly to their customers or indirectly through independent dealers. They are each responsible for customer billing, end user customer care, managing credit risk and maintaining all customer account information. If our service providers or VARs provide our services through dealers, these dealers will often provide such services directly to the end user. Service providers typically purchase our most basic products and services, such as mobile voice services and related satellite handsets, and offer additional services such as voice mail. Unlike service providers, our VARs typically focus more on data applications and provide a broader array of value-added services specifically targeted to the niche markets they serve, such as maritime, M2M, aviation and government markets, where high-use customers with specialized needs are concentrated. These VARs integrate our handsets, transceivers, high-speed data devices and short-burst data modems with other hardware and software to create packaged solutions for end users. Examples of these applications include cockpit voice and data solutions for use by the aviation sector and voice, data and tracking applications for industrial customers, the DoD and other U.S. and international government agencies. Our service providers include dedicated satellite service providers such as Airbus Defense and Space and Inmarsat, as well as some of the largest telecommunications companies in the world, including Telstra Corporation Limited, KDDI Corporation and Singapore Telecommunications Limited. Our VARs include AirCell Inc., ARINC Incorporated, Blue Sky Network, LLC, DeLorme Publishing Company Inc., General Dynamics Corporation, Joubeh Technologies Inc., Kore Telematics Inc., NAL Research Corporation and Zunibal S.A.
 
We also sell our products to VAMs, who integrate our transceivers into their propriety hardware and software. These VAMs produce specialized equipment, including integrated ship communications systems, global asset tracking devices and secure satellite handsets, such as our Iridium 9505A handset coupled with U.S. National Security Agency Type I encryption capability, which they offer to end users in maritime, aviation, government and M2M markets. As with our service providers and VARs, VAMs sell their products either directly or through other distributors, including some of our service providers and VARs. Our VAMs include Applied Satellite Engineering, Inc., Beam Communications Pty Ltd., Digi International, Inc., InovarEMS, International Communications Group, Inc., ITT Exelis, Quake Global, Inc. and Cobham plc.
 
In addition to VARs and VAMs, we maintain relationships with more than 40 value-added developers, or VADs. We typically provide technical information to these companies on our products and services, which they then use to develop software and hardware that complements our products and services in line with the specifications of our VARs and VAMs. These products include handset docking stations, airline tracking and flight management applications and crew e-mail applications for the maritime industry. We believe that working with VADs allows us to create new platforms for our products and services and increases our market opportunity while reducing our overall research and development, marketing and support expenses. Our VADs include Active Web Solutions Inc., Global Marine Networks, LLC, Hirschmann Automation and Controls, Inc., Maxtena, Inc. and Ontec Inc.
 
We maintain a pricing model for our commercial products and services with a consistent wholesale rate structure. Under our distribution agreements, we charge our distributors wholesale rates for commercial products and services, subject to discount and promotional arrangements and geographic pricing. We also charge fixed monthly access fees per subscriber for some of our services. Our distributors are in turn responsible for setting their own pricing to their customers. Our agreements with distributors typically have terms of one year and are automatically renewable for additional one-year terms, subject to termination rights. We believe this business model provides incentives for distributors to focus on selling our commercial product and service portfolio and developing additional applications. An additional benefit of this model is simplicity. This model reduces back-office complexities and costs and allows distributors to remain focused on revenue generation.
 
Our two largest distributors, Airbus Defense and Space and Inmarsat, each represented 8% of our revenue for the year ended December 31, 2013.
 
 
5

 
Government Markets
 
We provide mission-critical mobile satellite products and services to all military branches of the DoD as well as other U.S. government departments and agencies. These users require voice and two-way data capability with global coverage, low latency, mobility and security and often operate in areas where no other terrestrial or wireless means of communications are available. We believe we are well-positioned to satisfy demand from these users. Our 9505A satellite handset is the only commercial, mobile handheld satellite phone that is capable of Type I encryption accredited by the U.S. National Security Agency for Top Secret voice communications. In addition, the DoD has made significant investments in a dedicated gateway that provides operational security and allows users of encrypted DoD handsets to communicate securely with other U.S. government communications equipment. These investments include upgrading the gateway to take advantage of the enhanced capabilities of Iridium NEXT. This gateway is only compatible with our satellite network.
 
We provide Iridium airtime and airtime support to U.S. government and other authorized customers pursuant to our EMSS contract. Our previous EMSS contract, entered into in April 2008, provided for a one-year base term and four additional one-year options, all of which were exercised at the election of the U.S. government. The EMSS contract expired in 2013 and effective as of October 22, 2013, we executed a new five-year EMSS contract. Under the terms of this new agreement, authorized customers will continue to utilize Iridium airtime services, provided through the DoD’s dedicated gateway. These services will include unlimited global secure and unsecure voice, low and high-speed data, paging, and Distributed Tactical Communications System, or DTCS, services for an unlimited number of DoD and other federal subscribers. The fixed-price rates in each of the five contract years, which run from October 22 through the following October 21 of each year, are $64 million and $72 million in years one and two, respectively, and $88 million in each of the years three through five. While we sell airtime directly to the U.S. government for resale to end users, our hardware products are sold to U.S. government customers through our network of distributors, which typically integrate them with other products and technologies. Pursuant to federal acquisition regulations, the U.S. government may terminate the EMSS contract, in whole or in part, at any time.
 
We also provide maintenance services for the DoD gateway pursuant to our Gateway Maintenance and Support Services, or GMSS, contract managed by the DISA. We also entered into our previous GMSS contract in April 2008. This contract had a one-year base year and four additional one-year options exercisable at the election of the U.S. government. The U.S. government exercised all of the options under the April 2008 contract and exercised its ability under federal acquisition regulations to extend the agreement for an additional six months. During September 2013, upon expiration of the April 2008 contract, we entered into a new GMSS contract. This new agreement is structured similar to the April 2008 agreement and provides for a one-year base term and up to four additional one-year options exercisable at the election of the U.S. government. If the U.S. government elects to exercise all available one-year options, the total value of the contract to us would be approximately $38.0 million. The U.S. government may terminate the GMSS contract, in whole or in part, at any time.
 
In October 2012, we were also awarded a five-year indefinite-delivery/indefinite-quantity contract from DISA to upgrade the DoD gateway and ensure its compatibility with Iridium NEXT. This contract has a one-year base period and four one-year options, the first of which has been exercised, and has a maximum potential value of $47 million to us over the full five-year period, if all options are exercised.
 
U.S. government services accounted for approximately 19% of our total revenue for the year ended December 31, 2013. Our reported U.S. government revenue includes airtime revenue derived from the EMSS contract and services provided through the GMSS contract and other engineering and support contracts with the U.S. government. This revenue does not include airtime services purchased by U.S. or non-U.S. government agencies that are provided through our commercial gateway, which we report as commercial service revenue, or equipment purchased by government customers from third-party distributors. We are unable to determine the specific amount of U.S. government revenue derived from these commercial sources.
 
Lines of Business
 
The specialized needs of our global customers span many markets. Our system is able to offer our customers cost-effective communications solutions with true global coverage in areas unserved or underserved by existing telecommunications infrastructure. Our mission-critical communications solutions have become an integral part of the communications and business infrastructure of many of our end users. In many cases, our service is the only connectivity for these critical applications or is used to complement terrestrial communications solutions.
 
Our current principal lines of business include land-based handset, M2M, maritime, aviation, and government.
 
Land-based Handset
 
We are the leading provider of mobile satellite communications services to the land-based handset sector, providing handset services to areas not served or inconsistently served by existing terrestrial communications networks. In a 2013 report, Euroconsult estimated that there were approximately 675,000 active satellite handsets in the market in 2012. Mining, forestry, construction, oil and gas, utilities, heavy industry and transport companies as well as the military, public safety and disaster relief agencies constitute the largest portion of our land-based handset end users. We believe that demand for mobile communications devices operating outside the coverage of terrestrial networks, combined with our small, lightweight, durable handsets with true global coverage, will allow us to capitalize on growth opportunities among these users.
 
 
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Our land-based handset end users utilize our satellite communications services for:
 
      Voice and data: Multinational corporations in various sectors use our services for business telephony, e-mail and data transfer services, location-based services and to provide pay telephony services for employees in areas inadequately served by terrestrial networks. Oil and gas and mining companies, for example, provide their personnel with our equipment solutions while surveying new drilling and mining opportunities and while conducting routine operations in remote areas that are not served by terrestrial wireless communications networks. In addition, a number of recreational, scientific and other outdoor segments rely on our mobile handheld satellite phones and services for use when beyond terrestrial wireless coverage.
 
      Mobile and remote office connectivity: A variety of enterprises use our services to make and receive voice calls and to establish data, e-mail, internet and corporate network connections.
 
      Public safety and disaster relief: Relief agencies, such as FEMA, and other agencies, such as the Department of Homeland Security, use our products and services in their emergency response plans, particularly in the aftermath of natural disasters such as Hurricane Sandy, the Haitian and Chilean earthquakes, the Japanese earthquake and tsunami and Typhoon Haiyan. These agencies generate significant demand for both our voice and data products, especially in advance of the hurricane season in North America.
 
      Public telephone infrastructure: Telecommunications service providers use our services to satisfy regulatory mandates to provide communications services to rural populations currently not served by terrestrial infrastructure. Telstra Corporation, for example, uses our services to comply with its obligations to provide communications services to customers in certain remote parts of Australia.
 
Machine-to-Machine
 
We are one of the leading providers of satellite-based M2M services. We believe the early stage of this market and its significant under-penetration present opportunities for future growth. As with land-based handsets, our largest M2M users include mining, construction, oil and gas, utilities, heavy industry, maritime, forestry and transport companies, as well as the military, public safety and disaster relief agencies. We believe increasing demand for automated data collection processes from mobile and remote assets operating outside the coverage of terrestrial wireline and wireless networks, as well as the continued need to integrate the operation of such assets into enterprise management and information technology systems, will likewise increase demand for our M2M applications.
 
Our M2M services are used for:
 
      Fleet management: Our global coverage permits our products and services to be used to monitor the location of vehicle fleets, hours of service and engine telemetry data, as well as to conduct two-way communications with drivers around the world. Long distance drivers need reliable communication with both dispatchers and their destinations to coordinate changing business needs, and our satellite network provides continuous communications coverage while they are in transit. We expect that the need for more efficient, cost-effective and safer fleet operations as well as the imposition of regulatory mandates related to driver safety, such as drive-time monitoring, will increase demand for our services in this area.
 
      Fixed-asset monitoring: Multinational corporations, such as oil-field service companies like Schlumberger Limited and ConocoPhillips Company, use our services to run applications that allow remote monitoring and operation of equipment and facilities around the globe, such as oil pipelines and offshore drilling platforms.
 
      Asset tracking: Leveraging M2M applications developed by several of our distributors, companies use our services and related devices to track assets, including personnel, for logistics, theft-prevention and safety purposes. Companies and organizations that have fleets of vehicles use M2M solutions from Iridium distributors to improve the efficiency of their operations . For example, Halliburton uses inthinc's waySmart M2M solution to reduce accidents and increase vehicle uptime, and the Department of Homeland Security Office of Enforcement and Removal uses Fleet Management Solutions’ M2M solution to transmit position, direction, speed and other data for management of its vehicle fleet.
 
      Resource management: Our global coverage and data throughput capabilities support natural resource management applications such as fisheries management systems. Marine Instruments and Zunibal S.A., two of our VARs, have developed applications for the fishing industry to assist fishing fleets in pursuing more efficient fishing practices.
 
      Scientific data monitoring: The global coverage of our network supports many scientific data collection applications such as the Argo float program of the National Oceanographic and Atmospheric Administration, or NOAA. This program relies on our M2M services to collect climate data from buoys located throughout the world’s oceans for monitoring and analysis. We believe the increased need for monitoring climate and environmental data associated with global climate change and human impact on the planet will increase demand for these services.
 
 
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      Personal Tracking Devices and Location-Based Services: Several of our VAMs and VARs, such as Briartek, Inc., DeLorme, Global Satellite Engineering, NAL Research, Pieps GmbH and Solara Remote Data Delivery Incorporated, have introduced small, portable personal tracking devices that will provide personal tracking and data communications services to commercial end users. In addition, the Iridium Extreme® handset offers personal tracking and location-based services. These devices use M2M data services to send location information and other data to web-based portals for tracking of and messaging with users.
 
Maritime
 
We believe the maritime market is one of our most significant market opportunities. End users of our services in the maritime sector include companies engaged in merchant shipping, passenger transport, fishing, energy and recreation. Merchant shipping accounts for a significant portion of our maritime revenue, as those ships spend the majority of their time at sea away from coastal areas and out of reach of terrestrial communications services. Our products and services targeting the maritime market typically have high average revenue per subscriber, with multiple users utilizing a single subscriber account. Once a system is installed on a vessel, it often generates a multi-year recurring revenue stream from the customer. As a consequence, from time to time we may offer promotions or rebates to accelerate new customer acquisitions and a long-term revenue stream.
 
We believe increased regulatory mandates and increased demand for higher-speed, low-cost data services will allow us to capitalize on growth opportunities in this market. We believe Iridium Pilot®, which uses our Iridium OpenPort service to offer uncompressed data speeds of up to 134 kbps and three independent voice lines, presents a competitive, broadband communication alternative to end users in the maritime market. In 2012 and 2013, Iridium Pilot experienced higher than expected failure rates in the field primarily due to failures of a power amplifier component. The problems were addressed by mid-2013 and new Iridium Pilot units shipped since then have been operating as expected. We increased the warranty reserve provision in 2013 to provide for projected higher warranty claims and other warranty-related initiatives.
 
Maritime end users utilize our satellite communications services for the following:
 
      Data and information applications: Ship operators and crew use our services to send and receive e-mail and data files and to receive other information services such as electronic media, weather reports, emergency bulletins and electronic charts. We believe Iridium Pilot provides an attractive alternative for shipping operators and fishing fleets seeking increased functionality at competitive prices, as well as for yachts, work boats and other vessels for which traditional marine satellite systems have typically been costly and underperforming.
 
      Voice services: Maritime global voice services are used for both vessel operations and communications for crew welfare. Merchant shipping operators use prepaid phone cards for crew use at preferential around-the-clock flat rates.
 
      Vessel management, procurement and asset tracking: Shipping operators, such as Exmar Shipmanagement N.V., Lauritzen Fleet Management A/S and Zodiac Shipping Ltd., use our services to manage operations on ships and to transmit data, such as course, speed and fuel stock. Our services can be integrated with GPS to provide a position reporting capability. Many fishing vessels are required by law to carry terminals using approved mobile satellite services for tracking purposes as well as to monitor catches and to ensure compliance with geographic fishing restrictions. European Union regulations, for example, require EU-registered fishing vessels of over 15 meters to carry terminals for the purpose of positional reporting of those vessels. Furthermore, new security regulations in some jurisdictions are expected to require tracking of merchant vessels in territorial waters, which would provide an additional growth opportunity for us.
 
      Safety applications: Ships in distress, including as a result of potential piracy, hijack or terrorist activity, rely on mobile satellite voice and data services. The Ship Security and Alert Systems regulations were adopted by the International Maritime Organization, or IMO, to enhance maritime security in response to the threat from terrorism and piracy. Most deep-sea passenger and cargo ships must be fitted with a device that can send an alert message containing the ship’s ID and position whenever the ship is under threat or has been compromised. We and our distribution partners have developed several product solutions to meet this requirement for merchant vessels. The Global Maritime Distress and Safety System, or GMDSS, is a maritime service built to alert a maritime rescue coordination center of each vessel’s situation and position, information that can then be used to coordinate search and rescue efforts among ships in the area. The IMO requires all vessels flagged by signatories to the International Convention for the Safety of Life at Sea (SOLAS) over 300 gross tons and certain passenger vessels, irrespective of size, that travel in international waters to carry distress and safety terminals that use GMDSS applications. Although our products and services are currently not certified to be used in GMDSS applications, we have initiated the approval process with the IMO for inclusion in the GMDSS, which we currently anticipate receiving in 2015.
 
 
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Aviation
 
We are one of the leading providers of mobile satellite communications services to the aviation sector. Our services are increasingly used in commercial and global government aviation applications, principally by corporate jets, corporate and government helicopter fleets, specialized general aviation fleets, such as medevac companies and fire suppression and other specialized transport fleets, and high-end personal aircraft. Our services are also employed by commercial airline operators for cockpit voice and data link services for aircraft operational and safety communications. As a result of the 2011 FAA announcement that it will approve Iridium for flight safety data communications and the U.S. Federal Communications Commission’s, or FCC,  approval of flight safety communications, commercial operators are installing Iridium-based avionics on the flight deck to comply with international air navigation communications requirements to operate in oceanic and remote airspace. Our voice and data devices from our VAMs and VARs have been adopted as standard equipment and as factory options for a range of airframe manufacturers in business aviation and air transport, such as Gulfstream Aerospace Corporation, Bombardier Inc., Cessna Aircraft Company, Boeing and Airbus. Our devices are also installed in the aftermarket on large volume and a variety of other types of aircraft.
 
Aviation end users utilize our satellite communications services for:
 
      Aviation operational communications: Aircraft crew and ground operations use our services for air-to-ground telephony and data communications. This includes the automatic reporting of an aircraft’s position and mission-critical condition data to the ground and controller-pilot data link communication for clearance and information services. We provide critical communications applications for airlines and air transport customers such as Delta Airlines, United Airlines, UPS, Lufthansa, Cathay Pacific Airways and El Al Airlines. These operators rely on our services because other forms of communication may be unaffordable or unreliable in areas such as the polar regions. ARINC Incorporated and SITA, SC, the two leading providers of voice and data link communications services and applications to the airline industry, integrate our products and services into their offerings.
 
      Aviation passenger communications: Corporate and private fleet aircraft passengers use our services for air-to-ground telephony and data communications. Operators are currently using our services to enable passengers to e-mail using their own Wi-Fi-enabled mobile devices, including smartphones, without causing interference with aircraft operation. We believe our distributors’ small, lightweight, cost-effective solutions offer an attractive alternative for aircraft operators, particularly small fleet operators.
 
      Rotary and general aviation applications: We are also a major supplier for rotary aviation applications to end users in a number of markets, including medevac, law enforcement, oil and gas, and corporate work fleets. Companies such as Air Logistics, EagleMed and Air Evac Lifeteam rely on applications from our distributors for traditional voice communications, fleet tracking and management and real-time flight diagnostics. VARs and VAMs such as Avidyne Corporation, Flightcell International Ltd., Garmin International, Inc., Honeywell International, Inc., SkyTrac and Spider Tracks Limited incorporate Iridium products and services into applications for this market.
 
      Air traffic control communications and safety applications:  The International Civil Aviation Organization, or ICAO, has approved standards and recommended practices allowing us to provide Aeronautical Mobile Satellite (Route) Services to commercial aircraft on long-haul routes. This allows member states to evaluate and approve our services for safety communications on flights in oceanic and remote airspace. After several years of working with the Performance Based Aviation Rules Making Committee, or PARC, and illustrating a successful operational evaluation using Iridium data services, in 2011 the FAA announced that it would approve Iridium for use in the Future Air Navigation Services (FANS) and Automatic Dependent Surveillance – Contract (ADS-C) datalink communications with Air Traffic Control, or ATC. We are currently coordinating with PARC on an operational evaluation of our voice communications services for ATC. As our services become approved by regulatory organizations and member states, aircraft crew and air traffic controllers will be able to use our services for data and voice communications between the flight deck and ground-based air traffic control facilities. We are the only satellite provider capable of offering such critical flight safety applications around the entire globe, including the polar regions. We believe this particular sector of the market will present us with significant growth opportunities, as our services and applications will serve as a cost-effective alternative to systems currently in operation.
 
Government
 
We are one of the leading providers of mobile satellite communications services to the U.S. government, principally the DoD. We provide mobile satellite products and services to all branches of the U.S. armed forces. Our voice products are used for a variety of primary and backup communications solutions, including logistical, administrative, morale and welfare, and emergency communications. In addition, our products and related applications are installed on ground vehicles, ships, rotary- and fixed-wing aircraft, embedded in unattended sensors and used for command and control and situational awareness purposes. Global security concerns are among the factors driving demand for our products and services in this sector. See “—U.S. Government Services” for more information.
 
 
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Seasonality
 
Our business is subject to seasonal usage changes for commercial customers, and we expect it to be affected by similar seasonality going forward. March through October are typically the peak months for commercial voice traffic and related subscriber equipment sales, given the predominance of population and activity in the northern hemisphere. U.S. government usage and commercial M2M usage have been less subject to seasonal changes.
 
Services and Products
 
At December 31, 2013, we had approximately 664,000 billable subscribers worldwide. Our principal services are mobile satellite services, including mobile voice and data services, M2M services and high-speed data. Sales of our commercial services collectively accounted for approximately 62% of our total revenue for the year ended December 31, 2013. We also sell related voice and data equipment to our customers, which accounted for approximately 19% of our total revenue for the year ended December 31, 2013. In addition, we offer services to U.S. government customers, including the DoD. U.S. government services accounted for approximately 19% of our total revenue for the year ended December 31, 2013.
 
Commercial Services
 
Postpaid Mobile Voice and Data Satellite Communications Services
 
We sell our mobile voice and data services to service providers and VARs who in turn offer such services to end users, either directly or indirectly through dealers, using various packaged solutions such as monthly plans with differing price levels that vary depending upon expected usage. In exchange for these services, we typically charge service providers and VARs a monthly access fee per subscriber, as well as usage fees for airtime minutes used by their respective subscribers.
 
Prepaid Mobile Voice Satellite Communications Services
 
We also offer mobile voice services to service providers and VARs through prepaid plans. Service providers and VARs pay us in advance for defined blocks of airtime minutes with expiration periods in various configurations, ranging from 30 days to two years. These services are then generally sold to subscribers in the form of prepaid scratch cards and e-vouchers that enable subscribers to use our services on a per-minute basis. Unused minutes are forfeited on the applicable expiration date. We believe service providers and VARs are drawn to these services because they enable greater cost control by eliminating the need for monthly billings and reducing collection costs, and can be sold in countries where credit may not be readily available for end users. Our distributors often offer our prepaid voice services through fixed devices to subscribers in rural villages, at remote industrial, commercial and residential sites and on ships at sea, among other places. Fixed voice satellite communications services are in many cases an attractive alternative to handheld mobile satellite communications services in situations where multiple users will access the service within a defined geographic area and terrestrial wireline or wireless service is not available. Fixed phones, for example, can be configured as pay phones that accept prepaid scratch cards and can be installed at a central location, for example in a rural village or on a maritime vessel.
 
Broadband Data Services
 
Our broadband data service, Iridium OpenPort, which is currently offered to maritime users through our Iridium Pilot terminals, offers maritime and aviation end users speeds of up to 128 kbps and three independent voice lines that can be used simultaneously without interference. We believe Iridium OpenPort offers a competitive alternative to other satellite broadband services that offer fewer features at higher costs. Data rates on this service can be adjusted up or down without making hardware or software changes, giving subscribers options that allow them to balance needs for data transmission speeds against cost considerations on a real-time basis. In conjunction with our distributors, we offer additional services that permit service providers and VARs to offer complete integrated solutions for prepaid calling, e-mail and IP-based data communications. For example, in January 2012, KVH Industries, Inc., one of our distribution partners, began offering a product that integrates Iridium Pilot with its mini-VSATSM broadband service to provide backup connectivity when the mini-VSAT terminal is out of its coverage area or out of service. For our Iridium OpenPort service, we typically charge service providers usage fees for airtime consumed by the respective subscribers for voice and data communications.
 
Machine-to-Machine Services
 
Our M2M services are designed to address the market need for a small and cost-effective solution for sending and receiving data, such as location, from fixed and mobile assets in remote locations to a central monitoring station. This service operates through a two-way short-burst data transmission between our network and a telemetry unit, which may be located, for example, on a container in transit or a buoy monitoring oceanographic conditions. The small size of our units makes them attractive for use in applications such as tracking asset shipments, monitoring unattended remote assets, including oil and gas assets, vehicle tracking and mobile security. We sell our M2M services to our distributors, who in turn offer them to a number of U.S. and international governmental agencies, including NOAA, as well as commercial and other entities such as Schlumberger Limited and ConocoPhillips. Increasingly, our M2M modems are being built into products for consumer markets, such as personal location devices that provide two-way messaging. As with our mobile voice and data offerings, we typically charge service providers and VARs a monthly access fee per subscriber as well as usage fees for data used by their respective subscribers.
 
 
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Other Services
 
In addition to access and usage fees, we generate revenue from several ancillary services related to our core service offerings, such as inbound connections from the public switched telephone network, or PSTN, short message services, or SMS, subscriber identity module, or SIM, activation, customer reactivation and other peripheral services. We also provide research and development services to assist customers in developing new technologies compatible with our system, which we may leverage for use in service and product offerings in the future. We charge our distributors fees for these services.
 
We also offer hosted payload services on our next-generation constellation, Iridium NEXT, which will replace our current satellite constellation. We have entered into agreements with our subsidiary, Aireon, to host its ADS-B payload on our satellites in exchange for hosting cost reimbursement fees plus recurring service revenue to be paid during the life of the hosted application. We have also entered into an agreement with Harris Corporation, the manufacturer of the Aireon hosted payload, to permit Harris to allocate the remaining hosted payload capacity to its customers.
 
In addition, in September 2013, we announced Iridium PRIME, a turnkey hosted payload solution. Iridium PRIME addresses the traditional challenges of hosted payload missions, which include inflexible launch schedules, “one-off” mission control systems and ground connectivity challenges, by providing customers access to the Iridium NEXT satellite constellation with flexibility as to the number of payloads they can deploy, number of planes they occupy, and independent mission control, at substantial cost savings compared to current stand-alone solutions.
 
U.S. Government Services
 
We provide U.S. government customers bulk access to our services, including voice, netted voice, data, messaging and paging services, as well as maintenance services for the DoD’s dedicated gateway. We provide airtime to U.S. government subscribers through DoD’s gateway, under the EMSS contract, which is a fixed-price contract covering voice, low- and high-speed data, paging, and DTCS or netted services. Additional services, such as future broadcast capabilities, would be provided at an additional fee. To comply with U.S. government regulations, we ensure handsets sold for use by the U.S. government are manufactured in the United States. U.S. government customers procure our voice and data products through our network of distributors. Our VARs and VAMs typically integrate our products with other products, which they then offer to U.S. government customers as customized products. Our voice and data solutions include:
 
      personnel tracking devices;
 
      asset tracking devices for equipment, vehicles and aircraft;
 
      beyond-line-of-sight aircraft communications applications;
 
      submarine communications applications;
 
      specialized communications solutions for high-value individuals; and
 
      specialized, secure, mobile communications and data devices for the military and intelligence community, such as secure satellite handsets with U.S. National Security Agency Type I encryption capability.
 
With funding support from the DoD, we continue to invest in research and development to develop new products and applications for use by all branches of the U.S. armed forces. In conjunction with DISA, we and our distribution partners offer Netted Iridium, which uses a line of radio-only devices that permit beyond-line-of-sight push-to-talk group calling services for a user-defined group, or net. We expect Netted Iridium to provide us with the potential for future new commercial applications in public safety, fishing and field worker communications.
 
Our Products
 
We offer a broad array of voice and data products for customers that work worldwide. In most cases, our devices or an antenna must be located outside and within view of a satellite to be able to access our network.
 
Satellite Handsets
 
Our principal handset offerings are the Iridium 9555 and Iridium Extreme satellite handset phones, which are similar in functionality to ordinary cellular phones but with the solid, durable feel that many satellite phone users demand. We believe our reputation for industrial-strength products is critical for customers, many of whom are located in the most inhospitable spots on the planet and require rugged and reliable communications equipment.
 
Iridium 9555. The Iridium 9555 provides voice, SMS and data connectivity. This model introduced several features including a larger, brighter screen, improved SMS and e-mail capabilities, an integrated antenna and speakerphone. The Iridium 9555 weighs 9.4 ounces and offers up to 3.1 hours of talk time. The Iridium 9555 has an industrial feel, with a rugged housing to protect its sophisticated satellite transceiver.
 
 
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Iridium Extreme. The Iridium Extreme adds to the Iridium 9555’s capabilities by providing a rugged exterior that meets DoD Military Standard 810F for durability, a dedicated, two-way emergency SOS button and fully integrated GPS and location-based services. These extra features are provided in a handset that is even smaller than the Iridium 9555, weighing 8.7 ounces and offering up to four hours of talk time. An emergency response service provided by GEOS Travel Safety Group, or GEOS, is included with the purchase of the phone and airtime usage. The two-way emergency SOS button initiates a phone call and an emergency message via SMS to GEOS, which then coordinates with local emergency responders.
 
We expect these devices to maintain our competitive position as premium offerings in the market due to their capabilities, mobility, reliability and global coverage. In addition to these devices, we manufacture the Iridium 9505A handset, which is qualified for sale to U.S. government customers, and in January 2012 we introduced a variant of the Iridium 9555 handset that is qualified for sale to U.S. government customers that purchase through the General Services Administration (GSA) schedule. We also introduced a GSA-qualified version of the Iridium Extreme handset in October 2012 for sale to U.S. government customers.
 
Iridium GO!
 
The Iridium GO! is a small, rugged, personal connectivity device that connects to the Iridium network to create a Wi-Fi hotspot, enabling the use of smartphones and tablets to make voice calls, send text messages and emails, post to social networking sites, and use the mobile web. Iridium GO! also has an emergency SOS button and GPS and location-based services. Smartphone or tablet access is provided through special applications downloaded for free from the Apple iTunes store or through Google Play for Android smartphones or tablets. A software development kit is available to enable the creation of additional applications, targeted to specific customer segments. We expect Iridium GO! to be commercially available in the second quarter of 2014.
 
Wi-Fi Accessories
 
Our suite of Iridium AxcessPoint products and services, including the Iridium AxcessPoint Wi-Fi hotspot accessory, the free Iridium Mail & Web optimization software and the Iridium AxcessPoint Connect downloadable application, complements our handset offerings. AxcessPoint products and services enable the connection of smartphones, tablets and personal computers to the Iridium network via a Wi-Fi hotspot linked to an Iridium Extreme, Iridium 9555 or Iridium 9505A.
 
Voice and Data Modems
 
We also offer a combined voice transceiver and data modem, which our distributors integrate into a variety of communications solutions that are deployed in different applications around the world. Our principal offering in this space is the Iridium 9522B L-Band transceiver, which utilizes the transceiver core of our Iridium 9555 satellite handset. In March 2012, we introduced the Iridium Core 9523 L-Band transceiver, which utilizes the smaller form factor transceiver core of our Iridium Extreme satellite handset. The Iridium Core 9523 complements the Iridium 9522B by providing a small voice and data module that can be integrated with other components to create a modem tailored for typical VAM applications as well as specific applications, such as a dual-mode terrestrial radio and satellite phone or M2M applications that require larger data packets. Our principal customers for our L-Band transceivers are VAMs, who integrate them into specialized devices that access our network.
 
Broadband Data Devices
 
Our Iridium Pilot terminal provides up to three independent voice lines and an internet connection for data speeds from 9.6 to 134 kbps over our Iridium OpenPort service. All voice and data capabilities can be used simultaneously. Our principal customers for Iridium Pilot are service providers who integrate the device with their own hardware and software products to provide a suite of customer-focused voice and IP-based data packages for ship business, crew calling and e-mail. We believe the low cost of our Iridium Pilot terminal, combined with our high bandwidth and flexible service options, will allow us to grow our share of the existing maritime market while opening up new market sectors, such as luxury yachts, tug boats and other fishing and cruising vessels for which traditional marine satellite systems have typically been too costly. We also believe Iridium Pilot will increasingly be adopted as a complement to maritime Very Small Aperture Terminal, or VSAT, systems providing broadband and unlimited data services for ships, where Iridium Pilot can fill in coverage gaps, provide services where the VSAT terminal is not licensed to operate, and provide an alternate channel for VSAT maintenance and configuration. In February 2014, we introduced Iridium Pilot Land Station, which will allow remote individuals and businesses from off-the-grid terrestrial locations to obtain reliable internet connections and voice calling no matter where they are located.
 
 
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Machine-to-Machine Data Devices
 
Our principal M2M devices are the Iridium 9602 and 9603 full-duplex short-burst data transceivers. The Iridium 9602 is a small data device with two-way transmission, capable of sending packet data to and from any point in the world with low latency. The principal customers for our Iridium 9602 data modems are VARs and VAMs, who embed the Iridium 9602 into their tracking, sensor, and data applications and systems, such as asset tracking systems. The Iridium 9602 is often combined with a GPS receiver to provide location information to customer applications. In May 2012, we introduced the Iridium 9603, an even smaller transceiver that is functionally identical to the Iridium 9602. In addition, an increasing number of VARs and VAMs are including a terrestrial global system for mobile communication (GSM) packet radio service modem as part of their Iridium applications to provide low-cost cellular data transmission when available. These types of multiband applications are adopted by end users who require the ability to regularly transfer data but operate in areas with inconsistent cellular coverage. We provide gap-filler coverage for these applications, allowing users to operate anywhere on the globe. We continue to invest in research and development to develop smaller, lighter products in this market. In February 2014, we introduced Iridium Burst?, our one-to-many global data broadcast service, which enables enterprises to send data to an unlimited number of devices anywhere in the world, even inside buildings, vehicles or aircraft.
 
Device Development and Manufacturing
 
We contract with Cambridge Consulting Ltd. and other suppliers to develop all of our devices, and with two contract manufacturers, to manufacture all of our devices in facilities in Thailand, Malaysia, Singapore and the United States. Pursuant to our contracts with these manufacturers, we may be required to purchase excess materials at cost plus a contractual markup if the materials are not used in production within the periods specified in the agreement. The manufacturers generally repurchase the materials from us at the same price we paid, as required for the production of the devices. Our agreements with these manufacturers are automatically renewable for additional one-year terms unless terminated by either party. We generally provide our distributors with a warranty on subscriber equipment for one to five years from the date of activation, depending on the product. We also utilize other suppliers, some of which are the only source, to manufacture some of the component parts of our devices.
 
In addition to our principal products, we also offer a selection of accessories for our devices, including extended-life batteries, holsters, earbud headphones, portable auxiliary antennas, antenna adaptors, USB data cables and charging units, among others. We purchase these products from several third-party suppliers either pursuant to contractual agreements or off the shelf at market prices.
 
Our Spectrum
 
We hold licenses to use 8.725 MHz of continuous spectrum in the L-Band, which operates at 1.6 GHz, and allows for two-way communication between our devices and our satellites. In addition, we are authorized to use 200 MHz of K-Band (23 GHz) spectrum for satellite-to-satellite communications, known as inter-satellite links, and 400 MHz of Ka-Band spectrum (19.4 GHz to 19.6 GHz and 29.1 to 29.3 GHz) for two-way communication between our satellites and our gateways, known as feeder links. In February 2013, we filed an application with the FCC for an additional 1.775 MHz of L-band spectrum to increase our total amount to 10.5 MHz of continuous spectrum. Our products and services are offered in over 100 countries, and we and our distributors continue to seek authorizations in additional countries. Access to this spectrum enables us to design satellites, network and terrestrial infrastructure enhancements cost effectively because each product and service can be deployed and sold worldwide.
 
Our use of spectrum is globally coordinated and recorded by, and subject to the frequency rules and regulations of, the International Telecommunication Union, or ITU. The ITU is the United Nations organization responsible for worldwide co-operation in the telecommunications sector. In order to protect satellite systems from harmful radio frequency interference from other satellite systems, the ITU maintains a Master International Frequency Register of radio frequency assignments. Each ITU administration is required to give notice of, coordinate and record its proposed use of radio frequency assignments with the ITU’s Radiocommunication Bureau. The coordination negotiations are conducted by the national administrations with the assistance of satellite operators. When the coordination process is completed, the ITU formally notifies all proposed users of frequencies and orbital locations in order to protect the recorded assignments from subsequent nonconforming or interfering uses by member states of the ITU. Only member states have full standing within this inter-governmental organization. Filings to the ITU for our current constellation have been made on our behalf by the United States.
 
The ITU also controls the assignment of country codes used for placing telephone calls between different countries. Our network has been assigned the 8816 and 8817 country codes and uses these numbers for calling and communications between terminals.
 
 
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Domestic and Foreign Revenue
 
We supply services and products to customers in a number of foreign countries. We allocate revenue geographically based on where we invoice our distributors, whom we bill for mobile satellite services and related equipment sales, and not according to the location of the end user. These distributors sell services directly or indirectly to end users, who may be located elsewhere. It is not possible for us to determine the geographical distribution of revenue from end users, as we do not contract directly with them. Substantially all of our revenue is invoiced in U.S. dollars. The table below sets forth the percentage of our revenue by country for the last three years.
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
United States
 
46
%
46
%
46
%
Canada
 
13
%
14
%
13
%
United Kingdom
 
10
%
11
%
13
%
Other Countries (1)
 
31
%
29
%
28
%
_____________________
(1)     No other single country represented more than 10% of our revenue for any of the periods indicated.
 
For more information about our revenue from sales to foreign and domestic customers, see Note 11 to our consolidated financial statements.
 
Traffic Originating Outside the United States
 
A significant portion of our voice and data traffic originates outside the United States. The table below sets forth the percentage of our commercial voice and data traffic originating outside the United States, excluding Iridium OpenPort traffic, for the last three years.
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
Commercial voice traffic (minutes)
 
90
%
90
%
90
%
Commercial data traffic (kilobytes)
 
67
%
69
%
70
%
 
Our Network
 
Current Constellation
 
Our satellite network includes 66 in-orbit LEO satellites, in addition to four in-orbit spares. We also maintain a non-service in-orbit spare, which we use for testing purposes. The satellites operate in six orbital planes of eleven vehicles each in nearly circular polar orbits. Our operational satellites orbit at an altitude of approximately 483 miles (778 kilometers) above the earth and travel at approximately 16,689 mph, resulting in a complete orbit of the earth approximately every 100 minutes. The design of our constellation ensures that generally at least one satellite is visible to subscribers from any point on the earth’s surface, covering all of the world’s population. While our constellation offers true global coverage, most of our satellite services are not available in locations where a satellite signal cannot be transmitted or received or when the device or antenna does not have a direct line of sight to a satellite, such as inside a building.
 
Our constellation is unique among commercial constellations in its usage of radio frequency crosslinks between our satellites. These crosslinks enable each satellite to communicate with up to four other satellites in space, two in the same orbital plane and two in adjacent planes. Our traffic is generally routed automatically between satellites, which minimizes the ground infrastructure necessary to support the constellation by allowing the satellite that is then passing over the ground station to transmit all traffic to and from the rest of the satellite constellation to terrestrial-based networks such as the PSTN. This interlinked architecture enables our primary ground station gateway to support most commercial traffic globally. We have also deployed a teleport network, or TPN, to allow grounding traffic at multiple locations within our ground network infrastructure. This added flexibility allows for rapid reconfiguration of grounding traffic from the satellites in the event of a space, antenna or ground routing anomaly and results in greater reliability of our network.
 
We believe our interlinked satellite infrastructure provides several advantages over networks that rely on multiple terrestrial gateways like Globalstar’s and ORBCOMM’s networks. We have the only satellite network with true global coverage, and our constellation is less vulnerable to single points of failure, since traffic can be routed around any one satellite problem to complete the communications path. In addition, the small number of ground stations increases the security of our constellation, a factor that makes our network particularly attractive to government institutions and large enterprises. The low orbit of our constellation also allows our network to operate with low latency and with smaller antennas due to the proximity of our satellites to the earth.
 
Our constellation provides significant coverage overlap for mitigation of service gaps from individual satellite outages, particularly at higher northern and southern latitudes. Each satellite was designed with a high degree of on-board subsystem robustness, an on-board fault detection system, and isolation and recovery capabilities for safe and quick risk mitigation. Our ability to reconfigure the orbital location of each satellite provides us with operating flexibility and enhances our ability to maintain a commercially acceptable level of service. If a satellite should fail or become unusable, in most cases, we can reposition one of our in-orbit spare satellites to take over its functions. If there is an in-orbit spare located in the orbital plane of the failed satellite, such repositioning can often be accomplished within days, with minimal impact on our services. If there is no in-orbit spare located in the relevant orbital plane, redeploying an in-orbit spare into the affected plane will take at least one year. The design of our space and ground control system facilitates the real-time intervention and management of the satellite constellation and service upgrades via software enhancements.
 
 
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Our commercial gateway is located in Tempe, Arizona. Our network has multiple antennas, located at the gateway and TPN facilities, that communicate with our satellites and pass calls between the gateway and the satellites as the satellites traverse our antennas, thereby connecting signals from the terminals of end users to our gateway. This system, together with our satellite crosslinks, enables dedicated communications links between the terminals of end users that are not dependent on satellite antennas for grounding traffic in the region where subscribers are using our services. A gateway can also generate and control all user information pertaining to our registered users, such as user identity, geo-location and call detail records. The DoD owns and operates a dedicated gateway for U.S. government users to take advantage of this capability. This gateway provides an interface between voice and data devices and the Defense Information Systems Network and other terrestrial infrastructure, providing DoD users with secure communications capabilities.
 
In 2013, we commenced the provision of Iridium voice and data satellite communications services in Russia to commercial and government subscribers through a local subsidiary and its authorized Russian service providers. In addition to procuring and implementing local billing and operation support services infrastructure, we also secured a site and commenced construction on dedicated earth station facilities in Russia. We have also had discussions to build or reactivate additional gateways in other countries, such as China and India, that require gateways in their jurisdictions. These gateways would connect the commercial traffic to the constellation coming to and from their territory.
 
We operate our satellite constellation from our satellite network operations center in Leesburg, Virginia. This facility manages the performance and status of each of our satellites, developing and distributing routing tables for use by the satellites, TPN facilities and gateways, directing traffic routing through the network and controlling the formation of coverage areas by the satellites’ main mission antennas. We also operate TPN facilities in Fairbanks, Alaska and Chandler, Arizona in the United States, and in northern Canada and Norway that perform telemetry, tracking and control functions. Three of our northern ground stations also provide supplemental earth terminal capability for the Tempe gateway.
 
From time to time, individual satellites in our constellation experience operating problems that may result in a satellite outage, but due to overlapping coverage within our constellation, the individual satellite outages typically do not negatively affect our customers’ use of our system for a prolonged period. In addition, most system processing related to our service is performed using software onboard each satellite instead of on the ground. We believe this provides us with significant flexibility and has contributed to the longevity of the system by enabling engineers to develop additional functionality and software-based solutions to occasional faults and anomalies in the system.
 
We have experienced ten satellite losses since we reintroduced commercial satellite services in 2001 that have resulted in the complete loss of the affected satellites or the loss of the ability of the satellite to carry traffic on the network, most recently in January 2014. Nine of these losses were from satellites that failed in orbit, and one satellite was lost as a result of a 2009 collision with a non-operational Russian satellite. To date, each time we have lost a satellite we have had an in-orbit spare available to replace it.
 
Based on the failures and anomalies we have experienced to date, and considering the potential for future anomalies, we believe our current constellation will provide a commercially acceptable level of service through the transition to Iridium NEXT. We expect to be able to mitigate most satellite failures through the use of the remaining in-orbit spares, the implementation of software solutions, and by landing communications traffic using the sites within the TPN infrastructure and backhauling traffic to the Tempe gateway for processing and termination. Accordingly, we believe our constellation can provide a commercially acceptable level of service with fewer than 66 satellites.
 
In addition to our in-orbit spare satellites, we own spare parts for some of the equipment in our gateway and TPN facilities. We selectively replace parts for our gateway and TPN facilities as necessary and maintain an inventory of spare parts which we continuously monitor. When we do not have necessary spares in inventory or our spares become obsolete, we rely on third parties to develop necessary parts.
 
In 2010, we entered into an amended and restated long-term operations and maintenance agreement with Boeing, which we refer to as the O&M Agreement. Under the O&M Agreement, Boeing operates and maintains our satellite constellation. The term of the O&M Agreement runs concurrently with the operational life of the current constellation. The O&M Agreement provides for annual price reductions and other cost-saving opportunities and converts the fee for Boeing’s operations and maintenance services from a fixed-price fee to a time-and-materials fee with an annual limit on amounts paid.
 
We have also entered into an agreement with Boeing pursuant to which Boeing provides services in support of the development of Iridium NEXT and will operate and maintain Iridium NEXT. Boeing provides these services on a time-and-materials fee basis. The term of the agreement runs concurrently with the operational life of the Iridium NEXT constellation. We are entitled to terminate the agreement for convenience and without cause commencing in 2019.
 
 
15

 
Pursuant to an amended and restated transition services, products and asset agreement, or the TSA, with Motorola, and a separate agreement with Boeing, Motorola, and the U.S. government, we are required to maintain an in-orbit liability insurance policy with a de-orbiting endorsement to cover the de-orbiting of our satellite constellation in the amount of $500.0 million per occurrence, and $1.0 billion in the aggregate. The current policy together with the de-orbiting endorsement covers amounts that we and other specified parties may become liable to pay for bodily injury or property damage to third parties related to processing, maintaining and operating our satellite constellation and, in the case of the de-orbiting endorsement, de-orbiting the satellite constellation, although it contains exceptions for third-party damages which may result from the 2009 in-orbit satellite collision. The policy covers us, the U.S. government, Boeing, as operator of our system, Motorola Solutions, Inc., or Motorola Solutions, as successor to Motorola, and other named beneficiaries. The policy has been renewed annually since the expiration of the original policy’s three-year term in 2003 and currently expires on December 8, 2014. In addition, we maintain a separate $1.0 billion product liability policy to cover Motorola Solutions’ potential liability as manufacturer of the satellites. Given the flexibility of our satellite constellation and in-orbit spares, we do not maintain in-orbit insurance covering losses from satellite failures or other operational problems affecting our constellation.
 
Our current satellite constellation license from the FCC was valid until November 2013, and we have applied for a license renewal. Under the FCC’s rules, we may continue to operate our satellite constellation beyond November 2013 pending FCC action on our renewal application. Our U.S. gateway earth station licenses expire between 2018 and 2026, and our U.S. government customer’s and commercial subscribers’ earth station licenses for end user devices will expire in 2021. We must file renewal applications for earth station licenses between 30 and 90 days prior to expiration.
 
Constellation De-Orbiting Obligations
 
When Iridium Satellite purchased the assets of Iridium LLC out of bankruptcy, Boeing, Motorola and the U.S. government required specified de-orbit rights as a way to control potential liability risk arising from future operation of our current constellation, and to provide for the U.S. government’s obligation to indemnify Motorola pursuant to the Indemnification Agreement described below. As a result, the Indemnification Agreement was entered into among Iridium Satellite, Boeing, Motorola and the U.S. government, as subsequently amended in September 2010, giving the U.S. government the right, in its sole discretion, to require us to de-orbit our constellation in the event of: (a) Iridium Satellite’s failure to maintain certain insurance and pay certain insurance premiums; (b) Iridium Satellite’s bankruptcy; (c) Iridium Satellite’s sale or the sale of any major asset in our satellite system; (d) Boeing’s replacement as the operator of our satellite system; (e) Iridium Satellite’s failure to provide certain notices as contemplated by the Indemnification Agreement; or (f) at any time after January 1, 2015. Prior to the September 2010 amendment of the Indemnification Agreement, the U.S. government had the right to require us to de-orbit our constellation at any time after June 5, 2009. Pursuant to the September 2010 amendment, the U.S. government may withdraw its agreement to postpone the exercise of its de-orbit right: (i) on or after January 1, 2015; (ii) if Iridium Satellite violates any terms of the Indemnification Agreement or fails to comply with any terms of the September 2010 amendment; (iii) if more than four satellites have insufficient fuel to execute a 12-month de-orbit; (iv) if Iridium Satellite fails to comply with the de-boost plans; (v) upon a finding by the FCC, not remedied by Iridium Satellite in the time set forth by the FCC, that Iridium Satellite has failed to comply with the terms of the Iridium Orbital Debris Mitigation Plan filed with the FCC and then in effect; (vi) upon the cancellation, non-renewal or refusal to provide any insurance required by the Indemnification Agreement; or (vii) upon the termination or completion of the current or any successor agreement between Iridium Satellite and the DoD pursuant to which Iridium Satellite provides mobile satellite services to the DoD. Because more than four of our satellites currently have insufficient fuel to execute a 12-month de-orbit, the U.S. government currently has the right to require us to de-orbit our constellation.  In addition, the U.S. government also has the right to require us to de-orbit any of our individual functioning satellites, including in-orbit spares that have been in orbit for more than seven years, unless the U.S. government grants a postponement. All of our functioning satellites have been in orbit for more than seven years.  We believe the probability that the U.S. government will exercise these rights is remote.
 
Motorola Solutions, as successor to Motorola, also has the right to require us to de-orbit our constellation pursuant to the TSA and pursuant to the O&M Agreement. Under these agreements, Motorola Solutions may require the de-orbit of our constellation upon the occurrence of any of the following: (a) the bankruptcy of our company, Iridium Holdings, Iridium Constellation LLC or Iridium Satellite; (b) Iridium Satellite’s breach of the TSA; (c) Boeing’s breach of the O&M Agreement or a related agreement between Boeing and Motorola Solutions; (d) an order from the U.S. government requiring the de-orbiting of our satellites; (e) Motorola Solutions’ determination that changes in law or regulation may require it to incur specified costs relating to the operation, maintenance, re-orbiting or de-orbiting of our constellation; or (f) our failure to obtain, on commercially reasonable terms, product liability insurance to cover Motorola Solutions’ position as manufacturer of the satellites, provided the U.S. government has not agreed to cover what would have otherwise been paid by such policy.
 
 
16

 
Pursuant to the O&M Agreement, Boeing similarly has the unilateral right to de-orbit our constellation upon the occurrence of any of the following events: (a) Iridium Constellation’s failure to pay Boeing in accordance with the terms of the O&M Agreement; (b) Iridium Constellation’s or Iridium Satellite’s bankruptcy; (c) Iridium Constellation’s failure to maintain certain insurance policies; (d) a default by Iridium Constellation under the O&M Agreement; or (e) changes in law or regulation that may increase the risks or costs associated with the operation or de-orbit process or the cost of operation or de-orbit of the constellation.
 
We have certain de-orbit obligations under our FCC licenses. Specifically, pursuant to an orbital debris mitigation plan incorporated into our FCC satellite constellation license in 2002, we are required to lower each satellite to an orbit with a perigee of approximately 250 kilometers as it reaches the end of its useful life and to coordinate these orbit-lowering maneuvers with the United States Space Command. We have filed a modification application with the FCC to conform our satellite end of life procedures to the less stringent 600 kilometer de-orbit standards for non-geostationary satellites that the FCC acknowledged in 2004 would serve the public interest. Our modification application remains pending. We also hold special temporary authority to operate six of our satellites according to the orbital debris mitigation plan specified in our pending modification application.
 
Iridium NEXT
 
Our satellites continue to perform well, but they have exceeded their original design lives, and we are currently developing our next-generation satellite constellation, Iridium NEXT, which we expect to commence launching in 2015. The current constellation is expected to provide a commercially acceptable level of service through the transition to Iridium NEXT. 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. We believe our Credit Facility, as described in “Management’s Discussion and Analysis of  Financial Condition and Results of Operations—Credit Facility,” together with cash on hand, internally generated cash flows, including potential revenue from hosted payloads and Iridium PRIME, and the proceeds from capital raises that we expect to be required in connection with the planned amendment of our Credit Facility, will be sufficient to fully fund the aggregate costs associated with the design, build and launch of Iridium NEXT and related ground infrastructure upgrades through 2017.
 
Full Scale Development and Launch Services Agreements
 
In June 2010, we executed a primarily fixed price full scale development contract, or FSD, with Thales Alenia Space France, or Thales, for the design and manufacture of satellites for Iridium NEXT. The total price under the FSD will be approximately $2.3 billion, and we expect our payment obligations under the FSD to extend into the fourth quarter of 2017. As of December 31, 2013, we had made total payments of $1,091.6 million to Thales, including $927.1 million paid through borrowings under our Credit Facility.
 
In March 2010, we entered into an agreement with Space Exploration Technologies Corp., or SpaceX, to secure SpaceX as the primary launch services provider for Iridium NEXT. In August 2012, we entered into an amendment to our launch services agreement with SpaceX. The amendment reduced the number of contracted launches and increased the number of satellites to be carried on each launch vehicle. The amendment also reduced the maximum price under the original SpaceX agreement from $492.0 million to $453.1 million. As of December 31, 2013, we had made total payments of $69.7 million to SpaceX. The SpaceX Falcon 9 launch vehicle is configured to carry ten Iridium NEXT satellites to orbit with each launch.
 
In June 2011, we entered into an agreement with International Space Company Kosmotras, or Kosmotras, as a supplemental launch service provider for Iridium NEXT. The Kosmotras agreement provides for the purchase of up to six dedicated launches and six additional optional launches. Each launch can carry two satellites. We exercised an option for one dedicated launch for the first two Iridium NEXT satellites and allowed three dedicated options to expire unexercised following the qualification of the SpaceX Falcon 9 launch vehicle under the terms of our Credit Facility; the two remaining dedicated launches expire March 31, 2014. Our payments to Kosmotras for the single launch will be approximately $51.8 million. As of December 31, 2013, we had made aggregate payments of $18.3 million to Kosmotras.
 
Harris Agreement
 
In June 2012, Aireon entered into an agreement with Harris Corporation for the design, development and production of the payload for each of the planned Iridium NEXT satellites. The Harris agreement does not provide for any guarantee of payment by us or Iridium Satellite LLC, but we may make available up to $10 million worth of airtime credits for Aireon to satisfy a portion of its payments under the Harris agreement in the event that Aireon cannot make such payments. We do not currently expect Aireon to require these airtime credits.
 
Aireon LLC Agreement
 
On November 19, 2012, Iridium Satellite and Aireon entered into an Amended and Restated Limited Liability Company Agreement with NAV CANADA, the air navigation service provider, or ANSP, of Canada, and a wholly owned subsidiary of NAV CANADA. On February 14, 2014, we entered into a Second Amended and Restated Limited Liability Company Agreement, or the Aireon LLC Agreement, with NAV CANADA; Enav S.p.A., the ANSP of Italy; Naviair, the ANSP of Denmark; Irish Aviation Authority Limited, the ANSP of Ireland; and wholly owned subsidiaries of NAV CANADA, Enav and Naviair.
 
 
17

 
Under the Aireon LLC Agreement, NAV CANADA’s subsidiary may acquire up to a 51% interest in Aireon and the other ANSP investors or their subsidiaries may acquire up to a 24.5% interest, collectively, with Iridium retaining a 24.5% interest. The Aireon LLC Agreement provides for the purchase by these investors of preferred membership interests in multiple tranches for an aggregate purchase price of $270 million. Each tranche is subject to the satisfaction of various operational, commercial, regulatory and financial conditions. NAV CANADA’s subsidiary made its first tranche investment of $15 million in November 2012, and its second tranche investment of $40 million in July 2013, and has scheduled tranches of $65 million in 2014, $15 million in 2015 and $15 million in 2017. The other ANSP investors made their first tranche investment of an aggregate of $50 million in February 2014, with scheduled tranches of an additional $25 million in 2014, $33 million in 2015 and $12 million in 2017.
 
The Aireon LLC Agreement provides for Aireon to be managed by an eleven-member board of directors. Currently, Iridium Satellite may nominate six directors, NAV CANADA may nominate three directors, Enav may nominate one director and the other two investors may nominate one director together. These nomination rights will change as the membership interests of the ANSP investors increase following their scheduled additional investments. The Aireon LLC Agreement also provides the minority-interest holders with several protective provisions.
 
Competition
 
The mobile satellite services industry is highly competitive but has significant barriers to entry, including the cost and difficulty associated with obtaining spectrum licenses and successfully building and launching a satellite network. In addition to cost, there is a significant amount of lead-time associated with obtaining the required licenses, building and launching the satellite constellation and deploying the ground network technology. We are not aware of any other companies currently planning to enter the mobile satellite services industry. We currently face substantial competition from other service providers that offer a range of mobile and fixed communications options. Currently, our principal mobile satellite services competitors are Inmarsat, Globalstar, Thuraya Telecommunications Co., or Thuraya, and ORBCOMM. We compete primarily on the basis of coverage, quality, mobility and pricing of services and products.
 
Inmarsat owns and operates a fleet of GEO satellites. Unlike LEO satellites, GEO satellites orbit the earth at approximately 22,300 miles above the equator. GEO operators require substantially larger and more expensive antennas, and typically have higher transmission delays than LEO operators. Due to its GEO system, Inmarsat’s coverage area extends and covers most bodies of water except for a majority of the polar regions. Inmarsat is the leading provider of satellite communications services to the maritime sector. Inmarsat also offers land-based and aviation communications services.
 
Globalstar owns and operates a fleet of LEO satellites. Globalstar’s service is available only on a multi-regional basis as a result of its “bent pipe” architecture, which requires that voice and data transmissions be routed from satellites immediately to nearby ground stations. This design requires the use of multiple ground stations, which are impractical in extreme latitudes or over oceans. Unlike Inmarsat and us, Globalstar sells a higher percentage of its products and services directly to end users. Globalstar has indicated that satellite failures and other problems affecting its constellation are currently limiting its ability to provide two-way services. Globalstar completed its most recent launch campaign in February 2013. It has currently arranged to replace only 24 of its original 48 satellites.
 
ORBCOMM also provides commercial services using a fleet of LEO satellites. Like Globalstar, ORBCOMM’s network also has a “bent pipe” architecture, which limits its real-time coverage area. ORBCOMM’s principal focus is low-cost data and M2M services, where it directly competes with our M2M offerings. Because a ground station may not be within view of a satellite, ORBCOMM’s services may have a significant amount of latency, which may limit their use in some mission-critical applications. It does not offer voice service or high-speed data services. Like us, ORBCOMM is developing its second-generation satellite constellation. ORBCOMM suffered the loss of its most recently launched satellite in 2012 and has scheduled a new launch campaign to begin in early 2014. The launch campaign will consist of two launches of a total of 17 satellites in 2014.
 
We also compete with regional mobile satellite communications services in several geographic markets. In these cases, the majority of our competitors’ customers require regional, not global, mobile voice and data services, so our competitors may present a viable alternative to our services. All of these competitors operate or plan to operate GEO satellites. Our regional mobile satellite services competitors currently include Thuraya, principally in Europe, the Middle East, Africa, Australia and several countries in Asia.
 
While we view our services as largely complementary to terrestrial wireline and wireless communications networks, we also compete with them indirectly. We provide service in areas that are inadequately covered by these ground systems. To the extent that terrestrial communications companies invest in underdeveloped areas, we will face increased competition in those areas. We believe that local telephone companies currently are reluctant to invest in new switches, landlines and cellular towers to expand their networks in rural and remote areas due to high costs and limited usage. Many of the underdeveloped areas are sparsely populated, making it difficult to generate the necessary returns on the capital expenditures required to build terrestrial wireless networks in those areas. We believe that our solutions offer a cost-effective and reliable alternative to terrestrial-based wireline and wireless systems in these remote regions.
 
 
18

 
Research and Development
 
Our research and development efforts have focused on the development, design and testing of new products and services, such as  Iridium Burst and Iridium Pilot Land Station, each introduced in February 2014, and the planning and development of the Iridium NEXT constellation, ground infrastructure and chipsets. We also develop product and service enhancements and new applications for our existing products and services. Our research and development expenses were $11.1 million, $15.5 million and $18.7 million for the years ended December 31, 2013, 2012 and 2011, respectively.
 
Employees
 
As of December 31, 2013, we had 224 full-time employees, none of whom is subject to any collective bargaining agreement. We consider our employee relations to be good.
 
Intellectual Property
 
At December 31, 2013, we held eight U.S. patents and one foreign patent. These patents cover several aspects of our satellite system, our global network and our devices.
 
In addition to our owned intellectual property, we also license critical system technology from Motorola Solutions, including software and systems to operate and maintain our network as well as technical information for the design and manufacture of our devices. This intellectual property is essential to our ability to continue to operate our constellation and sell our handsets. We also have licensed technology from Motorola Solutions relating to the development of Iridium NEXT and related ground infrastructure, products and services. We maintain our licenses with Motorola Solutions pursuant to several agreements, which can be terminated by Motorola Solutions upon the commencement by or against us of any bankruptcy proceeding or other specified liquidation proceedings or upon our material failure to perform or comply with any provision of the agreements. If Motorola Solutions were to terminate any such agreement, it may be difficult or, under certain circumstances, impossible to obtain the technology from alternative vendors. Motorola Solutions has assigned to a third party a portion of the patents that are covered by some of these licenses.
 
We license additional system technology from other third parties and expect to do so in the future both in connection with our current network, products and services and with the development of Iridium NEXT and related ground infrastructure, products and services. If any such third party were to terminate its agreement with us or cease to support and service this technology, or if we are unable to renew such licenses on commercially reasonable terms or at all, it may be difficult, more expensive or impossible to obtain those services from alternative vendors. Any substitute technology may also have lower quality or performance standards, which would adversely affect the quality of our products and services. For more information, see “Risk Factors—We are dependent on intellectual property licensed from third parties to operate our constellation and sell our devices and for the enhancement of our existing products and services.”
 
Available Information
 
Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments, if any, to those reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge through our website at www.iridium.com and on the website of the Securities and Exchange Commission, or SEC, at www.sec.gov. A request for any of these reports may also be submitted to us by writing: Investor Relations, Iridium Communications Inc., 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102, or by calling our Investor Relations line at 703-287-7570.
 
ITEM 1A.     Risk Factors
 
Our business plan depends on increased demand for mobile satellite services, among other factors.
 
Our business plan is predicated on growth in demand for mobile satellite services. Demand for mobile satellite services may not grow, or may even contract, either generally or in particular geographic markets, for particular types of services or during particular time periods. A lack of demand could impair our ability to sell products and services, develop and successfully market new products and services and could exert downward pressure on prices. Any decline in prices would decrease our revenue and profitability and negatively affect our ability to generate cash for investments and other working capital needs.
 
Our ability to successfully implement our business plan will also depend on a number of other factors, including:
 
· our ability to maintain the health, capacity and control of our existing satellite constellation;
 
· our ability to complete the design, build and launch of Iridium NEXT and related ground infrastructure, products and services, and, once launched, our ability to maintain the health, capacity and control of the new satellite constellation;
 
 
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·
the level of market acceptance and demand for our products and services;
 
 
 
 
·
our ability to introduce innovative new products and services that satisfy market demand, including new service offerings on Iridium NEXT;
 
 
 
 
·
our ability to obtain additional business using our existing spectrum resources both in the United States and internationally;
  
  
  
 
·
our ability to sell our products and services in additional countries;
 
 
 
 
·
our ability to maintain our relationship with U.S. government customers, particularly the DoD;
 
 
 
 
·
the ability of our distributors to market and distribute our products, services and applications effectively and their continued development of innovative and improved solutions and applications for our products and services;
 
 
 
 
·
the effectiveness of our competitors in developing and offering similar services and products; and
 
 
 
 
·
our ability to maintain competitive prices for our products and services and to control our costs.
 
Our business plan depends in large part on the success of our subsidiary, Aireon LLC, which is our primary hosted payload customer.
 
In June 2012, we announced our plans to host a payload being developed by our subsidiary, Aireon LLC, as our primary hosted payload. We currently expect to rely on the cash flows generated from this hosted-payload arrangement with Aireon to satisfy a portion of our capital requirements through the development and deployment of Iridium NEXT. Aireon’s payload will be a satellite-based ADS-B system for global air traffic monitoring, and Aireon’s success will depend on its ability to successfully develop and manufacture this system. Deploying an ADS-B system on satellites is a new and unproven method for providing this service and will require significant technological development. Aireon will need to complete the development and manufacture of its ADS-B payloads in time to include them on our Iridium NEXT satellites, which we expect to begin launching in 2015. In addition, Aireon’s success will depend on the development of the market for a space-based ADS-B service among ANSPs, such as the U.S. Federal Aviation Administration.
 
Aireon will itself require significant additional capital to complete the successful development, deployment and operation of its system. The Aireon LLC Agreement provides for the purchase by NAV CANADA Satellite and three other ANSP investors of additional membership interests in multiple tranches through late 2017 for an aggregate investment of up to $270 million. Each tranche, however, is subject to the satisfaction of various operational, commercial, regulatory and financial conditions, some of which will be out of our control, and the investors have significant discretion in the determination of whether those conditions have been met.
 
The management of Aireon is not entirely within our control given the significant veto rights and other protective provisions provided to NAV CANADA and the other investors, and for accounting purposes we treat Aireon as a subsidiary that we do not control. As a result, we may not be able to cause Aireon to take actions that we believe are necessary for its ultimate success.
 
If Aireon is not successful and fails to pay its hosting costs, our ability to pursue our business plan would be compromised unless we were able to replace those amounts with capital from other sources.
 
We expect to need additional capital to design, build and launch Iridium NEXT and related ground infrastructure, products and services, and to pursue additional growth opportunities. If we fail to maintain access to sufficient capital, we will not be able to successfully implement our business plan.
 
Our business plan calls for the development of Iridium NEXT, the development of new product and service offerings, upgrades to our current services, hardware and software upgrades to maintain our ground infrastructure and upgrades to our business systems. We estimate the costs associated with the design, build and launch of Iridium NEXT and related ground infrastructure upgrades through 2017 to be approximately $3 billion. Our funding plan for these costs includes the funds available under our $1.8 billion loan facility, which were refer to in this report as the Credit Facility, together with cash on hand, internally generated cash flows, including potential cash flows from hosted payloads and Iridium PRIME, and the proceeds from capital raises that we expect to be required in connection with our planned amendment of the Credit Facility.
 
 
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We expect to need modifications to the Credit Facility for some financial covenants with measurement dates beyond the next twelve months, and there can be no assurance that the lenders will agree to such modifications. We also expect that we will be required to raise additional capital as a condition to such modifications, which may not be available on favorable terms, or at all. In addition, our ongoing ability to make draws under the Credit Facility will depend upon our satisfaction of those and other borrowing conditions from time to time, some of which will be outside of our control. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Credit Facility.”
 
There can also be no assurance that our internally generated cash flows will meet our current expectations, or that we will not encounter increased costs. For example, Aireon may be unable to pay its hosting costs, and the market for Iridium PRIME may not develop as we expect. If internally generated cash flows, including potential cash from hosted payload arrangements or Iridium PRIME, are less than we expect, we might need to finance the remaining cost of Iridium NEXT by raising additional debt or equity financing. In addition, we may need additional capital to design and launch new products and services on Iridium NEXT. Such additional financing may not be available on favorable terms, or at all.
 
If we are unable to raise additional capital for one or more of these needs, our ability to maintain our network, design, build and launch Iridium NEXT and related ground infrastructure, develop new products and services and pursue additional growth opportunities will be impaired, which would significantly limit the development of our business and impair our ability to provide a commercially acceptable level of service. We may experience overall liquidity levels lower than our recent liquidity levels. Inadequate liquidity could compromise our ability to pursue our business plans and growth opportunities and make borrowings under the Credit Facility, delay the ultimate deployment of Iridium NEXT or otherwise impair our business and financial position.
 
If we fail to satisfy the ongoing borrowing conditions of the Credit Facility, or are unsuccessful in obtaining modifications to such conditions, we may be unable to fund Iridium NEXT.
 
We plan to use borrowings under the Credit Facility to partially fund the construction of our Iridium NEXT satellites, including borrowing to capitalize interest otherwise due under the Credit Facility. Our ability to continue to draw funds under the Credit Facility over time will depend on the satisfaction of borrowing conditions, including:
 
 
·
compliance with the covenants under the Credit Facility, including financial covenants and covenants relating to hosted payloads;
 
 
 
 
·
accuracy of the representations we make under the Credit Facility;
 
 
 
 
·
compliance with the other terms of the Credit Facility, including the absence of events of default; and
 
 
 
 
·
maintenance of the insurance policy with COFACE.
 
Some of these borrowing conditions may be outside of our control or otherwise difficult to satisfy, and we expect to need modifications to the Credit Facility for some financial covenants with measurement dates beyond the next twelve months. If we are unable to obtain such modifications, or if we do not continue to satisfy those and other borrowing conditions under the Credit Facility and cannot obtain a waiver from the lenders, we would need to find other sources of financing. We would have to seek the permission of the lenders under the Credit Facility in order to obtain many alternative sources of financing, and there can be no assurance that we would have access to other sources of financing on acceptable terms, or at all.
 
If we default under the Credit Facility, the lenders may require immediate repayment in full of amounts borrowed or foreclose on our assets.
 
The Credit Facility contains events of default, including:
 
 
 
non-compliance with the covenants under the Credit Facility, including financial covenants and covenants relating to hosted payloads;
 
 
 
cross-default with other indebtedness;
 
 
 
insolvency of any obligor under the Credit Facility;
 
 
 
revocation of the COFACE policy;
 
 
 
failure to maintain our current satellite constellation or complete Iridium NEXT by a specified time; and
 
 
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a determination by the lenders that we have experienced a material adverse change in our business.
 
Some of these events of default are outside of our control or otherwise difficult to satisfy. If we experience an event of default, 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 includes substantially all of our assets and those of our domestic subsidiaries.
 
The Credit Facility restricts the manner in which we may operate our business, which may prevent us from successfully implementing our business plan.
 
The Credit Facility contains restrictions on the operation of our business, including limits on our ability to:
 
 
 
make capital expenditures;
 
 
 
carry out mergers and acquisitions;
 
 
 
dispose of, or grant liens on, our assets;
 
 
 
enter into transactions with our affiliates;
 
 
 
pay dividends or make distributions to our stockholders;
 
 
 
incur indebtedness;
 
 
 
prepay indebtedness; and
 
 
 
make loans, guarantees or indemnities.
 
The Credit Facility also prohibits us from paying dividends to holders of our Series A Preferred Stock if we are unable to certify that we anticipate being able to comply with the financial covenants of the Credit Facility for the next twelve months each time we declare a dividend. If we are unable to make that certification, we will not be able to pay the dividends on the Series A Preferred Stock. If we do not pay dividends on the Series A Preferred Stock for six quarterly periods (whether or not consecutive), the holders of the Series A Preferred Stock will have the power to elect two members of our board of directors. The interests of the holders of our Series A Preferred Stock may differ from those of our other stockholders. In addition, any dividend we fail to pay will accrue, and the holders of our Series A Preferred Stock will be entitled to a preferential distribution of $100 per share plus all accrued and unpaid dividends before any distribution may be made to our common stockholders in connection with any liquidation event.      
 
Complying with these restrictions may cause us to take actions that are not favorable to holders of our securities and may make it more difficult for us to successfully execute our business plan and compete against companies who are not subject to such restrictions.
 
If we are unable to effectively develop and deploy Iridium NEXT before our current satellite constellation ceases to provide a commercially acceptable level of service, our business will suffer.
 
We are currently developing Iridium NEXT, which we expect to commence launching in 2015. While we expect our current satellite constellation to provide a commercially acceptable level of service through the transition to Iridium NEXT, we cannot guarantee it will do so. If we are unable to effectively deploy Iridium NEXT for any reason, whether as a result of insufficient funds, manufacturing or launch delays, launch failures, in-orbit satellite failures, inability to achieve or maintain orbital placement, failure of the satellites to perform as expected, interference between any hosted payload and our network, or delays in receiving regulatory approvals or otherwise, before our current constellation ceases to provide a commercially acceptable level of service, or if we experience backward compatibility problems with our new constellation once deployed, we would likely lose customers and business opportunities to our competitors, resulting in a potentially material decline in revenue and profitability and the inability to service our debt.
 
Iridium NEXT may not be completed on time, and the costs associated with it may be greater than expected.
 
We estimate that the costs associated with the design, build and launch of Iridium NEXT and related ground infrastructure upgrades through 2017 will be approximately $3 billion, although our actual costs could substantially exceed this estimate. We may not complete Iridium NEXT and related ground infrastructure on time, on budget or at all. We expect to delay our first launch, previously scheduled for the first quarter of 2015, to the second quarter of 2015 because of delays in software development by our satellite manufacturer. The design, manufacture and launch of satellite systems are highly complex and historically have been subject to delays and cost overruns. Development of Iridium NEXT may suffer from additional delays, interruptions or increased costs due to many factors, some of which may be beyond our control, including:
 
 
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lower than anticipated internally generated cash flows, including from Aireon and other hosted payloads;
 
 
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the failure to maintain our ability to make draws under the Credit Facility, including by reason of our failure to satisfy any ongoing financial or other condition to making draws;
  
 
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operating and other requirements imposed by the lenders under the Credit Facility;
 
 
·
engineering or manufacturing performance falling below expected levels of output or efficiency;
 
 
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interference between any hosted payload and our network;
 
 
·
complex integration of our ground segment with the Iridium NEXT satellites and the transition from our current constellation;
 
 
·
denial or delays in receipt of regulatory approvals or non-compliance with conditions imposed by regulatory authorities;
 
 
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the breakdown or failure of equipment or systems;
 
 
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non-performance by third-party contractors, including the prime system contractor;
 
 
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the inability to license necessary technology on commercially reasonable terms or at all;
 
 
·
use of a new or unproven launch vehicle or the failure of the launch services provider to sustain its business;
 
 
·
launch delays or failures or in-orbit satellite failures once launched or the decision to manufacture additional replacement satellites for future launches;
 
 
·
labor disputes or disruptions in labor productivity or the unavailability of skilled labor;
 
 
·
increases in the costs of materials;
 
 
·
changes in project scope;
 
 
·
additional requirements imposed by changes in laws; or
 
 
·
severe weather or catastrophic events, such as fires, earthquakes or storms.
 
In addition, there can be no assurance the ground infrastructure needed to complete Iridium NEXT will be completed on time, on budget or at all. If the design, manufacture and deployment of Iridium NEXT costs more or takes longer than we anticipate, our ability to continue to develop Iridium NEXT and related ground infrastructure could be compromised.
 
Loss of any Iridium NEXT satellite during launch could delay or impair our ability to offer our services, and launch insurance, to the extent available, will not fully cover this risk.
 
The launch of our Iridium NEXT satellites will be subject to the inherent risk of launch failures, which could result in the loss or destruction of one or more satellites. We have entered into our launch services agreement with SpaceX, pursuant to which SpaceX will provide launch services to us in connection with our deployment of Iridium NEXT. The SpaceX agreement contemplates seven launches of ten satellites each on SpaceX’s Falcon 9 launch vehicle over a two-year period. SpaceX has a limited operating history and limited financial resources, and the Falcon 9 has a limited launch history, which could expose us to delay, greater risk of launch failure or the need to utilize an alternate launch services provider, which could substantially increase our launch costs. We have also entered into a launch services agreement with Kosmotras pursuant to which Kosmotras will provide supplemental or alternative launch services for Iridium NEXT, pursuant to which we have exercised an option to have Kosmotras launch the first two Iridium NEXT satellites. The use of Kosmotras to replace one or more of the contemplated SpaceX launches would increase our launch costs.
 
 
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We are required under the terms of the Credit Facility to insure a portion of the launch of our Iridium NEXT satellites, and we expect to self-insure the remaining portion. Launch insurance currently costs approximately 4% to 11% of the insured value of the satellites launched, including launch costs, but costs may vary depending on market conditions and the safety record of the launch vehicle. In addition, we expect any launch insurance policies that we obtain to include specified exclusions, deductibles and material change limitations. Typically, these insurance policies contain exclusions customary in the industry for damage arising from acts of war, lasers and other similar potential risks. If launch insurance rates were to rise substantially, our future launch costs could increase. It is also possible that insurance could become unavailable or prohibitively expensive, either generally or for a specific launch vehicle, or that new insurance could be subject to broader exclusions on coverage or limitations on losses, in which event we would bear the risk of launch failures. Even if a lost satellite is fully insured, acquiring a replacement satellite may be difficult and time-consuming and could delay the deployment of Iridium NEXT. Furthermore, launch insurance does not cover lost revenue.
 
Our satellites have a limited life and may fail prematurely, which would cause our network to be compromised and materially and adversely affect our business, prospects and profitability.
 
Since we introduced commercial services in 2001, we have experienced ten satellite losses, most recently in January 2014. Nine of our satellites have failed in orbit, which has resulted in either the complete loss of the affected satellites or the loss of the ability of the satellite to carry traffic on the network, and one satellite was lost as a result of a collision with a non-operational Russian satellite. Also, our satellites have already exceeded their original design lives. While actual useful life typically exceeds original design life, the useful lives of our satellites may be shorter than we expect, and additional satellites may fail or collide with space debris or other satellites in the future. Although to date we have had an in-orbit spare available to replace each lost satellite, we can provide no assurance that our in-orbit spare satellites will be sufficient to replace all future lost satellites, that we will be able to replace them in a timely manner, or that the spare satellite will provide the same level of performance as the lost satellite. As a result, while we expect our current constellation to provide a commercially acceptable level of service through the transition to Iridium NEXT, we cannot guarantee it will be able to do so. In-orbit failure may result from various causes, including component failure, loss of power or fuel, inability to control positioning of the satellite, solar or other astronomical events, including solar radiation and flares, and space debris. Other factors that could affect the useful lives of our satellites include the quality of construction, gradual degradation of solar panels and the durability of components. Radiation-induced failure of satellite components may result in damage to or loss of a satellite before the end of its expected life. As our constellation has aged, some of our satellites have experienced individual component failures affecting their coverage or transmission capacity, and other satellites may experience such failures in the future, which could adversely affect the reliability of their service or result in total failure of the satellite. As a result, fewer than 66 of our current in-orbit satellites are fully functioning at any time. Although we do not incur any direct cash costs related to the failure of a satellite, if a satellite fails, we record an impairment charge in our statement of operations to reduce the remaining net book value of that satellite to zero, and any such impairment charges could significantly depress our net income for the period in which the failure occurs.
 
From time to time, we are advised by our customers and end users of temporary intermittent losses of signal cutting off calls in progress, preventing completions of calls when made or disrupting the transmission of data. If the magnitude or frequency of such problems increase and we are no longer able to provide a commercially acceptable level of service, our business and financial results and our reputation would be hurt and our ability to pursue our business plan would be compromised.
 
We may be required in the future to make further changes to our constellation to maintain or improve its performance. Any such changes may require prior FCC approval, and the FCC may subject the approval to other conditions that could be unfavorable to our business. In addition, from time to time we may reposition our satellites within the constellation in order to optimize our service, which could result in degraded service during the repositioning period. Although we have some ability to remedy some types of problems affecting the performance of our satellites remotely from the ground, the physical repair of our satellites in space is not feasible.
 
Our agreements with U.S. government customers, particularly the DoD, which represent a significant portion of our revenue, are subject to termination.
 
The U.S. government, through a dedicated gateway owned and operated by the DoD, has been and continues to be, directly and indirectly, our largest customer, representing 19% of our revenue for the year ended December 31, 2013. We provide the majority of our services to the U.S. government pursuant to our GMSS and EMSS contracts. We entered into new versions of these contracts in September and October 2013, respectively. The new GMSS contract provides for a one-year base term and up to four additional one-year options exercisable at the election of the U.S. government, and the new EMSS contract provides for a five-year term. The U.S. government may terminate these agreements, in whole or in part, at any time for its convenience. If the U.S. government terminates either of the agreements or decides not to exercise options under the GMSS agreement, we would lose a significant portion of our revenue.
 
 
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We are dependent on intellectual property licensed from third parties to operate our constellation and sell our devices and for the enhancement of our existing products and services.
 
We license critical system technology, including software and systems, to operate and maintain our network as well as technical information for the design, manufacture and sale of our devices. This intellectual property is essential to our ability to continue to operate our constellation and sell our services, handsets and data devices. In addition, we are dependent on third parties to develop enhancements to our current products and services even in circumstances where we own the intellectual property. If any third-party owner of such intellectual property were to terminate any license agreement with us or cease to support and service this technology or perform development on our behalf, or if we are unable to renew such licenses on commercially reasonable terms or at all, it may be difficult, more expensive or impossible to obtain such services from alternative vendors. Any substitute technology may also be costly to develop and integrate, or could have lower quality or performance standards, which would adversely affect the quality of our products and services. In connection with the design, manufacture and operation of Iridium NEXT and related ground infrastructure and the development of new products and services to be offered on Iridium NEXT, we may be required to obtain additional intellectual property rights from third parties. We can offer no assurance that we will be able to obtain such intellectual property rights on commercially reasonable terms or at all. If we are unable to obtain such intellectual property rights on commercially reasonable terms, we may not be able to complete Iridium NEXT and related ground infrastructure on budget or at all or may not be able to develop new products and services to be offered on Iridium NEXT.
 
Our products could fail to perform or could perform at reduced levels of service because of technological malfunctions or deficiencies or events outside of our control which would seriously harm our business and reputation.
 
Our products and services are subject to the risks inherent in a large-scale, complex telecommunications system employing advanced technology. Any disruption to our satellites, services, information systems or telecommunications infrastructure could result in the inability of our customers to receive our services for an indeterminate period of time. These customers include government agencies conducting mission-critical work throughout the world, as well as consumers and businesses located in remote areas of the world and operating under harsh environmental conditions where traditional telecommunications services may not be readily available. Any disruption to our services or extended periods of reduced levels of service could cause us to lose customers or revenue, result in delays or cancellations of future implementations of our products and services, result in failure to attract customers or result in litigation, customer service or repair work that would involve substantial costs and distract management from operating our business. The failure of any of the diverse elements of our system, including our satellites, our commercial gateway, or our satellite network operations center, to function as required could render our system unable to perform at the quality and capacity levels required for success. Any system failures, repeated product failures or shortened product life or extended reduced levels of service could reduce our sales, increase costs or result in warranty or liability claims or litigation, cause us to extend our warranty period and seriously harm our business.
 
As our product portfolio expands, our failure to manage growth effectively could impede our ability to execute our business plan, and we may experience increased costs or disruption in our operations.
 
We currently face a variety of challenges, including maintaining the infrastructure and systems necessary for us to operate as a public company and managing the growth of our business. As our product portfolio continues to expand, the responsibilities of our management team and other company resources also grow. Consequently, we may further strain our management and other company resources with the increased complexities and administrative burdens associated with a larger, more complex product portfolio. For example, we have in the past experienced quality issues in connection with the introduction of new products and services, and we may experience such issues in the future. Our failure to meet these challenges as a result of insufficient management or other resources could significantly impede our ability to execute our business plan. To properly manage our growth, we may need to hire and retain additional personnel, upgrade our existing operational management and financial and reporting systems, and improve our business processes and controls. Failure to effectively manage the expansion of our product portfolio in a cost-effective manner could result in declines in product and service quality and customer satisfaction, increased costs or disruption of our operations.
 
As we and our distributors expand our offerings to include more consumer-oriented devices, we are more likely to be subject to product liability claims, recalls or litigation, which could adversely affect our business and financial performance.
 
Through our network of distributors, we offer several products and services aimed at individual consumers, and we and our distributors continue to introduce more such products and services. These products and services, such as satellite handsets, personal locator devices and location-based services, may be used in isolated and dangerous locations, including emergency response situations, and users who suffer property damage, personal injury or death while using the product or service may seek to assert claims or bring lawsuits against us. We seek to limit our exposure to such claims through appropriate disclosures, indemnification provisions and disclaimers, but these steps may not be effective. We also maintain product liability insurance, but this insurance may not cover any particular claim or litigation, or the amount of insurance may be inadequate to cover the claims brought against us. Product liability insurance could become more expensive and difficult to maintain and might not be available on acceptable terms or at all. In addition, it is possible that our products would become the subject of a product recall as a result of a product defect. We do not maintain recall insurance, so any recall could have a significant effect on our financial results. In addition to the direct expenses of product liability claims, recalls and litigation, a claim, recall or litigation might cause us adverse publicity, which could harm our reputation and compromise our ability to sell our products in the future.
 
 
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The collection, storage, transmission, use and disclosure of user data and personal information could give rise to liabilities or additional costs as a result of laws, governmental regulations and evolving views of personal privacy rights.
 
We transmit, and in some cases store, end user data, including personal information. In jurisdictions around the world, personal information is becoming increasingly subject to legislation and regulations intended to protect consumers’ privacy and security. The interpretation of privacy and data protection laws and regulations regarding the collection, storage, transmission, use and disclosure of such information in some jurisdictions is unclear and evolving. These laws may be interpreted and applied in conflicting ways from country to country and in a manner that is not consistent with our current data protection practices. Complying with these varying international requirements could cause us to incur additional costs and change our business practices. Because our services are accessible in many foreign jurisdictions, some of these jurisdictions may claim that we are required to comply with their laws, even where we have no local entity, employees or infrastructure. We could be forced to incur significant expenses if we were required to modify our products, our services or our existing security and privacy procedures in order to comply with new or expanded regulations.
 
In addition, if end users allege that their personal information is not collected, stored, transmitted, used or disclosed appropriately or in accordance with our privacy policies or applicable laws, we could have liability to them, including claims and litigation resulting from such allegations. Any failure on our part to protect end users’ privacy and data could result in a loss of user confidence, hurt our reputation and ultimately result in the loss of users.
 
Our satellites may collide with space debris or another spacecraft, which could adversely affect the performance of our constellation.
 
In February 2009, we lost an operational satellite as a result of a collision with a non-operational Russian satellite. Although we have some ability to actively maneuver our satellites to avoid potential collisions with space debris or other spacecraft, this ability is limited by, among other factors, uncertainties and inaccuracies in the projected orbit location of and predicted conjunctions with debris objects tracked and cataloged by the U.S. government. Additionally, some space debris is too small to be tracked and therefore its orbital location is completely unknown; nevertheless, this debris is still large enough to potentially cause severe damage or a failure of our satellites should a collision occur. If our constellation experiences additional satellite collisions with space debris or other spacecraft, our service could be impaired.
 
The space debris created by the February 2009 satellite collision may cause damage to other spacecraft positioned in a similar orbital altitude.
 
The collision of one of our satellites with a non-operational Russian satellite created a space debris field concentrated in the orbital altitude where the collision occurred, and thus increased the risk of space debris damaging or interfering with the operation of our satellites, which travel in this orbital altitude, as well as satellites owned by third parties, such as U.S. or foreign governments or agencies and other satellite operators. Although there are tools used by us and providers of tracking services, such as the U.S. Joint Space Operations Center, to detect, track and identify space debris, we or third parties may not be able to maneuver the satellites away from such debris in a timely manner. Any such collision could potentially expose us to significant losses and liability if we were found to be at fault.
 
If we experience operational disruptions with respect to our commercial gateway or operations center, we may not be able to provide service to our customers.
 
Our commercial satellite network traffic is supported by a primary ground station gateway in Tempe, Arizona. In addition, we operate our satellite constellation from our satellite network operations center in Leesburg, Virginia. Currently, we do not have a backup facility for our gateway, and we would not be able to immediately implement our backup to the Virginia operations center if that facility experienced a catastrophic failure. Both facilities are subject to the risk of significant malfunctions or catastrophic loss due to unanticipated events and would be difficult to replace or repair and could require substantial lead-time to do so. Material changes in the operation of these facilities may be subject to prior FCC approval, and the FCC might not give such approval or may subject the approval to other conditions that could be unfavorable to our business. Our gateway and operations center may also experience service shutdowns or periods of reduced service in the future as a result of equipment failure, delays in deliveries or regulatory issues. Any such failure would impede our ability to provide service to our customers.
 
We do not maintain in-orbit insurance covering our losses from satellite failures or other operational problems affecting our constellation.
 
We do not maintain in-orbit insurance covering losses that might arise as a result of a satellite failure or other operational problems affecting our constellation. The terms of the Credit Facility, however, require us to obtain and maintain such insurance for the Iridium NEXT satellites for a period of 12 months after launch. We may not be able to obtain such insurance on acceptable terms, or at all. If we are not able to obtain in-orbit insurance, we may be unable to obtain a waiver, which would trigger an event of default under the Credit Facility and would likely accelerate repayment of all outstanding borrowings. Even if we obtain in-orbit insurance in the future, the coverage may not be sufficient to compensate us for satellite failures and other operational problems affecting our satellites, as it may either contain large deductible amounts or provide reimbursement only after a specified number of satellite failures. As a result, 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.
 
 
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We may be negatively affected by current global economic conditions.
 
Our operations and performance depend significantly on worldwide economic conditions. Uncertainty about current global economic conditions poses a risk as individual consumers, businesses and governments may postpone spending in response to tighter credit, negative financial news, declines in income or asset values or budgetary constraints. Reduced demand would cause a decline in our revenue and make it more difficult for us to operate profitably, potentially compromising our ability to pursue our business plan. While we expect the number of our subscribers and revenue to continue to grow, we expect the future growth rate will be slower than our historical growth and may not continue in every quarter of every year. We expect our future growth rate will be affected by the sluggish global economy, increased competition, maturation of the satellite communications industry and the difficulty in sustaining high growth rates as we increase in size. Any substantial appreciation of the U.S. dollar may also negatively affect our growth by increasing the cost of our products and services in foreign countries.
 
If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.
 
We are subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations of the U.S. Securities and Exchange Commission, or the SEC, and the NASDAQ Stock Market, or NASDAQ. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Annual Reports on Form 10-K, as required by Section 404 of the Sarbanes-Oxley Act. If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements, and we may conclude that our internal controls over financial reporting are not effective. If that were to happen, the market price of our stock could decline and we could be subject to sanctions or investigations by NASDAQ, the SEC or other regulatory authorities.
 
Maintaining effective internal controls over financial reporting is necessary for us to produce reliable financial statements. In connection with the preparation of our quarterly report for the three months ended September 30, 2012, management discovered an error caused by a previously existing material weakness in internal controls over financial reporting relating to accounting for income taxes. This material weakness led to the need for the restatement of our financial statements for the years ended December 31, 2009, 2010 and 2011 and for the quarters ended December 31, 2009 through December 31, 2011. If we fail to maintain effective controls over financial reporting in the future, it could result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis and which could cause investors and other users to lose confidence in our financial statements.
 
We could lose market share and revenue as a result of increasing competition from companies in the wireless communications industry, including cellular and other satellite operators, and from the extension of land-based communications services.
 
We face intense competition in all of our markets, which could result in a loss of customers and lower revenue and make it more difficult for us to enter new markets. We compete primarily on the basis of coverage, quality, portability and pricing of services and products.
 
The provision of satellite-based services and products is subject to downward price pressure when capacity exceeds demand or as a result of aggressive discounting by some operators under financial pressure to expand their respective market share. In addition, we may face competition from new competitors, new technologies or new equipment. For example, we may face competition for our land-based services in the United States from incipient ancillary terrestrial component, or ATC, service providers who are currently raising capital and designing a satellite operating business and a terrestrial component around their spectrum holdings. In addition, some of our competitors have announced plans for the launch of additional satellites. As a result of competition, we may not be able to successfully retain our existing customers and attract new customers.
 
In addition to our satellite-based competitors, terrestrial voice and data service providers, both wireline and wireless, could further expand into rural and remote areas and provide the same general types of services and products that we provide through our satellite-based system. Although satellite communications services and terrestrial communications services are not perfect substitutes, the two compete in some markets and for some services. Consumers generally perceive terrestrial wireless voice communication products and services as cheaper and more convenient than those that are satellite-based. Many of our terrestrial competitors have greater resources, wider name recognition and newer technologies than we do. In addition, industry consolidation could hurt us by increasing the scale or scope of our competitors, thereby making it more difficult for us to compete.
 
 
27

 
Some of the hardware and software we use in operating our gateway was designed and manufactured over ten years ago, and portions are becoming more difficult and expensive to service, upgrade or replace.
 
Some of the hardware and software we use in operating our gateway was designed and manufactured over ten years ago, and portions are becoming obsolete. As they continue to age, they may become less reliable and will be more difficult and expensive to service, upgrade or replace. Although we maintain inventories of some spare parts, it nonetheless may be difficult or impossible to obtain all necessary replacement parts for the hardware. Our business plan contemplates updating or replacing some of the hardware and software in our network, but the age of our existing hardware and software may present us with technical and operational challenges that complicate or otherwise make it infeasible to carry out our planned upgrades and replacements, and the expenditure of resources, both from a monetary and human capital perspective, may exceed our estimates. If we are not able to suitably upgrade and replace our equipment, obsolescence of the technologies that we use could hurt our ability to provide our services and therefore to generate revenue.
 
Rapid and significant technological changes in the satellite communications industry may impair our competitive position and require us to make significant additional capital expenditures.
 
The satellite communications industry is subject to rapid advances and innovations in technology. We may face competition in the future from companies using new technologies and new satellite systems. New technology could render our system obsolete or less competitive by satisfying customer demand in more attractive ways or through the introduction of incompatible standards. Particular technological developments that could adversely affect us include the deployment by our competitors of new satellites with greater power, flexibility, efficiency or capabilities than our current constellation or Iridium NEXT, as well as continuing improvements in terrestrial wireless technologies. For us to keep up with technological changes and remain competitive, we may need to make significant capital expenditures, including capital to design and launch new products and services on Iridium NEXT, which are not included in our current cost estimates. Customer acceptance of the products and services that we offer will continually be affected by technology-based differences in our product and service offerings compared to those of our competitors. New technologies may also be protected by patents or other intellectual property laws and therefore may not be available to us. Any failure on our part to implement new technology within our system may compromise our ability to compete.
 
Use by our competitors of L-band spectrum for terrestrial services could interfere with our services.
 
In February 2003, the FCC adopted ATC rules that permit satellite service providers to establish terrestrial wireless networks in previously satellite-only bands, subject to certain requirements intended to ensure that terrestrial services remain ancillary to primary satellite operations. In November 2012, Globalstar filed a petition for rulemaking, asking the FCC to permit it to provide terrestrial service in L-band spectrum and to eliminate the requirements for primary satellite operations, which we are opposing. The implementation of ATC services by satellite service providers in the United States or other countries may result in increased competition for the right to use L-band spectrum in the 1.6 GHz band, which we use to provide our services, and such competition may make it difficult for us to obtain or retain the spectrum resources we require for our existing and future services. In addition, the FCC’s decision to permit ATC services was based on assumptions relating to the level of interference that the provision of ATC services would likely cause to other satellite service providers that use the L-band spectrum. If the FCC’s assumptions prove inaccurate, or the level of ATC services provided exceeds those estimated by the FCC, ATC services could interfere with our satellites and devices, which may adversely affect our services. Outside the United States, other countries have implemented or are considering implementing regulations to facilitate ATC-like services.
 
Our networks and those of our third-party service providers may be vulnerable to security risks.
 
We expect the secure transmission of confidential information over public networks to continue to be a critical element of our ability to compete for business and protect our customers and our reputation. Our network and those of our third-party service providers and our customers may be vulnerable to unauthorized access, computer viruses and other security problems. Persons who circumvent security measures could wrongfully obtain or use information on the network or cause interruptions, delays or malfunctions in our operations, any of which could harm our reputation, cause demand for our products and services to fall and compromise our ability to pursue our business plans. Recently, there have been reported a number of significant, widespread security breaches that have compromised network integrity for many companies and governmental agencies, in some cases reportedly originating from outside the United States. In addition, there are reportedly private products available in the market today which attempt to unlawfully intercept communications made on our network. We may be required to expend significant resources to protect against the threat of security breaches or to alleviate problems, including reputational harm and litigation, caused by any breaches. In addition, our customer contracts may not adequately protect us against liability to third parties with whom our customers conduct business. Although we have implemented and intend to continue to implement industry-standard security measures, these measures may prove to be inadequate and result in system failures and delays that could lower network availability, which could harm our business and our reputation.
 
 
28

 
We are dependent on third parties to market and sell our products and services.
 
We rely on third-party distributors to market and sell our products and services to end users and to determine the prices end users pay. We also depend on our distributors to develop innovative and improved solutions and applications integrating our product and service offerings. As a result of these arrangements, we are dependent on the performance of our distributors to generate substantially all of our revenue. Our distributors operate independently of us, and we have limited control over their operations, which exposes us to significant risks. Distributors may not commit the necessary resources to market and sell our products and services and may also market and sell competitive products and services. In addition, our distributors may not comply with the laws and regulatory requirements in their local jurisdictions, which could limit their ability to market or sell our products and services. If our distributors develop faulty or poorly performing products using our technology or services, we may be subject to claims, and our reputation could be harmed. If current or future distributors do not perform adequately, or if we are unable to locate competent distributors in particular countries and secure their services on favorable terms, we may be unable to increase or maintain our revenue in these markets or enter new markets, we may not realize our expected growth, and our brand image and reputation could be hurt.
 
In addition, we may lose distributors due to competition, consolidation, regulatory developments, business developments affecting our distributors or their customers, or for other reasons. In 2009, one of our largest competitors, Inmarsat, acquired our then largest distributor, Stratos Global Wireless, Inc. Inmarsat does not dedicate the same level of effort to distributing our products and services as did Stratos and may further reduce such efforts in the future. For example, Inmarsat has essentially stopped promoting sales of our handsets. In addition, in January 2014, Inmarsat acquired Globe Wireless, one of our service providers, and we can provide no assurance that Inmarsat will dedicate the same level of effort to distributing our products and services as Globe Wireless did. Any future consolidation of our distributors would further increase our reliance on a few key distributors of our services and the amount of volume discounts that we may have to give such distributors. Our two largest distributors, Airbus Defense and Space and Inmarsat, each represented 8% of our revenue for the year ended December 31, 2013, and our ten largest distributors represented, in the aggregate, 43% of our revenue for the year ended December 31, 2013. The loss of any of these distributors, or a decrease in the level of effort expended by any of them to promote our products and services, could reduce the distribution of our products and services as well as the development of new products and applications.
 
We rely on a limited number of key vendors for supply of equipment and services.
 
We rely on two single-source contracts for the manufacture of our current devices, including our mobile handsets, L-Band transceivers and short-burst data devices. Either of these manufacturers may choose to terminate its business relationship with us when its current contractual obligations are completed, or at such earlier time as contemplated by our current agreement. If a manufacturer terminates its relationship with us, we may not be able to find a replacement supplier in a timely manner, at an acceptable price, or at all. We are highly dependent on these manufacturers’ performance as the sole suppliers of our devices. We also utilize sole source suppliers for some of the component parts of our devices.
 
These manufacturers and suppliers may become capacity-constrained as a result of a surge in demand, a natural disaster or other event, resulting in a shortage or interruption in supplies or an inability to meet increased demand. Although we might be able to replace sole source suppliers, there could be a substantial period of time in which our products would not be available; any new relationship may involve higher costs and delays in development and delivery, and we might encounter technical challenges in successfully replicating the manufacturing processes. If our manufacturers or suppliers terminate their relationships with us, fail to provide equipment or services to us on a timely basis or fail to meet our performance expectations, we might be unable to provide products or services to our customers in a competitive manner, which could in turn negatively affect our financial results and our reputation.
 
In addition, we depend on Boeing to provide operations and maintenance services with respect to our satellite network, including engineering, systems analysis, integration and testing of new equipment and operations and maintenance services, from our technical support center in Chandler, Arizona and our satellite network operations center in Leesburg, Virginia. Technological competence is critical to our business and depends, to a significant degree, on the work of technically skilled personnel, such as our Boeing contractors. If Boeing’s performance falls below expected levels or if Boeing has difficulties retaining the personnel servicing our network, the operations of our satellite network could be compromised. In addition, if Boeing terminates its agreement with us, we may not be able to find a replacement provider on favorable terms or at all, which could impair the operations and performance of our network. Replacing Boeing as the operator of our satellite system could also trigger de-orbit rights held by the U.S. government, which, if exercised, would eliminate our ability to offer satellite communications services altogether.
 
We have been and may in the future become subject to claims that our products violate the patent or intellectual property rights of others, which could be costly and disruptive to us.
 
We operate in an industry that is susceptible to significant intellectual property litigation. As a result, we or our products may become subject to intellectual property infringement claims or litigation. The defense of intellectual property suits is both costly and time-consuming, even if ultimately successful, and may divert management’s attention from other business concerns. An adverse determination in litigation to which we may become a party could, among other things:
 
 
29

 
subject us to significant liabilities to third parties, including treble damages;
 
require disputed rights to be licensed from a third party for royalties that may be substantial;
 
require us to cease using technology that is important to our business; or
 
prohibit us from selling some or all of our products or offering some or all of our services.
 
Conducting and expanding our operations outside the United States creates numerous risks, which may harm our operations and compromise our ability to expand our international operations.
 
We have significant operations outside the United States. According to our estimates, commercial data traffic originating outside the United States, excluding Iridium OpenPort traffic, accounted for 67% of total commercial data traffic for the year ended December 31, 2013, while commercial voice traffic originating outside the United States, excluding Iridium OpenPort traffic, accounted for 90% of total commercial voice traffic for the year ended December 31, 2013. We cannot provide the precise geographical distribution of revenue from end users because we do not contract directly with them. Instead, we determine the country in which we earn our revenue based on where we invoice our distributors. These distributors sell services directly or indirectly to end users, who may be located or use our products and services elsewhere. We and our distributors are also seeking authorization to sell our services in additional countries.
 
Conducting operations outside the United States involves numerous special risks and, while expanding our international operations would advance our growth, it would also increase these risks. These include:
 
difficulties in penetrating new markets due to established and entrenched competitors;
 
difficulties in developing products and services that are tailored to the needs of local customers;
 
lack of local acceptance or knowledge of our products and services;
 
lack of recognition of our products and services;
 
unavailability of or difficulties in establishing relationships with distributors;
 
significant investments, including the development and deployment of dedicated gateways, as some countries require physical gateways within their jurisdiction to connect the traffic coming to and from their territory;
 
instability of international economies and governments;
 
changes in laws and policies affecting trade and investment in other jurisdictions;
 
exposure to varying legal standards, including intellectual property protection in other jurisdictions;
 
difficulties in obtaining required regulatory authorizations;
 
difficulties in enforcing legal rights in other jurisdictions;
 
local domestic ownership requirements;
 
requirements that operational activities be performed in-country;
 
changing and conflicting national and local regulatory requirements; and
 
foreign currency exchange rates and exchange controls.
 
These risks could affect our ability to successfully compete and expand internationally.
 
Government organizations, foreign military and intelligence agencies, natural disaster aid associations and event-driven response agencies use our commercial voice and data satellite communications services. Accordingly, we may experience reductions in usage due to changing global circumstances, including as a result of changes in the nature of the conflicts in Afghanistan and Iraq, or continued reductions in U.S. and foreign personnel in those countries.
 
 
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The prices for our products and services are typically denominated in U.S. dollars. Any appreciation of the U.S. dollar against other currencies will increase the cost of our products and services to our international customers and, as a result, may reduce the competitiveness of our international offerings and make it more difficult for us to grow internationally.
 
We are currently unable to offer service in important regions of the world due to regulatory requirements, which limits our growth.
 
Our ability to provide service in some regions is limited by local regulations. Some countries have specific regulatory requirements such as local domestic ownership requirements or requirements for physical gateways within their jurisdiction to connect traffic coming to and from their territory. While we have had discussions with parties in these countries to satisfy these regulatory requirements, we may not be able to find an acceptable local partner or reach an agreement to develop additional gateways, or the cost of developing and deploying such gateways may be prohibitive, which could impair our ability to expand our product and service offerings in such areas and undermine our value for potential users who require service in these areas. Also, other countries where we already provide service may impose similar requirements, which could restrict our ability to continue to provide service in those countries. The inability to offer to sell our products and services in all major international markets could impair our international growth. In addition, the construction of such gateways in foreign countries may trigger and require us to comply with various U.S. regulatory requirements that could conflict with or contravene the laws or regulations of the local jurisdiction. Any of these developments could limit, delay or otherwise interfere with our ability to construct gateways or other infrastructure or network solutions around the world.
 
The U.S. government, Motorola Solutions and Boeing may unilaterally require us to de-orbit our current constellation upon the occurrence of specified events.
 
As described in “Business—Our Network—Constellation De-Orbiting Obligations,” when Iridium Satellite purchased the assets of Iridium LLC out of bankruptcy, Boeing, Motorola and the U.S. government required specified de-orbit rights as a way to control potential liability risk arising from future operation of the constellation. As a result, Iridium Satellite, Boeing, Motorola and the U.S. government entered into an agreement giving the U.S. government the right to, in its sole discretion, require us to de-orbit our constellation upon the occurrence of specified events, including if more than four of our satellites have insufficient fuel to execute a 12-month de-orbit, which is currently the case.  In addition, the U.S. government has the right to require us to de-orbit any of our individual functioning satellites, including in-orbit spares that have been in orbit for more than seven years, unless the U.S. government grants a postponement. All of our functioning satellites have been in orbit for more than seven years.
 
Motorola Solutions, as successor to Motorola, and Boeing each also have the right to require us to de-orbit our constellation pursuant to our agreements with them upon the occurrence of specified events.
 
We cannot guarantee that the U.S. government, Motorola Solutions or Boeing will not unilaterally exercise their de-orbiting rights upon the occurrence of any of the specified events. If we were required to de-orbit our constellation, we would be unable to continue to provide mobile satellite communications services.
 
We may be unable to obtain and maintain contractually required liability insurance, and the insurance we obtain may not cover all liabilities to which we may become subject.
 
Under our agreement with Motorola, we are required to maintain an in-orbit liability insurance policy with a de-orbiting endorsement. The current policy, together with the de-orbiting endorsement, covers amounts that we and other specified parties may become liable to pay for bodily injury and property damages to third parties related to processing, maintaining and operating our satellite constellation and, in the case of the de-orbiting endorsement, de-orbiting our satellite constellation. Our current policy has a one-year term, which expires on December 8, 2014, and excludes coverage for all third-party damages relating to the 2009 collision of our satellite with a non-operational Russian satellite. The price, terms and availability of insurance have fluctuated significantly since we began offering commercial satellite services. The cost of obtaining insurance can vary as a result of either satellite failures or general conditions in the insurance industry. Higher premiums on insurance policies would increase our cost. In-orbit liability insurance policies on satellites may not continue to be available on commercially reasonable terms or at all. In addition to higher premiums, insurance policies may provide for higher deductibles, shorter coverage periods and additional policy exclusions. For example, our current de-orbit insurance covers only twelve months from attachment and therefore would not cover losses arising outside that timeframe. Our failure to renew our current in-orbit liability insurance policy or obtain a replacement policy would trigger de-orbit rights held by the U.S. government and Boeing described in the immediately preceding risk factor, which, if exercised, would eliminate our ability to provide mobile satellite communications services. In addition, even if we continue to maintain an in-orbit liability insurance policy, the coverage may not protect us against all third-party losses, which could be material.
 
 
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Our current in-orbit liability insurance policy contains, and we expect any future policies would likewise contain, specified exclusions and material change limitations customary in the industry. These exclusions may relate to, among other things, losses resulting from in-orbit collisions such as the one we experienced in 2009, acts of war, insurrection, terrorism or military action, government confiscation, strikes, riots, civil commotions, labor disturbances, sabotage, unauthorized use of the satellites and nuclear or radioactive contamination, as well as claims directly or indirectly occasioned as a result of noise, pollution, electrical and electromagnetic interference and interference with the use of property.
 
In addition to our in-orbit liability insurance policy, we are required to purchase product liability insurance to cover the potential liability of Motorola Solutions, as the manufacturer of the satellites in our current constellation. We may not in the future be able to renew this product liability coverage on reasonable terms and conditions, or at all. Our failure to maintain this insurance could increase our exposure to third-party damages that may be caused by any of our satellites. As described elsewhere in this report, if we are unable to obtain such insurance on commercially reasonable terms and the U.S. government has not agreed to cover the amounts that would have otherwise been paid by such insurance, Motorola Solutions could invoke its de-orbit rights which, if exercised, would eliminate our ability to provide mobile satellite communications services.
 
Wireless devices’ radio frequency emissions are the subject of regulation and litigation concerning their environmental effects, which includes alleged health and safety risks. As a result, we may be subject to new regulations, demand for our services may decrease, and we could face liability based on alleged health risks.
 
There has been adverse publicity concerning alleged health risks associated with radio frequency transmissions from portable hand-held telephones that have transmitting antennas. Lawsuits have been filed against participants in the wireless industry alleging a number of adverse health consequences, including cancer, as a result of wireless phone usage. Other claims allege consumer harm from failures to disclose information about radio frequency emissions or aspects of the regulatory regimes governing those emissions. Although we have not been party to any such lawsuits, we may be exposed to such litigation in the future. While we comply with applicable standards for radio frequency emissions and power and do not believe that there is valid scientific evidence that use of our phones poses a health risk, courts or governmental agencies could determine otherwise. Any such finding could reduce our revenue and profitability and expose us and other wireless providers to litigation, which, even if frivolous or unsuccessful, could be costly to defend.
 
If consumers’ health concerns over radio frequency emissions increase, they may be discouraged from using wireless handsets. Further, government authorities might increase regulation of wireless handsets as a result of these health concerns. Any actual or perceived risk from radio frequency emissions could reduce the number of our subscribers and demand for our products and services.
 
Our business is subject to extensive government regulation, which mandates how we may operate our business and may increase our cost of providing services and slow our expansion into new markets.
 
Our ownership and operation of a satellite communications system and the sale of products that operate on that system are subject to significant regulation in the United States, including by the FCC, Department of Commerce and others, and in foreign jurisdictions by similar local authorities. The rules and regulations of these U.S. and foreign authorities may change, and such authorities may adopt regulations that limit or restrict our operations as presently conducted or currently contemplated. Such authorities may also make changes in the licenses of our competitors that affect our spectrum. Such changes may significantly affect our business. Further, because regulations in each country are different, we may not be aware if some of our distribution partners or persons with whom we or they do business do not hold the requisite licenses and approvals. Our failure to provide services in accordance with the terms of our licenses or our failure to operate our satellites or ground stations as required by our licenses and applicable laws and government regulations could result in the imposition of government sanctions on us, including the suspension or cancellation of our licenses. Our failure or delay in obtaining the approvals required to operate in other countries would limit or delay our ability to expand our operations into those countries. Our failure to obtain industry-standard certifications for our products could compromise our ability to generate revenue and conduct our business in other countries. Any imposition of sanctions, loss of license or failure to obtain the authorizations necessary to use our assigned radio frequency spectrum and to distribute our products in the United States or foreign jurisdictions could cause us to lose sales, hurt our reputation and impair our ability to pursue our business plan.
 
In addition, one of our subsidiaries, Iridium Carrier Services LLC, holds a common carrier radio license and is thus subject to regulation as a common carrier, including limitations and prior approval requirements with respect to direct or indirect foreign ownership. A change in the manner in which we provide service, or a failure to comply with common carrier regulations or pay required fees, could result in sanctions including fines, loss of authorizations, or the denial of applications for new authorizations or the renewal of existing authorizations.
 
 
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Security and emergency services regulations in the U.S. and other countries may affect our ability to operate our system and to expand into new markets.
 
Our operations are subject to regulations of the U.S. State Department’s Office of Defense Trade Controls relating to the export of satellites and related technical data, the U.S. Treasury Department’s Office of Foreign Assets Control relating to transactions involving entities sanctioned by the United States, and the U.S. Commerce Department’s Bureau of Industry and Security relating to our subscriber equipment. We are also required to provide U.S. and some foreign government law enforcement and security agencies with call interception services and related government assistance, in respect of which we face legal obligations and restrictions in various jurisdictions. Given our global operations and unique network architecture, these requirements and restrictions are not always easy to harmonize. In addition, some countries require providers of telecommunications services to connect specified emergency numbers to local emergency services. We have discussed and continue to discuss with authorities in various countries the procedures used to satisfy our obligations, and have had to, and may in the future need to, obtain amendments or waivers to licenses or obligations in various countries. Countries are not obligated to grant requested amendments or waivers, and there can be no assurance that relevant authorities will not suspend or revoke our licenses or take other legal actions to attempt to enforce the requirements of their respective jurisdictions.
 
These U.S. and foreign obligations and regulations may limit or delay our ability to offer products and services in a particular country. As new laws and regulations are issued, we may be required to modify our business plans or operations. In addition, changing and conflicting national and local regulatory requirements may cause us to be in compliance with local requirements in one country, while not being in compliance with the laws and regulations of another. If we fail to comply with regulations in the United States or any other country, we could be subject to sanctions that could make it difficult or impossible for us to operate in the United States or such other country.
 
If the FCC revokes, modifies or fails to renew or amend our licenses, our ability to operate will be harmed or eliminated.
 
We hold FCC licenses, specifically a license for our current satellite constellation, licenses for our U.S. gateway and other ground facilities and blanket earth station licenses for U.S. government customers and commercial subscribers, that are subject to revocation if we fail to satisfy specified conditions or to meet prescribed milestones. The FCC licenses are also subject to modification by the FCC. We have pending requests for renewal of our satellite constellation authorization and for replacement satellites. Our U.S. gateway earth station and the U.S. government customer and commercial subscriber earth station licenses expire between September 2018 and the year 2026. There can be no assurance that the FCC will renew the FCC licenses we hold. If the FCC revokes, modifies or fails to renew or amend the FCC licenses we hold, or if we fail to satisfy any of the conditions of our respective FCC licenses, we may not be able to continue to provide mobile satellite communications services.
 
Pursuing strategic transactions may cause us to incur additional risks.
 
We may pursue acquisitions, joint ventures or other strategic transactions from time to time. We may face costs and risks arising from any such transactions, including integrating a new business into our business or managing a joint venture. These risks may include adverse legal, organizational and financial consequences, loss of key customers and distributors and diversion of management’s time.
 
In addition, any major business combination or similar strategic transaction would require approval under the Credit Facility and may require significant external financing. Depending on market conditions, investor perceptions of our company and other factors, we might not be able to obtain approvals under the Credit Facility or financing on acceptable terms, in acceptable amounts or at appropriate times to implement any such transaction. Any such financing, if obtained, may further dilute existing stockholders.
 
Spectrum values historically have been volatile, which could cause the value of our business to fluctuate.
 
Our business plan is evolving, and it may in the future include forming strategic partnerships to maximize value for our spectrum, network assets and combined service offerings in the United States and internationally. Values that we may be able to realize from such partnerships will depend in part on the value placed on our spectrum authorizations. Valuations of spectrum in other frequency bands historically have been volatile, and we cannot predict at what amount a future partner may be willing to value our spectrum and other assets. In addition, to the extent that the FCC takes action that makes additional spectrum available or promotes the more flexible use or greater availability of existing satellite or terrestrial spectrum allocations, for example by means of spectrum leasing or new spectrum sales, the availability of such additional spectrum could reduce the value of our spectrum authorizations and, as a result, the value of our business.
 
Our ability to operate our company effectively could be impaired if we lose members of our senior management team or key technical personnel.
 
We depend on the continued service of key managerial and technical personnel and personnel with security clearances, as well as our ability to continue to attract and retain highly qualified personnel. We compete for such personnel with other companies, government entities, academic institutions and other organizations. The unexpected loss or interruption of the services of such personnel could compromise our ability to effectively manage our operations, execute our business plan and meet our strategic objectives.
 
 
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The market price of our common stock may be volatile.
 
The trading price of our common stock may be subject to substantial fluctuations. Factors affecting the trading price of our common stock may include: 
 
failure in the performance of our current or future satellites or a delay in the launch of Iridium NEXT;
 
failure of Aireon to successfully develop and market its service;
 
failure to comply with the terms of the Credit Facility;
 
failure to maintain our ability to make draws under the Credit Facility;
 
actual or anticipated variations in our operating results, including termination or expiration of one or more of our key contracts, or a change in sales levels under one or more of our key contracts;
 
sales of a large number of shares of our common stock or the perception that such sales may occur;
 
dilutive effect of outstanding stock options;
 
changes in financial estimates by industry analysts, or our failure to meet or exceed any such estimates, or changes in the recommendations of any industry analysts that elect to follow our common stock or the common stock of our competitors;
 
actual or anticipated changes in economic, political or market conditions, such as recessions or international currency fluctuations;
 
actual or anticipated changes in the regulatory environment affecting our industry;
 
changes in the market valuations of our competitors;
 
low trading volume; and
 
announcements by our competitors regarding significant new products or services or significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives.
 
The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. If the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations.
 
We do not expect to pay dividends on our common stock in the foreseeable future.
 
We do not currently pay cash dividends on our common stock and, because we currently intend to retain all cash we generate to fund the growth of our business and the Credit Facility restricts the payment of dividends, we do not expect to pay dividends on our common stock in the foreseeable future.
 
Item  1B. Unresolved Staff Comments
  
None.
 
 
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Item 2.      Properties
 
We own or lease the facilities described in the following table:
 
 
 
 
 
Approximate
 
 
 
 
Location
 
Country
 
Square Feet
 
Facilities
 
Owned/Leased
McLean, Virginia
 
USA
 
21,600
 
Corporate Headquarters
 
Leased
 
 
 
 
 
 
 
 
 
Chandler, Arizona
 
USA
 
197,000
 
Technical Support Center, Distribution Center, and Warehouse
 
Leased
 
 
 
 
 
 
 
 
 
Leesburg, Virginia
 
USA
 
40,000
 
Satellite Network Operations Center
 
Owned
 
 
 
 
 
 
 
 
 
Tempe, Arizona
 
USA
 
31,000
 
System Gateway and Satellite Teleport Network Facility
 
Owned Building on Leased Land
 
 
 
 
 
 
 
 
 
Tempe, Arizona
 
USA
 
25,000
 
Operations and Finance Office Space
 
Leased
 
 
 
 
 
 
 
 
 
Fairbanks, Alaska
 
USA
 
4,000
 
Satellite Teleport Network Facility
 
Owned
 
 
 
 
 
 
 
 
 
Chandler, Arizona
 
USA
 
3,000
 
Satellite Teleport Network Facility
 
Owned Buildings on Leased Land
 
 
 
 
 
 
 
 
 
Svalbard
 
Norway
 
1,800
 
Satellite Teleport Network Facility
 
Owned Building on Leased Land
 
 
 
 
 
 
 
 
 
Yellowknife, Northwest Territories
 
Canada
 
1,800
 
Satellite Teleport Network Facility
 
Owned Building on Leased Land
 
 
 
 
 
 
 
 
 
Iqaluit, Nunavut
 
Canada
 
1,800
 
Satellite Teleport Network Facility
 
Owned Building on Leased Land
 
 
 
 
 
 
 
 
 
Izhevsk, Udmurtia
 
Russia
 
1,300
 
Satellite Earth Terminal Facility
 
Leased
 
Item 3. Legal Proceedings
  
Neither we nor any of our subsidiaries are currently subject to any material legal proceeding, nor, to our knowledge, is any material legal proceeding threatened against us or any of our subsidiaries.
 
Item 4. Mine Safety Disclosures
 
Not applicable.
 
PART II
 
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 
 
Our common stock is currently listed on the NASDAQ Global Select Market under the symbol “IRDM.” The following table sets forth, for the quarters indicated, the quarterly high and low sales prices of our common stock as reported on the NASDAQ Global Select Market.
 
 
 
Common Stock
 
 
 
High
 
Low
 
Quarter Ended March 31, 2012
 
$
9.50
 
$
7.13
 
Quarter Ended June 30, 2012
 
 
9.15
 
 
8.16
 
Quarter Ended September 30, 2012
 
 
9.73
 
 
6.88
 
Quarter Ended December 31, 2012
 
 
7.83
 
 
5.25
 
Quarter Ended March 31, 2013
 
 
7.34
 
 
5.90
 
Quarter Ended June 30, 2013
 
 
7.85
 
 
5.98
 
Quarter Ended September 30, 2013
 
 
9.22
 
 
6.35
 
Quarter Ended December 31, 2013
 
 
6.91
 
 
5.37
 
 
On February 27, 2014, the closing price of our common stock was $6.85. As of February 27, 2014, there were 64 holders of record of our common stock.
 
 
35

 
Dividend Policy
 
We have not paid any dividends on our common stock to date. We are currently restricted from declaring, making or paying dividends on our common stock pursuant to our $1.8 billion loan facility (See Note 4 to our consolidated financial statements included in Part II, Item 8 of this report, “Financial Statements and Supplementary Data”), and we do not anticipate that we will declare any dividends on our common stock in the foreseeable future.
  
Stock Price Performance Graph
 
The graph below compares the cumulative total return of our common stock from December 31, 2008 through December 31, 2013 with the comparable cumulative return of three indices, the S&P 500 Index, the Dow Jones Industrial Average Index and the NASDAQ Telecommunications Index. The graph plots the growth in value of an initial investment of $100 in each of our common stock, the S&P 500 Index, the Dow Jones Industrial Average Index and the NASDAQ Telecommunications Index over the indicated time periods. The stock price performance shown on the graph is not necessarily indicative of future price performance.
 
 
 
 
12/31/08
 
12/31/09
 
12/31/10
 
12/31/11
 
12/31/12
 
12/31/13
 
Iridium Communications Inc.
 
$
100.00
 
$
89.22
 
$
91.67
 
$
85.67
 
$
74.67
 
$
69.44
 
S&P 500 Index
 
$
100.00
 
$
123.45
 
$
139.23
 
$
139.23
 
$
157.90
 
$
204.63
 
Dow Jones Industrial Average Index
 
$
100.00
 
$
118.82
 
$
131.92
 
$
139.21
 
$
149.31
 
$
188.88
 
NASDAQ Telecommunications Index
 
$
100.00
 
$
148.24
 
$
154.06
 
$
134.62
 
$
137.31
 
$
170.29
 
 
 
36

 
Item 6.           Selected Financial Data
 
Iridium Communications Inc.
 
The following selected historical financial data for the years ended December 31, 2013, 2012, 2011, 2010, and 2009 was derived from Iridium Communications Inc.’s audited financial statements. The selected financial data below should be read in conjunction with Iridium Communications Inc.’s financial statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Form 10-K. The selected financial data is historical data for Iridium Communications Inc. and is not necessarily indicative of future results of operations.
 
 
 
For the Year Ended December 31,
 
Statement of Operations Data (a)
 
2013
 
2012
 
2011
 
2010
 
2009
 
 
 
(In thousands, except per share amounts)
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Services
 
$
292,092
 
$
273,491
 
$
262,322
 
$
236,351
 
$
53,014
 
Subscriber equipment
 
 
73,303
 
 
93,866
 
 
94,709
 
 
90,184
 
 
17,293
 
Engineering and support services
 
 
17,254
 
 
16,163
 
 
27,276
 
 
21,638
 
 
5,682
 
Total revenue
 
$
382,649
 
$
383,520
 
$
384,307
 
$
348,173
 
$
75,989
 
Total operating expenses
 
$
272,755
 
$
278,446
 
$
307,306
 
$
310,813
 
$
89,164
 
Operating income (loss)
 
$
109,894
 
$
105,074
 
$
77,001
 
$
37,360
 
$
(13,175)
 
Net income (loss)
 
$
62,517
 
$
64,631
 
$
41,035
 
$
19,941
 
$
(42,239)
 
Comprehensive income (loss)
 
$
62,185
 
$
64,499
 
$
40,720
 
$
20,009
 
$
(42,217)
 
Weighted average shares outstanding - basic
 
 
76,909
 
 
74,239
 
 
72,164
 
 
70,289
 
 
53,964
 
Weighted average shares outstanding - diluted
 
 
87,511
 
 
78,182
 
 
73,559
 
 
72,956
 
 
53,964
 
Net income (loss) per share - basic
 
$
0.72
 
$
0.85
 
$
0.57
 
$
0.28
 
$
(0.78)
 
Net income (loss) per share - diluted
 
$
0.71
 
$
0.83
 
$
0.56
 
$
0.27
 
$
(0.78)
 
 
 
 
As of December 31,
 
Balance Sheet Data
 
2013
 
2012
 
2011
 
2010
 
2009
 
 
 
(In thousands)
 
Total current assets
 
$
369,558
 
$
367,166
 
$
227,242
 
$
208,729
 
$
220,937
 
Total assets
 
$
2,309,796
 
$
1,916,341
 
$
1,374,186
 
$
1,047,449
 
$
826,396
 
Total long-term liabilities
 
$
1,268,802
 
$
951,131
 
$
576,278
 
$
258,692
 
$
107,844
 
Total stockholders' equity
 
$
939,495
 
$
876,558
 
$
702,018
 
$
654,916
 
$
629,621
 
 
 
 
For the Year Ended December 31,
 
Other Data
 
2013
 
2012
 
2011
 
2010
 
2009
 
 
 
(In thousands)
 
Cash provided by (used in):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating activities
 
$
183,048
 
$
174,023
 
$
183,461
 
$
151,438
 
$
23,168
 
Investing activities
 
$
(485,836)
 
$
(443,542)
 
$
(359,337)
 
$
(242,086)
 
$
354,537
 
Financing activities
 
$
234,712
 
$
387,571
 
$
192,310
 
$
63,402
 
$
(230,656)
 
 
(a) The years ended December 31, 2013, 2012, 2011 and 2010 reflect the results of a full year of operations. On September 29, 2009, we acquired, directly and indirectly, all the outstanding equity of Iridium Holdings LLC, or Iridium Holdings, and the data presented in the table above for the year ended December 31, 2009 reflects the results of post-acquisition activities for the three months ended December 31, 2009. The year ended December 31, 2009 included a $34.1 million change in the fair value of warrants due to our determination that the exchange agreements entered into with the holders of 26.8 million warrants in connection with the acquisition of Iridium Holdings were derivative instruments. We conducted no material operating activities for the periods prior to the acquisition of Iridium Holdings in September 2009.
 
 
37

 
Item 7.            Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Background
 
We were initially formed in 2007 as GHL Acquisition Corp., a special purpose acquisition company. We acquired all the outstanding equity in Iridium Holdings LLC, or Iridium Holdings, in a transaction accounted for as a business combination on September 29, 2009. We refer to this transaction as the Acquisition. We refer to Iridium Holdings, together with its direct and indirect subsidiaries, as Iridium. On September 29, 2009, we changed our name to Iridium Communications Inc.
 
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 impaired, including extremely remote or rural land areas, airways, open-ocean, 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 using our constellation of in-orbit satellites and related ground infrastructure. We utilize an interlinked mesh architecture to route traffic across the satellite constellation using radio frequency crosslinks. This unique architecture minimizes the need for 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 55 value-added manufacturers, or VAMs, who either sell 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 for our products and services targeting specific lines of business.
 
At December 31, 2013, we had approximately 664,000 billable subscribers worldwide, an increase of 53,000, or 9%, from approximately 611,000 billable subscribers at December 31, 2012. We have a diverse customer base, including 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 provision of services and the sale of equipment. Service revenue represented 76% and 71% of total revenue for the years ended December 31, 2013 and 2012, respectively. Voice and M2M data service revenue have historically generated higher gross margins than subscriber equipment revenue.
 
 We are currently devoting a substantial part of our resources to develop Iridium NEXT, our next-generation satellite constellation, along with the development of new product and service offerings, upgrades to our current services, hardware and software upgrades to maintain our ground infrastructure and upgrades to our business systems. We estimate the aggregate costs associated with the design, build and launch of Iridium NEXT and related ground infrastructure upgrades through 2017 to be approximately $3 billion. We expect to fund $1.8 billion of the costs of Iridium NEXT with our $1.8 billion loan facility, or the Credit Facility.
 
Developments in our business during the period covered by this report, including the recent slowdown in our handset business and higher projected warranty claims on our Iridium Pilot terminals and the related impact on our maritime revenues, have reduced our estimates for consolidated net income before interest, taxes, depreciation and amortization, Iridium NEXT expenses, share-based compensation, and non-cash purchase accounting, or operational EBITDA, for the twelve months ended December 31, 2013 and the twelve months ending June 30, 2014 and December 31, 2014. In addition, we now anticipate that payment of hosted payload fees from Aireon LLC will be later than previously expected when we amended the Credit Facility in August 2012. Accordingly, we are working with our Credit Facility lenders to modify the relevant financial covenants. In order to remove any uncertainty regarding our covenant compliance while we work to get the longer-term modifications in place, we requested and received waivers from our Credit Facility lenders, providing us with additional headroom on our operational EBITDA covenant and hosted payload cash flow covenant for those periods. As adjusted by such waivers, we were in compliance with all our financial covenants as of December 31, 2013.
 
We believe that our liquidity sources will provide sufficient funds for us to meet our liquidity requirements for at least the next twelve months. We expect to fund the remainder of the costs of Iridium NEXT from cash on hand, internally generated cash flows, including potential cash flows from hosted payloads and Iridium PRIME, and the proceeds from capital raises that we expect to be required in connection with the planned amendment to the Credit Facility. For more information about our sources of funding, see “Credit Facility” and “Liquidity and Capital Resources.”
 
 
38

 
Full Scale Development and Launch Services Agreements
 
In June 2010, we executed a primarily fixed price full scale development contract, or FSD, with Thales Alenia Space France, or Thales, for the design and manufacture of satellites for Iridium NEXT. The total price under the FSD will be approximately $2.3 billion, and we expect our payment obligations under the FSD to extend into the fourth quarter of 2017. We expect to fund $1.8 billion of the costs of Iridium NEXT with the Credit Facility. As of December 31, 2013, we had made total payments of $1,091.6 million to Thales, including $927.1 million from borrowings under the Credit Facility, which are classified within property and equipment, net, in the accompanying consolidated balance sheet.
 
In March 2010, we entered into an agreement with Space Exploration Technologies Corp., or SpaceX, to secure SpaceX as the primary launch services provider for Iridium NEXT. In August 2012, we entered into an amendment to our launch services agreement with SpaceX. The amendment reduced the number of contracted launches from eight to seven and increased the number of satellites to be carried on each launch vehicle from nine to ten. The amendment also reduced the maximum price under the original SpaceX agreement from $492.0 million to $453.1 million. As of December 31, 2013, we had made total payments of $69.7 million to SpaceX, which are classified within property and equipment, net, in the accompanying consolidated balance sheet.
 
In June 2011, we entered into an agreement with International Space Company Kosmotras, or Kosmotras, as a supplemental launch services provider for Iridium NEXT, which agreement we have subsequently amended three times. The agreement, as amended, provided for the purchase of up to six launches, for a total of approximately $184.3 million, and six additional launch options that are subject to the availability of launch vehicles and times. Each launch can carry two satellites. We exercised an option to purchase one launch under the agreement, which we plan to use for the first two Iridium NEXT satellites. Our payments to Kosmotras for the single launch will be approximately $51.8 million, of which $18.3 million has been paid and capitalized within property and equipment, net in the accompanying consolidated balance sheet as of December 31, 2013. Our option to purchase three dedicated launches expired as of December 31, 2013, and our option to purchase the remaining two dedicated launches expires March 31, 2014.
 
Credit Facility
 
On October 4, 2010, we entered into the Credit Facility with a syndicate of bank lenders. Ninety-five percent of our obligations under the Credit Facility are insured by Compagnie Française d’Assurance pour le Commerce Extérieur, or COFACE. The Credit Facility consists of two tranches, with draws and repayments applied pro rata in respect of each tranche:
 
· Tranche A – $1,537,500,000 at a fixed rate of 4.96%; and
· Tranche B – $262,500,000 at a floating rate equal to the London Interbank Offer Rate, or LIBOR, plus 1.95%.
 
In connection with each draw made under the Credit Facility, we borrow an additional amount equal to 6.49% of such draw to cover the premium for the COFACE insurance. We also pay a commitment fee of 0.80% per year, in semi-annual installments, on any undrawn portion of the Credit Facility. The semi-annual commitment fee on the undrawn portion of the Credit Facility for the year ended December 31, 2013 was $7.7 million and is included in other income (expense) in the accompanying consolidated statement of operations. Funds drawn under the Credit Facility will be used for 85% of the costs under the FSD for the design and manufacture of Iridium NEXT, the premium for the COFACE insurance and the payment of a portion of interest during a portion of the construction and launch phase of Iridium NEXT.
 
Scheduled semi-annual principal repayments will begin six months after the earlier of (i) the successful deployment of a specified number of Iridium NEXT satellites or (ii) September 30, 2017. During this repayment period, we will pay interest on the same date as the principal repayments. Prior to the repayment period, interest payments are due on a semi-annual basis in April and October. Interest incurred during the year ended December 31, 2013 was $39.6 million. We capitalize all interest costs incurred related to the Credit Facility during the construction period of the assets; accordingly we capitalized $39.6 million related to interest incurred in 2013. We pay interest on each semi-annual due date through a combination of a cash payment and a deemed additional loan. The $39.6 million in interest incurred during the year ended December 31, 2013 consisted of $12.1 million payable in cash, of which $9.7 million was paid during the year and $2.4 million was accrued at year end, and $27.5 million payable by deemed loans, of which $22.0 million was paid during the year and $5.5 million was accrued at year end. The Credit Facility will mature seven years after the start of the principal repayment period.
 
We may not prepay any borrowings prior to December 31, 2015. If, on that date, a specified number of Iridium NEXT satellites have been successfully launched and we have adequate time and resources to complete the Iridium NEXT constellation on schedule, we may prepay the borrowings without penalty. In addition, following the completion of the Iridium NEXT constellation, we may prepay the borrowings without penalty. We may not subsequently borrow any amounts that we repay. We must repay the loans in full upon a delisting of our common stock, a change in control of our company or our ceasing to own 100% of any of the other obligors, or the sale of all or substantially all of our assets. We must apply all or a portion of specified capital raise proceeds, insurance proceeds, condemnation proceeds and proceeds from the disposal of any interests in Aireon to the prepayment of the loans. The Credit Facility includes customary representations, events of default, covenants and conditions precedent to our drawing of funds.
 
 
39

 
As of December 31, 2013, we had borrowed a total of $1,039.2 million under the Credit Facility. The unused portion of the Credit Facility as of December 31, 2013 was $760.8 million. Under the terms of the Credit Facility, we were required to maintain a minimum cash reserve for debt service of $81.0 million as of December 31, 2013, which is classified as restricted cash on the accompanying consolidated balance sheet. This minimum cash reserve requirement will increase over the term of the Credit Facility to $189.0 million at the beginning of the repayment period, which is expected to be in 2017.
 
Minimum debt service reserve levels are estimated as follows (in millions):
 
At December 31,
 
Amount
 
2014
 
$
108
 
2015
 
 
135
 
2016
 
 
162
 
2017
 
 
189
 
 
In addition to the minimum debt service levels, financial covenants under the Credit Facility 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 consolidated operational EBITDA levels for the 12-month periods ending each December 31 and June 30 through June 30, 2017;
 
· specified minimum cash flow requirements from customers who have hosted payloads on our satellites during the 12-month periods ending each December 31 and June 30, beginning December 31, 2014 and ending on June 30, 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 4.75 to 1 for the twelve months ending June 30, 2017 to a ratio of 2.5 to 1 for the twelve months ending June 30, 2025.
 
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 during which our capital expenditures exceed, or our operational EBITDA or hosted payload cash flows fall 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. We note that the available cure amount, due to the complexity of its calculation, has fluctuated significantly from one measurement period to the next, and we expect that it will continue to do so.
 
We are currently in discussions with our Credit Facility lenders to modify some of the financial covenants. To remove any uncertainty regarding our covenant compliance while we work to get those modifications in place, we requested and received waivers from our Credit Facility lenders, providing us with additional headroom on our operational EBITDA covenants for the twelve months ended December 31, 2013 and the twelve months ending June 30, 2014 and December 31, 2014 and for our hosted payload cash flow covenant for the twelve months ending December 31, 2014. As modified by such waivers, we were in compliance with our financial covenants as of December 31, 2013. We expect to need modifications to the Credit Facility from our lenders for some financial covenants with measurement dates beyond the next twelve months, and there can be no assurance that the lenders will agree to such modifications. For additional discussion related to our actual financial covenant results and the expected need for future modifications to our Credit Facility, see “Liquidity and Capital Resources.”
 
The Credit Facility also places 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 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.
 
 
40

 
In August 2012, we entered into a supplemental agreement, or the Supplemental Agreement, with the lenders under the Credit Facility, to amend and restate the Credit Facility. The Credit Facility, as amended by the Supplemental Agreement, authorizes us to fund and operate Aireon for the purpose of establishing a space-based automatic dependent surveillance-broadcast, or ADS-B, global air traffic monitoring business. Specifically, the amended Credit Facility excludes Aireon from the group of companies (us and our material subsidiaries) that are obligors under the Credit Facility and from our consolidated financial results for purposes of calculating compliance with the financial covenants. The amended Credit Facility allows us to make a $12.5 million investment in Aireon, all of which was invested by December 31, 2013. Additionally, the amended Credit Facility allows for the injection of up to $10 million worth of airtime credits in connection with a satellite design and development agreement with Harris Corporation, if needed, and an additional investment of up to $15 million raised from issuances of our common equity. The amended Credit Facility requires us to use any net distributions received from Aireon to repay our debt obligations under the Credit Facility and to grant the lenders a security interest in our ownership interest in Aireon. The Supplemental Agreement does not modify the principal amount, interest rates, repayment dates, or maturity of the Credit Facility. The amended Credit Facility includes revised financial covenant levels to reflect changes in timing of expected receipts of cash flows from hosted payloads and other changing business conditions and revised launch and backup launch requirements to permit the amendment to our launch services agreement with SpaceX. The amended Credit Facility required us to raise $100 million by April 30, 2013 through a combination of the issuance of convertible preferred or common equity and warrant exercises. In October 2012, we satisfied this requirement primarily through the sale of Series A Preferred Stock for net proceeds of $96.5 million as discussed further below. In the third quarter of 2012, we also received $9.1 million from the exercise of warrants to purchase our common stock at an exercise price of $7.00 per share.
 
Private Placement of Series A Cumulative Convertible Preferred Stock
 
On October 3, 2012, we issued 1,000,000 shares of our Series A Preferred Stock in a private offering. The sale price to the initial purchaser, equal to $96.85 per share, reflected an aggregate initial purchaser discount of $3.2 million. Upon settlement of the private offering in October 2012, we received proceeds of $96.5 million, which were net of the $3.5 million initial purchaser discount and offering costs. We intend to use the net proceeds of the private offering to help 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 when, as and if declared from, and including, the date of original issue at a rate of 7.00% per annum of the $100 liquidation preference per share, which is equivalent to an annual rate of $7.00 per share. Dividends are payable quarterly in arrears, on March 15, June 15, September 15 and December 15 of each year. The Series A Preferred Stock does not have a stated maturity date and is not subject to any sinking fund or mandatory redemption provisions and ranks senior to our common stock with respect to dividend rights and rights upon our liquidation, dissolution or winding-up. Holders of Series A Preferred Stock generally have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods, whether or not consecutive, and in other specified circumstances. During 2013 and 2012, we paid $7.0 million and $1.4 million, respectively, in cash dividends to holders of our Series A Preferred Stock. As of December 31, 2013, there was $0.3 million in accrued dividends which will be paid in March 2014. On February 24, 2014, we declared dividends of $1.75 million payable on March 17, 2014 to holders of our Series A Preferred Stock.
 
Holders of Series A Preferred Stock may convert some or all of their outstanding Series A Preferred Stock initially at a 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 specified events. Except as otherwise provided, the Series A Preferred Stock is convertible only into shares of our common stock.
 
On or after October 3, 2017, we may, at our option, convert some or all of the Series A Preferred Stock into that number of shares of our 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 our 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, we may also elect to settle conversions in cash as a result of these fundamental changes.
 
 
41

 
Warrant Exchange
 
Private Warrant Exchange
 
In September 2012, we entered into privately negotiated warrant exchange agreements with funds managed by T2 Partners Management, L.P., or T2, the largest holder of our outstanding common stock purchase warrants with an exercise price of $7.00 per share, or $7.00 Warrants. Pursuant to these exchange agreements, we issued 562,370 shares of our common stock in exchange for 3,374,220 of the $7.00 Warrants held by the T2 funds (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered), representing approximately 27% of the outstanding $7.00 Warrants.
 
Tender Offer for Warrant Exchange
 
On November 30, 2012, we closed a tender offer to exchange the remaining outstanding $7.00 Warrants for shares of our common stock. We offered holders of $7.00 Warrants one share of common stock for every six of the $7.00 Warrants tendered (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered). As a result of the tender offer, we issued an aggregate of 1,386,941 shares of common stock in exchange for the surrender of 8,321,433 of the $7.00 Warrants. The remaining unexercised outstanding $7.00 Warrants expired in February 2013.
 
Investment in Aireon
 
In November 2012, Aireon and one of our indirect wholly owned subsidiaries, Iridium Satellite LLC, or Iridium Satellite, entered into an amended and restated limited liability company agreement of Aireon with NAV CANADA and NAV CANADA Satellite, Inc., a wholly owned subsidiary of NAV CANADA. Under the agreement, NAV CANADA Satellite may purchase preferred membership interests in Aireon in five tranches for an aggregate investment of up to $150 million. Each tranche is subject to the satisfaction of a number of operational, commercial, regulatory and financial conditions. On November 19, 2012, NAV CANADA Satellite made its first tranche investment of $15 million. During the second quarter of 2013, NAV CANADA Satellite made its second tranche investment of $40 million. As of December 31, 2013, the total $55 million investment represented 18.7% of the fully diluted equity of Aireon. As of December 31, 2013, Iridium Satellite owned 100% of Aireon’s outstanding common membership interests, which represented 81.3% of Aireon’s fully diluted outstanding equity.
 
On February 14, 2014, Iridium and Aireon entered into a second amended and restated limited liability company agreement with NAV CANADA, NAV CANADA Satellite and three new investors, ENAV North Atlantic LLC, a wholly owned subsidiary of Enav S.p.A. (the Italian air navigation service provider), Irish Aviation Authority Limited, or IAA, (the Irish air navigation service provider), and Naviair Surveillance A/S, a wholly owned subsidiary of Naviair (the Danish air navigation service provider), who committed to collectively invest an aggregate of $120 million. The investments will be made in the form of preferred membership interests in four tranches between 2014 and 2017, subject to the satisfaction of operational, commercial, regulatory and financial conditions. The first tranche investment of $50 million by the new investors was made on February 14, 2014. Following the completion of the investments by the new investors and NAV CANADA Satellite, $270 million in total, Aireon will be required, if and when funds are available, to redeem a portion of Iridium's interest for a payment of $120 million, which is expected to occur in 2018. Upon this redemption, NAV CANADA will hold 51% of the fully diluted ownership of Aireon, ENAV North Atlantic will hold 12.5%, and IAA and Naviair Surveillance will each hold 6%, with 24.5% being retained by Iridium.
 
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 and expanding 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 receipt of licenses to sell our services in additional countries.
 
 
42

 
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 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, including our ability to negotiate modifications to the Credit Facility with our lenders and to obtain any needed additional external debt or equity financing;
our ability to obtain sufficient internally generated 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’s ability to successfully fund, develop and market its space-based ADS-B global aviation monitoring service to be carried as a hosted payload on the Iridium NEXT system;
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;
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 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.
 
Critical Accounting Policies and Estimates
 
The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these financial statements requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, collectability of accounts receivable, useful lives of property and equipment, long-lived assets, goodwill and other intangible assets, inventory, internally developed software, deferred financing costs, asset retirement obligations, income taxes, stock-based compensation, warranty expenses, loss contingencies, and other estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
 
 The accounting policies we believe to be most critical to understanding our financial results and condition and that require complex and subjective management judgments are discussed below. Our accounting policies are more fully described in Note 2 in Item 8 “Financial Statements and Supplementary Data.” Please see the notes to our consolidated financial statements for a full discussion of these significant accounting policies.
 
Revenue Recognition
 
For revenue arrangements with multiple elements that include guaranteed minimum orders and where we determine, based on judgment, that the elements qualify as separate units of accounting, we allocate the guaranteed minimum arrangement price among the various contract elements based on each element’s relative selling price. The selling price used for each deliverable is based on vendor-specific objective evidence when available, third-party evidence when vendor-specific evidence is not available, or the estimated selling price when neither vendor-specific evidence nor third-party evidence is available. We determine vendor-specific objective evidence of selling price by assessing sales prices of subscriber equipment, airtime and other services when they are sold to customers on a stand-alone basis. We recognize revenue for each element based on the specific characteristics of that element.
 
 
43

 
We sell prepaid services in the form of e-vouchers and prepaid cards. A liability is established equal to the cash paid upon purchase for the e-voucher or prepaid card. We recognize revenue from the prepaid services (i) upon the use of the e-voucher or prepaid card by the customer; (ii) upon the expiration of the right to access the prepaid service; or (iii) when it is determined that the likelihood of the prepaid card being redeemed by the customer is remote. The likelihood of redemption is based on historical redemption patterns. If future results are not consistent with these historical patterns, and therefore actual usage results are not consistent with our estimates or assumptions, we may be exposed to changes to earned and unearned revenue that could be material. We do not offer refund privileges for unused prepaid services.
 
Revenue associated with some of our fixed-price engineering services arrangements is recognized when the services are rendered, typically on a proportional performance method of accounting based on our estimate of total costs expected to complete the contract, and the related costs are expensed as incurred. We recognize revenue on cost-plus-fixed-fee arrangements to the extent of actual costs incurred plus an estimate of the applicable fees earned, where such estimated fees are determined using a proportional performance method calculation. If actual results are not consistent with our estimates or assumptions, we may be exposed to changes to earned and unearned revenue that could be material to our results of operations.
 
Stock-Based Compensation
 
We account for stock-based compensation, which consists of stock options and restricted stock units, based on the grant date estimated fair value. In the case of restricted stock units, grant date fair value is equal to the closing price of our common stock on the date of grant. In the case of stock options, grant date fair value is calculated using the Black-Scholes option pricing model. We recognize stock-based compensation on a straight-line basis over the requisite service period. The Black-Scholes option pricing model requires us to make several assumptions, including expected volatility and expected term of the options. If any of the assumptions we use in the Black-Scholes option pricing model were to change significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those awards expected to vest. We estimate the forfeiture rate based on historical experience. To the extent our actual forfeiture rate is different from our estimate, stock-based compensation expense is adjusted accordingly.
 
Warranty Expenses
 
We estimate a provision for product returns under our standard warranty policies when it is probable that a loss has been incurred. A warranty liability is maintained based on historical experience of warranty costs and expected occurrences of warranty claims on equipment. If actual results are not consistent with our estimates or assumptions, we may be exposed to changes to cost of subscriber equipment sales that could be material to our results of operations.
 
Income Taxes
 
We account for income taxes using the asset and liability approach. This approach requires that we recognize deferred tax assets and liabilities based on differences between the financial statement bases and tax bases of our assets and liabilities. Deferred tax assets and liabilities are recorded based upon enacted tax rates for the period in which the deferred tax items are expected to reverse.  Changes in tax laws or tax rates in various jurisdictions are reflected in the period of change.  Significant judgment is required in the calculation of our tax provision and the resulting tax liabilities as well as our ability to realize our deferred tax assets. Our estimates of future taxable income and any changes to such estimates can significantly impact our tax provision in a given period.  Significant judgment is required in determining our ability to realize our deferred tax assets related to federal, state and foreign tax attributes within their carryforward periods including estimating the amount and timing of the future reversal of deferred tax items in our projections of future taxable income. A valuation allowance is established to reduce deferred tax assets to the amounts we expect to realize in the future. We also recognize tax benefits related to uncertain tax positions only when we estimate that it is “more likely than not” that the position will be sustainable based on its technical merits. If actual results are not consistent with our estimates and assumptions, this may result in material changes to our income tax provision.
 
Long-Lived Assets
 
We assess the recoverability of long-lived assets when indicators of impairment exist. We assess the possibility of impairment by comparing the carrying amounts of the assets to the estimated undiscounted future cash flows expected to be generated by those assets. If we determine that an asset is impaired, we estimate the impairment loss by determining the excess of the asset’s carrying amount over its estimated fair value. Estimated fair value is based on market prices, when available, or various other valuation techniques. These techniques often include estimates and assumptions with respect to future cash flows and incremental borrowing rates. If actual results are not consistent with our estimates and assumptions, we may be exposed to impairment losses that could be material to our results of operations.
 
 
44

 
Property and Equipment
 
Property and equipment are stated at cost, less accumulated depreciation and amortization. Property, equipment and intangible assets with finite lives are depreciated or amortized over their estimated useful lives. We apply judgment in determining the useful lives based on factors such as engineering data, our long-term strategy for using the assets, contractual terms related to the assets, laws and regulations that could impact the useful lives of the assets and other economic factors. In evaluating the useful lives of our satellites, we assess the current estimated operational life of the satellites, including the potential impact of environmental factors on the satellites, ongoing operational enhancements and software upgrades. Additionally, we review engineering data relating to the operation and performance of our satellite network.
 
We depreciate our satellites over the shorter of their potential operational life or the period of their expected use. The appropriateness of the useful lives is evaluated on a quarterly basis. Satellites are depreciated on a straight-line basis through the earlier of the estimated remaining useful life or the date they are expected to be replaced by Iridium NEXT satellites, which defines the period of their expected use, because we expect this will occur before the end of their operational lives. Based on the current launch schedule, we expect Iridium NEXT satellites to begin deployment in 2015, with the final launch expected to occur by mid-2017. If actual operational results are not consistent with our estimates and assumptions, we may experience changes in depreciation and amortization expense that could be material to our results of operations. In the event there are changes to the launch schedule of Iridium NEXT satellites, the period of intended use for our current satellites could be impacted, also resulting in changes to depreciation and amortization expense that could be material to our results of operations.
 
Assets under construction primarily consist of costs incurred associated with the design, development and launch of the Iridium NEXT satellites, upgrades to our current infrastructure and ground systems and internal software development costs. Once these assets are placed in service, they will then be depreciated using the straight-line method over their respective estimated useful lives. We capitalize interest on our Credit Facility during the construction period of Iridium NEXT. Capitalized interest is added to the cost of our next-generation satellites.
 
Recoverability of Goodwill and Intangible Assets with Indefinite Lives
 
Goodwill
 
We assess the recoverability of goodwill on an annual basis or when indicators of impairment exist such as significant changes in the business climate of our industry, operating performance indicators or competition. Goodwill impairment is determined using a two-step process.  The first step involves a comparison of the estimated fair value of a reporting unit to its carrying amount, including goodwill.  If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary.  If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed.  To measure the amount of impairment loss, if any, we determine the implied fair value of goodwill in the same manner as the amount of goodwill recognized in a business combination. Specifically, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.
 
We operate in a single reporting unit and we assess the possibility of impairment by comparing the carrying amount of the reporting unit to its estimated fair value.  The most recent annual assessment of goodwill and indefinite-lived intangible assets was performed on October 1, 2013, (the “2013 Analysis”).  We determined the estimated fair value of our reporting unit based on a combination of a market approach using comparable public companies (guideline company method) and the income approach using discounted cash flows, consistent with the approach we utilized in our analysis performed in 2012. These valuation techniques involve the use of estimates and assumptions. We believe that the assumptions and estimates used to determine the estimated fair value of our reporting unit are reasonable. However, these estimates are inherently subjective and there are a number of factors, including factors outside of our control, that could cause actual results to differ from our estimates.  Changes in estimates and assumptions could have a significant impact on whether or not an impairment charge is recognized and also the magnitude of any such charge.  Any changes to our key assumptions about our businesses and our prospects, timing or amounts of projected cash flows, or changes in market conditions, could cause the fair value of our reporting unit to fall below its carrying value, resulting in a potential impairment charge.
 
The key assumptions used in the 2013 Analysis included: (i) cash flow projections through 2025, which include assumptions relative to forecasted service revenue, equipment revenue, engineering and support service revenue, hosted payload revenue, operating expenses and Iridium NEXT capital expenditures; (ii) a discount rate of 10.0% applied to the cash flow projections, which was based on the weighted average cost of capital adjusted for the risks associated with the business; (iii) selection of comparable companies used in the market approach; (iv) assumptions in weighting the results of the income approach and the market approach valuation techniques; and (v) expected distributions from Aireon. Based on the results of the first step of the 2013 Analysis, the estimated fair value of the reporting unit exceeded the carrying value.  As such, the second step of the goodwill impairment test was not required and no impairment charge was recorded during the period.  In future periods, if actual results are not consistent with our estimates and assumptions, we may be exposed to impairment losses that could be material to our results of operations.
 
 
45

 
Intangible Assets Not Subject to Amortization
 
A portion of our intangible assets consists of our spectrum licenses and trade names which are indefinite-lived intangible assets. We reevaluate the indefinite life determination for these assets periodically to determine whether events and circumstances continue to support an indefinite life.
 
We assess the recoverability of indefinite-lived assets on an annual basis or when indicators of impairment exist. We assess the possibility of impairment by comparing the carrying amount of the asset to its estimated fair value. If the estimated fair value of the indefinite-lived asset is less than the carrying amount, an impairment loss is recognized. We make assumptions and apply judgment in estimating the fair value based on quoted market prices and various other valuation techniques, including replacement costs, discounted cash flows methods and other market multiple analyses. The various valuation techniques require significant assumptions about future cash flows, replacement cost, revenue growth, capital expenditures, working capital fluctuations, asset life and incremental borrowing rates. If actual results are not consistent with our estimates and assumptions, we may be exposed to impairment losses that could be material to our results of operations. Based on the results of the 2013 Analysis, the fair value of the indefinite-lived assets was greater than the carrying value. As such, no impairment charge was recorded during the period.
 
 Internally Developed Software
 
We capitalize the costs of acquiring, developing and testing software to meet our internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when the preliminary project stage is complete and it is probable that the project will be completed and used to perform the function intended. Capitalized costs include external direct cost of materials and services consumed in developing or obtaining internal-use software as well as payroll and payroll-related costs for employees who are directly associated with, and devote time to, the internal-use software project. Capitalization of these costs ceases no later than the point in time at which the project is substantially complete and ready for its intended use. Internal use software costs are amortized once the software is placed in service using the straight-line method over periods ranging from three to seven years. Judgments and estimates are required in the calculation of capitalized development costs. We evaluate and estimate, based on engineering data, when the preliminary project stage is completed and the point when the project is substantially complete and ready for use.
 
Deferred Financing Costs
 
Direct and incremental costs incurred in connection with securing debt financing are deferred on our balance sheet and amortized as additional interest expense using an effective interest method over the term of the related debt. The effective interest rate calculation requires us to make assumptions and estimates in determining estimated periodic interest expense. The calculation includes assumptions and estimates with respect to future borrowing dates and amounts, repayment dates and amounts, and projected future LIBOR rates. If actual borrowing amounts and dates, repayment amounts and dates, and future LIBOR rates are not consistent with our estimates or assumptions, we may be exposed to changes that could be material to our property and equipment, net balance (since we are capitalizing interest expense as part of the cost of Iridium NEXT), deferred financing costs balance, depreciation expense, interest expense, income from operations and net income.
 
 
46

 
Comparison of Our Results of Operations for the Year Ended December 31, 2013 and the Year Ended December 31, 2012
 
 
Year Ended December 31,
 
 
 
 
 
 
 
 
 
 
 
 
% of Total
 
 
 
 
 
% of Total
 
 
Change
 
($ in thousands)
 
2013
 
Revenue
 
 
2012
 
Revenue
 
 
Dollars
 
Percent
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Service revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
 
$
232,928
 
61
%
 
$
211,741
 
55
%
 
$
21,187
 
10
%
Government
 
 
59,164
 
15
%
 
 
61,750
 
16
%
 
 
(2,586)
 
(4)
%
Total service revenue
 
 
292,092
 
76
%
 
 
273,491
 
71
%
 
 
18,601
 
7
%
Subscriber equipment
 
 
73,303
 
19
%
 
 
93,866
 
25
%
 
 
(20,563)
 
(22)
%
Engineering and support services
 
 
17,254
 
5
%
 
 
16,163
 
4
%
 
 
1,091
 
7
%
Total revenue
 
 
382,649
 
100
%
 
 
383,520
 
100
%
 
 
(871)
 
0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services (exclusive of
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
depreciation and amortization)
 
 
59,346
 
16
%
 
 
60,937
 
16
%
 
 
(1,591)
 
(3)
%
Cost of subscriber equipment
 
 
52,062
 
14
%
 
 
53,285
 
14
%
 
 
(1,223)
 
(2)
%
Research and development
 
 
11,149
 
3
%
 
 
15,525
 
4
%
 
 
(4,376)
 
(28)
%
Selling, general and administrative
 
 
75,218
 
19
%
 
 
67,589
 
18
%
 
 
7,629
 
11
%
Depreciation and amortization
 
 
74,980
 
19
%
 
 
81,110
 
21
%
 
 
(6,130)
 
(8)
%
Total operating expenses
 
 
272,755
 
71
%
 
 
278,446
 
73
%
 
 
(5,691)
 
(2)
%
Operating income
 
 
109,894
 
29
%
 
 
105,074
 
27
%
 
 
4,820
 
5
%
Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income, net
 
 
2,276
 
1
%
 
 
1,072
 
0
%
 
 
1,204
 
112
%
Undrawn credit facility fees
 
 
(7,708)
 
(2)
%
 
 
(10,232)
 
(2)
%
 
 
2,524
 
(25)
%
Other income (expense), net
 
 
6,003
 
1
%
 
 
(896)
 
0
%
 
 
6,899
 
(770)
%
Total other income (expense)
 
 
571
 
0
%
 
 
(10,056)
 
(2)
%
 
 
10,627
 
(106)
%
Income before income taxes
 
 
110,465
 
29
%
 
 
95,018
 
25
%
 
 
15,447
 
16
%
Provision for income taxes
 
 
(47,948)
 
(13)
%
 
 
(30,387)
 
(8)
%
 
 
(17,561)
 
58
%
Net income
 
$
62,517
 
16
%
 
$
64,631
 
17
%
 
$
(2,114)
 
(3)
%
 
Revenue
 
Total revenue remained relatively flat at $382.6 million for the year ended December 31, 2013 compared to $383.5 million for the prior year. This slight decrease in total revenue was primarily due to a large decrease in subscriber equipment sales. This decrease was largely offset by increases in commercial service revenue, due to an increase in access fee revenue resulting from targeted price increases, an increase in revenue from prepaid e-vouchers resulting from the change in our prepaid airtime policy effective in 2013 and an increase in billable subscribers.
 
Commercial Service Revenue
 
 
 
Year Ended
 
Year Ended
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 
December 31, 2012
 
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
 
$
184.0
 
340
 
$
46
 
$
170.9
 
332
 
$
45
 
$
13.1
 
8
 
$
1
 
Commercial M2M data
 
 
48.9
 
273
 
 
16
 
 
40.8
 
228
 
 
17
 
 
8.1
 
45
 
 
(1)
 
Total
 
$
232.9
 
613
 
 
 
 
$
211.7
 
560
 
 
 
 
$
21.2
 
53
 
 
 
 
  
(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.
 
 
47

 
The increase in commercial voice and data revenue was principally due to an increase in access fee revenue resulting from targeted price increases, an increase in revenue from prepaid e-vouchers resulting from the change in our prepaid airtime policy effective in 2013 and an increase in billable subscribers. These increases were partially offset by declines in telephony usage.
 
Commercial M2M data revenue growth was driven principally by an increase in the billable subscriber base. Commercial M2M data ARPU decreased by $1 compared to the prior year due to the growth in subscribers using plans that generate lower revenue per user. We anticipate an increase in M2M data revenues and a decrease in M2M data ARPU in 2014 as we expect to continue to experience further growth in our subscriber base with many subscribers utilizing lower ARPU plans.
 
Government Service Revenue
 
 
 
Year Ended
 
Year Ended
 
 
 
 
 
 
 
 
December 31, 2013
 
December 31, 2012
 
Change
 
 
 
(Revenue in millions and subscribers in thousands)
 
 
 
 
 
 
Billable
 
 
 
 
Billable
 
 
 
 
Billable
 
 
 
Revenue
 
Subscribers (1)
 
Revenue
 
Subscribers (1)
 
Revenue
 
Subscribers
 
Government service revenue
 
$
59.2
 
51
 
$
61.8
 
51
 
$
(2.6)
 
-
 
 
(1)     Billable subscriber numbers shown are at the end of the respective period.
 
We provide Iridium airtime and airtime support to U.S. government and other authorized customers pursuant to our Enhanced Mobile Satellite Services, or EMSS, contract managed by the Defense Information Systems Agency, or DISA. The EMSS contract, entered into in April 2008, provided for a one-year base term and four additional one-year options, all of which were exercised at the election of the U.S. government. After the exercise of all available optional contract extensions, the EMSS contract as signed in April 2008 expired. Effective October 22, 2013, we executed a new five-year EMSS contract. Under the terms of this new agreement, authorized customers will continue to utilize Iridium airtime services, provided through the DoD’s dedicated gateway. These services will include unlimited global secure and unsecure voice, low and high-speed data, paging, and Distributed Tactical Communications System, or DTCS, services for an unlimited number of DoD and other federal subscribers. DTCS is a service that provides beyond-line-of-sight, push-to-talk tactical radio service for user-defined groups. The fixed-price rates in each of the five contract years, which run from October 22 through the following October 21 of each year, are $64 million and $72 million in years one and two, respectively, and $88 million in each of the years three through five.
 
Government service revenue decreased from $61.8 million to $59.2 million principally due to a $3.0 million decline in revenue during the first nine months of 2013. This $3.0 million decline was primarily due to a reduction in telephony billable subscribers. Government service revenues for the fourth quarter of 2013 increased to $15.6 million from $15.2 million in the prior year period as a result of the execution of the new EMSS contract. Under this contract, revenue is a fixed monthly amount and is no longer based on subscribers or ARPU. For this and future comparative periods, ARPU will not be presented, as it is no longer a relevant government service revenue metric. Government service revenue under this contract is a fixed monthly amount, 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 this agreement may be provided in future periods at an amount mutually agreed upon by both parties. We anticipate government service revenue for 2014 will exceed 2013 government service revenue results.
 
Subscriber Equipment Revenue
 
Subscriber equipment revenue decreased 22% to $73.3 million for the year ended December 31, 2013 compared to $93.9 million for the year ended December 31, 2012. The decrease in subscriber equipment revenue was primarily due to lower handset sales.
 
Engineering and Support Service Revenue
 
 
Year Ended
 
Year Ended
 
 
 
 
 
December 31, 2013
 
December 31, 2012
 
Change
 
 
 
(In millions)
 
Government
 
$
15.5
 
$
15.0
 
$
0.5
 
Commercial
 
 
1.8
 
 
1.2
 
 
0.6
 
Total
 
$
17.3
 
$
16.2
 
$
1.1
 
 
Engineering and support service revenue increased by $1.1 million, or 7%, from the prior year primarily due to the execution of new government-sponsored contracts during the second half of 2013 related to gateway modernization efforts as we transition to Iridium NEXT capabilities. We anticipate an increase in the scope of work for government contracts in 2014 resulting in overall growth in engineering and support service revenue compared to 2013.
 
 
48

 
Operating Expenses
 
Total operating expenses decreased by 2% to $272.8 million for the year ended December 31, 2013 from $278.5 million for the prior year. This decrease was primarily due to decreased research and development expenses as well as decreased depreciation and amortization partially offset by increased selling, general and administrative 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 by 3% to $59.3 million for the year ended December 31, 2013 from $60.9 million for the year ended December 31, 2012 primarily due to a decline in operations and maintenance costs related to our existing constellation as we continue to focus on Iridium NEXT development efforts.
 
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.
 
Cost of subscriber equipment decreased by 2% to $52.1 million for the year ended December 31, 2013 from $53.3 million for the prior year primarily due to the decrease in unit sales, corresponding to the decline in subscriber equipment revenue discussed above. This decrease was partially offset by a $6.9 million increase in warranty expense recorded during 2013 related to higher warranty claims and other warranty-related initiatives for the Iridium Pilot terminals. In addition, during the year ended December 31, 2013, we recorded a $1.5 million expense for excess and obsolete inventory primarily related to Iridium 9505 handset accessories. No similar charge was incurred during 2012.
 
Research and Development
 
Research and development expenses decreased by 28% to $11.1 million for the year ended December 31, 2013 from $15.5 million for the prior year primarily due to decreases in research and development projects associated with Iridium NEXT.
 
Selling, General and Administrative
 
Selling, general and administrative expenses include sales and marketing costs as well as legal, finance, information technology, facilities, billing and customer care expenses.
 
Selling, general and administrative expenses increased by 11% to $75.2 million for the year ended December 31, 2013 from $67.6 million for the prior year primarily due to an increase in employee-related costs and professional fees, partially offset by the reversal of $0.7 million of bad debt expense originally recorded in 2012.
 
Depreciation and Amortization
 
Depreciation and amortization expenses decreased by 8% to $75.0 million for the year ended December 31, 2013 from $81.1 million for the prior year. During the second quarter of 2012, we updated our analysis of the current satellite constellation’s health and the remaining useful life. Based on the results of this analysis, we estimate that our current constellation of satellites will be operational for longer than previously expected. As a result, the estimated useful life of the current constellation was extended and is consistent with the expected deployment of Iridium NEXT. This change in estimated useful life was only effective for three quarters in 2012 but was effective for all four quarters of 2013, which resulted in a decrease in depreciation expense for the year ended December 31, 2013 when compared to the prior year. Additionally, the year-over-year decrease was due to a $2.0 million impairment charge within depreciation expense related to the impairment of an in-orbit satellite with which we lost communication during 2012. No such impairment occurred in 2013. During January 2014, we lost communication with one of our in-orbit satellites. As a result, an impairment charge of $0.9 million will be included in our first quarter 2014 results. We do not believe the loss of this single satellite has a material impact on the useful life of our current satellite constellation. We will continue to evaluate the useful life of our current satellites on an ongoing basis through full deployment and activation of Iridium NEXT.
 
 
49

 
Other Expense
 
Interest Income, Net
 
Interest income, net, increased to $2.3 million for the year ended December 31, 2013 from $1.1 million for the prior year primarily due to our investment of excess cash in marketable securities beginning in the first quarter of 2013. Our marketable securities yield higher interest income than our operating cash accounts.
 
Undrawn Credit Facility Fees
 
The commitment fee on the undrawn portion of the Credit Facility was $7.7 million for the year ended December 31, 2013 compared to $10.2 million for the prior year. The decrease of the commitment fee on the undrawn portion directly relates to the increase in the amounts borrowed under the Credit Facility as we finance the development of Iridium NEXT. As we continue to draw additional amounts under the Credit Facility, the undrawn portion and related fees will decrease.
 
Other Income (Expense), net
 
Other income (expense), net increased to $6.0 million of income for the year ended December 31, 2013 from $0.9 million of expense for the prior year. This increase was primarily due to a favorable litigation result, which resulted in the recognition of a previously deferred $10 million hosted payload customer deposit. This increase was partially offset by our share of the loss from our equity method investment in Aireon, which increased compared to the prior year. Following NAV CANADA’s purchase of Aireon preferred membership interests on November 19, 2012, Aireon is now accounted for as an equity method investment within our financial statements, and our investment is included within other assets on the consolidated balance sheet. Prior to November 19, 2012, we consolidated Aireon’s results with our results as a wholly owned subsidiary.
 
Provision for Income Taxes
 
For the year ended December 31, 2013, our income tax provision was $47.9 million compared to $30.4 million for the prior year. Our effective tax rate was approximately 43.4% for the year ended December 31, 2013 compared to 32.0% for the prior year.  The change in the income tax provision and effective tax rate was primarily related to the decrease in the impact of the benefit of the Arizona tax law changes recognized in 2012, an increase in the valuation allowance on our Arizona net operating losses, an increase in our overall state tax expense, and an increase in our income before income taxes compared to the prior year.  As our current estimates change in future periods, the impact on the deferred tax assets and liabilities may change correspondingly.
 
Net Income
 
Net income was $62.5 million for the year ended December 31, 2013, a decrease of 3%, or $2.1 million, from the prior year. This decline in net income was primarily driven by a $17.6 million increase in the provision for income taxes.  The change in the income tax provision was primarily due to the decrease in the impact of the benefit of the Arizona tax law changes recognized in 2012, an increase in the valuation allowance on our Arizona net operating losses, an increase in our overall state tax expense and an increase in our income before tax compared to the prior year period.  Also contributing to the decline in net income was a $7.6 million increase in selling general and administrative costs primarily for employee related costs and professional fees.  These year-over-year decreases to net income were partially offset by the recognition of a previously deferred $10 million hosted payload customer deposit, a $6.1 million decrease in depreciation and amortization expense primarily resulting from the change in the estimated useful lives of our satellites, and a $4.4 million decrease in research and development due to decreases in research and development projects associated with Iridium NEXT.
 
 
50

 
Comparison of Our Results of Operations for the Year Ended December 31, 2012 and Combined Results of Operations for the Year Ended December 31, 2011
 
 
 
Year Ended December 31,
 
 
 
 
 
 
 
 
 
 
% of Total
 
 
 
 
% of Total
 
 
Change
 
($ in thousands)
 
2012
 
Revenue
 
 
2011
 
Revenue
 
 
Dollars
 
Percent
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Services
 
$
273,491
 
71
%
 
$
262,322
 
68
%
 
$
11,169
 
4
%
Subscriber equipment
 
 
93,866
 
25
%
 
 
94,709
 
25
%
 
 
(843)
 
(1)
%
Engineering and support services
 
 
16,163
 
4
%
 
 
27,276
 
7
%
 
 
(11,113)
 
(41)
%
Total revenue
 
 
383,520
 
100
%
 
 
384,307
 
100
%
 
 
(787)
 
0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services (exclusive of
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
depreciation and
amortization)
 
 
60,937
 
16
%
 
 
71,181
 
19
%
 
 
(10,244)
 
(14)
%
Cost of subscriber equipment
 
 
53,285
 
14
%
 
 
54,113
 
14
%
 
 
(828)
 
(2)
%
Research and development
 
 
15,525
 
4
%
 
 
18,684
 
5
%
 
 
(3,159)
 
(17)
%
Selling, general and administrative
 
 
67,589
 
18
%
 
 
65,682
 
17
%
 
 
1,907
 
3
%
Depreciation and amortization
 
 
81,110
 
21
%
 
 
97,646
 
25
%
 
 
(16,536)
 
(17)
%
Total operating expenses
 
 
278,446
 
73
%
 
 
307,306
 
80
%
 
 
(28,860)
 
(9)
%
Operating income
 
 
105,074
 
27
%
 
 
77,001
 
20
%
 
 
28,073
 
36
%
Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income, net
 
 
1,072
 
0
%
 
 
1,200
 
0
%
 
 
(128)
 
(11)
%
Undrawn credit facility fees
 
 
(10,232)
 
(2)
%
 
 
(12,524)
 
(3)
%
 
 
2,292
 
(18)
%
Other expense, net
 
 
(896)
 
0
%
 
 
(96)
 
0
%
 
 
(800)
 
833
%
Total other expense
 
 
(10,056)
 
(2)
%
 
 
(11,420)
 
(3)
%
 
 
1,364
 
(12)
%
Income before income taxes
 
 
95,018
 
25
%
 
 
65,581
 
17
%
 
 
29,437
 
45
%
Provision for income taxes
 
 
(30,387)
 
(8)
%
 
 
(24,546)
 
(6)
%
 
 
(5,841)
 
24
%
Net income
 
$
64,631
 
17
%
 
$
41,035
 
11
%
 
$
23,596
 
58
%
 
Revenue
 
Total revenue remained flat year-over-year due to an increase in service revenue offset by a decrease in engineering and support services revenue. Billable subscribers at December 31, 2012 were approximately 611,000, an increase of 17% from December 31, 2011. Growth in billable subscribers drove growth in commercial services revenue. However, commercial services revenue increased only 7% despite an 18% growth in subscribers due to declines in usage revenue per subscriber in 2012 as compared to 2011, which led to lower ARPU both for commercial voice and data services and for commercial M2M data services. Engineering and support services revenue decreased from the prior year primarily due to a decline in scope of work for government-sponsored contracts.
 
Service Revenue
 
 
 
Service Revenue
 
 
 
(Revenue in millions and subscribers in thousands)
 
 
 
Year Ended
 
Year Ended
 
 
 
 
 
 
 
 
 
December 31, 2012
 
December 31, 2011
 
Change
 
 
 
 
 
Billable
 
 
 
 
 
Billable
 
 
 
 
 
Billable
 
 
 
 
 
Revenue
 
Subscribers (1)
 
ARPU (2)
 
Revenue
 
Subscribers (1)
 
ARPU (2)
 
Revenue
 
Subscribers
 
ARPU
 
Commercial voice and data
 
$
170.9
 
332
 
$
45
 
$
167.5
 
307
 
$
48
 
$
3.4
 
25
 
$
(3)
 
Commercial M2M data
 
 
40.8
 
228
 
 
17
 
 
30.5
 
168
 
 
18
 
 
10.3
 
60
 
 
(1)
 
Total
 
 
211.7
 
560
 
 
 
 
 
198.0
 
475
 
 
 
 
 
13.7
 
85
 
 
 
 
Government voice and data
 
 
58.9
 
36
 
 
135
 
 
62.0
 
37
 
 
141
 
 
(3.1)
 
(1)
 
 
(6)
 
Government M2M data
 
 
2.9
 
15
 
 
18
 
 
2.3
 
11
 
 
21
 
 
0.6
 
4
 
 
(3)
 
Total
 
 
61.8
 
51
 
 
 
 
 
64.3
 
48
 
 
 
 
 
(2.5)
 
3
 
 
 
 
Total
 
$
273.5
 
611
 
 
 
 
$
262.3
 
523
 
 
 
 
$
11.2
 
88
 
 
 
 
 
(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.
 
Service revenue was $273.5 million for the year ended December 31, 2012, an increase of 4% from the prior year, primarily due to growth in billable subscribers, partially offset by decreases in usage revenue per subscriber and the resulting declines in ARPU.
 
 
51

 
The increase in commercial voice and data revenue was principally due to growth related to our higher-ARPU Iridium OpenPort, our broadband data maritime service, and increased revenue from prepaid services. These increases were partially offset by decreases in ARPU due to a decline in average minutes of use per post-paid subscriber.
 
Commercial M2M data revenue growth was driven principally by an increase in the billable subscriber base. Commercial M2M data ARPU decreased by $1 over the prior year due to the growth in subscribers using plans that generate lower revenue per unit.
 
Government voice and data revenue decreased principally due to a decline in billable voice subscribers combined with a decrease in ARPU. Government voice ARPU decreased due to a higher proportion of billable subscribers on the lower-priced plans for Netted Iridium®, a service that provides beyond-line-of-sight, push-to-talk tactical radio service for user-defined groups. The increase in government M2M data revenue was driven primarily by billable subscriber growth. Government M2M data ARPU decreased compared to the prior year primarily due to growth in subscribers using plans that generate lower revenue per unit.
 
Engineering and Support Service Revenue

 
 
Engineering and Support Service Revenue
 
 
 
(In millions)
 
 
 
Year Ended
 
Year Ended
 
 
 
 
 
December 31, 2012
 
December 31, 2011
 
Change
 
Government
 
$
15.0
 
$
25.9
 
$
(10.9)
 
Commercial
 
 
1.2
 
 
1.4
 
 
(0.2)
 
Total
 
$
16.2
 
$
27.3
 
$
(11.1)
 
 
Engineering and support service revenue decreased by $11.1 million, or 41%, from the prior year primarily due to a decline in the scope of work for our government-sponsored contracts.
 
Operating Expenses
 
Total operating expenses decreased by 9% to $278.5 million for the year ended December 31, 2012 from $307.3 million for the prior year. This decrease was primarily due to decreased cost of services and decreased depreciation and amortization.
 
Cost of Services (exclusive of depreciation and amortization)
 
Cost of services (exclusive of depreciation and amortization) decreased by 14% to $60.9 million for the year ended December 31, 2012 from $71.2 million for the year ended December 31, 2011 primarily due to the decline in the scope of work for our government-sponsored engineering and support contracts, which had corresponding impacts on both revenue and cost of services.
 
Research and Development
 
Research and development expenses decreased by 17% to $15.5 million for the year ended December 31, 2012 from $18.7 million for the prior year primarily due to research and development costs incurred in 2011 related to the development of the Iridium Extreme, which did not recur in 2012.
 
Selling, General and Administrative
 
Selling, general and administrative expenses increased by 3% to $67.6 million for the year ended December 31, 2012 from $65.7 million for the prior year primarily due to a $1.0 million increase in employee-related costs and a $0.7 million increase in bad debt expense related to a potentially uncollectible portion of an outstanding receivable balance.
 
Depreciation and Amortization
 
Depreciation and amortization expenses decreased by 17% to $81.1 million for the year ended December 31, 2012 from $97.6 million for the prior year. The decrease was driven by the increase in the estimated useful lives of our satellites, which resulted in a $19.6 million decrease in depreciation expense for 2012 compared to the prior year. This decrease was partially offset by a $2.0 million impairment charge within depreciation expense related to the impairment of an in-orbit satellite with which we lost communication during the third quarter of 2012.
 
 
52

 
Other Expense
 
Undrawn Credit Facility Fees
 
The commitment fee on the undrawn portion of the Credit Facility was $10.2 million for the year ended December 31, 2012 compared to $12.5 million for the prior year. The decrease of the commitment fee on the undrawn portion directly relates to the increase in the amounts borrowed under the Credit Facility as we finance the development of Iridium NEXT.
 
Other Expense, net
 
Other expense, net increased to $0.9 million for the year ended December 31, 2012 from $0.1 million for the prior year. The increase resulted from our share of the loss from our equity method investment in Aireon from November 19, 2012 through December 31, 2012. Following NAV CANADA’s purchase of Aireon preferred membership interests in November 2012, Aireon is now accounted for as an equity method investment within our financial statements, and our investment is included within other assets on the consolidated balance sheet. Prior to November 19, 2012, we consolidated Aireon’s results with our results as a wholly owned subsidiary. As our equity investment in Aireon did not commence until 2012, there were no similar amounts in the prior year.
 
Provision for Income Taxes
 
For the year ended December 31, 2012, our income tax provision was $30.4 million compared to $24.5 million for the prior year. Our effective tax rate was approximately 32.0% for the year ended December 31, 2012 compared to 37.4% for the prior year period. The increase in the income tax provision was primarily related to an increase in our income before income taxes combined with an increase related to the partial valuation allowance on our Arizona net operating losses compared to the prior year. The increase was partially offset by the increase in the net benefit related to the impact of the change in Arizona tax laws compared to the prior years. The decrease in our effective tax rate was primarily due to the Arizona law change described above.
 
Net Income
 
Net income was $64.6 million for the year ended December 31, 2012, an increase of 58%, or $23.6 million, from the prior year. This increase in net income was driven by a $16.5 million decline in depreciation and amortization expense primarily resulting from the change in the estimated useful lives of our satellites. Also contributing to the increase in net income was an $11.2 million increase in service revenue compared to the prior year. This increase in service revenue was driven by a 17% growth in billable subscribers, offset by usage declines and lower ARPU compared to the prior year period. These year-over-year benefits to net income were partially offset by a $5.8 million increase in the provision for income taxes, which primarily related to our increase in income before taxes combined with an increase related to the partial valuation allowance on our Arizona net operating losses compared to the prior year period.
 
Liquidity and Capital Resources
 
As of December 31, 2013, our total cash and cash equivalents balance was $186.3 million and our marketable securities balance was $76.6 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 capital expenditure needs, principally the design, build and launch of Iridium NEXT, as well as for working capital, international expansion, research and development expenses, and dividends payable on our Series A Preferred Stock.
 
We expect to fund $1.8 billion of the costs of Iridium NEXT with the Credit Facility, the material terms of which are described above under “Credit Facility.” As of December 31, 2013, we had borrowed a total of $1,039.2 million under the Credit Facility. The unused portion of the Credit Facility as of December 31, 2013 was $760.8 million. Developments in our business during the period covered by this report, including the recent slowdown in our handset business and higher projected warranty claims on our Iridium Pilot terminals and the related impact on our maritime revenues, have reduced our estimates for operational EBITDA. In addition, we now anticipate that payment of hosted payload fees from Aireon will be later than when we last amended the Credit Facility in August 2012. We have entered into discussions with our Credit Facility lenders regarding modifications to the financial covenants and other amendments to the Credit Facility. To remove any uncertainty regarding our covenant compliance while we work to get the longer-term modifications in place, we requested and received waivers from our Credit Facility lenders, providing us with additional headroom on our operational EBITDA covenant for the twelve months ended December 31, 2013 and the twelve months ending June 30, 2014 and December 31, 2014 and waiving our hosted payload cash flow covenant for the twelve months ending December 31, 2014. As of December 31, 2013, as modified by such waiver, we were in compliance with all our financial covenants. We believe that our liquidity sources will provide sufficient funds for us to meet our liquidity requirements for at least the next twelve months. We expect to fund the remainder of the costs of Iridium NEXT from cash on hand, internally generated cash flows, including potential cash flows from hosted payloads and Iridium PRIME, and with additional external debt or equity financing which we expect to be required in connection with the planned amendment of the Credit Facility.
 
 
53

 
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. We expect to need modifications to the Credit Facility from our lenders for some of the financial covenants with measurement dates beyond the next twelve months, and there can be no assurance that the lenders will agree to such modifications. We expect to be required to raise additional capital as a condition to the planned amendment. There can also be no assurance that our internally generated cash flows, including those from 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 is higher than anticipated, we will need further external funding. Our ability to obtain additional funding may be adversely affected by a number of factors, including global economic conditions, and we cannot assure you that we will be able to obtain such funding 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 are also dependent 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 are converted into shares of our common stock, we will be required to pay aggregate cash dividends of $1.75 million. We expect to satisfy dividend requirements, if and when declared, from internally generated cash flows.
 
Under the terms of the Credit Facility, we were required to maintain a minimum cash reserve for debt service of $81.0 million as of December 31, 2013, which is classified as restricted cash on the accompanying consolidated balance sheet. This minimum cash reserve requirement will increase over the term of the Credit Facility to $189.0 million at the beginning of the repayment period, which is expected to be in 2017. In addition to the minimum debt service levels, we are required to meet the following financial covenants under the Credit Facility:
 
· 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 consolidated operational EBITDA levels for the 12-month periods ending each December 31 and June 30 through June 30, 2017;
 
· specified minimum cash flow requirements from customers who have hosted payloads on our satellites during the 12-month periods ending each December 31 and June 30, beginning December 31, 2014 and ending on June 30, 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 4.75 to 1 for the twelve months ending June 30, 2017 to a ratio of 2.5 to 1 for the twelve months ending June 30, 2025.
 
Our available cash balance, as defined by the Credit Facility, was $204.0 million and $254.4 million as of December 31, 2013 and 2012, respectively. Our debt-to-equity ratio was 0.48 to 1 and 0.36 to 1 as of December 31, 2013 and 2012, respectively. We were also in compliance with the operational EBITDA and annual capital expenditure covenants set forth above as of December 31, 2013 as modified by the waivers from our Credit Facility lenders.
 
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 any 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. We note that the available cure amount, due to the complexity of its calculation, has fluctuated significantly from one measurement period to the next, and we expect that it will continue to do so. As of December 31, 2013, our level of capital expenditure was more than 45% lower than the maximum permitted capital expenditure covenant amount, without the use of any available cure amount. We received waivers from the lenders lowering the operational EBITDA level required for compliance for the twelve months ended December 31, 2013 and the twelve months ending June 30, 2014 and December 31, 2014 while we negotiate adjustments to some of the financial covenants, including operational EBITDA, and amendments to other provisions of the Credit Facility. We also had available cure amount for this period, though it was not required to maintain compliance with the lowered covenants. As modified by such waivers, we were in compliance with all applicable financial covenants as of December 31, 2013, and we expect to be in compliance with all financial covenants at each measurement point within the next twelve months.
 
 
54

 
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 FSD 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 twelve months.
 
Cash and Indebtedness
 
At December 31, 2013, our total cash equivalents balance was $186.3 million, our total marketable securities balance was $76.6 million, and we had an aggregate of $1,039.2 million of external indebtedness related to borrowings under the Credit Facility.
 
Cash Flows - Comparison of the Year Ended December 31, 2013 and the Year Ended December 31, 2012
 
The following table shows our consolidated cash flows from operating, investing and financing activities for the years ended December 31 (in millions):
 
Statement of Cash Flows
 
2013
 
2012
 
Change
 
Net cash provided by operating activities
 
$
183.0
 
$
174.0
 
$
9.0
 
Net cash used in investing activities
 
$
(485.8)
 
$
(443.5)
 
$
(42.3)
 
Net cash provided by financing activities
 
$
234.7
 
$
387.6
 
$
(152.9)
 
 
Cash Flows from Operating Activities
 
Net cash provided by operating activities for the year ended December 31, 2013 increased by $9.0 million from the prior year. This increase was primarily due to the receipt of $7.0 million in hosted payload customer deposits during 2013 and a $3.1 million income tax refund received in 2013.
 
Cash Flows from Investing Activities
 
Net cash used in investing activities for the year ended December 31, 2013 increased by $42.3 million primarily due to the net purchase of marketable securities for $77.3 million and our $5.0 million investment in Aireon in 2013. These uses of cash were partially offset by a $38.1 million decline in capital expenditures related to Iridium NEXT, including payments related to the purchase of equipment and software for our satellite, network and gateway operations.
 
Cash Flows from Financing Activities
 
Net cash provided by financing activities for the year ended December 31, 2013 decreased by $152.9 million primarily due to the receipt of $96.5 million of proceeds from the issuance of our Series A Preferred Stock during 2012; no similar proceeds were received in 2013. In addition, borrowings under our Credit Facility for the year ended December 31, 2013 were $47.2 million less than borrowings for the prior year.
 
 
55

 
Cash Flows - Comparison of the Year Ended December 31, 2012 and the Year Ended December 31, 2011
 
The following table shows our consolidated cash flows from operating, investing and financing activities for the years ended December 31 (in millions):
 
Statement of Cash Flows
 
2012
 
2011
 
Change
 
Net cash provided by operating activities
 
$
174.0
 
$
183.5
 
$
(9.5)
 
Net cash used in investing activities
 
$
(443.5)
 
$
(359.3)
 
$
(84.2)
 
Net cash provided by financing activities
 
$
387.6
 
$
192.3
 
$
195.3
 
 
Cash Flows from Operating Activities
 
Net cash provided by operating activities for the year ended December 31, 2012 decreased by $9.5 million from the prior year. This decline was primarily due to an $11.2 million strategic build-up of inventory in 2012 in order to mitigate the risk inherent with our limited number of manufacturers and a $10 million increase in other liabilities from 2010 to 2011 that did not recur in 2012 related to a customer deposit still held as of December 31, 2012. These declines were partially offset by a $10.2 million operating cash inflow resulting from improved service revenue margins and a $3.2 million decline in research and development costs.
 
Cash Flows from Investing Activities
 
Net cash used in investing activities for the year ended December 31, 2012 increased primarily due to $82.3 million of increased capital expenditures related to Iridium NEXT, including payments related to the purchase of equipment and software for our satellite, network and gateway operations.
 
Cash Flows from Financing Activities
 
Net cash provided by financing activities for the year ended December 31, 2012 increased primarily due to the 2012 issuance of Series A Preferred Stock for proceeds of $96.5 million net of issuance costs, the Motorola note repayment of $22.2 million in 2011 which did not recur in 2012, a $59.7 million increase in borrowings under the Credit Facility, and an $11.3 million decrease in payments of deferred financing fees.
 
Contractual Obligations and Commitments
 
The following table summarizes our outstanding contractual obligations as of December 31, 2013 (in millions):
 
 
 
Less than
 
 
 
 
 
 
 
More than
 
 
 
 
Contractual Obligations
 
1 year
 
1-3 Years
 
3-5 years
 
5 years
 
Total
 
Payment obligations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Thales (1)
 
$
458.8
 
$
544.1
 
$
166.7
 
$
-
 
$
1,169.6
 
SpaceX
 
 
83.5
 
 
278.1
 
 
21.8
 
 
-
 
 
383.4
 
Kosmotras (2)
 
 
25.3
 
 
8.2
 
 
-
 
 
-
 
 
33.5
 
Boeing (3)
 
 
34.7
 
 
72.5
 
 
18.9
 
 
-
 
 
126.1
 
Debt obligations (4)
 
 
9.6
 
 
-
 
 
166.3
 
 
872.9
 
 
1,048.8
 
Operating lease obligations (5)
 
 
2.7
 
 
5.2
 
 
4.5
 
 
7.4
 
 
19.8
 
Uncertain tax positions (6)
 
 
0.4
 
 
-
 
 
-
 
 
-
 
 
1.3
 
Unconditional purchase obligations (7)
 
 
20.6
 
 
1.1
 
 
-
 
 
-
 
 
21.7
 
Total
 
$
635.6
 
$
909.2
 
$
378.2
 
$
880.3
 
$
2,804.2
 
 
(1) Thales obligations consist of commitments under the FSD for the design and manufacture of satellites for Iridium NEXT and will be satisfied as follows: (i) 85% of these costs will be funded by draws under the Credit Facility and (ii) 15% of these costs will be paid in cash when due.
(2) Kosmotras obligations consist of remaining payments to purchase one launch under the existing Kosmotras Agreement. The Kosmotras Agreement, as amended, provided for the purchase of up to six dedicated launches, for a total of approximately $184.3 million, and six additional launch options. Each launch can carry two satellites. In June 2013, we exercised an option for one dedicated launch to carry the first two Iridium NEXT satellites. The total cost under the contract for this single launch will be $51.8 million. As of December 31, 2013, we had made aggregate payments of $18.3 million to Kosmotras. The option to purchase three dedicated launches expired as of December 31, 2013, and the option to purchase the remaining two dedicated launches expires March 31, 2014.
(3) Boeing obligations consist of an estimated commitment related to our existing satellite systems. This estimate is based on an expected future completion date of June 2017 for Iridium NEXT. The Boeing amounts in the above table do not include contractual obligations related to Iridium NEXT because an operations and maintenance agreement for Iridium NEXT has not yet been executed.
 
 
56

 
(4) Debt obligations include amounts drawn under the Credit Facility as of December 31, 2013, which include $1,039.2 million of outstanding debt obligations, $1.6 million of accrued commitment fees on the undrawn portion of the Credit Facility and $8.0 million of accrued interest through December 31, 2013. We have not included future debt obligations or future interest costs in the table because the timing of the borrowings is unknown and there is a variable component of the interest. We have also excluded future amounts for the commitment fee, which is 0.80% per year on any undrawn portion of the Credit Facility, as the timing of additional borrowings is unknown.
(5) Operating lease obligations do not include payments to landlords covering real estate taxes, common area maintenance and other charges, as such fees are not determinable based upon the provisions of our lease agreements.
(6) As of December 31, 2013, we estimated our uncertain tax positions to be $1.3 million, including penalties and interest. We estimate that $0.4 million of our uncertain tax position will expire or be realized within the next 12 months. However, we are unable to reasonably estimate the period of the possible future payments for the remaining balance, and therefore the remaining balance has not been reflected in a specified period.
(7) Unconditional purchase obligations include our agreement with a supplier for the manufacturing of our devices and various commitments with other vendors that are enforceable, legally binding and have specified terms, including fixed or minimum quantities, minimum or variable price provisions, and a fixed timeline. Unconditional purchase obligations do not include agreements that are cancelable by us without penalty.
 
The contractual obligations table does not include future payments of dividends on the Series A Preferred Stock. Holders of Series A Preferred Stock are entitled to receive cumulative cash dividends when, as and if declared from, and including, the date of original issue at a rate of 7.00% per annum of the $100 liquidation preference per share, which is equivalent to an annual rate of $7.00 per share. Dividends are payable quarterly in arrears, on March 15, June 15, September 15 and December 15 of each year. The Series A Preferred Stock does not have a stated maturity date. Holders of Series A Preferred Stock may convert some or all of their outstanding shares to common stock at the stated conversion rate. On or after  October 3, 2017, we may at our option cause some or all of the shares of Series A Preferred Stock to be automatically converted into shares of common stock at the then prevailing conversion rate if specified conditions are satisfied. We cannot forecast the conversions, if any, of Series A Preferred Stock to common stock and thus cannot forecast with certainty the amounts of future dividend payments on outstanding Series A Preferred Stock. As of December 31, 2013, there were 1,000,000 shares of Series A Preferred Stock outstanding.
 
Off-Balance Sheet Arrangements
 
We do not currently have, nor have we had in the last three years, any relationships with unconsolidated entities or financial partnerships, such as entities referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
 
Seasonality
 
Our results of operations have been subject to seasonal usage changes for commercial customers, and our results will be affected by similar seasonality going forward. March through October are typically the peak months for commercial voice services revenue and related subscriber equipment sales. U.S. government revenue and commercial M2M revenue have been less subject to seasonal usage changes.
 
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 
Interest income earned on our cash and cash equivalent balances is subject to interest rate fluctuations. For the year ended December 31, 2013, a one-half percentage point increase or decrease in interest rates would not have had a material effect on our interest income.
 
The fixed price under the FSD with Thales is denominated in U.S. dollars. As a result, we do not bear any foreign currency exchange risk under the FSD.
 
We entered into the Credit Facility in October 2010 and have borrowed $1,039.2 million under the Credit Facility as of December 31, 2013. A portion of the borrowings under the Credit Facility bears interest at a floating rate equal to the 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 year ended December 31, 2013, a one-half percentage point increase or decrease in the LIBOR would have changed our interest cost by less than $0.1 million for the year.
 
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, as well as accounts receivable. We maintain our cash and cash equivalents with financial institutions with high credit ratings and at times maintain the balance of our deposits in excess of federally insured limits. The majority of our cash is swept nightly into a money market fund invested in U.S. treasuries, Agency Mortgage Backed Securities and/or U.S. government guaranteed debt. 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.
 
We also currently hold marketable securities consisting of commercial paper and fixed-income debt securities.  As of December 31, 2013, a 100 basis point change in interest rates would not have a material impact on the fair value of our marketable securities.
 
 
57

 
 
Item 8.   Financial Statements and Supplementary Data
 
 
Page
Iridium Communications Inc.:
 
Report of Independent Registered Public Accounting Firm
59
Consolidated Balance Sheets
60
Consolidated Statements of Operations and Comprehensive Income
61
Consolidated Statements of Changes in Stockholders’ Equity
62
Consolidated Statements of Cash Flows
63
Notes to Consolidated Financial Statements
65
 
 
58

 
 
Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Stockholders of Iridium Communications Inc.
 
We have audited the accompanying consolidated balance sheets of Iridium Communications Inc. as of December 31, 2013 and 2012, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Iridium Communications Inc. at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Iridium Communications Inc.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated March 4, 2014, expressed an unqualified opinion thereon.
 
/s/ Ernst & Young LLP
 
McLean, Virginia
March 4, 2014
 
 
59

 
Iridium Communications Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
 
 
 
December 31,
 
December 31,
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
186,342
 
$
254,418
 
Marketable securities
 
 
76,647
 
 
-
 
Accounts receivable, net
 
 
54,758
 
 
56,135
 
Inventory
 
 
29,532
 
 
26,335
 
Deferred tax assets, net
 
 
9,076
 
 
21,160
 
Income tax receivable
 
 
685
 
 
4,302
 
Prepaid expenses and other current assets
 
 
12,518
 
 
4,816
 
Total current assets
 
 
369,558
 
 
367,166
 
Property and equipment, net
 
 
1,575,579
 
 
1,210,693
 
Restricted cash
 
 
81,223
 
 
54,233
 
Other assets
 
 
8,909
 
 
2,912
 
Intangible assets, net
 
 
57,452
 
 
70,502
 
Deferred financing costs
 
 
130,036
 
 
123,796
 
Goodwill
 
 
87,039
 
 
87,039
 
Total assets
 
$
2,309,796
 
$
1,916,341
 
 
 
 
 
 
 
 
 
Liabilities and stockholders' equity
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
 
$
12,934
 
$
13,834
 
Accrued expenses and other current liabilities
 
 
39,209
 
 
26,704
 
Interest payable
 
 
7,989
 
 
5,359
 
Deferred revenue
 
 
41,367
 
 
42,755
 
Total current liabilities
 
 
101,499
 
 
88,652
 
Accrued satellite operations and maintenance
 
 
 
 
 
 
 
expense, net of current portion
 
 
16,389
 
 
17,727
 
Credit facility
 
 
1,039,203
 
 
751,787
 
Deferred tax liabilities, net
 
 
202,825
 
 
167,821
 
Other long-term liabilities
 
 
10,385
 
 
13,796
 
Total liabilities
 
 
1,370,301
 
 
1,039,783
 
 
 
 
 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholders' equity
 
 
 
 
 
 
 
Series A Preferred Stock, $0.0001 par value, 1,000 shares authorized,
 
 
 
 
 
 
 
issued and outstanding
 
 
-
 
 
-
 
Common stock, $0.001 par value, 300,000 shares authorized and
 
 
 
 
 
 
 
76,690 and 76,461 shares issued and outstanding, respectively
 
 
77
 
 
76
 
Additional paid-in capital
 
 
801,262
 
 
793,511
 
Retained earnings
 
 
138,845
 
 
83,328
 
Accumulated other comprehensive loss, net of taxes
 
 
(689)
 
 
(357)
 
Total stockholders' equity
 
 
939,495
 
 
876,558
 
Total liabilities and stockholders' equity
 
$
2,309,796
 
$
1,916,341
 
 
See notes to consolidated financial statements
 
 
60

 
Iridium Communications Inc.
Consolidated Statements of Operations and Comprehensive Income
(In thousands, except per share amounts)
 
 
 
Year Ended
 
Year Ended
 
Year Ended
 
 
 
December 31, 2013
 
December 31, 2012
 
December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
 
Services
 
$
292,092
 
$
273,491
 
$
262,322
 
Subscriber equipment
 
 
73,303
 
 
93,866
 
 
94,709
 
Engineering and support services
 
 
17,254
 
 
16,163
 
 
27,276
 
Total revenue
 
 
382,649
 
 
383,520
 
 
384,307
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
Cost of services (exclusive of depreciation and
    amortization)
 
 
59,346
 
 
60,937
 
 
71,181
 
Cost of subscriber equipment
 
 
52,062
 
 
53,285
 
 
54,113
 
Research and development
 
 
11,149
 
 
15,525
 
 
18,684
 
Selling, general and administrative
 
 
75,218
 
 
67,589
 
 
65,682
 
Depreciation and amortization
 
 
74,980
 
 
81,110
 
 
97,646
 
Total operating expenses
 
 
272,755
 
 
278,446
 
 
307,306
 
 
 
 
 
 
 
 
 
 
 
 
Operating income
 
 
109,894
 
 
105,074
 
 
77,001
 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
 
 
 
Interest income, net
 
 
2,276
 
 
1,072
 
 
1,200
 
Undrawn credit facility fees
 
 
(7,708)
 
 
(10,232)
 
 
(12,524)
 
Other income (expense), net
 
 
6,003
 
 
(896)
 
 
(96)
 
Total other income (expense)
 
 
571
 
 
(10,056)
 
 
(11,420)
 
Income before income taxes
 
 
110,465
 
 
95,018
 
 
65,581
 
Provision for income taxes
 
 
(47,948)
 
 
(30,387)
 
 
(24,546)
 
Net income
 
 
62,517
 
 
64,631
 
 
41,035
 
Series A Preferred Stock dividends
 
 
7,000
 
 
1,692
 
 
-
 
Net income attributable to common stockholders
 
$
55,517
 
$
62,939
 
$
41,035
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding - basic
 
 
76,909
 
 
74,239
 
 
72,164
 
Weighted average shares outstanding - diluted
 
 
87,511
 
 
78,182
 
 
73,559
 
Net income attributable to common stockholders per share -
    basic
 
$
0.72
 
$
0.85
 
$
0.57
 
Net income attributable to common stockholders per share -
    diluted
 
$
0.71
 
$
0.83
 
$
0.56
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income:
 
 
 
 
 
 
 
 
 
 
Net income
 
$
62,517
 
$
64,631
 
$
41,035
 
Foreign currency translation adjustments
 
 
(322)
 
 
(132)
 
 
(315)
 
Unrealized loss on marketable securities, net of tax
 
 
(10)
 
 
-
 
 
-
 
Comprehensive income
 
$
62,185
 
$
64,499
 
$
40,720
 
 
See notes to consolidated financial statements
 
 
61

 
Iridium Communications Inc.
Consolidated Statements of Changes in Stockholders’ Equity
(In thousands)
 
 
 
Series A
 
 
 
 
 
 
 
 
 
 
Accumulated
 
Accumulated
 
 
 
 
 
 
Convertible
 
 
 
 
 
 
 
Additional
 
Other
 
Retained
 
Total
 
 
 
Preferred Stock
 
Common Stock
 
Paid-In
 
Comprehensive
 
Earnings
 
Stockholders'
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
Income (Loss)
 
(Deficit)
 
Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2010
 
 
-
 
$
-
 
 
70,254
 
$
70
 
$
675,402
 
$
90
 
$
(20,646)
 
$
654,916
 
Stock-based compensation
 
 
-
 
 
-
 
 
-
 
 
-
 
 
6,341
 
 
-
 
 
-
 
 
6,341
 
Stock issued upon exchange of
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
warrants
 
 
-
 
 
-
 
 
2,946
 
 
3
 
 
(2)
 
 
-
 
 
-
 
 
1
 
Stock issued upon exercise of stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
options
 
 
-
 
 
-
 
 
5
 
 
-
 
 
40
 
 
-
 
 
-
 
 
40
 
Net income
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
41,035
 
 
41,035
 
Cumulative translation adjustments
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
(315)
 
 
-
 
 
(315)
 
Balance at December 31, 2011
 
 
-
 
 
-
 
 
73,205
 
 
73
 
 
681,781
 
 
(225)
 
 
20,389
 
 
702,018
 
Stock-based compensation
 
 
-
 
 
-
 
 
-
 
 
-
 
 
8,150
 
 
-
 
 
-
 
 
8,150
 
Issuance of Series A Convertible
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Stock
 
 
1,000
 
 
-
 
 
-
 
 
-
 
 
96,499
 
 
-
 
 
-
 
 
96,499
 
Stock issued upon exercise of stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
warrants
 
 
-
 
 
-
 
 
1,302
 
 
1
 
 
9,113
 
 
-
 
 
-
 
 
9,114
 
Stock issued upon exchange of
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
warrants and related transaction costs
 
 
-
 
 
-
 
 
1,949
 
 
2
 
 
(2,075)
 
 
-
 
 
-
 
 
(2,073)
 
Stock issued upon exercise of stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
options
 
 
-
 
 
-
 
 
5
 
 
-
 
 
43
 
 
-
 
 
-
 
 
43
 
Net income
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
64,631
 
 
64,631
 
Dividends on Series A Preferred Stock
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
(1,692)
 
 
(1,692)
 
Cumulative translation adjustments
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
(132)
 
 
-
 
 
(132)
 
Balance at December 31, 2012
 
 
1,000
 
 
-
 
 
76,461
 
 
76
 
 
793,511
 
 
(357)
 
 
83,328
 
 
876,558
 
Stock-based compensation
 
 
-
 
 
-
 
 
-
 
 
-
 
 
7,749
 
 
-
 
 
-
 
 
7,749
 
Stock issued upon exercise of stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
warrants
 
 
-
 
 
-
 
 
1
 
 
-
 
 
4
 
 
-
 
 
-
 
 
4
 
Stock issued upon exercise of stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
options
 
 
-
 
 
-
 
 
228
 
 
1
 
 
24
 
 
-
 
 
-
 
 
25
 
Stock withheld to cover employee taxes
 
 
-
 
 
-
 
 
-
 
 
-
 
 
(26)
 
 
-
 
 
-
 
 
(26)
 
Net income
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
62,517
 
 
62,517
 
Dividends on Series A Preferred Stock
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
(7,000)
 
 
(7,000)
 
Cumulative translation adjustments
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
(322)
 
 
-
 
 
(322)
 
Unrealized loss on marketable securities,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
net of tax
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
(10)
 
 
-
 
 
(10)
 
Balance at December 31, 2013
 
 
1,000
 
$
-
 
 
76,690
 
$
77
 
$
801,262
 
$
(689)
 
$
138,845
 
$
939,495
 
 
See notes to consolidated financial statements
 
 
62

 
Iridium Communications Inc.
Consolidated Statements of Cash Flows
(In thousands)
 
 
 
Year Ended
 
Year Ended
 
Year Ended
 
 
 
December 31, 2013
 
December 31, 2012
 
December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
 
Net income
 
$
62,517
 
$
64,631
 
$
41,035
 
Adjustments to reconcile net income to net cash
    provided by operating activities:
 
 
 
 
 
 
 
 
 
 
Non-cash items included in net income:
 
 
 
 
 
 
 
 
 
 
Deferred taxes
 
 
47,095
 
 
29,549
 
 
22,563
 
Depreciation and amortization
 
 
74,980
 
 
81,110
 
 
97,646
 
Stock-based compensation
 
 
6,715
 
 
7,332
 
 
5,895
 
Provision for doubtful accounts
 
 
(525)
 
 
722
 
 
-
 
Provision for obsolete inventory
 
 
1,479
 
 
-
 
 
-
 
Loss on equity method investment
 
 
3,332
 
 
826
 
 
-
 
Amortization of premiums on marketable securities
 
 
546
 
 
-
 
 
-
 
Realized loss on sale of marketable securities
 
 
82
 
 
-
 
 
-
 
Gain on disposal of property and equipment
 
 
-
 
 
-
 
 
(13)
 
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts receivable
 
 
1,901
 
 
561
 
 
(7,140)
 
Inventory
 
 
(4,633)
 
 
(11,199)
 
 
1,577
 
Prepaid expenses and other current assets
 
 
(7,684)
 
 
(200)
 
 
363
 
Income tax receivable
 
 
3,617
 
 
28
 
 
6,773
 
Other assets
 
 
(4,328)
 
 
364
 
 
110
 
Accounts payable
 
 
(5,603)
 
 
464
 
 
454
 
Accrued expenses and other current liabilities
 
 
9,694
 
 
(6,400)
 
 
(2,417)
 
Deferred revenue
 
 
5,612
 
 
7,310
 
 
7,230
 
Accrued satellite and network operation expense, net
 
 
 
 
 
 
 
 
 
 
of current portion
 
 
(1,338)
 
 
(1,338)
 
 
(1,337)
 
Other long-term liabilities
 
 
(10,411)
 
 
263
 
 
10,722
 
Net cash provided by operating activities
 
 
183,048
 
 
174,023
 
 
183,461
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
 
(403,547)
 
 
(441,654)
 
 
(359,404)
 
Purchases of marketable securities
 
 
(126,408)
 
 
-
 
 
-
 
Sales and maturities of marketable securities
 
 
49,119
 
 
-
 
 
-
 
Proceeds from sale of property and equipment
 
 
-
 
 
-
 
 
67
 
Investment in equity method affiliate
 
 
(5,000)
 
 
(1,888)
 
 
-
 
Net cash used in investing activities
 
 
(485,836)
 
 
(443,542)
 
 
(359,337)
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
Borrowings under the Credit Facility
 
 
287,416
 
 
334,654
 
 
274,976
 
Payment of deferred financing fees
 
 
(18,716)
 
 
(22,168)
 
 
(33,450)
 
Change in restricted cash - Credit Facility
 
 
(26,990)
 
 
(27,079)
 
 
(27,034)
 
Payment of note payable
 
 
-
 
 
-
 
 
(22,223)
 
Proceeds from exercise of warrants
 
 
3
 
 
9,114
 
 
1
 
Proceeds from exercise of stock options
 
 
25
 
 
43
 
 
40
 
Tax payment upon settlement of stock awards
 
 
(26)
 
 
-
 
 
-
 
Payment of warrant exchange transaction costs
 
 
-
 
 
(2,073)
 
 
-
 
Proceeds from issuance of Series A Preferred
 
 
 
 
 
 
 
 
 
 
Stock, net of issuance costs
 
 
-
 
 
96,499
 
 
-
 
Dividends paid
 
 
(7,000)
 
 
(1,419)
 
 
-
 
Net cash provided by financing activities
 
 
234,712
 
 
387,571
 
 
192,310
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
 
(68,076)
 
 
118,052
 
 
16,434
 
Cash and cash equivalents, beginning of period
 
 
254,418
 
 
136,366
 
 
119,932
 
Cash and cash equivalents, end of period
 
$
186,342
 
$
254,418
 
$
136,366
 
 
See notes to consolidated financial statements
 
 
63

 
Iridium Communications Inc.
Consolidated Statements of Cash Flows, continued 
(In thousands)
 
 
 
Year Ended
 
Year Ended
 
Year Ended
 
 
 
December 31, 2013
 
December 31, 2012
 
December 31, 2011
 
Supplemental cash flow information:
 
 
 
 
 
 
 
 
 
 
Interest paid
 
$
11,255
 
$
6,971
 
$
4,528
 
Income taxes paid (refunded), net
 
$
(2,920)
 
$
348
 
$
(6,296)
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental disclosure of non-cash investing activities:
 
 
 
 
 
 
 
 
 
 
Property and equipment received but not paid for yet
 
$
10,690
 
$
3,516
 
$
14,409
 
Interest capitalized but not paid
 
$
7,989
 
$
5,359
 
$
2,979
 
Capitalized paid-in-kind interest
 
$
25,715
 
$
16,059
 
$
7,012
 
Capitalized amortization of deferred financing costs
 
$
12,475
 
$
3,896
 
$
-
 
Stock-based compensation capitalized
 
$
1,034
 
$
819
 
$
446
 
Contribution of fixed assets to Aireon
 
$
-
 
$
1,353
 
$
-
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental disclosure of non-cash financing activities:
 
 
 
 
 
 
 
 
 
 
Dividends accrued on Series A Preferred Stock
 
$
292
 
$
273
 
$
-
 
 
See notes to consolidated financial statements 
 
 
64

 
Iridium Communications Inc.
Notes to Consolidated Financial Statements
December 31, 2013
 
1. Organization and Business
 
Iridium Communications Inc. (the “Company”), a Delaware corporation, offers voice and data communications services and products to businesses, U.S. and international government agencies and other customers on a global basis. The Company is a provider of mobile voice and data communications services via a constellation of low earth orbiting satellites. The Company holds various licenses and authorizations from the U.S. Federal Communications Commission (the “FCC”) and from foreign regulatory bodies that permit the Company to conduct its business, including the operation of its satellite constellation.

2. Significant Accounting Policies and Basis of Presentation
 
Principles of Consolidation and Basis of Presentation
 
The Company has prepared the consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying 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 intercompany transactions and balances have been eliminated and net income not attributable to the Company (when material) has been allocated to noncontrolling interests.
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ materially from those estimates.
 
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, deposits and other current assets, accounts receivable, accounts payable, 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.
 
As of December 31, 2013 and 2012, the carrying values of short-term financial instruments (primarily cash and cash equivalents, prepaid expenses, deposits and other current assets, accounts receivable, accounts payable, accrued expenses and other current liabilities and other obligations) approximate their fair values because of their short-term nature. The fair value of the Company’s investments in money market funds approximates their carrying value; such instruments are classified as Level 1 and are included in cash and cash equivalents on the condensed consolidated balance sheet. 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 consolidated balance sheet.
 
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.
 
 
65

  
Concentrations of Credit Risk
 
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and receivables. The majority of cash is swept nightly into a money market fund invested in U.S. treasuries, Agency Mortgage Backed Securities and/or U.S. Government guaranteed debt. While the Company maintains its cash and cash equivalents with financial institutions with high credit ratings, it often maintains those deposits in federally insured financial institutions in excess of federally insured (FDIC) limits. The Company’s marketable securities are highly-rated corporate and foreign fixed-income debt securities and commercial paper with an original maturity in excess of ninety days. The Company performs credit evaluations of its customers’ financial condition and records reserves to provide for estimated credit losses. Accounts receivable are due from both domestic and international customers. 
 
Cash, Cash Equivalents and Restricted Cash
 
The Company considers all highly liquid investments with original maturities of ninety days or less to be cash equivalents. The cash and cash equivalents balance as of December 31, 2012 consisted of cash deposited in money market funds and regular interest bearing and non-interest bearing depository accounts. In 2013, the Company made investments in commercial paper and government-issued debt securities with original maturities within ninety days of purchase. These investments, along with cash deposited in money market funds, regular interest bearing and non-interest bearing depository accounts, are classified as cash and cash equivalents as of December 31, 2013 on the consolidated balance sheet. The Company is required to maintain a minimum cash reserve for debt service related to its $1.8 billion loan facility (the “Credit Facility”). As of December 31, 2013 and 2012, 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 $81.2 million and $54.2 million, respectively.
 
Marketable Securities
 
Marketable securities consist of corporate and foreign 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 current assets on the consolidated balance sheet. 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 year ended December 31, 2013. The Company regularly monitors and evaluates the fair value of its investments to identify other-than-temporary declines in value. The Company determined that no other-than-temporary declines in value existed at December 31, 2013. The Company did not have any marketable securities at December 31, 2012.
 
Accounts Receivable
 
Trade accounts receivable are recorded at the invoiced amount and are subject to late fee penalties. Management develops its estimate of an allowance for uncollectible receivables based on the Company’s experience with specific customers, aging of outstanding invoices, its understanding of customers’ current economic circumstances and its own judgment as to the likelihood that the Company will ultimately receive payment. The Company writes off its accounts receivable when balances ultimately are deemed uncollectible. The allowance for doubtful accounts was $0.5 million and $1.1 million as of December 31, 2013 and 2012, respectively.
 
Foreign Currencies
 
The functional currency of the Company’s foreign consolidated subsidiaries is their local currency. Assets and liabilities of its foreign subsidiaries are translated to U.S. dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the weighted average exchange rates prevailing during the reporting period. Translation adjustments are accumulated in a separate component of stockholders’ equity. Transaction gains or losses are classified as other income (expense), net in the accompanying consolidated statements of operations and comprehensive income.
 
Internally Developed Software
 
The Company capitalizes the costs of acquiring, developing and testing software to meet its internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when the preliminary project stage is complete and it is probable that the project will be completed and used to perform the function intended. Capitalized costs include only (i) external direct cost of materials and services consumed in developing or obtaining internal-use software and (ii) payroll and payroll-related costs for employees who are directly associated with, and devote time to, the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Internal use software costs are amortized once the software is placed in service using the straight-line method over periods ranging from three to seven years.
 
Deferred Financing Costs
 
Direct and incremental costs incurred in connection with securing debt financing are deferred and are amortized as additional interest expense using the effective interest method over the term of the related debt.
 
 
66

 
As of December 31, 2013 and 2012, the Company had deferred approximately $130.0 million and $123.8 million, respectively, of direct and incremental financing costs associated with securing debt financing for Iridium NEXT, the Company’s next-generation satellite constellation. 
 
Capitalized Interest
 
Interest costs associated with financing the Company’s assets during the construction period of Iridium NEXT have been capitalized. Capitalized interest and interest expense were as follows:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
(In thousands)
 
Capitalized interest
 
$
52,136
 
$
29,305
 
$
12,825
 
Interest expense
 
 
583
 
 
114
 
 
42
 
Total interest
 
$
52,719
 
$
29,419
 
$
12,867
 
 
Inventory
 
Inventory consists primarily of finished goods, although the Company at times also maintains an inventory of raw materials from third-party manufacturers. The Company outsources manufacturing of subscriber equipment to third-party manufacturers and purchases accessories from third-party suppliers. The Company’s cost of inventory includes an allocation of overhead (including payroll and payroll-related costs of employees directly involved in bringing inventory to its existing condition, and freight). Inventories are valued using the average cost method and are carried at the lower of cost or market. Accordingly, the Company recorded a $1.5 million expense included within cost of subscriber equipment for excess and obsolete inventory primarily related to Iridium 9505 handset accessories. No similar charge was incurred during 2012. 
 
The Company has manufacturing agreements with two suppliers to manufacture subscriber equipment, one of which contains minimum monthly purchase requirements. The Company’s purchases have exceeded the monthly minimum requirements since inception. Pursuant to an agreement with the suppliers, the Company may be required to purchase excess materials if the materials are not used in production within the periods specified in the agreement. The suppliers will then repurchase such materials from the Company at the same price paid by the Company, as required for the production of the subscriber equipment.
 
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 consolidated statements of operations and comprehensive income in a manner consistent with the classification of the recipient’s compensation. 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 consolidated statements of operations and comprehensive income. Classification of stock-based compensation for the years ended December 31, 2013 and 2012 is as follows:
 
 
2013
 
2012
 
 
 
(In thousands)
 
Property and equipment, net
 
$
991
 
$
760
 
Inventory
 
 
43
 
 
60
 
Cost of subscriber equipment
 
 
32
 
 
157
 
Cost of services (exclusive of depreciation and amortization)
 
 
550
 
 
608
 
Research and development
 
 
132
 
 
209
 
Selling, general and administrative
 
 
6,001
 
 
6,356
 
Total stock-based compensation
 
$
7,749
 
$
8,150
 
 
Depreciation Expense
 
The Company calculates depreciation expense using the straight-line method and evaluates the appropriateness of the useful life used in this calculation on a quarterly basis. During 2012, the Company updated its analysis of the current satellite constellation’s health and remaining useful life. Based on the results of this analysis, the Company estimates that its current constellation of satellites will be operational for longer than previously expected. As a result, the estimated useful life of the current constellation has been extended and is also consistent with the expected deployment of Iridium NEXT. This change in estimated useful life resulted in a decrease in depreciation expense compared to the prior year. The change in accounting estimate reduced depreciation expense in 2012 by $19.6 million. For the year ended December 31, 2012, the reduction in depreciation expense increased basic and diluted net income per share by $0.17 and $0.16, respectively.
 
 
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Property and Equipment
 
Property and equipment is carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the following estimated useful lives:
 
Satellites
estimated useful life
Ground system
5-7 years
Equipment
3-5 years
Internally developed software and purchased software    
3-7 years
Building
39 years
Building improvements
estimated useful life
Leasehold improvements
shorter of useful life or remaining lease term
 
The estimated useful lives of the Company’s satellites are the remaining period of expected use for each satellite. Satellites are depreciated on a straight-line basis through the earlier of the estimated remaining useful life or the date they are expected to be replaced by Iridium NEXT satellites. Based on the current launch schedule, the Company expects Iridium NEXT satellites to begin deployment in 2015, with the final launch expected to occur by mid-2017.
 
Repairs and maintenance costs are expensed as incurred.
 
Long-Lived Assets
 
The Company assesses its long-lived assets for impairment when indicators of impairment exist. Recoverability of assets is measured by comparing the carrying amounts of the assets to the future undiscounted cash flows expected to be generated by the assets. Any impairment loss would be measured as the excess of the assets’ carrying amount over their fair value.
 
During the period covered by this report, the Company lost communication with two of its in-orbit satellites, one in 2012 and one in 2011. As a result, impairment charges of $2.0 million and $3.0 million were recorded within depreciation expense during 2012 and 2011, respectively. The Company had in-orbit spare satellites available to replace the lost satellites. No similar satellite loss occurred during 2013. However, the Company lost communication with an in-orbit satellite during January 2014 and, as a result, an impairment charge of $0.9 million will be recorded within depreciation expense during the first quarter of 2014. The Company does not believe the loss of this satellite in 2014 is an indicator of impairment of the individual satellite or the constellation as of December 31, 2013.
 
Goodwill and Other Intangible Assets
 
Goodwill
 
Goodwill is the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. Impairment testing for goodwill is performed during the fourth quarter of each annual period or more frequently if indicators of potential impairment exist. Goodwill impairment is determined using a two-step process.  The first step involves a comparison of the estimated fair value of a reporting unit to its carrying amount, including goodwill.  If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary.  If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed.  To measure the amount of impairment loss, if any, the implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. Specifically, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.
 
The Company operates in a single reporting unit and the possibility of impairment is assessed by comparing the carrying amount of the reporting unit to its estimated fair value.  The Company determines the estimated fair value of the reporting unit based on a combination of the market approach using comparable public companies (guideline company method) and the income approach using discounted cash flows. These valuation techniques involve the use of estimates and assumptions.
 
 
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The most recent annual assessment of goodwill and indefinite-lived assets was performed on October 1, 2013 (the “2013 Analysis”).  The key assumptions used in the 2013 Analysis included: (i) cash flow projections through 2025, which include assumptions relative to forecasted service revenue, equipment revenue, engineering and support service revenue, hosted payload revenue, operating expenses and Iridium NEXT capital expenditures; (ii) a discount rate of 10.0% applied to the cash flow projections, which was based on the weighted average cost of capital adjusted for the risks associated for the business; (iii) selection of comparable companies used in the market approach; (iv) assumptions in weighting the results of the income approach and the market approach valuation techniques; and (v) expected distributions from Aireon. Based on the results of the first step of the 2013 Analysis, the estimated fair value of the reporting unit exceeded the carrying value.  As such, the second step of the goodwill impairment test was not required and no impairment charge was recorded during the period.  In future periods, if actual results are not consistent with our estimates and assumptions, we may be exposed to impairment losses that could be material to our results of operations.  
 
Intangible Assets Not Subject to Amortization
 
A portion of the Company’s intangible assets are spectrum, regulatory authorizations, and trade names which are indefinite-lived intangible assets. The Company reevaluates the useful life determination for these assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. The Company tests its indefinite-lived intangible assets for potential impairment annually in the fourth quarter or more frequently if indicators of impairment exist. If the fair value of the indefinite-lived asset is less than the carrying amount, an impairment loss is recognized. Based on the results of the 2013 Analysis, the fair value of the indefinite-lived assets was greater than the carrying value. As such, no impairment charge was recorded during the period.
 
Intangible Assets Subject to Amortization
 
The Company’s intangible assets that do have finite lives (customer relationships – government and commercial, core developed technology, intellectual property and software) are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. The Company also reevaluates the useful lives for these intangible assets each reporting period to determine whether events and circumstances warrant a revision in their remaining useful lives. 
 
Asset Retirement Obligations
 
Liabilities arising from legal obligations associated with the retirement of long-lived assets are required to be measured at fair value and recorded as a liability. Upon initial recognition of a liability for retirement obligations, a company must record an asset, which is depreciated over the life of the asset to be retired.
 
Under certain circumstances, each of the U.S. government, The Boeing Company (“Boeing”), and Motorola Solutions, Inc. (“Motorola Solutions”) has the right to require the de-orbit of the Company’s satellite constellation. One such right the U.S. government holds is to require the Company to de-orbit the satellite constellation if more than four satellites have insufficient fuel to execute a 12-month de-orbit, as is currently the case. In the event the Company was required to effect a mass de-orbit, pursuant to the amended and restated operations and maintenance agreement (the “O&M Agreement”) by and between the Company’s indirect wholly owned subsidiary, Iridium Constellation LLC (“Iridium Constellation”), and Boeing, the Company would be required to pay Boeing $17.6 million, plus an amount equivalent to the premium for de-orbit insurance coverage ($2.5 million as of December 31, 2013). The Company has concluded that each of the foregoing de-orbit rights meets the definition of an asset retirement obligation. However, the Company currently does not believe the U.S. government, Boeing or Motorola Solutions will exercise their respective de-orbit rights. As a result, the Company believes the likelihood of any future cash outflows associated with the mass de-orbit obligation is remote and has recorded an asset retirement obligation with respect to the potential mass de-orbit of approximately $0.2 million at December 31, 2013, which is included in other long-term liabilities on the accompanying consolidated balance sheet.
 
There are other circumstances in which the Company could be required, either by the U.S. government or for technical reasons, to de-orbit an individual satellite; however, the Company believes that such costs would not be significant relative to the costs associated with the ordinary operations of the satellite constellation.
 
Revenue Recognition
 
The Company derives its revenue primarily as a wholesaler of satellite communications products and services. The primary types of revenue include (i) service revenue (access and usage-based airtime fees), (ii) subscriber equipment revenue, and (iii) revenue generated by providing engineering and support services to commercial and government customers.
 
 
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Wholesaler of satellite communications products and services
 
Pursuant to wholesale agreements, the Company sells its products and services to service providers who, in turn, sell the products and services to other distributors or directly to the end users. The Company recognizes revenue when services are performed or delivery has occurred, evidence of an arrangement exists, the fee is fixed or determinable, and collection is probable, as follows:
 
Contracts with multiple elements
 
At times, the Company sells services and equipment through multi-element arrangements that bundle equipment, airtime and other services. For multi-element revenue arrangements when the Company sells services and equipment in bundled arrangements that include guaranteed minimum orders and determines that it has separate units of accounting, the Company allocates the bundled contract price among the various contract deliverables based on each deliverable’s relative selling price. The selling price used for each deliverable is based on vendor-specific objective evidence when available, third-party evidence when vendor-specific objective evidence is not available, or the estimated selling price when neither vendor-specific evidence nor third party evidence is available. The Company determines vendor-specific objective evidence of selling price by assessing sales prices of subscriber equipment, airtime and other services when they are sold to customers on a stand-alone basis. When the Company determines the elements are not separate units of accounting, the Company recognizes revenue on a combined basis as the last element is delivered.
 
Service revenue sold on a stand-alone basis
 
Service revenue is generated from the Company’s service providers through usage of its satellite system and through fixed monthly access fees per user charged to service providers. Revenue for usage is recognized when usage occurs. Revenue for fixed-per-user access fees is recognized ratably over the period in which the services are provided to the end user. The Company sells prepaid services in the form of e-vouchers and prepaid cards. A liability is established for the cash paid for the e-voucher or prepaid card on purchase. The Company recognizes revenue from the prepaid services (i) upon the use of the e-voucher or prepaid card by the customer; (ii) upon the expiration of the right to access the prepaid service; or (iii) when it is determined that the likelihood of the prepaid card being redeemed by the customer is remote (“Prepaid Card Breakage”). The Company has determined the recognition of Prepaid Card Breakage based on its historical redemption patterns. The Company does not offer refund privileges for unused prepaid services.
   
Subscriber equipment sold on a stand-alone basis
 
The Company recognizes subscriber equipment sales and the related costs when title to the equipment (and the risks and rewards of ownership) passes to the customer, typically upon shipment.
 
Services sold to the U.S. government
 
The Company provides airtime and airtime support to U.S. government and other authorized customers pursuant to the Enhanced Mobile Satellite Services (“EMSS”) contract managed by the Defense Information Systems Agency (“DISA”). The EMSS contract, entered into in April 2008, provided for a one-year base term and four additional one-year options which were exercised at the election of the U.S. government. Under the terms of this contract, the Company provided airtime to U.S. government subscribers through (i) fixed monthly fees on a per-user basis for unlimited voice services, (ii) fixed monthly fees per user for unlimited paging services, (iii) a tiered pricing plan (based on usage) per device for data services, (iv) fixed monthly fees on a per-user basis for unlimited beyond-line-of-sight push-to-talk voice services to user-defined groups (“Netted Iridium”), and (v) a monthly fee for active user-defined groups using Netted Iridium. Revenue related to these services was recognized ratably over the periods in which the services were provided, and the related costs were expensed as incurred.    After the exercise of all available optional contract extensions, the EMSS contract as signed in April 2008 expired in October of 2013.
 
Effective October 22, 2013, the Company executed a new five-year EMSS contract. Under the terms of this new agreement, authorized customers will continue to utilize airtime services, provided through the U.S. Department of Defense’s (“DoD”) dedicated gateway.  These services will include unlimited global secure and unsecure voice, low and high-speed data, paging, and Netted Iridium services for an unlimited number of DoD and other federal subscribers.  The fixed-price rates in each of the five contract years, which run from October 22 through the following October 21 of each year, are $64 million and $72 million in years one and two, respectively, and $88 million in each of the years three through five. Under this contract, revenue is driven from the fixed-price contract with unlimited subscribers, and is recognized on a straight-line basis over each contractual year.
 
The U.S. government purchases its subscriber equipment from third-party distributors and not directly from the Company.
 
Government engineering and support services
 
The Company provides maintenance services to the U.S. government’s dedicated gateway. This revenue is recognized ratably over the periods in which the services are provided; the related costs are expensed as incurred.
 
 
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Other government and commercial engineering and support services
 
The Company also provides engineering services to assist customers in developing new technologies for use on the Company’s satellite system. The revenue associated with these services is recorded when the services are rendered, typically on a proportional performance method of accounting based on the Company’s estimate of total costs expected to complete the contract, and the related costs are expensed as incurred. Revenue on cost-plus-fixed-fee contracts is recognized to the extent of estimated costs incurred plus the applicable fees earned. The Company considers fixed fees under cost-plus-fixed-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. The portion of revenue on research and development arrangements that is contingent upon the achievement of substantive milestone events is recognized in the period in which the milestone is achieved.
 
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 consolidated statements of operations and comprehensive income. The Company recorded an increase of $6.9 million for the warranty provision for the year ended December 31, 2013 compared to the prior year, primarily due to higher warranty claims and other warranty-related initiatives for the Iridium Pilot® terminals. During 2012, the Company identified production deficiencies related to the Iridium Extreme satellite handset; a reserve for the remediation of these deficiencies contributed $1.2 million to the warranty provision during 2012.
  
Changes in the warranty reserve for the years ended December 31, 2013 and 2012 were as follows:
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Balance at beginning of the period
 
$
4,050
 
$
4,101
 
Provision
 
 
11,690
 
 
4,795
 
Utilization
 
 
(6,887)
 
 
(4,846)
 
Balance at end of the period
 
$
8,853
 
$
4,050
 
 
Research and Development
 
Research and development costs are charged to expense in the period in which they are incurred.
 
Advertising Costs
 
Costs associated with advertising and promotions are expensed as incurred. Advertising expenses were $0.5 million for each of the years ended December 31, 2013 and 2012, and $0.6 million for the year ended 2011.
 
Income Taxes
 
The Company accounts for income taxes using the asset and liability approach, which requires the recognition of tax benefits or expenses for temporary differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company also recognizes a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. The Company’s policy is to recognize interest and penalties on uncertain tax positions as a component of income tax expense.
 
Net Income Per Share
 
The Company calculates basic net income per share by dividing net income available 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 the outstanding convertible preferred securities is computed using the as-if converted method at the stated conversion rate. The Company’s unvested RSUs 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. 
 
 
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3. Cash and Cash Equivalents and Marketable Securities
 
Cash and Cash Equivalents
 
The following table summarizes the Company’s cash and cash equivalents as of December 31, 2013 and 2012:
 
 
 
 
 
 
 
Recurring Fair
 
 
 
2013
 
2012
 
Value Measurement
 
 
 
(in thousands)
 
 
 
Cash and cash equivalents:
 
 
 
 
 
 
 
 
 
Cash
 
$
86,074
 
$
166,326
 
 
 
Money market funds
 
 
88,769
 
 
88,092
 
Level 1
 
Commercial paper
 
 
11,499
 
 
-
 
Level 2
 
Total Cash and cash equivalents
 
$
186,342
 
$
254,418
 
 
 
   
Marketable Securities
 
The following table summarizes the Company’s marketable securities as of December 31, 2013:
 
 
 
 
 
Recurring Fair
 
 
 
2013
 
Value Measurement
 
 
 
(in thousands)
 
 
 
Marketable securities:
 
 
 
 
 
 
Fixed-income debt securities
 
$
57,032
 
Level 2
 
Commercial paper
 
 
19,615
 
Level 2
 
Total Marketable securities
 
$
76,647
 
 
 
 
The Company did not have any marketable securities at December 31, 2012.
 
As of December 31, 2013, all investments in fixed income securities with original maturities in excess of three months are included in marketable securities on the consolidated balance sheet. The following table presents the contractual maturities of the fixed income debt securities and commercial paper held as of December 31, 2013:
 
 
 
Amortized
 
Gross Unrealized
 
Estimated
 
 
 
Cost
 
Loss
 
Fair Value
 
 
 
(in thousands)
 
Fixed-income debt securities:
 
 
 
 
 
 
 
 
 
 
Mature within one year
 
$
3,004
 
$
-
 
$
3,004
 
Mature after one year and within three years
 
 
54,044
 
 
(16)
 
 
54,028
 
Commercial paper:
 
 
 
 
 
 
 
 
 
 
Mature within one year
 
 
19,615
 
 
-
 
 
19,615
 
Total
 
$
76,663
 
$
(16)
 
$
76,647
 
 
The Company’s gross and net-of-tax unrealized loss on marketable securities for the year ended December 31, 2013 was approximately $16,000 and $10,000, respectively. The change in unrealized loss on marketable securities, net of tax, is included within comprehensive income on the consolidated statements of operations and comprehensive income.

4. Equity Instruments
 
$7.00 Warrants
 
In connection with the Company’s initial public offering (“IPO”) in February 2008, the Company sold 40.0 million units at a price of $10.00 per unit. Each unit consisted of one share of common stock and one common stock purchase warrant (“$7.00 Warrant”). Each $7.00 Warrant entitled the holder to purchase from the Company one share of common stock at a price of $7.00 per share.
 
During 2012, the Company issued 1.3 million shares of common stock resulting from the exercise of 1.3 million $7.00 Warrants. The Company received proceeds of $9.1 million as a result of these warrant exercises.
 
During 2012, the Company entered into privately negotiated warrant exchange agreements with the largest holder of the outstanding $7.00 Warrants. Pursuant to these agreements, the Company issued 562,370 new shares of its common stock in exchange for 3,374,220 of the $7.00 Warrants (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered), representing approximately 27% of the outstanding $7.00 Warrants.
 
 
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During 2012, the Company also initiated and completed a tender offer to exchange outstanding $7.00 Warrants for shares of its own common stock (the “2012 Tender Offer”). The Company offered holders of its $7.00 Warrants one share of common stock for every six of the $7.00 Warrants tendered (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered). As a result of the 2012 Tender Offer, the Company issued an aggregate of 1,386,941 shares of its common stock in exchange for an aggregate of 8,321,433 of the $7.00 Warrants.
 
In February 2013, all outstanding $7.00 Warrants expired in accordance with their terms.
  
$11.50 Warrants
 
On September 29, 2009, in connection with the acquisition of Iridium Holdings, holders of approximately 14.4 million $7.00 warrants exchanged their existing warrants for new warrants to purchase its common stock at an exercise price of $11.50 per share (the “$11.50 Warrants”).
 
The Company may redeem each of the $11.50 Warrants at a price of $0.01 upon 30 days prior notice, provided that the warrants are exercisable and the registration statement covering the common stock issuable upon exercise of the warrants remains effective and available.  In addition, redemption can only be made if the closing price of the common stock is at least $18.00 per share for any 20 trading days within a 30-trading-day period ending on the third day prior to the date on which notice of redemption is given. If the registration statement is not still effective at the time of exercise, the holders of the $11.50 Warrants will not be entitled to exercise the warrants, and in no event (whether in the case of a registration statement not being effective or otherwise) will the Company be required to net cash settle any such warrant exercise. Consequently, the $11.50 Warrants may expire unexercised and unredeemed. The number of shares of common stock issuable upon the exercise of each $11.50 Warrant is subject to adjustment from time to time upon the occurrence of specified events. The $11.50 Warrants expire in February 2015.
 
During 2011, the Company entered into several private transactions to exchange shares of its common stock for outstanding $11.50 Warrants. As a result of these transactions, the Company issued an aggregate of 1,643,453 shares of its common stock in exchange for an aggregate of 8,167,541 of the $11.50 Warrants.
 
During 2011, the Company initiated and completed a tender offer to exchange outstanding $11.50 Warrants for shares of its common stock (the “2011 Tender Offer”). As a result of the 2011 Tender Offer, the Company issued an aggregate of 1,303,267 shares of its common stock in exchange for an aggregate of 5,923,963 of the $11.50 Warrants. As of December 31, 2013, 277,021 of the $11.50 Warrants remained outstanding.
 
Series A Cumulative Convertible Perpetual Preferred Stock
 
The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $0.0001 per share. In 2012, the Company issued 1,000,000 shares of its 7.00% Series A Cumulative Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) in a private offering. The purchase price, equal to $96.85 per share, reflected an aggregate initial purchaser discount of $3.2 million. 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 additional offering costs.
 
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 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 initially at a 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). Except as otherwise provided, the Series A Preferred Stock is convertible only into shares of the Company’s common stock. In 2013 and 2012, the Company paid $7.0 million and $1.4 million, respectively, in cash dividends to the holders of Series A Preferred Stock. As of December 31, 2013, holders of the Series A Preferred Stock have accrued $0.3 million in cash dividends which is included within accrued expenses and other current liabilities on the consolidated balance sheet. On February 24, 2014, the Company declared dividends of $1.75 million payable on March 17, 2014 to holders of the Series A Preferred Stock as of March 1, 2014. 
 
On or after October 3, 2017, the Company may, at its option, convert some or all of the Series A Preferred Stock into that 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.
 
 
73

 
5. Debt
 
Credit Facility
 
On October 4, 2010, the Company entered into a $1.8 billion loan facility (the “Credit Facility”) with a syndicate of bank lenders (the “Lenders”). Ninety-five percent of the Company’s obligations under the Credit Facility are insured by Compagnie Française d’Assurance pour le Commerce Extérieur (“COFACE”), the French export credit agency. The Credit Facility is comprised of two tranches, with draws and repayments applied pro rata in respect of each tranche:
   
Tranche A – $1,537,500,000 at a fixed rate of 4.96%; and
 
     Tranche B – $262,500,000 at a floating rate equal to the London Interbank Offer Rate (“LIBOR”) plus 1.95%.
 
Interest is payable on a semi-annual basis in April and October of each year. Prior to the repayment period described below, a portion of interest will be paid via a deemed loan and added to the related tranche principal, and the remainder is payable in cash. The amount of interest paid via a deemed loan for each tranche is as follows:
 
Tranche A – fixed rate of 3.56%; and
 
     Tranche B – LIBOR plus 0.55%.
 
For the years ended December 31, 2013, 2012 and 2011, the Company incurred total interest of $39.6 million, $25.5 million and $11.9 million, respectively, of which $27.5 million, $17.8 million and $8.3 million, respectively, is payable via a deemed loan and the remainder is payable in cash on the scheduled semi-annual payment dates.
 
In connection with each draw it makes under the Credit Facility, the Company also borrows an amount equal to 6.49% of such draw to cover the premium for the COFACE policy. The Company also pays a commitment fee of 0.80% per year, in semi-annual installments, on any undrawn portion of the Credit Facility.
 
Funds drawn under the Credit Facility will be used for (i) 85% of the costs under a fixed price full scale development contract (the “FSD”) with Thales Alenia Space France (“Thales”) for the design and manufacture of satellites for Iridium NEXT (ii) the premium for the COFACE policy, and (iii) the payment of a portion of interest during a part of the construction and launch phase of Iridium NEXT.
 
Scheduled semi-annual principal repayments will begin six months after the earlier of (i) the successful deployment of a specified number of Iridium NEXT satellites or (ii) September 30, 2017. During this repayment period, interest will be paid on the same date as the principal repayments. Interest expense incurred during the year ended December 31, 2013 was $39.6 million. All interest costs incurred related to the Credit Facility have been capitalized during the construction period of the assets; accordingly, the Company capitalized $39.6 million related to interest incurred throughout the year. The Company pays interest on each semi-annual due date through a combination of a cash payment and a deemed additional loan. The $39.6 million in interest incurred during the year ended December 31, 2013 consisted of $12.1 million payable in cash, of which $9.7 million was paid during the year and $2.4 million was accrued at year end, and $27.5 million payable by deemed loans, of which $22.0 million was paid during the year and $5.5 million was accrued at year end. Total interest payable associated with the Credit Facility was $8.0 million and $5.4 million and is included in interest payable in the consolidated balance sheets as of December 31, 2013 and 2012, respectively.
 
As of December 31, 2013, the Company had borrowed a total of $1,039.2 million under the Credit Facility. The unused portion of the Credit Facility as of December 31, 2013 was $760.8 million. Under the terms of the Credit Facility, the Company is required to maintain a minimum cash reserve for debt service of $81.0 million as of December 31, 2013, which is classified as restricted cash on the accompanying consolidated balance sheet. This minimum cash reserve requirement will increase over the term of the Credit Facility to $189.0 million at the beginning of the repayment period, which is expected to be in 2017. The Company recognized the semi-annual commitment fee on the undrawn portion of the Credit Facility of $7.7 million and $10.2 million for the years ended December 31, 2013 and 2012, respectively.
 
The Credit Facility will mature seven years after the start of the repayment period. In addition, the Company is required to maintain minimum debt service reserve levels, which are estimated as follows:
 
 
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At December 31,
 
Amount
 
 
 
(in millions)
 
2014
 
$
108
 
2015
 
 
135
 
2016
 
 
162
 
2017
 
 
189
 
 
These levels may be higher once the Company begins repayment under the Credit Facility. Obligations under the Credit Facility are secured on a senior basis by a lien on substantially all of the Company’s assets. In addition to the minimum debt service levels, financial covenants under the Credit Facility 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 consolidated operational earnings before interest, taxes, depreciation and amortization, or operational EBITDA, levels for the 12-month periods ending each December 31 and June 30 through June 30, 2017;
 
specified minimum cash flow requirements from customers who have hosted payloads on the Company’s satellites during the 12-month periods ending each December 31 and June 30, beginning December 31, 2014 and ending on June 30, 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 4.75 to 1 for the twelve months ending June 30, 2017 to a ratio of 2.5 to 1 for the twelve months ending June 30, 2025.
 
Available cash balance, as defined by the Credit Facility, was $204.0 million and $254.4 million as of December 31, 2013 and 2012, respectively. The Company’s debt-to-equity ratio was 0.48 to 1 and 0.36 to 1 as of December 31, 2013 and 2012, respectively. The Company was also in compliance with the operational EBITDA and annual capital expenditure covenants set forth above as of December 31, 2013.
 
The covenants regarding capital expenditures, operational EBITDA and hosted payload cash flows are calculated in connection with a measurement, which the Company refers 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 the Company’s capital expenditures exceed, or the Company’s operational EBITDA or hosted payload cash flows falls short of, the amount specified in the respective covenant, the Company would be permitted to allocate available cure amount, if any, to prevent a breach of the applicable covenant. As of December 31, 2013, the Company had available cure amount of $0.7 million, though it was not required to maintain compliance with the covenants.  The available cure amount, due to the complexity of its calculation, has fluctuated significantly from one measurement period to the next, and the Company expects that it will continue to do so.
 
The covenants also place limitations on the Company’s ability and that of its 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 FSD with Thales from its own resources, incur additional indebtedness, or make loans, guarantees or indemnities.  If the Company is not in compliance with the financial covenants under the Credit Facility, after any opportunity to cure such non-compliance, or the Company otherwise experiences 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 the Company would have adequate funds to repay such amounts prior to the scheduled maturity of the Credit Facility. If the Company fails to repay such amounts, the lenders may foreclose on the assets the Company has pledged under the Credit Facility, which include substantially all of its assets and those of its domestic subsidiaries.
 
 In August 2012, the Company entered into a supplemental agreement (the “Supplemental Agreement”) with the lenders under the Credit Facility. The Supplemental Agreement amended and restated the Credit Facility. The Supplemental Agreement authorizes the Company to fund and operate Aireon LLC (“Aireon”) for the purpose of establishing a space-based automatic dependent surveillance-broadcast (“ADS-B”) business for global aviation monitoring. Specifically, the Supplemental Agreement excludes Aireon from the group of companies (the Company and its material subsidiaries) that are obligors under the Credit Facility and from the Company’s consolidated financial results for purposes of calculating compliance with the financial covenants. The Supplemental Agreement allows the Company to make a $12.5 million investment in Aireon, all of which was contributed as of December 31, 2013. Additionally, the Supplemental Agreement allows the Company to make the injection of up to $10 million worth of airtime credits into Aireon, if needed, as provided for in the agreement between Aireon and Harris Corporation for the manufacture of the Aireon payload, and an additional investment of up to $15 million raised from issuances of the Company’s common equity. The Supplemental Agreement requires the Company to use any net distributions received from Aireon to repay the debt under the Credit Facility and to issue the lenders a security interest in the Company’s ownership interest in Aireon.
 
 
75

 
The Supplemental Agreement also includes revised financial covenant levels to reflect changes in timing of expected receipts of cash flows from hosted payloads and other changing business conditions and revised launch and backup launch requirements. The amendment to the Credit Facility does not modify the principal amount, interest rates, repayment dates, or maturity of the Credit Facility. The Supplemental Agreement required the Company to raise $100 million through a combination of the issuance of convertible preferred or common equity and warrant exercises by April 30, 2013. The Company satisfied this requirement primarily through the sale of its Series A Preferred Stock. The Company also received $9.1 million from the exercise of warrants during 2012.
 
While the Company believes that liquidity sources will provide sufficient funds for the Company to meet its liquidity requirements for at least the next twelve months, the Company expects to need modifications to the Credit Facility for some financial covenants with measurement dates beyond the next twelve months. In addition, developments in the business during the period covered by this report, including the recent slowdown in the Company’s handset business and higher projected warranty claims on the Iridium Pilot terminals and the related impact on our maritime revenues, have reduced the Company’s estimates for operational EBITDA for the twelve months ending June 30, 2014 and December 31, 2014. Further, the Company now anticipates that payment of hosted payload fees from Aireon will be later than previously expected when the Company amended the Credit Facility in August 2012. To remove any uncertainty regarding covenant compliance while the Company negotiates the modifications to the Credit Facility, the Company requested and received a waiver from the Credit Facility lenders, providing the Company with additional headroom on the operational EBITDA covenant for the twelve months ended December 31, 2013 and the twelve months ending June 30, 2014 and December 31, 2014 and waiving the hosted payload cash flow covenant for the twelve months ending December 31, 2014. As of December 31, 2013, including the applicable waiver, the Company was in compliance with all financial covenants.

6. Boeing Operations and Maintenance Agreements
 
On July 21, 2010, the Company and Boeing entered into the O&M Agreement, pursuant to which Boeing agreed to provide transition services and continuing steady-state operations and maintenance services with respect to the satellite network operations center, telemetry, tracking and control stations and the on-orbit satellites (including engineering, systems analysis, and operations and maintenance services). Pursuant to the O&M Agreement, each of Boeing, Motorola Solutions and the U.S. government has the unilateral right to commence the de-orbit of the constellation upon the occurrence of certain enumerated events.
 
The O&M Agreement incorporates a de-orbit plan, which, if exercised, would cost approximately $17.6 million plus an amount equivalent to the premium of the de-orbit insurance coverage to be paid to Boeing in the event of a mass de-orbit of the satellite constellation. On July 21, 2010, the Company and Boeing entered into an agreement pursuant to which Boeing will operate and maintain Iridium NEXT (the “NEXT Support Services Agreement”). Boeing will provide these services on a time-and-materials fee basis. The term of the NEXT Support Services Agreement runs concurrently with the estimated useful life of the Iridium NEXT constellation. The Company is entitled to terminate the agreement for convenience and without cause commencing in 2019.
 
The Company incurred expenses of $30.1 million, $31.9 million, and $34.3 million relating to satellite operations and maintenance costs for the years ended December 31, 2013, 2012 and 2011, respectively, included in cost of services (exclusive of depreciation and amortization) in the consolidated statements of operations and comprehensive income. 
 
 
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7. Property and Equipment
 
Property and equipment consisted of the following at December 31:
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Satellite system
 
$
337,677
 
$
337,677
 
Ground system
 
 
41,247
 
 
16,751
 
Equipment
 
 
25,019
 
 
22,272
 
Internally developed software and purchased software
 
 
68,141
 
 
56,750
 
Building and leasehold improvements
 
 
28,063
 
 
28,070
 
 
 
 
500,147
 
 
461,520
 
Less: accumulated depreciation
 
 
(296,716)
 
 
(240,186)
 
 
 
 
203,431
 
 
221,334
 
Land
 
 
8,037
 
 
8,037
 
Construction in process:
 
 
 
 
 
 
 
Iridium NEXT systems under construction
 
 
1,341,148
 
 
972,908
 
Other construction in process
 
 
22,963
 
 
8,414
 
Total property and equipment, net of accumulated depreciation
 
$
1,575,579
 
$
1,210,693
 
 
Other construction in process consisted of the following at December 31:
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Internally developed software
 
$
17,582
 
$
7,390
 
Equipment
 
 
4,204
 
 
843
 
Ground system
 
 
1,177
 
 
181
 
Total other construction in process
 
$
22,963
 
$
8,414
 
 
Depreciation expense for the years ended December 31, 2013, 2012 and 2011 was $62.0 million, $68.1 million, and $84.6 million, respectively.

8. Intangible Assets
 
The Company has identifiable intangible assets as follows:
 
 
 
December 31, 2013
 
 
 
Useful
 
Gross
 
Accumulated
 
Net
 
 
 
Lives
 
Carrying Value
 
Amortization
 
Carrying Value
 
 
 
(In thousands)
 
Indefinite life intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Trade names
 
Indefinite
 
$
21,195
 
$
-
 
$
21,195
 
Spectrum and licenses
 
Indefinite
 
 
14,030
 
 
-
 
 
14,030
 
Total
 
 
 
 
35,225
 
 
-
 
 
35,225
 
Definite life intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships - government
 
5 years
 
 
20,355
 
 
(17,301)
 
 
3,054
 
Customer relationships - commercial
 
5 years
 
 
33,052
 
 
(28,094)
 
 
4,958
 
Core developed technology
 
5 years
 
 
4,842
 
 
(4,116)
 
 
726
 
Intellectual property
 
16.5 years (1)
 
 
16,439
 
 
(3,253)
 
 
13,186
 
Software
 
5 years
 
 
2,025
 
 
(1,722)
 
 
303
 
Total
 
 
 
 
76,713
 
 
(54,486)
 
 
22,227
 
Total intangible assets
 
 
 
$
111,938
 
$
(54,486)
 
$
57,452
 
 
 
77

 
 
 
December 31, 2012
 
 
 
Useful
 
Gross
 
Accumulated
 
Net
 
 
 
Lives
 
Carrying Value
 
Amortization
 
Carrying Value
 
 
 
(In thousands)
 
Indefinite life intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Trade names
 
Indefinite
 
$
21,195
 
$
-
 
$
21,195
 
Spectrum and licenses
 
Indefinite
 
 
14,030
 
 
-
 
 
14,030
 
Total
 
 
 
 
35,225
 
 
-
 
 
35,225
 
Definite life intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships - government
 
5 years
 
 
20,355
 
 
(13,230)
 
 
7,125
 
Customer relationships - commercial
 
5 years
 
 
33,052
 
 
(21,484)
 
 
11,568
 
Core developed technology
 
5 years
 
 
4,842
 
 
(3,147)
 
 
1,695
 
Intellectual property
 
16.5 years (1)
 
 
16,439
 
 
(2,258)
 
 
14,181
 
Software
 
5 years
 
 
2,025
 
 
(1,317)
 
 
708
 
Total
 
 
 
 
76,713
 
 
(41,436)
 
 
35,277
 
Total intangible assets
 
 
 
$
111,938
 
$
(41,436)
 
$
70,502
 
 
 
 (1)
 
Intellectual property is allocated over the estimated useful life of the existing satellite systems and Iridium NEXT, which averages to 16.5 years.
 
The weighted average amortization period of intangible assets is 7.5 years. Amortization expense was $13.0 million for each of the three years ended December 31, 2013, 2012 and 2011.
 
Future amortization expense with respect to intangible assets existing at December 31, 2013, by year and in the aggregate, is as follows:
 
Year ending December 31,
 
Amount
 
 
 
(In thousands)
 
2014
 
$
10,036
 
2015
 
 
995
 
2016
 
 
995
 
2017
 
 
995
 
2018
 
 
995
 
Thereafter
 
 
8,211
 
Total estimated future amortization expense
 
$
22,227
 

9. Commitments and Contingencies
 
Thales
 
In June 2010, the Company executed a primarily fixed-price FSD contract with 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 fourth quarter of 2017. As of December 31, 2013, the Company had made aggregate payments of $1,091.6 million to Thales, including $927.1 million from borrowings under the Credit Facility, which are capitalized as construction in progress within property and equipment, net, in the accompanying consolidated balance sheet. The Company’s obligations to Thales that are currently scheduled for the years ending December 31, 2014, 2015, 2016 and 2017, are in the amounts of $458.8 million, $344.1 million, $200.0 million and $166.7 million, respectively.
 
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 (the “SpaceX Agreement”). In August 2012, the Company entered into an amendment to the SpaceX Agreement (the “SpaceX Amendment”). The SpaceX Amendment reduced the number of contracted launches and increased the number of satellites to be carried on each launch vehicle. The maximum price under the SpaceX Amendment is $453.1 million. As of December 31, 2013, the Company had made aggregate payments of $69.7 million to SpaceX, which were capitalized as construction in progress within property and equipment, net in the accompanying consolidated balance sheet. The Company's obligations to SpaceX under the SpaceX Amendment for the years ending December 31, 2014, 2015, 2016 and 2017 are in the amounts of $83.5 million, $169.1 million, $109.0 million and $21.8 million, respectively.
 
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”), which the Company subsequently amended three times. The Kosmotras Agreement, as amended, provides for the purchase of up to six dedicated launches, for a total of approximately $184.3 million, and six additional launch options. Each launch can carry two satellites. In June 2013, the Company exercised an option for one dedicated launch to carry the first two Iridium NEXT satellites.  The total cost under the contract for this single launch will be $51.8 million. As of December 31, 2013, the Company had made aggregate payments of $18.3 million to Kosmotras, which were capitalized as construction in progress within property and equipment, net in the accompanying consolidated balance sheet. The option to purchase three dedicated launches expired as of December 31, 2013; the option to purchase the remaining two dedicated launches expires March 31, 2014. The Company’s obligations to Kosmotras for the single launch purchased under the Kosmotras Agreement for the years ending December 31, 2014 and 2015 are $25.3 million and $8.2 million, respectively.
 
 
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Supplier Purchase Commitments
 
The Company has a manufacturing agreement with two suppliers to manufacture subscriber equipment, one of which contains minimum monthly purchase requirements. The Company’s purchases have exceeded the monthly minimum requirement since inception. Pursuant to the agreement, the Company may be required to purchase certain materials if the materials are not used in production within the periods specified in the agreement. The supplier will then repurchase such materials from the Company at the same price paid by the Company, as required for the production of the devices. As of December 31, 2013 and 2012, the Company had $2.4 million and $1.4 million, respectively, of such materials and the amounts were included in inventory on the accompanying consolidated balance sheets.
 
Unconditional purchase obligations are $147.8 million, which include the Company’s commitments with Boeing on the existing satellite system, an agreement with a supplier for the manufacturing of the Company’s devices and various commitments with other vendors. Unconditional purchase obligations scheduled for the years ending December 31, 2014, 2015, 2016, and 2017 are in the amounts of $55.3 million, $36.5 million, $37.1 million, and $18.9 million, respectively.
 
In-Orbit Insurance 
 
Due to various contractual requirements, the Company is required to maintain a third-party in-orbit insurance policy with a de-orbiting endorsement to cover potential claims relating to operating or de-orbiting the satellite constellation. The policy covers the Company, Boeing as operator, Motorola Solutions (the original system architect and prior owner), contractors and subcontractors of the insured, the U.S. government and certain other sovereign nations.
 
The current policy has a renewable one-year term, which is scheduled to expire on December 8, 2014. The policy coverage is separated into Sections A, B, and C.
 
Section A coverage is currently in effect and covers product liability over Motorola’s position as manufacturer of the satellites. Liability limits for claims under Section A are $1.0 billion per occurrence and in the aggregate. There is no deductible for claims.
 
Section B coverage is currently in effect and covers risks in connection with in-orbit satellites. Liability limits for claims under Section B are $500 million per occurrence and in the aggregate for space vehicle liability and $500 million and $1.0 billion per occurrence and in the aggregate, respectively, with respect to de-orbiting. The balance of the unamortized premium payment for Sections A and B coverage as of December 31, 2013 is included in prepaid expenses and other current assets in the accompanying consolidated balance sheet. The deductible for claims under Section B is $250,000 per occurrence.
 
Section C coverage is effective once requested by the Company (the “Attachment Date”) and covers risks in connection with a decommissioning of the satellite system. Liability limits for claims under Section C are $500 million and $1.0 billion per occurrence and in the aggregate, respectively. The term of the coverage under Section C is 12 months from the Attachment Date. The premium for Section C coverage is $2.5 million and is payable on or before the Attachment Date. As of December 31, 2013, the Company had not requested Section C coverage since no decommissioning activities are currently anticipated. The deductible for claims under Section C is $250,000 per occurrence.
 
Operating Leases
 
The Company leases land, office space, and office and computer equipment under noncancelable operating lease agreements. Most of the leases contain renewal options of 1 to 10 years. The Company’s obligations under the current terms of these leases extend through 2024.
 
Additionally, several of the Company’s leases contain clauses for rent escalation including, but not limited to, a pro-rata share of increased operating and real estate tax expenses. Rent expense is recognized on a straight-line basis over the lease term. The Company leases facilities located in Chandler, Arizona; Tempe, Arizona; McLean, Virginia; Canada; Russia; and Norway. Future minimum lease payments, by year and in the aggregate, under noncancelable operating leases at December 31, 2013, are as follows:
 
 
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Operating
 
Year ending December 31,
 
Leases
 
 
 
(In thousands)
 
2014
 
$
2,702
 
2015
 
 
2,867
 
2016
 
 
2,291
 
2017
 
 
2,239
 
2018
 
 
2,302
 
Thereafter
 
 
7,402
 
Total
 
$
19,803
 
 
Rent expense for the years ended December 31, 2013, 2012, and 2011 was $3.2 million, $3.2 million, and $3.0 million, respectively.
 
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.

10. Stock-Based Compensation
 
During 2012, the Company’s stockholders approved a stock incentive plan (the “2012 Stock Incentive 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 December 31, 2013, 13,416,019 shares of common stock were authorized for issuance as awards under the 2012 Stock Incentive Plan.
 
Stock Option Awards
 
The stock option awards granted to employees generally (i) have a term of ten years, (ii) vest over a four-year period with 25% vesting after the first year of service and ratably on a quarterly basis thereafter, (iii) are contingent upon employment on the vesting date, and (iv) have an exercise price equal to the fair value of the underlying shares at the date of grant. The stock option awards granted to the Company’s board of directors generally (i) represent a portion of their annual compensation, (ii) have a term of ten years, (iii) vest over the calendar year with 25% vesting on the last day of each calendar quarter, (iv) are contingent upon continued service on the vesting date, and (v) have an exercise price equal to the fair value of the underlying shares at the date of grant. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility for options granted was based on the actual historical volatility of the Company’s stock price. The expected term of the award was calculated using the simplified method as the Company currently does not have sufficient experience of its own option exercise patterns. The Company does not anticipate paying dividends during the expected term of the grants; therefore, the dividend rate was assumed to be zero. The risk-free interest rate assumed is based upon U.S. Treasury Bond interest rates with similar terms at similar dates. To the extent the Company’s actual forfeiture rate is different from its estimate of forfeitures, the stock-based compensation may differ in future periods.
 
The stock options granted to consultants are generally subject to service 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.
 
Assumptions used in determining the fair value of the Company’s options were as follows:
 
 
 
Year Ended December 31,
 
 
 
 
2013
 
 
2012
 
 
2011
 
 
Expected volatility
 
41% - 42%
 
 
42% - 45%
 
 
40% - 45%
 
 
Expected term (years)
 
3.00 - 6.25
 
 
5.50 - 6.25
 
 
5.50 - 6.25
 
 
Expected dividends
 
0%
 
 
0%
 
 
0%
 
 
Risk free interest rate
 
0.58% - 1.93%
 
 
0.78% - 1.17%
 
 
1.16% - 2.65%
 
 
 
During 2013, the Company granted approximately 1.2 million and less than 0.1 million stock options to its employees and non-employee consultants, respectively. The estimated aggregate grant-date fair values of the stock options granted to employees and non-employee consultants during 2013 was $3.2 million and $0.1 million, respectively.
 
 
80

 
Certain members of the Company’s board of directors elected to receive a portion of their 2013 annual compensation in the form of stock options. During 2013, the Company granted approximately 0.1 million stock options to its directors as a result of these elections. These options were granted in January 2013 and vested through the end of 2013, with 25% vesting on the last day of each calendar quarter. The estimated aggregate grant-date fair value of the options granted to directors during 2013 was $0.2 million.
 
A summary of the activity of the Company’s stock options as of December 31, 2013 is as follows:
 
 
 
 
 
 
 
 
Weighted-
 
 
 
 
 
 
 
 
Weighted-
 
Average
 
 
 
 
 
 
 
 
Average
 
Remaining
 
Aggregate
 
 
 
 
 
Exercise Price
 
Contractual
 
Intrinsic
 
 
 
Shares
 
Per Share
 
Term (Years)
 
Value
 
 
 
(In thousands, except years and per share data)
 
Options outstanding at January 1, 2013
 
5,431
 
$
8.30
 
 
 
 
 
 
Granted
 
1,339
 
$
6.31
 
 
 
 
 
 
Cancelled or expired
 
(340)
 
$
8.62
 
 
 
 
 
 
Exercised
 
(4)
 
$
6.54
 
 
 
 
 
 
Forfeited
 
(243)
 
$
7.31
 
 
 
 
 
 
Options outstanding at December 31, 2013
 
6,183
 
$
7.89
 
7.05
 
$
140
 
Options vested and exercisable at December 31, 2013
 
3,918
 
$
8.36
 
6.24
 
$
-
 
Options exercisable and expected to vest at December
    31, 2013
 
6,142
 
$
7.90
 
7.04
 
$
136
 
 
The Company recognized $6.0 million, $6.0 million, and $5.6 million of stock-based compensation expense related to these options in the years ended December 31, 2013, 2012 and 2011, respectively.
 
The weighted-average grant-date fair value of options granted during the years ended December 31, 2013, 2012 and 2011 were $2.60, $3.31, and $3.69 per share, respectively.
  
As of December 31, 2013, the total unrecognized cost related to non-vested options was approximately $5.7 million. This cost is expected to be recognized over a weighted average period of 2.4 years. The total fair value of the shares vested during the years ended December 31, 2013, 2012 and 2011 was approximately $6.3 million, $6.7 million, and $4.6 million, respectively.
 
Restricted Stock Unit Awards
 
In 2013, the Company granted approximately 0.5 million service-based RSUs and 0.2 million performance-based RSUs to its employees. Employee 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. Employee performance-based RSUs were awarded to the Company’s executives. Vesting of the performance-based RSUs is dependent upon the Company’s achievement of certain performance goals over a two-year measurement period. 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. Provided that the Company achieves the performance goals, 50% of the RSUs will vest after two years and the remaining 50% after the third year. The Company records stock-based compensation expense related to performance-based RSUs when it is considered probable that the performance conditions will be met. During the fourth quarter of 2013, the Company analyzed the performance targets associated with the performance-based RSUs granted in both 2012 and 2013.  Based on this analysis, the Company determined that achievement of the performance targets was no longer probable and accordingly reversed the $1.3 million of previously recorded stock-based compensation expense associated with the performance RSUs. The estimated aggregate grant-date fair values of the service-based RSUs and performance-based RSUs granted to employees during 2013 were $3.2 million and $1.4 million, respectively. 
 
Certain members of the Company’s board of directors elected to receive a portion of their 2013 annual compensation in the form of RSUs. During 2013, the Company granted approximately 0.1 million RSUs to its directors as a result of these elections. These RSUs were granted in January 2013 and vested through the end of 2013, with 25% vesting on the last day of each calendar quarter. The estimated aggregate grant-date fair value of the RSUs granted to directors during 2013 was $0.8 million.
 
 
81

 
A summary of the Company’s activity for the year ended December 31, 2013 for outstanding RSUs is as follows:
 
 
 
 
 
Weighted-
 
 
 
 
 
Average
 
 
 
 
 
Grant Date
 
 
 
 
 
Fair Value
 
 
 
RSUs
 
Per RSU
 
 
 
(In thousands)
 
 
 
 
Outstanding at January 1, 2013
 
1,007
 
$
7.60
 
Granted
 
863
 
$
6.18
 
Forfeited
 
(310)
 
$
7.25
 
Released
 
(254)
 
$
7.56
 
Outstanding at December 31, 2013
 
1,306
 
$
6.76
 
Vested at December 31, 2013
 
346
 
 
 
 
 
A summary of the Company’s activity for the year ended December 31, 2013 for unvested RSUs is as follows:
 
 
 
 
 
Weighted-
 
 
 
 
 
Average
 
 
 
 
 
Grant Date
 
 
 
 
 
Fair Value
 
 
 
RSUs
 
Per RSU
 
 
 
(In thousands)
 
 
 
 
Non-vested at January 1, 2013
 
740
 
$
7.56
 
Granted
 
863
 
$
6.18
 
Vested
 
(333)
 
$
7.34
 
Forfeited
 
(310)
 
$
7.25
 
Non-vested at December 31, 2013
 
960
 
$
6.50
 
 
The Company recognized $1.7 million, $2.1 million, and $0.7 million of stock-based compensation expense related to these RSUs in the years ended December 31, 2013, 2012, and 2011, respectively.

11. Segments, Significant Customers, Supplier and Service Providers and Geographic Information
 
The Company operates in one business segment, providing global satellite communications services and products.
  
The Company derived approximately 19%, 20%, and 23% of its total revenue in the years ended December 31, 2013, 2012 and 2011, respectively, and approximately 34% and 25% of its accounts receivable balance at December 31, 2013 and 2012, respectively, from prime contracts or subcontracts with agencies of the U.S. government. The two largest commercial customers accounted for approximately 16%, 20%, and 21% of the Company’s total revenue for the years ended December 31, 2013, 2012 and 2011, respectively, and represented approximately 15% and 13% of the Company’s total accounts receivable balance as of December 31, 2013 and 2012, respectively. Another single large commercial customer represented approximately 15% and 13% of the Company’s receivable balance at December 31, 2013 and 2012, respectively.
 
The Company contracts for the manufacture of its subscriber equipment primarily from two manufacturers and utilizes other sole source suppliers for certain component parts of its devices. Should events or circumstances prevent the manufacturers or the suppliers from producing the equipment or component parts, the Company’s business could be adversely affected until the Company is able to move production to other facilities of the manufacturer or secure a replacement manufacturer or an alternative supplier for such component parts.
 
A significant portion of the Company’s satellite operations and maintenance service is provided by Boeing. Should events or circumstances prevent Boeing from providing these services, the Company’s business could be adversely affected until the Company is able to assume operations and maintenance responsibilities or secure a replacement service provider.
 
 
82

 
Net property and equipment by geographic area was as follows as of December 31:
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
 
United States
 
$
118,011
 
$
94,017
 
Satellites in orbit
 
 
96,231
 
 
137,720
 
Iridium NEXT systems under construction
 
 
1,341,148
 
 
972,908
 
All others (1)
 
 
20,189
 
 
6,048
 
Total
 
$
1,575,579
 
$
1,210,693
 
 
(1)             No one other country represented more than 10% of property and equipment, net.
 
Revenue by geographic area was as follows for the years ended December 31:
 
 
 
2013
 
2012
 
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
 
United States
 
$
175,054
 
$
178,145
 
$
176,043
 
Canada
 
 
49,541
 
 
53,279
 
 
52,419
 
United Kingdom
 
 
37,421
 
 
42,706
 
 
48,886
 
Other countries (1)
 
 
120,633
 
 
109,390
 
 
106,959
 
Total
 
$
382,649
 
$
383,520
 
$
384,307
 
 
 (1)                 No one other country represented more than 10% of revenue.
 
Revenue is attributed to geographic area based on the billing address of the distributor. Service location and the billing address are often not the same. The Company’s distributors sell services directly or indirectly to end users, who may be located or use the Company’s products and services elsewhere. The Company cannot provide the geographical distribution of end users because it does not contract directly with them. The Company does not have significant foreign exchange risk on sales, as invoices are generally denominated in U.S. dollars.

12. Employee Benefit Plan
 
The Company sponsors a defined-contribution 401(k) retirement plan (the “Plan”) that covers all employees. Employees are eligible to participate in the Plan on the first day of the month following the date of hire, and participants are 100% vested from the date of eligibility. The Company matches employees’ contributions equal to 100% of the salary deferral contributions up to 5% of the employees’ compensation. Company-matching contributions to the Plan were $1.2 million for the years ended December 31, 2013 and 2012 and $1.1 million for the year ended December 31, 2011. The Company pays all administrative fees related to the Plan.

13. Income Taxes
 
U.S. and foreign components of income before income taxes are presented below:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
(In thousands)
 
U.S. income
 
$
111,685
 
$
94,719
 
$
65,272
 
Foreign income (loss)
 
 
(1,220)
 
 
299
 
 
309
 
Total income before income taxes
 
$
110,465
 
$
95,018
 
$
65,581
 
 
 
83

 
The components of the Company’s income tax provision are as follows:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
(In thousands)
 
Current taxes:
 
 
 
 
 
 
 
 
 
 
Federal provision (benefit)
 
$
(12)
 
$
(47)
 
$
82
 
State provision
 
 
7
 
 
96
 
 
816
 
Foreign provision
 
 
723
 
 
849
 
 
567
 
Total current tax provision
 
 
718
 
 
898
 
 
1,465
 
Deferred taxes:
 
 
 
 
 
 
 
 
 
 
Federal provision
 
 
39,041
 
 
30,014
 
 
21,089
 
State provision (benefit)
 
 
8,240
 
 
(610)
 
 
1,995
 
Foreign provision (benefit)
 
 
(51)
 
 
85
 
 
(3)
 
Total deferred tax provision
 
 
47,230
 
 
29,489
 
 
23,081
 
Total income tax provision
 
$
47,948
 
$
30,387
 
$
24,546
 
 
In 2011 and 2012, Arizona enacted tax law changes resulting in a benefit to the Company’s net deferred tax expense.  Due to the size and nature of the Company’s operations in Arizona, such changes have a significant impact on the tax provision in a given period.  As a result of these law changes, the Company’s deferred tax expense was reduced by approximately $4.0 million, $9.5 million and $3.1 million for the years ended December 31, 2013, 2012 and 2011, respectively.
 
A reconciliation of the U.S. federal statutory income tax expense to the Company’s effective income tax provision is as follows:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
(In thousands)
 
U.S. federal statutory tax rate
 
$
38,668
 
$
33,256
 
$
22,955
 
State taxes, net of federal benefit
 
 
9,048
 
 
3,837
 
 
2,561
 
State tax valuation allowance
 
 
3,151
 
 
1,943
 
 
-
 
Arizona tax law change
 
 
(3,975)
 
 
(9,524)
 
 
(3,126)
 
Other nondeductible expenses
 
 
1,185
 
 
414
 
 
854
 
Liability for uncertain tax positions
 
 
(146)
 
 
(45)
 
 
704
 
Tax credits and other adjustments
 
 
(849)
 
 
223
 
 
784
 
Foreign taxes and other items
 
 
866
 
 
283
 
 
(186)
 
Total income tax provision
 
$
47,948
 
$
30,387
 
$
24,546
 
 
 
84

 
The components of deferred tax assets and liabilities at December 31, 2013 and 2012 are as follows:
 
 
 
As of December 31,
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Deferred tax assets
 
 
 
 
 
 
 
Long-term contracts
 
$
33,988
 
$
22,894
 
Deferred revenue
 
 
4,086
 
 
6,212
 
Federal, state and foreign net operating loss carryforwards
    and tax credits
 
 
133,190
 
 
122,948
 
Other
 
 
21,571
 
 
19,551
 
Total deferred tax assets
 
 
192,835
 
 
171,605
 
Valuation allowance
 
 
(6,567)
 
 
(2,200)
 
Net deferred tax assets
 
$
186,268
 
$
169,405
 
 
 
 
 
 
 
 
 
Deferred tax liabilities
 
 
 
 
 
 
 
Fixed assets and intangibles
 
$
(58,220)
 
$
(58,930)
 
Research and development expenditures
 
 
(318,340)
 
 
(254,312)
 
Other
 
 
(3,457)
 
 
(2,824)
 
Total deferred tax liabilities
 
$
(380,017)
 
$
(316,066)
 
 
 
 
 
 
 
 
 
Net deferred income tax liabilities
 
$
(193,749)
 
$
(146,661)
 
 
The Company recognizes valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers: (i) future reversals of existing taxable temporary differences; (ii) future taxable income exclusive of reversing temporary differences and carryforwards; (iii) taxable income in prior carryback year(s) if carryback is permitted under applicable tax law; and (iv) tax planning strategies.
 
As of December 31, 2013, the Company had deferred tax assets related to cumulative U.S. and state net operating loss carryforwards of approximately $333.5 million. These net operating loss carryforwards, if unutilized, will expire in various amounts from 2015 through 2033. The Company believes that the U.S. federal net operating losses will be utilized before the expiration dates and as such no valuation allowance has been established for these deferred tax assets. The Company does not expect to fully utilize all of its state net operating losses within the respective carryforward periods. As such, the Company has increased its state net operating loss valuation allowance by $3.1  million for the year ended December 31, 2013. As of December 31, 2013, the Company had deferred tax assets related to the foreign net operating loss carryforwards of approximately $0.7 million in various jurisdictions that begin to expire in 2016. The Company also does not expect to fully utilize its foreign net operating losses within the respective carryforward periods.  As such, the Company has increased its foreign net operating loss valuation allowance by $0.2 million for the year ended December 31, 2013. The timing and manner in which the Company will utilize the net operating loss carryforwards in any year, or in total, may be limited in the future as a result of alternative minimum taxes, changes in the Company’s ownership and any limitations imposed by the jurisdictions in which the Company operates.
 
As of December 31, 2013, the Company had approximately $3.2 million of deferred tax assets related to research and development tax credits that expire in various amounts from 2028 through 2033, $1.7 million of foreign tax credits which expire in various amounts from 2020 through 2023, and $1.3 million of deferred tax assets related to Alternative Minimum Tax credits which do not expire. The Company believes that the research and development credits will be fully utilized within the carryforward period. However, the Company does not expect to utilize all of its foreign tax credits within the respective carryforward periods. As such, the Company has increased its valuation allowance by $1.0 million for the year ended December 31, 2013.
 
The Company has provided for U.S. income taxes on all undistributed earnings of its significant foreign subsidiaries since the Company does not indefinitely reinvest these undistributed earnings. The Company measures deferred tax assets and liabilities using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date.
 
Uncertain Income Tax Positions
 
The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Significant judgment is required in evaluating tax positions and determining the provision for income taxes. The Company establishes liabilities for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes may be due. These liabilities are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these liabilities in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of changes to these liabilities.
 
 
85

 
The amount of uncertain tax positions if recognized at December 31, 2013 was $1.3 million, as compared to $1.4 million at December 31, 2012. It is reasonably possible that $0.4 million of the unrecognized tax benefit reflected at December 31, 2013 may reverse in the next 12 months as the Company reassesses its filing positions in various foreign jurisdictions. Any changes are not anticipated to have significant impact on the results of operations, financial position or cash flows of the Company. All of the Company’s uncertain tax positions, if recognized, would affect its income tax expense.
 
The Company has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2013 and 2012, potential interest and penalties on unrecognized tax benefits were not significant.
 
The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete.  Currently, there are no U.S. federal, state or foreign jurisdiction tax audits pending.  The Company’s corporate U.S. federal and state tax returns from 2009 to 2012 remain subject to examination by tax authorities and the Company’s foreign tax returns from 2007 to 2012 remain subject to examination by tax authorities.
 
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits which includes related interest and penalties:
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Balance at January 1,
 
$
1,405
 
$
1,450
 
Change attributable to tax positions taken in a prior period
 
 
54
 
 
38
 
Change attributable to tax positions taken in the current period
 
 
7
 
 
7
 
Decrease attributable to lapse of statute of limitations
 
 
(207)
 
 
(90)
 
Balance at December 31,
 
$
1,259
 
$
1,405
 

14. Net Income Per Share
 
The computations of basic and diluted net income per share are set forth below:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except per share data)
 
Numerator:
 
 
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
 
$
55,517
 
$
62,939
 
$
41,035
 
Net income allocated to participating securities
 
 
(46)
 
 
(54)
 
 
(29)
 
Numerator for basic net income per share
 
 
55,471
 
 
62,885
 
 
41,006
 
Dividends on Series A Preferred Stock
 
 
7,000
 
 
1,692
 
 
-
 
Numerator for diluted net income per share
 
$
62,471
 
$
64,577
 
$
41,006
 
 
 
 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
 
 
 
Denominator for basic net income per share -
     weighted average outstanding common shares
 
 
76,909
 
 
74,239
 
 
72,164
 
Dilutive effect of warrants
 
 
-
 
 
1,272
 
 
1,395
 
Dilutive effect of stock options
 
 
-
 
 
6
 
 
-
 
Dilutive effect of Series A Preferred Stock
 
 
10,602
 
 
2,665
 
 
-
 
Denominator for diluted net income per share
 
 
87,511
 
 
78,182
 
 
73,559
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share - basic
 
$
0.72
 
$
0.85
 
$
0.57
 
Net income per share - diluted
 
$
0.71
 
$
0.83
 
$
0.56
 
 
For the year ended December 31, 2013, warrants to purchase 0.4 million shares of common stock and options to purchase 5.2 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive. Additionally, for the year ended December 31, 2013, 0.9 million unvested RSUs were excluded from the computation of basic and diluted net income per share. After December 31, 2013, the Company granted approximately 0.4 million stock options and 0.2 million RSUs to employees and members of the Company’s board of directors. These grants could have dilutive effects on net income per share in future periods.
 
 
86

 
For the year ended December 31, 2012, warrants to purchase 0.3 million shares of common stock, options to purchase 4.3 million shares of common stock and 0.5 million unvested RSUs were not included in the computation of diluted net income per share as the effect would be anti-dilutive.
 
For the year ended  December 31, 2011, warrants to purchase 5.8 million shares of common stock and options to purchase 4.6 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive.

15. Selected Quarterly Information (Unaudited)
 
The following represents the Company’s unaudited quarterly results for the years ended December 31, 2013 and 2012:
 
 
 
Quarter Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
 
 
2013
 
2013
 
2013
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except per share data)
 
Revenue
 
$
89,189
 
$
94,684
 
$
100,569
 
$
98,207
 
Operating income
 
$
25,338
 
$
28,848
 
$
29,451
 
$
26,257
 
Net income
 
$
14,934
 
$
15,413
 
$
16,585
 
$
15,585
 
Net income per common share - basic
 
$
0.17
 
$
0.18
 
$
0.19
 
$
0.18
 
Net income per common share -diluted
 
$
0.17
 
$
0.18
 
$
0.19
 
$
0.18
 
 
 
 
Quarter Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
 
 
2012
 
2012
 
2012
 
2012
 
 
 
(In thousands, except per share data)
 
Revenue
 
$
93,474
 
$
97,321
 
$
100,441
 
$
92,284
 
Operating income
 
$
14,088
 
$
28,274
 
$
31,688
 
$
31,024
 
Net income
 
$
12,418
 
$
17,663
 
$
17,839
 
$
16,711
 
Net income per common share - basic
 
$
0.17
 
$
0.24
 
$
0.24
 
$
0.20
 
Net income per common share -diluted
 
$
0.16
 
$
0.23
 
$
0.23
 
$
0.19
 
 
The sum of the per share amounts does not equal the annual amounts due to changes in the weighted average number of common shares outstanding during the year.
 
 
87

 
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.
 
Item 9A. 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 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.
 
Management’s Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Such internal control includes those policies and procedures that:
 
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company;
 
  
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of our company; and
 
  
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment, our management used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, our management has determined that, as of December 31, 2013, our internal control over financial reporting is effective based on those criteria.
 
Our independent registered public accounting firm, Ernst & Young LLP, has audited our 2013 financial statements. Ernst & Young LLP was given unrestricted access to all financial records and related data, including minutes of all meetings of stockholders, the Board of Directors and committees of the Board. Ernst & Young LLP has issued an unqualified report on our 2013 financial statements as a result of the audit and also has issued an unqualified report on our internal controls over financial reporting which is attached hereto.
 
 
88

 
Changes in Internal Control Over Financial Reporting
 
During the quarter ended December 31, 2013, 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.
 
 
89

 
Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Stockholders of Iridium Communications Inc.
 
We have audited Iridium Communications Inc.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). Iridium Communications Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, Iridium Communications Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Iridium Communications Inc. as of December 31, 2013 and 2012, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2013 and our report dated March 4, 2014 expressed an unqualified opinion thereon.
 
/s/ Ernst & Young LLP
 
McLean, Virginia
March 4, 2014
 
 
90

 
Item 9B. Other Information
 
None.
 
PART III
 
We will file a definitive Proxy Statement for our 2014 Annual Meeting of Stockholders (the “2014 Proxy Statement”) with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted as permitted by General Instruction G(3) to Form 10-K. Only those sections of the 2014 Proxy Statement that specifically address the items set forth herein are incorporated by reference.
 
Item 10. Directors, Executive Officers and Corporate Governance
 
The information required by this Item is incorporated by reference to the sections of our 2014 Proxy Statement entitled “Board of Directors and Committees,” “Election of Directors,” “Management” and “Section 16(a) Beneficial Ownership Reporting Compliance.”
 
Item 11. Executive Compensation
 
The information required by this Item is incorporated by reference to the sections of our 2014 Proxy Statement entitled “Compensation Discussion and Analysis,” “Executive Compensation” and “Director Compensation.”
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The information required by this Item is incorporated by reference to the sections of our 2014 Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans.”
 
Item 13. Certain Relationships and Related Transactions, and Director Independence
 
The information required by this Item is incorporated by reference to the sections of our 2014 Proxy Statement entitled “Transactions with Related Parties” and “Director Independence.”
 
Item 14. Principal Accountant Fees and Services
 
The information required by this Item is incorporated by reference to the section of our 2014 Proxy Statement entitled “Independent Registered Public Accounting Firm Fees.”
 
PART IV
 
Item 15. Exhibits and Financial Statement Schedules
 
(a) The following documents are filed as part of this Form 10-K:
 (1) Financial Statements  
Iridium Communications Inc.:
 
 
Report of Independent Registered Public Accounting Firm
 
Consolidated Balance Sheets
 
Consolidated Statements of Operations and Comprehensive Income
 
Consolidated Statements of Changes in Stockholders’ Equity
 
Consolidated Statements of Cash Flows
 
Notes to Consolidated Financial Statements
 
(2) Financial Statement Schedules
 
The financial statement schedules are not included here because required information is included in the consolidated financial statements.
 
 
91

 
(3) Exhibits
 
The exhibits that are filed or furnished with this report or that are incorporated by reference herein are set forth in the Exhibit Index on page 94, which is incorporated by reference herein.
 
 
92

 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) 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.
 
 
 
Date: March 4, 2014
By: 
/s/    Thomas J. Fitzpatrick        
 
 
Thomas J. Fitzpatrick
Chief Financial Officer
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: 
 
Name
 
Title
 
Date
 
 
 
 
 
/s/    Matthew J. Desch
 
Chief Executive Officer and Director
 
March 4, 2014
Matthew J. Desch
 
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/  Thomas J. Fitzpatrick
 
Chief Financial Officer, Chief Administrative
 
March 4, 2014
Thomas J. Fitzpatrick
 
Officer and Director(Principal Financial Officer)
 
 
 
 
 
 
 
/s/   Richard P. Nyren
 
Vice President and Corporate Controller
 
March 4, 2014
Richard P. Nyren
 
(Principal Accounting Officer)
 
 
 
 
 
 
 
/s/    Robert H. Niehaus
 
Director and Chairman of the Board
 
March 4, 2014
Robert H. Niehaus
 
 
 
 
 
 
 
 
 
/s/    J. Darrel Barros
 
Director
 
March 4, 2014
J. Darrel Barros
 
 
 
 
 
 
 
 
 
/s/    Thomas C. Canfield
 
Director
 
March 4, 2014
Thomas C. Canfield
 
 
 
 
 
 
 
 
 
/s/    Peter M. Dawkins
 
Director
 
March 4, 2014
Peter M. Dawkins
 
 
 
 
 
 
 
 
 
/s/    Alvin B. Krongard
 
Director
 
March 4, 2014
Alvin B. Krongard
 
 
 
 
 
 
 
 
 
/s/    Eric T. Olson
 
Director
 
March 4, 2014
Eric T. Olson
 
 
 
 
 
 
 
 
 
/s/    Steven B. Pfeiffer
 
Director
 
March 4, 2014
Steven B. Pfeiffer
 
 
 
 
 
 
 
 
 
/s/    Parker W. Rush
 
Director
 
March 4, 2014
Parker W. Rush
 
 
 
 
 
 
 
 
 
/s/    S. Scott Smith
 
Director
 
March 4, 2014
S. Scott Smith
 
 
 
 
 
  
 
  
 
  
93

 
 
EXHIBIT INDEX
 
Exhibit
No.
 
Document
 
 
 
3.1
 
Amended and Restated Certificate of Incorporation dated September 29, 2009, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
 
 
 
3.2
 
Certificate of Designations of Iridium Communications Inc. filed on October 3, 2012 with the Secretary of State of the State of Delaware designating the preferences, limitations, voting powers and relative rights of the 7% Series A Cumulative Perpetual Convertible Preferred Stock, incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on October 3, 2012.
 
 
 
3.3
 
Amended and Restated Bylaws, incorporated herein by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
 
 
 
4.1
 
Specimen Common Stock Certificate, incorporated herein by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 (Registration No. 333-147722) filed with the SEC on February 4, 2008.
 
 
 
4.2
 
Amended and Restated Warrant Agreement between the Registrant and American Stock Transfer & Trust Company, incorporated herein by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed on February 26, 2008.
 
 
 
4.3
 
Warrant Agreement for $11.50 Warrants between the Company and American Stock Transfer & Trust Company, incorporated herein by reference to Exhibit 4.4 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
 
 
 
4.4
 
Specimen Warrant Certificate for $11.50 Warrants, incorporated herein by reference to Exhibit 4.5 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
 
 
 
10.1†
 
Supplemental Agreement dated as of August 1, 2012 between Iridium Satellite LLC and Société Générale, as COFACE Agent, amending and restating 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, incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2012.
 
 
 
10.2
 
Amendment, dated as of July 26, 2013, to COFACE Facility Agreement, dated as of October 4, 2010, by and among Iridium Communications Inc., Iridium Satellite LLC, the other Obligors party thereto, the Lenders party thereto, the COFACE Agent and Deutsche Bank Trust Company Americas, as Security Agent and U.S. Collateral Agent, as amended and restated by the Supplemental Agreement dated as of August 1, 2012, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Quarterly Report Form 10-Q for filed with the SEC on October 31, 2013.
 
 
 
10.3
 
Amendment, dated as of October 30, 2013, to COFACE Facility Agreement, dated as of October 4, 2010, by and among Iridium Communications Inc., Iridium Satellite LLC, the other Obligors party thereto, the Lenders party thereto, the COFACE Agent and Deutsche Bank Trust Company Americas, as Security Agent and U.S. Collateral Agent, as amended and restated by the Supplemental Agreement dated as of August 1, 2012.
 
 
 
10.4
 
Security Agreement, dated as of October 13, 2010, between the Registrant, Iridium Satellite LLC, Iridium Holdings LLC, Iridium Carrier Holdings LLC, Iridium Carrier Services LLC, SE Licensing LLC, Iridium Government Services LLC, Iridium Constellation LLC, Syncom-Iridium Holdings Corp. and Deutsche Bank Trust Company Americas, acting as Security Agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.5
 
Pledge Agreement, dated as of October 13, 2010, between the Registrant, Syncom-Iridium Holdings Corp., Iridium Holdings LLC, Iridium Carrier Holdings LLC, Iridium Satellite LLC, Iridium Constellation LLC and Deutsche Bank Trust Company Americas, acting as Security Agent, incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.6
 
Stock Pledge Agreement, dated as of October 13, 2010, between the Registrant and Deutsche Bank Trust Company Americas, acting as Security Agent, incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
94

 
Exhibit
No.
 
Document
 
 
 
10.7†
 
Amended and Restated Limited Liability Company Agreement of Aireon LLC, between Aireon LLC, Iridium Satellite LLC, NAV CANADA and NAV CANADA Satellite, Inc., dated as of November 19, 2012, incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 5, 2013.
 
 
 
10.8†
 
Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Aireon LLC, between Aireon LLC, Iridium Satellite LLC, NAV CANADA and NAV CANADA Satellite, Inc., dated as of June 27, 2013, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Quarterly Report Form 10-Q for filed with the SEC on August 1, 2013.
 
 
 
10.9
 
Subscription Agreement for Preferred Interests between Aireon LLC and Enav S.p.A., dated as of December 20, 2013.
 
 
 
10.10
 
Subscription Agreement for Preferred Interests between Aireon LLC and Naviair, dated as of December 20, 2013.
 
 
 
10.11
 
Subscription Agreement for Preferred Interests between Aireon LLC and Irish Aviation Authority Limited, dated as of December 20, 2013.
 
 
 
10.12
 
Amended and Restated Subscription Agreement for Preferred Interests between Aireon LLC and NAV CANADA Satellite, Inc., dated as of December 20, 2013.
 
 
 
10.13†
 
Settlement Agreement between Iridium Holdings LLC, Iridium Satellite LLC, the Registrant and Motorola, Inc., dated as of September 30, 2010, incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.14†
 
Security Agreement, dated as of September 30, 2010, between Iridium Satellite LLC and Deutsche Bank Trust Company Americas, acting as Collateral Agent, incorporated by reference to Exhibit C to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.15
 
Guaranty, dated as of September 30, 2010, by Iridium Holdings LLC and the Registrant in favor of Motorola, Inc., incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.16
 
Amended and Restated Transition Services, Products and Asset Agreement, between Iridium Satellite LLC, Iridium Holdings LLC and Motorola, Inc., dated as of September 30, 2010, incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.17
 
Amendment No. 1 to Amended and Restated Transition Services, Products and Asset Agreement, between Iridium Satellite LLC, Iridium Holdings LLC and Motorola, Inc., dated as of December 30, 2010, incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.18†
 
System Intellectual Property Rights Amendment and Agreement, between Iridium Satellite LLC and Motorola, Inc., dated as of September 30, 2010, incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.19
 
Supplemental Subscriber Equipment Technology Amendment and Agreement, between Iridium Satellite LLC and Motorola, Inc., dated as of September 30, 2010, incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.20†
 
Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated June 1, 2010, incorporated by reference to Annex 1 to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on October 29, 2010.
 
 
 
10.21†
 
Amendment No. 1 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated August 6, 2010, incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on January 14, 2011.
 
 
 
10.22†
 
Amendment No. 2 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated September 30, 2010, incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2010.
 
 
 
10.23†
 
Amendment No. 3 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated October 25, 2010, incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.24†
 
Amendment No. 4 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated as of April 29, 2011, incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011.
 
 
95

 
Exhibit
No.
 
Document
 
 
 
10.25†
 
Amendment No. 5 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated September 12, 2011, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2011.
 
 
 
10.26†
 
Amendment No. 6 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated October 24, 2011, incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 6, 2012.
 
 
 
10.27†
 
Amendment No. 7 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated March 12, 2012, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2012.
 
 
 
10.28†
 
Amendment No. 8 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated March 13, 2012, incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2012.
 
 
 
10.29†
 
Amendment No. 9 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated June 19, 2012, incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-Q filed with the SEC on August 2, 2012.
 
 
 
10.30†
 
Amendment No. 10 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated June 19, 2012, incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-Q filed with the SEC on August 2, 2012.
 
 
 
10.31†
 
Amendment No. 11 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated July 3, 2012, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2012.
 
 
 
10.32†
 
Amendment No. 12 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated July 6, 2012, incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2012.
 
 
 
10.33†
 
Amendment No. 13 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated October 25, 2012, incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 5, 2013.
 
 
 
10.34†
 
Amendment No. 14 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated November 8, 2012, incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 5, 2013.
 
 
 
10.35†
 
Amendment No. 15 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated June 11, 2013, incorporated herein by reference to Exhibit 10.2 of the Registrant’s Quarterly Report Form 10-Q for filed with the SEC on October 31, 2013.
 
 
 
10.36†
 
Amendment No. 16 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated July 24, 2013, incorporated herein by reference to Exhibit 10.3 of the Registrant’s Quarterly Report Form 10-Q for filed with the SEC on October 31, 2013.
 
 
 
10.37†
 
Amendment No. 17 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated August 20, 2013, incorporated herein by reference to Exhibit 10.4 of the Registrant’s Quarterly Report Form 10-Q for filed with the SEC on October 31, 2013.
 
 
 
10.38††
 
Amendment No. 18 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated October 21, 2013.
 
 
 
10.39††
 
Amendment No. 19 to the Full Scale System Development Contract No. IS-10-021 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, dated October 29, 2013.
 
 
 
10.40†
 
Contract for Launch Services No. IS-10-008 between Iridium Satellite LLC and Space Exploration Technologies Corp., dated March 19, 2010, incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on March 29, 2011.
 
 
 
10.41†
 
Amendment No. 1 to the Contract for Launch Services No. IS-10-008 between Iridium Satellite LLC and Space Exploration Technologies Corp., dated September 17, 2010, incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2010.
 
 
96

 
Exhibit
No.
 
Document
 
 
 
10.42†
 
Amendment No. 2 to the Contract for Launch Services No. IS-10-008 between Iridium Satellite LLC and Space Exploration Technologies Corp., effective as of August 1, 2012, incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2012.
 
 
 
10.43†
 
Amendment No. 3 to the Contract for Launch Services No. IS-10-008 between Iridium Satellite LLC and Space Exploration Technologies Corp., dated as of May 9, 2013, incorporated herein by reference to Exhibit 10.5 of the Registrant’s Quarterly Report Form 10-Q for filed with the SEC on October 31, 2013.
 
 
 
10.44†
 
Contract for Launch Services No. IS-11-032 between Iridium Satellite LLC and International Space Company Kosmotras, dated as of June 14, 2011, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2011.
 
 
 
10.45†
 
Amendment No. 1 to Contract for Launch Services No. IS-11-032 between Iridium Satellite LLC and International Space Company Kosmotras, dated as of September 25, 2012 and effective as of June 13, 2013, incorporated herein by reference to Exhibit 10.2 of the Registrant’s Quarterly Report Form 10-Q for filed with the SEC on August 1, 2013.
 
 
 
10.46†
 
Amendment No. 2 to Contract for Launch Services No. IS-11-032 between Iridium Satellite LLC and International Space Company Kosmotras, dated as of April 15, 2013, incorporated herein by reference to Exhibit 10.3 of the Registrant’s Quarterly Report Form 10-Q for filed with the SEC on August 1, 2013.
 
 
 
10.47†
 
Amendment No. 3 to Contract for Launch Services No. IS-11-032 between Iridium Satellite LLC and International Space Company Kosmotras, dated as of June 13, 2013, incorporated herein by reference to Exhibit 10.4 of the Registrant’s Quarterly Report Form 10-Q for filed with the SEC on August 1, 2013.
 
 
 
10.48†
 
Products and Services Agreement No. AIR-12-001 between Aireon LLC and Harris Corporation Government Communications Systems Division, dated as of June 19, 2012, incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on September 12, 2012.
 
 
 
10.49†
 
Amendment No. 1 to the Products and Services Agreement No. AIR-12-001 between Aireon LLC and Harris Corporation Government Communications Systems Division, dated as of July 31, 2012, incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2012.
 
 
 
10.50†
 
Amendment No. 2 to the Products and Services Agreement No. AIR-12-001 between Aireon LLC and Harris Corporation Government Communications Systems Division, dated as of September 4, 2012, incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 2, 2012.
 
 
 
10.51
 
Amendment No. 3 to the Products and Services Agreement No. AIR-12-001 between Aireon LLC and Harris Corporation Government Communications Systems Division, dated as of March 18, 2013, incorporated herein by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 10-Q filed with the SEC on May 2, 2013.
 
 
 
10.52†
 
Iridium NEXT Support Services Agreement No. IS-10-019, by and between Iridium Satellite LLC and The Boeing Company for Support Services for Iridium NEXT, dated as of May 28, 2010, incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on March 29, 2011.
 
 
 
10.53
 
Indemnification Contract, dated December 5, 2000, among Iridium Satellite LLC, The Boeing Company, Motorola, Inc. and the United States, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
 
 
 
10.54†
 
Terms and Conditions for De-Orbit Postponement Modification for Contract DCA100-01-C-3001, by and between Iridium Satellite LLC, The Boeing Company and the United States Government, dated September 7, 2010, incorporated herein by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2010.
 
 
 
10.55
 
Intellectual Property Rights Agreement, dated December 11, 2000, among Motorola Inc. and Iridium Satellite LLC, incorporated herein by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
 
 
 
10.56
 
Subscriber Equipment Technology Agreement (Design), dated as of September 30, 2002, by and among Motorola Inc. and SE Licensing LLC, incorporated herein by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
 
 
 
10.57
 
Subscriber Equipment Technology Agreement (Manufacturing), dated as of September 30, 2002, by and among Motorola Inc. and SE Licensing LLC, incorporated herein by reference to Exhibit 10.5 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2009.
 
 
97

 
Exhibit
No.
 
Document
 
 
 
10.58†
 
Amended and Restated Contract Boeing No. BSC-2000-001 between Iridium Constellation LLC and The Boeing Company for Transition, Operations and Maintenance, Engineering Services, and Re-Orbit of the Iridium Communications System, dated as of May 28, 2010, incorporated herein by reference to Exhibit 10.8 of the Registrant’s Quarterly Report on Form 10-Q/A filed with the SEC on March 29, 2011.
 
 
 
10.59††
 
Contract for Enhanced Mobile Satellite Services between Iridium Satellite LLC and the Defense Information Systems Agency, effective October 22, 2013.
 
 
 
10.60
 
Form of Registration Rights Agreement, incorporated by reference to Annex D of the Registrant’s Proxy Statement filed with the SEC on August 28, 2009.
 
 
 
10.61†
 
Amendment No. 1 to Registration Rights Agreement, dated as of March 29, 2011, by and among Iridium Communications Inc. and the parties listed on the signature pages thereto, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 30, 2011.
 
 
 
10.62*
 
Amended and Restated Employment Agreement, dated as of March 30, 2011, by and between the Registrant and Matthew J. Desch, incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2011.
 
 
 
10.63*
 
Employment Agreement, dated as of March 31, 2010, by and between the Registrant and Thomas J. Fitzpatrick, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2010.
 
 
 
10.64*
 
Amendment to Employment Agreement by and between the Registrant and Thomas J. Fitzpatrick, dated as of December 31, 2010, incorporated by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.65*
 
Employment Agreement between the Registrant and S. Scott Smith, dated as of March 2010, incorporated by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 6, 2012.
 
 
 
10.66*
 
Amendment to Employment Agreement between the Registrant and S. Scott Smith, dated as of December 31, 2010, incorporated by reference to Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 6, 2012.
 
 
 
10.67*
 
Employment Agreement between the Registrant and John Roddy, dated as of December 31, 2010, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on January 6, 2011.
 
 
 
10.68*
 
Separation Agreement between the Registrant and John Roddy, dated as of November 7, 2013.
 
 
 
10.69*
 
Employment Agreement between the Registrant and Bryan J. Hartin, dated as of December 10, 2012.
 
 
 
10.70*
 
Employment Agreement between the Registrant and Thomas D. Hickey, dated as of April 29, 2011.
 
 
 
10.71*
 
2009 Iridium Communications Inc. Stock Incentive Plan, incorporated by reference to Annex E of the Registrant’s Proxy Statement filed with the SEC on August 28, 2009.
 
 
 
10.72
 
Form of Indemnity Agreement between the Registrant and each of its directors and officers, incorporated by reference to Exhibit 10.5 to the Registrant’s Form S-1/A filed with the SEC on February 4, 2008.
 
 
 
10.73*
 
Form of Stock Option Award Agreement for use in connection with the 2009 Iridium Communications Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.74*
 
Form of Restricted Stock Unit Agreement for use in connection with the 2009 Iridium Communications Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 6, 2012.
 
 
 
10.75*
 
Performance Share Program established under the Iridium Communications Inc. 2012 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 3, 2014.
 
 
 
10.76*
 
Form of Performance Share Award Grant Notice and Performance Share Award Agreement for use in connection with the Performance Share Program established under the Iridium Communications Inc. 2012 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 3, 2014.
 
 
98

 
Exhibit
No.
 
Document
 
 
 
10.77*
 
Form of Stock Option Agreement for Non-Employee Directors for use in connection with the 2009 Iridium Communications Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.78*
 
Form of Restricted Stock Award Agreement for Non-Employee Directors for use in connection with the 2009 Iridium Communications Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.79*
 
Form of Restricted Stock Unit Agreement for Non-Employee Directors for use in connection with the 2009 Iridium Communications Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 7, 2011.
 
 
 
10.80*
 
Iridium Communications Inc. 2012 Equity Incentive Plan, incorporated by reference to Appendix A to the Registrant’s Proxy Statement filed with the SEC on April 10, 2012.
 
 
 
10.81*
 
Forms of Stock Option Grant Notice and Stock Option Agreement for use in connection with the Iridium Communications Inc. 2012 Equity Incentive Plan, incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2012.
 
 
 
10.82*
 
Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for use in connection with the Iridium Communications Inc. 2012 Equity Incentive Plan, incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 23, 2012.
 
 
 
10.83*
 
Non-Employee Director Compensation Plan, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on December 22, 2009.
 
 
 
10.84*
 
Iridium Communications Inc. 2013 Executive Cash Performance Bonus Plan, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on March 19, 2013.
 
 
 
10.85*
 
Aireon LLC 2013 Cash Performance Bonus Plan, incorporated herein by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on March 19, 2013.
 
 
 
21.1
 
List of Subsidiaries.
 
 
 
23.1
 
Consent of Ernst & Young LLP, independent registered public accounting firm.
 
 
 
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
 
 
 
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
 
 
 
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase
 
 
 
 
Confidential treatment has been granted 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.
††
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.
*
Denotes compensatory plan, contract or arrangement.
 
 
99

 
EX-10.3 2 v367143_ex10-3.htm EXHIBIT 10.3

 

EXECUTION VERSION

 

THIS AMENDMENT TO THE COFACE FACILITY AGREEMENT (this “Amendment”), dated as of 30 October 2013 (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, SOCIÉTÉ GÉNÉRALE as agent of the other Finance Parties (in this capacity the “COFACE Agent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS as security agent and trustee for the Secured Parties (the “Security Agent” and the “U.S. Collateral Agent”) and is made with reference to the COFACE Facility Agreement, dated as of October 4, 2010, 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 U.S. Collateral Agent, as amended and restated from time to time (the “COFACE Facility Agreement”).

 

agreement:

 

1.Definitions; Interpretation

 

1.1Definitions

 

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

 

1.2Construction

 

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.Amendments

 

Effective as of the Effective Date, paragraphs 2 (Security Agent as holder of Security) and 7 (Approval) of Schedule 28 (Security Agent) of the COFACE Facility Agreement shall be substituted in their entirety with the corresponding provisions set out in Schedule 1 (Amendments to Security Agent Provisions) of this Amendment.

 

3.Representations

 

3.1Representations

 

The representations set out in this Clause 3 (Representations) are made by each Obligor on the date of this Amendment to each Finance Party.

 

3.2Powers 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.

 

1
 

 

3.3Legal validity

 

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

 

3.4Non-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.

 

3.5Authorisations

 

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.

 

3.6Governing 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.

 

3.7Credit 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 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.

 

2
 

 

4.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, the COFACE Agent and the Security Agent on behalf of the Finance Parties and delivery of each party’s respective signature pages to each of the other parties hereto.

 

5.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.

 

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

 

(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.

 

3
 

 

(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
 

 

SCHEDULE 1

 

AMENDMENTS TO SECURITY AGENT PROVISIONS

 

2.Security Agent as holder of Security

 

(a)In this Schedule 28 (Security Agent):

 

(i)Security Agent Claim has the meaning given to it in paragraph (c) below.

 

(ii)Secured Party Claim means any amount which an Obligor owes to a Secured Party under or in connection with the Finance Documents.

 

(b)Unless expressly provided to the contrary, the Security Agent holds any security created by a Transaction Security Document as agent for the relevant Secured Parties.

 

(c)Each Obligor must pay the Security Agent, as an independent and separate creditor, an amount equal to each Secured Party Claim on its due date (each, a Security Agent Claim). For the purposes of Russian law and subject to the other provisions of this paragraph 2, the Security Agent is the joint and several creditor with each Secured Party in respect of each Secured Party Claim, with an independent right to demand and enforce payment of each Security Agent Claim on the terms set out in paragraphs (f) to (m) below.

 

(d)Unless expressly provided to the contrary in any Finance Document, the Security Agent holds:

 

(i)the benefit of any Security Agent Claims; and

 

(ii)any proceeds of the enforcement of any Transaction Security Documents,

 

for the benefit, and as the property, of, and on trust for, the Secured Parties and so that they are not available to the personal creditors of the Security Agent or otherwise available to the Security Agent for its own use.

 

(e)The Security Agent will separately identify in its records the property rights referred to in paragraph (d) above.

 

(f)It is agreed that, in respect of each Security Agent Claim, the Security Agent shall:

 

(i)share the proceeds of each Security Agent Claim with the other Secured Parties; and

 

(ii)pay those proceeds to the Secured Parties,

 

in accordance with their respective interests in the amounts outstanding under the Finance Documents.

 

(g)The Security Agent may enforce performance of any Security Agent Claim in its own name as an independent and separate right. This includes filing any suit, execution, enforcement of Transaction Security Documents in accordance with their respective terms, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceeding.

 

5
 

 

(h)Each Secured Party must, at the request of the Security Agent, perform any act required in connection with the enforcement of any Security Agent Claim. This includes issuing a power of attorney to the Security Agent and joining in any proceedings as co-claimant with the Security Agent.

 

(i)Unless the Security Agent fails to enforce a Security Agent Claim within a reasonable time after its due date, a Secured Party may not take any action to enforce the corresponding Secured Party Claim unless it is requested to do so by the Security Agent.

 

(j)Each Obligor irrevocably and unconditionally waives any right it may have to require a Secured Party to join in any proceedings as co-claimant with the Security Agent in respect of any Security Agent Claim.

 

(k)In each case, and (for the avoidance of doubt) without otherwise increasing the aggregate indebtedness of the Obligors:

 

(i)discharge by an Obligor of a Secured Party Claim will discharge the corresponding Security Agent Claim in the same amount; and
(ii)discharge by an Obligor of a Security Agent Claim will discharge the corresponding Secured Party Claim in the same amount.

 

(l)The aggregate amount of the Security Agent Claims will never exceed the aggregate amount of Secured Party Claims.

 

(m)(i)A defect affecting a Security Agent Claim against an Obligor will not affect any Secured Party Claim.

 

(ii)A defect affecting a Secured Party Claim against an Obligor will not affect any Security Agent Claim.

 

(n)If the Security Agent returns to any Obligor, whether in any kind of insolvency proceedings or otherwise, any recovery in respect of which it has made a payment to a Secured Party, that Secured Party must repay an amount equal to that recovery to the Security Agent.

 

7.Approval

 

Each Secured Party:

 

(a)confirms its approval of each Transaction Security Document;

 

(b)authorises and directs the Security Agent (by itself or by such person(s) as it may nominate) to enter into and enforce the Transaction Security Documents as trustee (or agent) or as otherwise provided (and whether or not expressly in the names of the Secured Parties) on its behalf for the purpose of all laws other than Russian law; and

 

(c)authorises and directs the Security Agent to enter into and enforce the Transaction Security Documents governed by Russian law in its own name as the joint and several creditor with each Secured Party.

 

6
 

 

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  

 

7
 

 

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

 

8
 

 

COFACE Agent  
   
SOCIÉTÉ GÉNÉRALE  
   
By: /s/ Fleur Ferrari  
Name:  Fleur Ferrari  
Title:  
   
By: /s/ Olivia Brun Codina  
Name:  Olivia Brun Codina  
Title:  

 

 
 

 

Security Agent  
   
DEUTSCHE BANK TRUST COMPANY AMERICAS
 
By: /s/ Deirdre Lewis  
Name:  Deirdre Lewis  
Title: Vice President  
   
By: /s/ Nigel W. Luke  
Name:  Nigel W. Luke  
Title: Vice President  

 

 

 

EX-10.9 3 v367143_ex10-9.htm EXHIBIT 10.9

 

Execution Version

 

AIREON LLC

  

 

 

SUBSCRIPTION AGREEMENT

 

FOR INTERESTS

 

(Preferred Interests)

 

 
 

 

AIREON LLC

SUBSCRIPTION AGREEMENT

FOR

 

INTERESTS

 

(Preferred Interests)

 

THE OFFERING OF SECURITIES DESCRIBED HEREIN HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.  THIS OFFERING IS MADE PURSUANT TO RULE 506 OF REGULATION D UNDER SECTION 4(2) OF SAID ACT, WHICH EXEMPTS FROM SUCH REGISTRATION TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING.  FOR THIS REASON, THESE SECURITIES WILL BE SOLD ONLY TO INVESTORS WHO MEET CERTAIN MINIMUM SUITABILITY QUALIFICATIONS DESCRIBED HEREIN. 

 

A SUBSCRIBER SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE COMPANY FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION, AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE INTERESTS UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION.  TRANSFER OF THE INTERESTS IS ALSO RESTRICTED BY THE TERMS OF THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RELATING THERETO.

 

NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED STATES OF AMERICA THAT WOULD PERMIT AN OFFERING OF THE INTERESTS, OR POSSESSION OR DISTRIBUTION OF OFFERING MATERIALS IN CONNECTION WITH THE ISSUANCE OF THESE INTERESTS, IN ANY COUNTRY OR JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. IT IS THE RESPONSIBILITY OF ANY PERSON WISHING TO PURCHASE ANY OF THESE INTERESTS TO SATISFY HIMSELF, HERSELF OR ITSELF AS TO FULL OBSERVANCE OF THE LAWS OR REGULATIONS OF ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES OF AMERICA IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES.

 

 
 

 

AIREON LLC IS NOT A UCITS FUND. IT HAS NOT BEEN NOR WILL IT BE REGISTERED WITH THE BANK OF ITALY AND THE Commissione Nazionale per le Società e la Borsa (CONSOB). ITALIAN AUTHORITIES FOR REGISTRATION. THE INTERESTS ARE OFFERED UPON THE EXPRESS REQUEST OF THE INVESTOR, WHO HAS DIRECTLY CONTACTED AIREON LLC OR ITS MEMBERS ON THE INVESTOR’S OWN INITIATIVE. NO ACTIVE MARKETING OF AIREON LLC HAS BEEN NOR WILL IT BE MADE IN ITALY AND THIS SUBSCRIPTION AGREEMENT HAS BEEN SENT TO THE INVESTOR AT THE INVESTOR’S REQUEST. THE INVESTOR ACKNOWLEDGES THE ABOVE AND HEREBY AGREES NOT TO TRANSFER ANY INTERESTS, NOR TO CIRCULATE THIS SUBSCRIPTION AGREEMENT TO OTHER ITALIAN INVESTORS UNLESS EXPRESSLY PERMITTED BY APPLICABLE LAW. THIS SUBSCRIPTION AGREEMENT AND OTHER OFFERING MATERIALS RELATING TO THE OFFER OF INTERESTS ARE STRICTLY CONFIDENTIAL AND MAY NOT BE DISTRIBUTED TO ANY PERSON OR ENTITY OTHER THAN THE RECIPIENTS HEREOF.

 

2.
 

 

SUBSCRIPTION AGREEMENT

 

This Subscription Agreement (this “Agreement”), dated as of December 20, 2013, is entered into by and among AIREON LLC, a Delaware limited liability company (the “Company”), and Enav S.p.A., a company formed under the laws of the Italian Republic (the “Investor”), in connection with the Investor’s purchase of Preferred Interests in the Company (“Interests”) and admission as a Member of the Company pursuant to the terms of this Agreement and the Company’s Second Amended and Restated Limited Liability Company Agreement, in substantially the form set forth as Exhibit A attached hereto (the “Operating Agreement”), which shall be entered into on or before February 14, 2014 and shall amend and restate that certain Amended and Restated Limited Liability Company Agreement, dated as of November 19, 2012, as amended by Amendment No. 1 dated as of June 27, 2013 (as so amended, the “Original Operating Agreement”), by and among NAV CANADA Satellite, Inc., a wholly owned subsidiary of NAV CANADA ("NAV CANADA US Subsidiary"), NAV CANADA, Iridium Satellite LLC (“Iridium”), and the Company. Capitalized terms used but not defined herein shall have the meanings given them in the Operating Agreement.

 

The Investor hereby subscribes for Interests in the Company, and the Company and the Investor hereby agree as follows:

 

1.          Subscription.

 

(a)          First Additional Investors Tranche Financing.

 

Subject to the terms and conditions hereof, on or before February 14, 2014, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “First Tranche Capital Contribution” set forth on Exhibit B attached hereto (the “First Tranche”) for the aggregate purchase price that corresponds to such First Tranche Capital Contribution amount set forth on Exhibit B attached hereto (the “Initial Purchase Price”).

 

(b)          Second Additional Investors Tranche Financing.

 

(i)          Subject to the terms and conditions hereof and the terms and conditions of the Operating Agreement, including Section 3.6.5.1 thereof, upon the satisfaction (or waiver by the Investor) of all of the conditions set forth in Section 3.6.5.1 of the Operating Agreement, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “Second Tranche Capital Contribution” set forth on Exhibit B attached hereto for the aggregate purchase price that corresponds to such Second Tranche Capital Contribution amount set forth on Exhibit B attached hereto.

 

1.
 

 

 

(c)          Third Additional Investors Tranche Financing.

 

(i)          Subject to the terms and conditions hereof and the terms and conditions of the Operating Agreement, including Section 3.6.5.2 thereof, upon the satisfaction (or waiver by the Investor) of all of the conditions set forth in Section 3.6.5.2 of the Operating Agreement, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “Third Tranche Capital Contribution” set forth on Exhibit B attached hereto for the aggregate purchase price that corresponds to such Third Tranche Capital Contribution amount set forth on Exhibit B attached hereto.

 

(d)          Fourth Additional Investors Tranche Financing.

 

(i)          Subject to the terms and conditions hereof and the terms and conditions of the Operating Agreement, including Section 3.6.5.3 thereof, upon the satisfaction (or waiver by the Investor) of all of the conditions set forth in Section 3.6.5.3 of the Operating Agreement, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “Fourth Tranche Capital Contribution” set forth on Exhibit B attached hereto for the aggregate purchase price that corresponds to such Fourth Tranche Capital Contribution amount set forth on Exhibit B attached hereto.

 

(e)          Closing of Purchase and Sale.

 

(i)           The purchase and sale of the First Tranche (the “Initial Closing”) shall take place at the offices of the Company, as soon as practicable after satisfaction of the terms and conditions of this Agreement relating to the Initial Closing; provided, however, that if such day is a Saturday, Sunday or legal holiday (in the State of Delaware or in Rome, Italy), the Initial Closing shall take place on the following Business Day (such date, the “Initial Closing Date”). At the Initial Closing, (1) the Company shall deliver to the Investor the various certificates, instruments and documents referred to in Section 3 below, (2) the Investor shall deliver to the Company the various certificates, instruments and documents referred to in Section 4 below, (3) the Company shall issue to the Investor the applicable Preferred Interests being purchased by the Investor by appropriate notation in the Member Register, and (4) the Investor shall deliver to the Company, by wire transfer of immediately available funds to an account identified by the Company and communicated in writing to the Investor at least 15 (fifteen) days prior to the Initial Closing, the Initial Purchase Price. Notwithstanding the foregoing, if the purchase and sale of the First Tranche takes place at more than one closing, then the Company and the Investor shall only be required to deliver the deliverables set forth in foregoing clauses (1) and (2) at the first such closing.

 

2.
 

 

(ii)         The purchase and sale of the Investor's portion of the Second Additional Investors Financing Interest, the Third Additional Investors Financing Interest, and the Fourth Additional Investors Financing Interest (each such purchase and sale, a “Subsequent Closing”, and the date of any such Subsequent Closing, a “Subsequent Closing Date”) shall take place at the offices of the Company in accordance with the terms and conditions herein and the Operating Agreement. At any Subsequent Closing, (1) the Company shall deliver to the Investor the various certificates, instruments and documents referred to in Section 5 below, (2) the Investor shall deliver to the Company the various certificates, instruments and documents referred to in Section 6 below, (3) the Company shall issue to the Investor the applicable Preferred Interests being purchased by the Investor in such Subsequent Closing by appropriate notation in the Member Register, and (4) the Investor shall deliver to the Company, by wire transfer of immediately available funds to an account identified by the Company and communicated in writing to the Investor at least 15 (fifteen) days prior to the Initial Closing, the applicable purchase price for such Subsequent Closing. Notwithstanding the foregoing, if the purchase and sale of the Second Additional Investors Financing Interest takes place at more than one closing, then the Company and the Investor shall only be required to deliver the deliverables set forth in foregoing clauses (1) and (2) at the first such closing for such Additional Investors Financing.

 

2.          Operating Agreement. Concurrent with the Initial Closing, (i) the Company shall include a schedule to the Operating Agreement which reflects the admission of the Investor as a member of the Company and issuance of Preferred Interests issuable at the Initial Closing to the Investor, and (ii) the Investor shall execute a counterparty to the Operating Agreement in accordance with the terms and conditions thereof. The Parties agree and acknowledge that the Operating Agreement that will be executed at the Initial Closing by the Investor and the other parties shall have the form set forth in Exhibit A, provided that any change, amendment and/or modification to the text of the Operating Agreement attached herewith under Exhibit A, occurring, due and/or necessary for whatever reason prior to Initial Closing, other than the filling in of dates, changes to entity names to reflect assignment of subscription rights to subsidiaries and similar clerical matters, shall be immediately communicated to the Investor and shall be approved in writing by the Investor, which approval shall not unreasonably be withheld, denied or delayed.

 

3.          Conditions to the Investor’s Obligations at Initial Closing. The obligations of the Investor under this Agreement to be performed at the Initial Closing are subject to the fulfillment on or before the Initial Closing of each of the following conditions by the Company (unless waived by the Investor in writing):

 

(a)          Representations and Warranties. The representations and warranties by the Company contained in Section 8 of this Agreement that are qualified by reference to “material”, “materially”, “material adverse effect” or “Material Adverse Change” shall be true and correct in all respects when made and on and as of the Initial Closing (with the same effect as though such representations and warranties had been made on and as of the date of such Initial Closing), and all other representations and warranties by the Company contained in Section 8 of this Agreement shall be true and correct in all material respects when made and on and as of the Initial Closing (with the same effect as though such representations and warranties had been made on and as of the date of such Initial Closing), except for such representations and warranties which are made as of a certain date, which shall be true and correct in all respects or in all material respects, as applicable, as of such date.

 

3.
 

 

(b)          Performance. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement and the Operating Agreement that are required to be performed or complied with by it on or before the Initial Closing.

 

(c)          Compliance Certificate. An officer of the Company shall deliver to the Investor at the Initial Closing a certificate signed by him on behalf of the Company stating that the conditions specified in Sections 3(a), 3(b) and 3(d) hereof have been fulfilled and stating that on the Initial Closing Date, to the Company’s knowledge, there exists no event, circumstance, condition, fact, effect or other matter, or series of events, circumstances, conditions, facts, effects or matters, individually or in the aggregate, that has had or would be reasonably expected to have a Material Adverse Change.

 

(d)          Consents and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the Operating Agreement and to carry out the transactions contemplated hereby and thereby. All corporate and other action, including any amendments to the Operating Agreement, and any governmental filings necessary to effectuate the terms of this Agreement, the Operating Agreement and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken.

 

4.          Conditions to Company’s Obligations at Initial Closing. The obligations of the Company to the Investor under this Agreement to be performed at the Initial Closing are subject to the fulfillment on or before the Initial Closing of each of the following conditions by the Investor (unless waived by the Company in writing):

 

(a)          Representations and Warranties of the Investor. The representations and warranties by the Investor contained in Section 7 of this Agreement that are qualified by reference to “material”, “materially”, “material adverse effect” or “Material Adverse Change” shall be true and correct in all respects when made and on and as of the Initial Closing (with the same effect as though such representations and warranties had been made on and as of the Initial Closing) and all other representations and warranties by the Investor shall be true and correct in all material respects when made and on and as of the Initial Closing (with the same effect as though such representations and warranties had been made on and as of the date of the Initial Closing), except for such representations and warranties which are made as of a certain date, which shall be true and correct in all respects or in all material respects, as applicable, as of such date.

 

(b)          Compliance Certificate from the Investor. The Company shall have received a certificate of the Investor signed by an authorized officer of the Investor to the effect that the conditions in Sections 4(a) and 4(c) have been satisfied.

 

(c)          Consents and Waivers. The Investor shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the Operating Agreement and to carry out the transactions contemplated hereby and thereby. All corporate and other action, including any amendments to the Operating Agreement, and any governmental filings necessary to effectuate the terms of this Agreement, the Operating Agreement and other agreements and instruments executed and delivered by the Investor in connection herewith shall have been made or taken.

 

4.
 

 

(d)          Purchase Price. The Investor shall have funded to the Company the Initial Purchase Price.

 

5.          Conditions to the Investor’s Obligations at any Subsequent Closing. The obligations of the Investor under this Agreement to be performed at any Subsequent Closing are subject to the fulfillment on or before such Subsequent Closing of each of the following conditions by the Company (unless waived by the Investor in writing):

 

(a)          Representations and Warranties of the Company. The representations and warranties by the Company contained in Section 8 of this Agreement that are qualified by reference to “material”, “materially”, “material adverse effect” or “Material Adverse Change” shall be true and correct in all respects as of such Subsequent Closing Date, as if made on and as of such Subsequent Closing Date, and all other representations and warranties by the Company contained in Section 8 of this Agreement shall be true and correct in all material respects as of such Subsequent Closing Date, as if made on such Subsequent Closing Date, except for such representations and warranties which are made as of a certain date, which shall be true and correct in all respects or in all material respects, as applicable, as of such date.

 

(b)          Performance. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement, and the Operating Agreement that are required to be performed or complied with by it on or before such Subsequent Closing.

 

(c)          Compliance Certificate. The Investor shall have received a certificate of the Company signed by an authorized officer of the Company to the effect that the conditions in Sections 5(a), 5(b) and 5(d) have been satisfied.

 

(d)          Consents and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the Operating Agreement and to carry out such Subsequent Closing. All corporate and other action, including any amendments to the bylaws of the Company, and any governmental filings necessary to effectuate the terms of this Agreement, the Operating Agreement and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken.

 

(e)          Operating Agreement Conditions. All of the conditions applicable to such Subsequent Closing set forth in the Operating Agreement, including the conditions set forth in Section 3.6.5 therein, have been satisfied.

 

5.
 

 

6.          Conditions to Company’s Obligations at any Subsequent Closing. The obligations of the Company to the Investor under this Agreement to be performed at any Subsequent Closing are subject to the fulfillment on or before such Subsequent Closing of each of the following conditions by the Investor (unless waived by the Company in writing):

 

(a)          Representations and Warranties of the Investor. The representations and warranties by the Investor contained in Section 7 of this Agreement that are qualified by reference to “material”, “materially”, “material adverse effect” or “Material Adverse Change” shall be true and correct in all respects as of such Subsequent Closing Date, as if made on and as of such Subsequent Closing Date, and all other representations and warranties by the Investor shall be true and correct in all material respects as of such Subsequent Closing Date, as if made on such Subsequent Closing Date, except for such representations and warranties which are made as of a certain date, which shall be true and correct in all respects or in all material respects, as applicable, as of such date.

 

(b)          Compliance Certificate from the Investor. The Company shall have received a certificate of the Investor signed by an authorized officer of the Investor to the effect that the conditions in Sections 6(a) and 6(c) have been satisfied.

 

(c)          Consents and Waivers. The Investor shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the Operating Agreement and to carry out such Subsequent Closing. All corporate and other action, including any amendments to the Operating Agreement, and any governmental filings necessary to effectuate the terms of this Agreement, the Operating Agreement and other agreements and instruments executed and delivered by the Investor in connection herewith shall have been made or taken.

 

(d)          Purchase Price. The Investor shall have funded to the Company the applicable purchase price for such Subsequent Closing.

 

7.          The Investor’s Representations. In connection with the Investor’s purchase of the Preferred Interests, the Investor makes the following representations and warranties on which the Company is entitled to rely.

 

(a)          The Investor is a Person duly organized, validly existing and in good standing under the laws of the Italian Republic and has all requisite power and authority to carry on its business as now conducted, to own and use the properties owned and used by it and to enter into this Agreement and the Operating Agreement. All action (corporate or other) on the part of the Investor for the authorization of the execution and delivery of this Agreement and the Operating Agreement and the performance of all obligations of the Investor hereunder, has been taken as of the date hereof, and thereunder, shall be taken as of the date thereof, and each such agreement constitutes, or shall constitute, its valid and legally binding obligation, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights and the general equity principles.

 

6.
 

 

(b)          The Investor has received, read and understands the Operating Agreement and this Agreement. For purposes of the preceding sentence, the Operating Agreement shall mean the Operating Agreement in the form attached herewith under Exhibit A, and for the Subsequent Closings the most recent version of such document that was made available to the Investor through the time immediately prior to such Subsequent Closing.

 

(c)          No representations or warranties have been made to the Investor by the Company, or any agent of said persons, other than as set forth in the Operating Agreement and this Agreement.

 

(d)          The Investor is acquiring the Preferred Interests solely for the Investor’s own account and not directly or indirectly for the account of any other person whatsoever for investment and not with a view to, or for sale in connection with, any distribution of the Preferred Interests. The Investor does not have any contract, undertaking or arrangement with any person to sell, transfer or grant a participation to any person with respect to the Preferred Interests.

 

(e)          The Investor is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D under the Securities Act, as presently in effect.

 

(f)          No suit, action, claim, investigation or other proceeding is pending or, to the Investor’s knowledge, is threatened against the Investor or its Affiliates which questions the validity of the Operating Agreement or this Agreement or any action taken or to be taken pursuant to the Operating Agreement or this Agreement. For the purpose of this Agreement, “knowledge” means, with respect to the Investor, the actual knowledge of those individuals set forth on Schedule 7(f) hereto after due inquiry.

 

(g)          All action on the part of the Investor, its officers, directors and members necessary for the authorization of the execution and delivery of this Agreement and the Operating Agreement and the performance of all obligations of the Investor hereunder and thereunder has been taken as of the date hereof. The Operating Agreement and this Agreement create valid and binding obligations of the Investor and are enforceable against the Investor in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

 

8.          Company’s Representations. The Company makes the following representations and warranties on which the Investor is entitled to rely:

 

(a)          The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now conducted and in which it proposes to engage in and to own and use the properties owned and used by it. The Company has made available to the Investor a complete and correct copy of its certificate of formation and the Original Operating Agreement, each as amended to date (the “Company Organizational Documents”).

 

7.
 

 

(b)          Capitalization and Voting Rights.

 

(i)          Immediately prior to the Initial Closing, the Fully Diluted Company Interests consist of (i) 81.3% issued and outstanding Common Interests, all of which are held by Iridium and (ii) 18.7% issued and outstanding Preferred Interests, all of which are held by NAV CANADA US Subsidiary.

 

(ii)         At the Initial Closing and after giving effect to the transactions contemplated herein occurring on or prior to the Initial Closing Date, the Fully Diluted Company Interests will consist of (i) 75.19% issued and outstanding Common Interests, all of which are held by Iridium and (ii) 24.81% issued and outstanding Preferred Interests, which are held by the Investor, NAV CANADA US Subsidiary, IAA and Naviair in the following percentages:

 

The Investor – 3.84%

 

NAV CANADA US Subsidiary – 17.29%

 

IAA – 1.84%

 

Naviair – 1.84%

 

(iii)        The Company does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interests in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, any Person.

 

Except as set forth in clause (ii) above, at the Initial Closing or the last Subsequent Closing contemplated herein, as applicable, there are or will be no other Interests or securities (including interest appreciation, “phantom interest”, interest participation or similar rights) of, or in respect of, the Company of any class issued, reserved for issuance or outstanding. Except as set forth on Schedule 8(b) hereto, at the Initial Closing or the last Subsequent Closing, as applicable, there are or will be no outstanding options, warrants, rights (including exchange, conversion, subscription, purchase or preemptive rights), agreements or obligations for the purchase or acquisition from the Company of any Interests or that could require the Company to issue, sell or otherwise cause to become outstanding, purchase or dispose of any Interests (other than pursuant to this Agreement, the Subscription Agreements between the Company and each of NAV CANADA US Subsidiary, IAA and Naviair, and the Operating Agreement). At the Initial Closing or the last Subsequent Closing, as applicable, neither the Company nor, to the Company’s knowledge, any of its members or directors, is or will be a party or subject to any agreement, commitment or understanding (including any voting trusts or proxies), which affects or relates to the voting or giving of written consents with respect to any Interest or security of the Company or by a Director of the Company (other than the Operating Agreement).

 

(c)          The execution, delivery and performance of the Operating Agreement and this Agreement, the consummation of all of the transactions contemplated hereby and thereby do not and will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Company is a party or any license, permit, franchise, judgment, order, writ or decree, or any law, statute, rule or regulation, applicable to the Company.

 

8.
 

 

(d)          Except as set forth on Schedule 8(d)(i) hereto, no suit, action, claim, investigation or other proceeding is pending or, to the Company’s knowledge is threatened against the Company or its Affiliates which either (x) questions the validity of the Operating Agreement or this Agreement or any action taken or to be taken pursuant to the Operating Agreement or this Agreement; or (y) could reasonably be expected to have a material adverse effect on the Company, its business, operations, assets, properties, conditions (financial or otherwise) or investments. For the purpose of this Agreement, “knowledge” means, with respect to the Company, the actual knowledge of those individuals set forth on Schedule 8(d)(ii) hereto after due inquiry.

 

(e)          The Preferred Interests being purchased from the Company by the Investor hereunder, when sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly authorized, issued, fully paid and nonassessable, will conform to the description of Preferred Interests contained in the Company’s Operating Agreement, will have been issued, sold and delivered in compliance with all applicable federal and state laws concerning the issuance and sale of securities and will be free and clear of (i) restrictions on transfer, other than restrictions on transfer under this Agreement and the Operating Agreement, and under applicable regional, supranational, federal, state, provincial, foreign or local law, statute, rule, regulation, order, ordinance, judgment, code or decree (each a “Law” and, collectively, “Laws”), and (ii) Taxes, liens, warrants, purchase rights, contracts, commitments, equities, demands and claims whatsoever. For the purpose of this Agreement, “Tax” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Internal Revenue Code of 1986, as amended), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, production personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto and any interest, penalties and additions in respect of such interest, penalties and additions, whether disputed or not.

 

(f)          All action on the part of the Company, its officers, directors and members necessary for the authorization of the execution and delivery of this Agreement and the Operating Agreement and the performance of all obligations of the Company hereunder and thereunder (including the authorization and issuance of the Preferred Interests being sold hereunder) has been taken as of the date hereof. The Operating Agreement and this Agreement create valid and binding obligations of the Company and are enforceable against the Company in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

 

9.
 

 

(g)          The Company has delivered to the Investor a pro forma balance sheet of the Company as of October 31, 2013 in the form attached hereto as Exhibit C (the “Balance Sheet”). The Balance Sheet has been prepared from and is in accordance with the Company’s books and records and fairly presents in all material respects the assets and liabilities of the Company as of the date thereof. Except as set forth in the Balance Sheet or as set forth on Schedule 8(g), as of the Initial Closing Date, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to October 31, 2013 and (ii) liabilities that, individually and in the aggregate, are not material to the financial condition or operating results of the Company.

 

(h)          Assuming the representations and warranties of the Investor in this Agreement are true and accurate, the offer, sale and issuance of the Preferred Interests as contemplated by this Agreement are exempt from the registration requirements of the Securities Act, and the qualification or registration requirements of applicable blue sky laws. Neither the Company nor any authorized agent acting on its behalf has offered or will offer or sell any securities, or has taken or will take any other action (including any offering of any securities of the Company under circumstances that would require under the Securities Act the integration of such offering with the offering and sale of the Preferred Interests being acquired hereunder), that would cause the loss of such exemptions.

 

(i)          The Company is not in violation of any provision of the Company Organizational Documents. No third party (including Governmental Authority) notices, consents or waivers are required to be obtained or made in connection with (i) the execution, delivery and performance of this Agreement or the Operating Agreement which has not been obtained or (ii) the consummation of the transactions contemplated by this Agreement or the Operating Agreement.

 

(j)          The Company is in compliance in all material respects with all applicable Laws. The Company has not received any notice of, and to the Company’s knowledge, no investigation or review is in process or threatened by any Governmental Authority with respect to, any violation or alleged violation of any applicable Law. For the purpose of this Agreement, “Governmental Authority” means any supranational, national, state, provincial, local, foreign or other political subdivision thereof or entity, department, agency or instrumentality exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to the government.

 

10.
 

 

(k)          The Company is in compliance in all material respects with all Company Contracts. Each material Company Contract is a legal, valid and binding agreement, assuming the due authorization, execution and delivery thereof by the third-party counter-parties thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights and to general equity principles, and each is in full force and effect on identical terms following the consummation of the transactions contemplated hereby. To the Company’s knowledge, no party to any material Company Contract other than the Company is in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default or permit termination, modification or acceleration under any material Company Contract. The Company has performed all of its obligations required to be performed by it to date under each material Company Contract and the Company is not in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default or permit termination, modification or acceleration under any material Company Contract. Other than those set forth on Schedule 8(k) hereto or as approved by the Company’s Board of Directors after the Initial Closing Date, none of the material Company Contracts was entered into outside the ordinary course of business. For the purpose of this Agreement, “Company Contract” means any agreement, contract, lease, permit, consent, settlement, option, license, authorization, instrument or other arrangement (including any employee incentive plan or grant or award thereunder) (each, a “Contract”) which the Company is a party to or bound by or to which any of its assets is subject.

 

(l)          Other than the Data Service Agreement, the Hosting Agreement, the Administrative Services Agreement, the Airtime Credits Agreement, the NAV CANADA Data Services Agreement, the Additional Investors Data Services Agreements and the HPOC Agreement, each as amended to date, (i) no Affiliate, shareholder, employee, officer or director of the Company or member of his or her immediate family (such Persons, collectively, “Related Parties”) is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any Related Party, in both cases, in an aggregate amount, together with any and all interest due thereunder, per any such Person greater than $10,000, except for accrued vacation pay, expense reimbursement and other accrued benefits under applicable employee benefit plans and policies of the Company in the ordinary course of business; (ii) to the Company’s knowledge, none of the Related Parties (other than any Affiliates) has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, except that employees, members, officers or directors of the Company and members of their immediate families may own stock in publicly traded companies; and (iii) other than Contracts related to employment with or services to the Company set forth on Schedule 8(l) hereto or as approved by the Company’s Board of Directors after the Initial Closing Date, no Related Party is directly or indirectly interested in any material Company Contract or transaction or series of transactions with the Company in which the aggregate amount involved exceeds $10,000 (such Contracts and transactions, collectively, “Related Party Transactions”). All Related Party Transactions have been recorded in the books and records of the Company in accordance with applicable Law and applicable accounting standards and true, correct and complete copies of all agreements and documents relating to such Related Party Transactions and the Data Service Agreement, the Hosting Agreement and the Administrative Services Agreement have been provided to the Investor. For the purpose of this Agreement, (i) the “Data Service Agreement” means that certain Data Transmission Services Agreement No. IS-12-034 between the Company and Iridium, dated as of November 19, 2012; (ii) the “Hosting Agreement” means that certain Hosting Cost Reimbursement Agreement No. IS-12-033 between the Company and Iridium, dated as of November 19, 2012; (iii) the “Administrative Services Agreement” means that certain Amended and Restated Administrative Services Agreement between the Company and Iridium, dated as of November 19, 2012, (iv) the “Airtime Credits Agreement” means that certain Airtime Credits Agreement between the Company and Iridium dated as of October 17, 2012, (v) the “NAV CANADA Data Services Agreement” means that certain Services Agreement No. AIR-13-003 between the Company and NAV CANADA dated as of April 24, 2013, (vi) the “Additional Investors Data Services Agreements” means Services Agreements between the Company and each of Enav, IAA and Naviair on substantially the same terms as the NAV CANADA Data Services Agreement executed on or before the Second A&R Effective Date, and (vii) the “HPOC Agreement” means that certain Services Agreement No. AIR-13-007 between the Company and Iridium dated as of October 28, 2013 and Statement of Work No. 1 thereto for the Hosted Payload Operations Center.

 

11.
 

 

(m)          The Company has delivered to the Investor a true, complete and correct copy of the Budget. The Budget has been prepared in good faith and based on the reasonable judgment of the Company. To the knowledge of the Company, no fact, occurrence or effect has occurred that would result in any material change to the Budget.

 

(n)          The Company is and always has been a limited liability company treated as a disregarded entity for tax purposes. The Company has timely filed all tax returns (federal, state and local) required to be filed by it, and all such returns are true, correct and complete. All taxes, if any, shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company with regard to periods through the Initial Closing, if any, whether or not shown on any return, have been paid or have been adequately provided for and will be paid prior to the time they become delinquent. There are no material liens on any assets of the Company with respect to taxes. The Company has not been advised (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof, or (b) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. There are no tax liabilities to be imposed upon the Company’s properties or assets as of the date of this Agreement that are not adequately provided for. The Company has no outstanding or pending agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or reassessment of, Taxes due from the Company. The Company has not executed or entered into a closing agreement under Section 7121 of the Internal Revenue Code or any similar provision of state, local or foreign Tax law, nor is the Company subject to any private letter ruling of the IRS or comparable ruling of any other taxing authority. The Company is not a party to any contract relating to the sharing, allocation or indemnification of taxes and does not have any liability for taxes of any person under Treasury Regulations or any similar state, local of foreign tax law, as a transferee or successor or otherwise. The Company will not be required to include in a taxable period ending after the Initial Closing taxable income attributable to income that accrued in a taxable period prior to the Initial Closing but was not recognized for tax purposes in such prior taxable period.

 

(o)          Except as set forth in Schedule 8(o) hereto, the Company does not have any liability, obligation or arrangement to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement or the Operating Agreement.

 

12.
 

 

(p)          The Company satisfies all requirements set forth in the Iridium Credit Agreement to be an Excluded Company (i.e., it is not required to become an Obligor under the Iridium Credit Agreement).

 

9.          Indemnification.

 

(a)          The Company shall indemnify, defend and hold harmless the Investor and its Affiliates and their respective officers, directors, agents, employees, partners, members, controlling persons and Affiliates (each, an “Investor Indemnified Party” and collectively, the “Investor Indemnified Parties”) to the fullest extent permitted by law from and against any and all losses, Claims, or written threats thereof (including, without limitation, any Claim by a third party), damages, diminution in value, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities (collectively, “Losses”) resulting from or arising out of (a) any breach of any representation or warranty of the Company in this Agreement and (b) any breach of any covenant or agreement of the Company in this Agreement or the Operating Agreement. Notwithstanding the foregoing, the Losses shall not include costs, fees and expenses incurred by any Investor Indemnified Party connection with: (i) any violations of law or governmental regulations by such Investor Indemnified Party, (ii) any acts of willful misconduct or gross negligence by such Investor Indemnified Party, (iii) any material breach of this Agreement by such Investor Indemnified Party, or (iv) any actions against such Investor Indemnified Party by creditors of such Investor Indemnified Party or shareholders or creditors of such Investor Indemnified Party’s parent companies. The amount of any payment to any Investor Indemnified Party herewith in respect of any Loss shall be of sufficient amount to make such Indemnified Party whole for any diminution in value of the Interests held by the Investor or its Affiliates caused by such Loss.

 

(b)          The Investor shall indemnify, defend and hold harmless the Company and its Affiliates and their respective officers, directors, agents, employees, partners, members, controlling persons and Affiliates (each, a “Company Indemnified Party” and collectively, the “Company Indemnified Parties”) to the fullest extent permitted by law from and against any and all Losses resulting from or arising out of (a) any breach of any representation or warranty of the Investor in this Agreement and (b) any breach of any covenant or agreement of the Investor in this Agreement or the Operating Agreement. Notwithstanding the foregoing, the Losses shall not include costs, fees and expenses incurred by any Company Indemnified Party connection with: (i) any violations of law or governmental regulations by such Company Indemnified Party, (ii) any acts of willful misconduct or gross negligence by such Company Indemnified Party, (iii) any material breach of this Agreement by such Company Indemnified Party, or (iv) any actions against such Investor Indemnified Party by creditors of such Company Indemnified Party or shareholders or creditors of such Company Indemnified Party’s parent companies. The amount of any payment to any Company Indemnified Party herewith in respect of any Loss shall be of sufficient amount to make such Company Indemnified Party whole for any diminution in value of the Interests held by the Members of the Company or their respective Affiliates caused by such Loss.

 

13.
 

 

(c)          For the purpose of this Agreement, “Claim” means any action, suit, claim, hearing, inquiry, audit, complaint, demand, litigation, arbitration or legal, civil, criminal, administrative or arbitral action, proceeding or investigation.

 

(d)          Promptly after an Investor Indemnified Party or Company Indemnified Party (each in such capacity, an “Indemnified Party”) receives notice or becomes aware pertaining to any Claim for which the Company or the Investor (each in such capacity, an “Indemnifying Party”) may be responsible under this Section 9, the Indemnified Party shall give written notice to the Indemnifying Party of such claim in reasonable detail; provided that the failure of the Indemnified Party to give such notice shall not affect such Indemnified Party’s rights under this Section 9 except to the extent the Indemnifying Party is actually and materially prejudiced by such failure to give such notice. The Indemnifying Party shall have the right to assume and conduct the defense of any Claim filed or instituted by any third party against the Indemnified Party (each, a “Third Party Claim”); provided that such Third Party Claim does not (i) relate to or arise in connection with any criminal proceeding or allegation or (ii) seeks any remedy other than payment of monetary damages; provided further that if the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to participate in the defense thereof at its own cost.

 

(e)          No Indemnified Party shall be entitled to recover any Losses pursuant to this Section 9 in excess of the sum of the Investor's funded portion of the First Additional Investors Tranche Financing Amount and the Second Additional Investors Tranche Financing Amount. Except for any pending Claims that remain unresolved, no Indemnified Party shall be entitled to any indemnification under this Section 9 after the six-month anniversary of the earlier of (i) the closing of the Second Additional Investors Tranche Financing, and (ii) the Second Additional Investors Tranche Financing Final Tranche Date (as may be extended by mutual agreement of the Investor and the Company).

 

10.         Assignment. The Investor shall at any time prior to the Initial Closing be entitled to transfer and assign any and all rights and obligations under this Agreement to a fully owned subsidiary, provided that the Investor shall remain liable for the fulfillment by such subsidiary of all obligations the Investor would otherwise have under this Agreement; provided, further that such transferee or assignee shall be bound by the terms of this Agreement as if it were the Investor party hereto, perform all obligations of the Investor hereunder and make the representations provided under Section 7 hereto.

 

11.         Survival of Agreements, Representations and Warranties. All agreements, representations and warranties contained herein or made in writing by or on behalf of the Investor and the Company in connection with the transactions contemplated by this Agreement shall survive the execution of this Agreement and the Operating Agreement, any investigation at any time made by the Investor, the Company or on behalf of any of them and the sale and purchase of the Interests and payment therefor.

 

14.
 

 

12.         Legends. The Investor consents to the placement of the legend contained on the signature page of the Operating Agreement and any other legend required or advisable, as determined by Company Counsel, by applicable law.

 

13.         Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one (1) and the same instrument.

 

14.         Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only with the written consent of the Investor and the Company.

 

15.         Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

 

16.         Jury Trial Waiver. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

 

17.         Venue. Subject to Section 18, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of (A) the United States Courts located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement to the extent such court would have subject matter jurisdiction with respect to such dispute and (B) the courts located in the State of Delaware; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court; (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such courts; (iv) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to a party at its address set forth in Section 13.2 of the Operating Agreement or at such other address of which a party shall have been notified pursuant thereto; and (v) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law.

 

15.
 

 

18.         Dispute Resolution.

 

(a)          The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place.

 

(b)          Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired.

 

(c)          All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

 

(d)          At no time prior to the First Meeting shall either side initiate any litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph 18(a) above.

 

(e)          All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in Paragraphs 18(a) and (b) above are pending and for 15 calendar days thereafter. The parties will take such action, if any, required to effectuate such tolling.

 

(f)          If the parties do not reach a resolution to the dispute within a period of thirty (30) days from the date of the First Meeting, then either party may pursue its remedies in accordance with applicable law.

 

[Remainder of Page Intentionally Left Blank; Signature Page to Follow]

 

16.
 

 

In Witness Whereof, the parties hereto have executed This Subscription Agreement as of the date first above written.

 

Aireon LLC  
   
By:   /s/ Donald L. Thoma  
Name:  Donald L. Thoma  
Title:  Chief Executive Officer  

 

Enav S.p.A.  
   
By:   /s/ Massimo Garbini  
Name:  Massimo Garbini  
Title:  Sole Administrator  

 

Signature Page to Subscription Agreement

 

 
 

 

Exhibit A

 

Second Amended and Restated Limited Liability Company Agreement

 

 
 

 

Exhibit B

 

Tranche 

Capital 

Contribution

   Preferred Interests 
First Tranche Capital Contribution  $25,510,204    3.84%
Second Tranche Capital Contribution  $12,755,102    1.57%
Third Tranche Capital Contribution  $16,836,734    3.22%
Fourth Tranche Capital Contribution  $6,122,448    1.44%

 

Exhibit B-1

 

For ease of reference, the following table sets forth the applicable post-redemption target percentages for each tranche as defined in the Operating Agreement (in the event of any conflict between the Operating Agreement and this table, the Operating Agreement shall control):

 

First Additional Investors Tranche Post-Redemption Enav Target Interest   5.21%
Second Additional Investors Tranche Post-Redemption Enav Target Interest   2.60%
Third Additional Investors Tranche Post-Redemption Enav Target Interest   3.44%
Fourth Additional Investors Tranche Post-Redemption Enav Target Interest   1.25%
Total   12.5%

 

 
 

 

Exhibit C

 

Pro Forma Balance Sheet as of October 31, 2013

 

 
 

 

Schedule 7(f) - The Investor’s Knowledge

Schedule 8(b) - Capitalization and Voting Rights

Schedule 8(d)(i) - Litigation

Schedule 8(d)(ii) - The Company’s Knowledge

Schedule 8(g) - Liabilities

Schedule 8(k) - Material Company Contracts

Schedule 8(l) - Related Party Transactions

Schedule 8(o) - Brokers

 

 

 

EX-10.10 4 v367143_ex10-10.htm EXHIBIT 10.10

 

Execution Version

 

AIREON LLC

 

 

 

SUBSCRIPTION AGREEMENT

 

FOR INTERESTS

 

(Preferred Interests)

 

 
 

 

AIREON LLC

SUBSCRIPTION AGREEMENT 

FOR

 

INTERESTS

 

(Preferred Interests)

 

THE OFFERING OF SECURITIES DESCRIBED HEREIN HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.  THIS OFFERING IS MADE PURSUANT TO RULE 506 OF REGULATION D UNDER SECTION 4(2) OF SAID ACT, WHICH EXEMPTS FROM SUCH REGISTRATION TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING.  FOR THIS REASON, THESE SECURITIES WILL BE SOLD ONLY TO INVESTORS WHO MEET CERTAIN MINIMUM SUITABILITY QUALIFICATIONS DESCRIBED HEREIN. 

 

A SUBSCRIBER SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE COMPANY FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION, AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE INTERESTS UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION.  TRANSFER OF THE INTERESTS IS ALSO RESTRICTED BY THE TERMS OF THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RELATING THERETO.

 

NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED STATES OF AMERICA THAT WOULD PERMIT AN OFFERING OF THE INTERESTS, OR POSSESSION OR DISTRIBUTION OF OFFERING MATERIALS IN CONNECTION WITH THE ISSUANCE OF THESE INTERESTS, IN ANY COUNTRY OR JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. IT IS THE RESPONSIBILITY OF ANY PERSON WISHING TO PURCHASE ANY OF THESE INTERESTS TO SATISFY HIMSELF, HERSELF OR ITSELF AS TO FULL OBSERVANCE OF THE LAWS OR REGULATIONS OF ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES OF AMERICA IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES.

 

 

 

 

Interests in THE COMPANY are being offered to a limited number of institutional and sophisticated investors. Pursuant to section 11 of the Prospectus Order (Ministerial Order No. 1232 of October 22, 2007 on the prospectus requirements for offerings of a value above €2,500,000) issued in accordance with section 23(8) of the Danish Securities Trading Act (Consolidated Act No. 214 of April 2, 2008) the following types of offerings are exempted from prospectus registration requirements:

 

(a) offerings to accredited investors;

 

(b) offerings to non-accredited investors if the offer is directed at fewer than 100 private or legal persons in Denmark;

 

(c) offerings for which the value of each interest exceeds €50,000; or

 

(d) offerings where participation is conditional upon payment of more than €50,000 per investor.

 

This SUBSCRIPTION AGREEMENT may only be distributed to, and the offering may only be subscribed by, investors that satisfy one or more of the conditions set out above from (a) to (d). Accordingly, this SUBSCRIPTION AGREEMENT has not been and will not be registered with the Danish Financial Supervisory Authority or the Danish Commerce and Companies Agency under the relevant Danish acts and regulations on the offering in Denmark of Fund interests.

 

 

2.
 

 

 

SUBSCRIPTION AGREEMENT

 

This Subscription Agreement (this “Agreement”), dated as of December 20, 2013, is entered into by and among AIREON LLC, a Delaware limited liability company (the “Company”), and Naviair, an independent state owned company owned by the Kingdom of Denmark (the “Investor”), in connection with the Investor’s purchase of Preferred Interests in the Company (“Interests”) and admission as a Member of the Company pursuant to the terms of this Agreement and the Company’s Second Amended and Restated Limited Liability Company Agreement, in substantially the form set forth as Exhibit A attached hereto (the “Operating Agreement”), which shall be entered into on or before February 14, 2014 and shall amend and restate that certain Amended and Restated Limited Liability Company Agreement, dated as of November 19, 2012, as amended by Amendment No. 1 dated as of June 27, 2013 (as so amended, the “Original Operating Agreement”), by and among NAV CANADA Satellite, Inc., a wholly owned subsidiary of NAV CANADA ("NAV CANADA US Subsidiary"), NAV CANADA, Iridium Satellite LLC (“Iridium”), and the Company. Capitalized terms used but not defined herein shall have the meanings given them in the Operating Agreement.

 

The Investor hereby subscribes for Interests in the Company, and the Company and the Investor hereby agree as follows:

 

1.          Subscription.

 

(a)          First Additional Investors Tranche Financing.

 

Subject to the terms and conditions hereof, on or before February 14, 2014, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “First Tranche Capital Contribution” set forth on Exhibit B attached hereto (the “First Tranche”) for the aggregate purchase price that corresponds to such First Tranche Capital Contribution amount set forth on Exhibit B attached hereto (the “Initial Purchase Price”).

 

(b)          Second Additional Investors Tranche Financing.

 

(i)          Subject to the terms and conditions hereof and the terms and conditions of the Operating Agreement, including Section 3.6.5.1 thereof, upon the satisfaction (or waiver by the Investor) of all of the conditions set forth in Section 3.6.5.1 of the Operating Agreement, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “Second Tranche Capital Contribution” set forth on Exhibit B attached hereto for the aggregate purchase price that corresponds to such Second Tranche Capital Contribution amount set forth on Exhibit B attached hereto.

 

1.
 

 

(c)          Third Additional Investors Tranche Financing.

 

(i)          Subject to the terms and conditions hereof and the terms and conditions of the Operating Agreement, including Section 3.6.5.2 thereof, upon the satisfaction (or waiver by the Investor) of all of the conditions set forth in Section 3.6.5.2 of the Operating Agreement, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “Third Tranche Capital Contribution” set forth on Exhibit B attached hereto for the aggregate purchase price that corresponds to such Third Tranche Capital Contribution amount set forth on Exhibit B attached hereto.

 

(d)          Fourth Additional Investors Tranche Financing.

 

(i)          Subject to the terms and conditions hereof and the terms and conditions of the Operating Agreement, including Section 3.6.5.3 thereof, upon the satisfaction (or waiver by the Investor) of all of the conditions set forth in Section 3.6.5.3 of the Operating Agreement, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “Fourth Tranche Capital Contribution” set forth on Exhibit B attached hereto for the aggregate purchase price that corresponds to such Fourth Tranche Capital Contribution amount set forth on Exhibit B attached hereto.

 

(e)          Closing of Purchase and Sale.

 

(i)           The purchase and sale of the First Tranche (the “Initial Closing”) shall take place at the offices of the Company, as soon as practicable after satisfaction of the terms and conditions of this Agreement relating to the Initial Closing; provided, however, that if such day is a Saturday, Sunday or legal holiday (in the State of Delaware or in Copenhagen, Denmark), the Initial Closing shall take place on the following Business Day (such date, the “Initial Closing Date”). At the Initial Closing, (1) the Company shall deliver to the Investor the various certificates, instruments and documents referred to in Section 3 below, (2) the Investor shall deliver to the Company the various certificates, instruments and documents referred to in Section 4 below, (3) the Company shall issue to the Investor the applicable Preferred Interests being purchased by the Investor by appropriate notation in the Member Register, and (4) the Investor shall deliver to the Company, by wire transfer of immediately available funds to an account identified by the Company and communicated in writing to the Investor at least 15 (fifteen) days prior to the Initial Closing, the Initial Purchase Price. Notwithstanding the foregoing, if the purchase and sale of the First Tranche takes place at more than one closing, then the Company and the Investor shall only be required to deliver the deliverables set forth in foregoing clauses (1) and (2) at the first such closing.

 

2.
 

 

 

(ii)         The purchase and sale of the Investor's portion of the Second Additional Investors Financing Interest, the Third Additional Investors Financing Interest, and the Fourth Additional Investors Financing Interest (each such purchase and sale, a “Subsequent Closing”, and the date of any such Subsequent Closing, a “Subsequent Closing Date”) shall take place at the offices of the Company in accordance with the terms and conditions herein and the Operating Agreement. At any Subsequent Closing, (1) the Company shall deliver to the Investor the various certificates, instruments and documents referred to in Section 5 below, (2) the Investor shall deliver to the Company the various certificates, instruments and documents referred to in Section 6 below, (3) the Company shall issue to the Investor the applicable Preferred Interests being purchased by the Investor in such Subsequent Closing by appropriate notation in the Member Register, and (4) the Investor shall deliver to the Company, by wire transfer of immediately available funds to an account identified by the Company and communicated in writing to the Investor at least 15 (fifteen) days prior to the Initial Closing, the applicable purchase price for such Subsequent Closing. Notwithstanding the foregoing, if the purchase and sale of the Second Additional Investors Financing Interest takes place at more than one closing, then the Company and the Investor shall only be required to deliver the deliverables set forth in foregoing clauses (1) and (2) at the first such closing for such Additional Investors Financing.

 

2.          Operating Agreement. Concurrent with the Initial Closing, (i) the Company shall include a schedule to the Operating Agreement which reflects the admission of the Investor as a member of the Company and issuance of Preferred Interests issuable at the Initial Closing to the Investor, and (ii) the Investor shall execute a counterparty to the Operating Agreement in accordance with the terms and conditions thereof. The Parties agree and acknowledge that the Operating Agreement that will be executed at the Initial Closing by the Investor and the other parties shall have the form set forth in Exhibit A, provided that any change, amendment and/or modification to the text of the Operating Agreement attached herewith under Exhibit A, occurring, due and/or necessary for whatever reason prior to Initial Closing, other than the filling in of dates, changes to entity names to reflect assignment of subscription rights to subsidiaries and similar clerical matters, shall be immediately communicated to the Investor and shall be approved in writing by the Investor, which approval shall not unreasonably be withheld, denied or delayed.

 

3.          Conditions to the Investor’s Obligations at Initial Closing. The obligations of the Investor under this Agreement to be performed at the Initial Closing are subject to the fulfillment on or before the Initial Closing of each of the following conditions by the Company (unless waived by the Investor in writing):

 

(a)          Representations and Warranties. The representations and warranties by the Company contained in Section 8 of this Agreement that are qualified by reference to “material”, “materially”, “material adverse effect” or “Material Adverse Change” shall be true and correct in all respects when made and on and as of the Initial Closing (with the same effect as though such representations and warranties had been made on and as of the date of such Initial Closing), and all other representations and warranties by the Company contained in Section 8 of this Agreement shall be true and correct in all material respects when made and on and as of the Initial Closing (with the same effect as though such representations and warranties had been made on and as of the date of such Initial Closing), except for such representations and warranties which are made as of a certain date, which shall be true and correct in all respects or in all material respects, as applicable, as of such date.

 

3.
 

 

(b)          Performance. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement and the Operating Agreement that are required to be performed or complied with by it on or before the Initial Closing.

 

(c)          Compliance Certificate. An officer of the Company shall deliver to the Investor at the Initial Closing a certificate signed by him on behalf of the Company stating that the conditions specified in Sections 3(a), 3(b) and 3(d) hereof have been fulfilled and stating that on the Initial Closing Date, to the Company’s knowledge, there exists no event, circumstance, condition, fact, effect or other matter, or series of events, circumstances, conditions, facts, effects or matters, individually or in the aggregate, that has had or would be reasonably expected to have a Material Adverse Change.

 

(d)          Consents and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the Operating Agreement and to carry out the transactions contemplated hereby and thereby. All corporate and other action, including any amendments to the Operating Agreement, and any governmental filings necessary to effectuate the terms of this Agreement, the Operating Agreement and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken.

 

4.          Conditions to Company’s Obligations at Initial Closing. The obligations of the Company to the Investor under this Agreement to be performed at the Initial Closing are subject to the fulfillment on or before the Initial Closing of each of the following conditions by the Investor (unless waived by the Company in writing):

 

(a)          Representations and Warranties of the Investor. The representations and warranties by the Investor contained in Section 7 of this Agreement that are qualified by reference to “material”, “materially”, “material adverse effect” or “Material Adverse Change” shall be true and correct in all respects when made and on and as of the Initial Closing (with the same effect as though such representations and warranties had been made on and as of the Initial Closing) and all other representations and warranties by the Investor shall be true and correct in all material respects when made and on and as of the Initial Closing (with the same effect as though such representations and warranties had been made on and as of the date of the Initial Closing), except for such representations and warranties which are made as of a certain date, which shall be true and correct in all respects or in all material respects, as applicable, as of such date.

 

(b)          Compliance Certificate from the Investor. The Company shall have received a certificate of the Investor signed by an authorized officer of the Investor to the effect that the conditions in Sections 4(a) and 4(c) have been satisfied.

 

(c)          Consents and Waivers. The Investor shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the Operating Agreement and to carry out the transactions contemplated hereby and thereby. All corporate and other action, including any amendments to the Operating Agreement, and any governmental filings necessary to effectuate the terms of this Agreement, the Operating Agreement and other agreements and instruments executed and delivered by the Investor in connection herewith shall have been made or taken.

 

4.
 

 

(d)          Purchase Price. The Investor shall have funded to the Company the Initial Purchase Price.

 

5.          Conditions to the Investor’s Obligations at any Subsequent Closing. The obligations of the Investor under this Agreement to be performed at any Subsequent Closing are subject to the fulfillment on or before such Subsequent Closing of each of the following conditions by the Company (unless waived by the Investor in writing):

 

(a)          Representations and Warranties of the Company. The representations and warranties by the Company contained in Section 8 of this Agreement that are qualified by reference to “material”, “materially”, “material adverse effect” or “Material Adverse Change” shall be true and correct in all respects as of such Subsequent Closing Date, as if made on and as of such Subsequent Closing Date, and all other representations and warranties by the Company contained in Section 8 of this Agreement shall be true and correct in all material respects as of such Subsequent Closing Date, as if made on such Subsequent Closing Date, except for such representations and warranties which are made as of a certain date, which shall be true and correct in all respects or in all material respects, as applicable, as of such date.

 

(b)          Performance. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement, and the Operating Agreement that are required to be performed or complied with by it on or before such Subsequent Closing.

 

(c)          Compliance Certificate. The Investor shall have received a certificate of the Company signed by an authorized officer of the Company to the effect that the conditions in Sections 5(a), 5(b) and 5(d) have been satisfied.

 

(d)          Consents and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the Operating Agreement and to carry out such Subsequent Closing. All corporate and other action, including any amendments to the bylaws of the Company, and any governmental filings necessary to effectuate the terms of this Agreement, the Operating Agreement and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken.

 

(e)          Operating Agreement Conditions. All of the conditions applicable to such Subsequent Closing set forth in the Operating Agreement, including the conditions set forth in Section 3.6.5 therein, have been satisfied.

 

5.
 

 

6.          Conditions to Company’s Obligations at any Subsequent Closing. The obligations of the Company to the Investor under this Agreement to be performed at any Subsequent Closing are subject to the fulfillment on or before such Subsequent Closing of each of the following conditions by the Investor (unless waived by the Company in writing):

 

(a)          Representations and Warranties of the Investor. The representations and warranties by the Investor contained in Section 7 of this Agreement that are qualified by reference to “material”, “materially”, “material adverse effect” or “Material Adverse Change” shall be true and correct in all respects as of such Subsequent Closing Date, as if made on and as of such Subsequent Closing Date, and all other representations and warranties by the Investor shall be true and correct in all material respects as of such Subsequent Closing Date, as if made on such Subsequent Closing Date, except for such representations and warranties which are made as of a certain date, which shall be true and correct in all respects or in all material respects, as applicable, as of such date.

 

(b)          Compliance Certificate from the Investor. The Company shall have received a certificate of the Investor signed by an authorized officer of the Investor to the effect that the conditions in Sections 6(a) and 6(c) have been satisfied.

 

(c)          Consents and Waivers. The Investor shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the Operating Agreement and to carry out such Subsequent Closing. All corporate and other action, including any amendments to the Operating Agreement, and any governmental filings necessary to effectuate the terms of this Agreement, the Operating Agreement and other agreements and instruments executed and delivered by the Investor in connection herewith shall have been made or taken.

 

(d)          Purchase Price. The Investor shall have funded to the Company the applicable purchase price for such Subsequent Closing.

 

7.          The Investor’s Representations. In connection with the Investor’s purchase of the Preferred Interests, the Investor makes the following representations and warranties on which the Company is entitled to rely.

 

(a)          The Investor is a Person duly organized, validly existing and in good standing under the laws of the Kingdom of Denmark and has all requisite power and authority to carry on its business as now conducted, to own and use the properties owned and used by it and to enter into this Agreement and the Operating Agreement. All action (corporate or other) on the part of the Investor for the authorization of the execution and delivery of this Agreement and the Operating Agreement and the performance of all obligations of the Investor hereunder, has been taken as of the date hereof, and thereunder, shall be taken as of the date thereof, and each such agreement constitutes, or shall constitute, its valid and legally binding obligation, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights and the general equity principles.

 

6.
 

 

(b)          The Investor has received, read and understands the Operating Agreement and this Agreement. For purposes of the preceding sentence, the Operating Agreement shall mean the Operating Agreement in the form attached herewith under Exhibit A, and for the Subsequent Closings the most recent version of such document that was made available to the Investor through the time immediately prior to such Subsequent Closing.

 

(c)          No representations or warranties have been made to the Investor by the Company, or any agent of said persons, other than as set forth in the Operating Agreement and this Agreement.

 

(d)          The Investor is acquiring the Preferred Interests solely for the Investor’s own account and not directly or indirectly for the account of any other person whatsoever for investment and not with a view to, or for sale in connection with, any distribution of the Preferred Interests. The Investor does not have any contract, undertaking or arrangement with any person to sell, transfer or grant a participation to any person with respect to the Preferred Interests.

 

(e)          The Investor is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D under the Securities Act, as presently in effect.

 

(f)          No suit, action, claim, investigation or other proceeding is pending or, to the Investor’s knowledge, is threatened against the Investor or its Affiliates which questions the validity of the Operating Agreement or this Agreement or any action taken or to be taken pursuant to the Operating Agreement or this Agreement. For the purpose of this Agreement, “knowledge” means, with respect to the Investor, the actual knowledge of those individuals set forth on Schedule 7(f) hereto after due inquiry.

 

(g)          All action on the part of the Investor, its officers, directors and members necessary for the authorization of the execution and delivery of this Agreement and the Operating Agreement and the performance of all obligations of the Investor hereunder and thereunder has been taken as of the date hereof. The Operating Agreement and this Agreement create valid and binding obligations of the Investor and are enforceable against the Investor in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

 

8.          Company’s Representations. The Company makes the following representations and warranties on which the Investor is entitled to rely:

 

(a)          The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now conducted and in which it proposes to engage in and to own and use the properties owned and used by it. The Company has made available to the Investor a complete and correct copy of its certificate of formation and the Original Operating Agreement, each as amended to date (the “Company Organizational Documents”).

 

7.
 

 

(b)          Capitalization and Voting Rights.

 

(i)          Immediately prior to the Initial Closing, the Fully Diluted Company Interests consist of (i) 81.3% issued and outstanding Common Interests, all of which are held by Iridium and (ii) 18.7% issued and outstanding Preferred Interests, all of which are held by NAV CANADA US Subsidiary.

 

(ii)         At the Initial Closing and after giving effect to the transactions contemplated herein occurring on or prior to the Initial Closing Date, the Fully Diluted Company Interests will consist of (i) 75.19% issued and outstanding Common Interests, all of which are held by Iridium and (ii) 24.81% issued and outstanding Preferred Interests, which are held by the Investor, NAV CANADA US Subsidiary, Enav and the IAA in the following percentages:

 

The Investor – 1.84%

 

NAV CANADA US Subsidiary – 17.29%

 

Enav – 3.84%

 

IAA – 1.84%

 

(iii)        The Company does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interests in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, any Person.

 

Except as set forth in clause (ii) above, at the Initial Closing or the last Subsequent Closing contemplated herein, as applicable, there are or will be no other Interests or securities (including interest appreciation, “phantom interest”, interest participation or similar rights) of, or in respect of, the Company of any class issued, reserved for issuance or outstanding. Except as set forth on Schedule 8(b) hereto, at the Initial Closing or the last Subsequent Closing, as applicable, there are or will be no outstanding options, warrants, rights (including exchange, conversion, subscription, purchase or preemptive rights), agreements or obligations for the purchase or acquisition from the Company of any Interests or that could require the Company to issue, sell or otherwise cause to become outstanding, purchase or dispose of any Interests (other than pursuant to this Agreement, the Subscription Agreements between the Company and each of NAV CANADA US Subsidiary, Enav and IAA, and the Operating Agreement). At the Initial Closing or the last Subsequent Closing, as applicable, neither the Company nor, to the Company’s knowledge, any of its members or directors, is or will be a party or subject to any agreement, commitment or understanding (including any voting trusts or proxies), which affects or relates to the voting or giving of written consents with respect to any Interest or security of the Company or by a Director of the Company (other than the Operating Agreement).

 

(c)          The execution, delivery and performance of the Operating Agreement and this Agreement, the consummation of all of the transactions contemplated hereby and thereby do not and will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Company is a party or any license, permit, franchise, judgment, order, writ or decree, or any law, statute, rule or regulation, applicable to the Company.

 

8.
 

 

(d)          Except as set forth on Schedule 8(d)(i) hereto, no suit, action, claim, investigation or other proceeding is pending or, to the Company’s knowledge is threatened against the Company or its Affiliates which either (x) questions the validity of the Operating Agreement or this Agreement or any action taken or to be taken pursuant to the Operating Agreement or this Agreement; or (y) could reasonably be expected to have a material adverse effect on the Company, its business, operations, assets, properties, conditions (financial or otherwise) or investments. For the purpose of this Agreement, “knowledge” means, with respect to the Company, the actual knowledge of those individuals set forth on Schedule 8(d)(ii) hereto after due inquiry.

 

(e)          The Preferred Interests being purchased from the Company by the Investor hereunder, when sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly authorized, issued, fully paid and nonassessable, will conform to the description of Preferred Interests contained in the Company’s Operating Agreement, will have been issued, sold and delivered in compliance with all applicable federal and state laws concerning the issuance and sale of securities and will be free and clear of (i) restrictions on transfer, other than restrictions on transfer under this Agreement and the Operating Agreement, and under applicable regional, supranational, federal, state, provincial, foreign or local law, statute, rule, regulation, order, ordinance, judgment, code or decree (each a “Law” and, collectively, “Laws”), and (ii) Taxes, liens, warrants, purchase rights, contracts, commitments, equities, demands and claims whatsoever. For the purpose of this Agreement, “Tax” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Internal Revenue Code of 1986, as amended), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, production personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto and any interest, penalties and additions in respect of such interest, penalties and additions, whether disputed or not.

 

(f)          All action on the part of the Company, its officers, directors and members necessary for the authorization of the execution and delivery of this Agreement and the Operating Agreement and the performance of all obligations of the Company hereunder and thereunder (including the authorization and issuance of the Preferred Interests being sold hereunder) has been taken as of the date hereof. The Operating Agreement and this Agreement create valid and binding obligations of the Company and are enforceable against the Company in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

 

9.
 

 

(g)          The Company has delivered to the Investor a pro forma balance sheet of the Company as of October 31, 2013 in the form attached hereto as Exhibit C (the “Balance Sheet”). The Balance Sheet has been prepared from and is in accordance with the Company’s books and records and fairly presents in all material respects the assets and liabilities of the Company as of the date thereof. Except as set forth in the Balance Sheet or as set forth on Schedule 8(g), as of the Initial Closing Date, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to October 31, 2013 and (ii) liabilities that, individually and in the aggregate, are not material to the financial condition or operating results of the Company.

 

(h)          Assuming the representations and warranties of the Investor in this Agreement are true and accurate, the offer, sale and issuance of the Preferred Interests as contemplated by this Agreement are exempt from the registration requirements of the Securities Act, and the qualification or registration requirements of applicable blue sky laws. Neither the Company nor any authorized agent acting on its behalf has offered or will offer or sell any securities, or has taken or will take any other action (including any offering of any securities of the Company under circumstances that would require under the Securities Act the integration of such offering with the offering and sale of the Preferred Interests being acquired hereunder), that would cause the loss of such exemptions.

 

(i)          The Company is not in violation of any provision of the Company Organizational Documents. No third party (including Governmental Authority) notices, consents or waivers are required to be obtained or made in connection with (i) the execution, delivery and performance of this Agreement or the Operating Agreement which has not been obtained or (ii) the consummation of the transactions contemplated by this Agreement or the Operating Agreement.

 

(j)          The Company is in compliance in all material respects with all applicable Laws. The Company has not received any notice of, and to the Company’s knowledge, no investigation or review is in process or threatened by any Governmental Authority with respect to, any violation or alleged violation of any applicable Law. For the purpose of this Agreement, “Governmental Authority” means any supranational, national, state, provincial, local, foreign or other political subdivision thereof or entity, department, agency or instrumentality exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to the government.

 

10.
 

 

(k)          The Company is in compliance in all material respects with all Company Contracts. Each material Company Contract is a legal, valid and binding agreement, assuming the due authorization, execution and delivery thereof by the third-party counter-parties thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights and to general equity principles, and each is in full force and effect on identical terms following the consummation of the transactions contemplated hereby. To the Company’s knowledge, no party to any material Company Contract other than the Company is in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default or permit termination, modification or acceleration under any material Company Contract. The Company has performed all of its obligations required to be performed by it to date under each material Company Contract and the Company is not in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default or permit termination, modification or acceleration under any material Company Contract. Other than those set forth on Schedule 8(k) hereto or as approved by the Company’s Board of Directors after the Initial Closing Date, none of the material Company Contracts was entered into outside the ordinary course of business. For the purpose of this Agreement, “Company Contract” means any agreement, contract, lease, permit, consent, settlement, option, license, authorization, instrument or other arrangement (including any employee incentive plan or grant or award thereunder) (each, a “Contract”) which the Company is a party to or bound by or to which any of its assets is subject.

 

(l)          Other than the Data Service Agreement, the Hosting Agreement, the Administrative Services Agreement, the Airtime Credits Agreement, the NAV CANADA Data Services Agreement, the Additional Investors Data Services Agreements and the HPOC Agreement, each as amended to date, (i) no Affiliate, shareholder, employee, officer or director of the Company or member of his or her immediate family (such Persons, collectively, “Related Parties”) is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any Related Party, in both cases, in an aggregate amount, together with any and all interest due thereunder, per any such Person greater than $10,000, except for accrued vacation pay, expense reimbursement and other accrued benefits under applicable employee benefit plans and policies of the Company in the ordinary course of business; (ii) to the Company’s knowledge, none of the Related Parties (other than any Affiliates) has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, except that employees, members, officers or directors of the Company and members of their immediate families may own stock in publicly traded companies; and (iii) other than Contracts related to employment with or services to the Company set forth on Schedule 8(l) hereto or as approved by the Company’s Board of Directors after the Initial Closing Date, no Related Party is directly or indirectly interested in any material Company Contract or transaction or series of transactions with the Company in which the aggregate amount involved exceeds $10,000 (such Contracts and transactions, collectively, “Related Party Transactions”). All Related Party Transactions have been recorded in the books and records of the Company in accordance with applicable Law and applicable accounting standards and true, correct and complete copies of all agreements and documents relating to such Related Party Transactions and the Data Service Agreement, the Hosting Agreement and the Administrative Services Agreement have been provided to the Investor. For the purpose of this Agreement, (i) the “Data Service Agreement” means that certain Data Transmission Services Agreement No. IS-12-034 between the Company and Iridium, dated as of November 19, 2012; (ii) the “Hosting Agreement” means that certain Hosting Cost Reimbursement Agreement No. IS-12-033 between the Company and Iridium, dated as of November 19, 2012; (iii) the “Administrative Services Agreement” means that certain Amended and Restated Administrative Services Agreement between the Company and Iridium, dated as of November 19, 2012, (iv) the “Airtime Credits Agreement” means that certain Airtime Credits Agreement between the Company and Iridium dated as of October 17, 2012, (v) the “NAV CANADA Data Services Agreement” means that certain Services Agreement No. AIR-13-003 between the Company and NAV CANADA dated as of April 24, 2013, (vi) the “Additional Investors Data Services Agreements” means Services Agreements between the Company and each of Enav, IAA and Naviair on substantially the same terms as the NAV CANADA Data Services Agreement executed on or before the Second A&R Effective Date, and (vii) the “HPOC Agreement” means that certain Services Agreement No. AIR-13-007 between the Company and Iridium dated as of October 28, 2013 and Statement of Work No. 1 thereto for the Hosted Payload Operations Center.

 

11.
 

 

(m)          The Company has delivered to the Investor a true, complete and correct copy of the Budget. The Budget has been prepared in good faith and based on the reasonable judgment of the Company. To the knowledge of the Company, no fact, occurrence or effect has occurred that would result in any material change to the Budget.

 

(n)          The Company is and always has been a limited liability company treated as a disregarded entity for tax purposes. The Company has timely filed all tax returns (federal, state and local) required to be filed by it, and all such returns are true, correct and complete. All taxes, if any, shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company with regard to periods through the Initial Closing, if any, whether or not shown on any return, have been paid or have been adequately provided for and will be paid prior to the time they become delinquent. There are no material liens on any assets of the Company with respect to taxes. The Company has not been advised (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof, or (b) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. There are no tax liabilities to be imposed upon the Company’s properties or assets as of the date of this Agreement that are not adequately provided for. The Company has no outstanding or pending agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or reassessment of, Taxes due from the Company. The Company has not executed or entered into a closing agreement under Section 7121 of the Internal Revenue Code or any similar provision of state, local or foreign Tax law, nor is the Company subject to any private letter ruling of the IRS or comparable ruling of any other taxing authority. The Company is not a party to any contract relating to the sharing, allocation or indemnification of taxes and does not have any liability for taxes of any person under Treasury Regulations or any similar state, local of foreign tax law, as a transferee or successor or otherwise. The Company will not be required to include in a taxable period ending after the Initial Closing taxable income attributable to income that accrued in a taxable period prior to the Initial Closing but was not recognized for tax purposes in such prior taxable period.

 

(o)          Except as set forth in Schedule 8(o) hereto, the Company does not have any liability, obligation or arrangement to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement or the Operating Agreement.

 

12.
 

 

(p)          The Company satisfies all requirements set forth in the Iridium Credit Agreement to be an Excluded Company (i.e., it is not required to become an Obligor under the Iridium Credit Agreement).

 

9.          Indemnification.

 

(a)          The Company shall indemnify, defend and hold harmless the Investor and its Affiliates and their respective officers, directors, agents, employees, partners, members, controlling persons and Affiliates (each, an “Investor Indemnified Party” and collectively, the “Investor Indemnified Parties”) to the fullest extent permitted by law from and against any and all losses, Claims, or written threats thereof (including, without limitation, any Claim by a third party), damages, diminution in value, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities (collectively, “Losses”) resulting from or arising out of (a) any breach of any representation or warranty of the Company in this Agreement and (b) any breach of any covenant or agreement of the Company in this Agreement or the Operating Agreement. Notwithstanding the foregoing, the Losses shall not include costs, fees and expenses incurred by any Investor Indemnified Party connection with: (i) any violations of law or governmental regulations by such Investor Indemnified Party, (ii) any acts of willful misconduct or gross negligence by such Investor Indemnified Party, (iii) any material breach of this Agreement by such Investor Indemnified Party, or (iv) any actions against such Investor Indemnified Party by creditors of such Investor Indemnified Party or shareholders or creditors of such Investor Indemnified Party’s parent companies. The amount of any payment to any Investor Indemnified Party herewith in respect of any Loss shall be of sufficient amount to make such Indemnified Party whole for any diminution in value of the Interests held by the Investor or its Affiliates caused by such Loss.

 

(b)          The Investor shall indemnify, defend and hold harmless the Company and its Affiliates and their respective officers, directors, agents, employees, partners, members, controlling persons and Affiliates (each, a “Company Indemnified Party” and collectively, the “Company Indemnified Parties”) to the fullest extent permitted by law from and against any and all Losses resulting from or arising out of (a) any breach of any representation or warranty of the Investor in this Agreement and (b) any breach of any covenant or agreement of the Investor in this Agreement or the Operating Agreement. Notwithstanding the foregoing, the Losses shall not include costs, fees and expenses incurred by any Company Indemnified Party connection with: (i) any violations of law or governmental regulations by such Company Indemnified Party, (ii) any acts of willful misconduct or gross negligence by such Company Indemnified Party, (iii) any material breach of this Agreement by such Company Indemnified Party, or (iv) any actions against such Investor Indemnified Party by creditors of such Company Indemnified Party or shareholders or creditors of such Company Indemnified Party’s parent companies. The amount of any payment to any Company Indemnified Party herewith in respect of any Loss shall be of sufficient amount to make such Company Indemnified Party whole for any diminution in value of the Interests held by the Members of the Company or their respective Affiliates caused by such Loss.

 

13.
 

 

(c)          For the purpose of this Agreement, “Claim” means any action, suit, claim, hearing, inquiry, audit, complaint, demand, litigation, arbitration or legal, civil, criminal, administrative or arbitral action, proceeding or investigation.

 

(d)          Promptly after an Investor Indemnified Party or Company Indemnified Party (each in such capacity, an “Indemnified Party”) receives notice or becomes aware pertaining to any Claim for which the Company or the Investor (each in such capacity, an “Indemnifying Party”) may be responsible under this Section 9, the Indemnified Party shall give written notice to the Indemnifying Party of such claim in reasonable detail; provided that the failure of the Indemnified Party to give such notice shall not affect such Indemnified Party’s rights under this Section 9 except to the extent the Indemnifying Party is actually and materially prejudiced by such failure to give such notice. The Indemnifying Party shall have the right to assume and conduct the defense of any Claim filed or instituted by any third party against the Indemnified Party (each, a “Third Party Claim”); provided that such Third Party Claim does not (i) relate to or arise in connection with any criminal proceeding or allegation or (ii) seeks any remedy other than payment of monetary damages; provided further that if the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to participate in the defense thereof at its own cost.

 

(e)          No Indemnified Party shall be entitled to recover any Losses pursuant to this Section 9 in excess of the sum of the Investor's funded portion of the First Additional Investors Tranche Financing Amount and the Second Additional Investors Tranche Financing Amount. Except for any pending Claims that remain unresolved, no Indemnified Party shall be entitled to any indemnification under this Section 9 after the six-month anniversary of the earlier of (i) the closing of the Second Additional Investors Tranche Financing, and (ii) the Second Additional Investors Tranche Financing Final Tranche Date (as may be extended by mutual agreement of the Investor and the Company).

 

10.         Assignment. The Investor shall at any time prior to the Initial Closing be entitled to transfer and assign any and all rights and obligations under this Agreement to a fully owned subsidiary, provided that the Investor shall remain liable for the fulfillment by such subsidiary of all obligations the Investor would otherwise have under this Agreement; provided, further that such transferee or assignee shall be bound by the terms of this Agreement as if it were the Investor party hereto, perform all obligations of the Investor hereunder and make the representations provided under Section 7 hereto.

 

11.         Survival of Agreements, Representations and Warranties. All agreements, representations and warranties contained herein or made in writing by or on behalf of the Investor and the Company in connection with the transactions contemplated by this Agreement shall survive the execution of this Agreement and the Operating Agreement, any investigation at any time made by the Investor, the Company or on behalf of any of them and the sale and purchase of the Interests and payment therefor.

 

14.
 

 

12.         Legends. The Investor consents to the placement of the legend contained on the signature page of the Operating Agreement and any other legend required or advisable, as determined by Company Counsel, by applicable law.

 

13.         Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one (1) and the same instrument.

 

14.         Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only with the written consent of the Investor and the Company.

 

15.         Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

 

16.         Jury Trial Waiver. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

 

17.         Venue. Subject to Section 18, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of (A) the United States Courts located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement to the extent such court would have subject matter jurisdiction with respect to such dispute and (B) the courts located in the State of Delaware; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court; (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such courts; (iv) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to a party at its address set forth in Section 13.2 of the Operating Agreement or at such other address of which a party shall have been notified pursuant thereto; and (v) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law.

 

18.         Dispute Resolution.

 

15.
 

 

(a)          The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place.

 

(b)          Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired.

 

(c)          All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

 

(d)          At no time prior to the First Meeting shall either side initiate any litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph 18(a) above.

 

(e)          All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in Paragraphs 18(a) and (b) above are pending and for 15 calendar days thereafter. The parties will take such action, if any, required to effectuate such tolling.

 

(f)          If the parties do not reach a resolution to the dispute within a period of thirty (30) days from the date of the First Meeting, then either party may pursue its remedies in accordance with applicable law.

 

[Remainder of Page Intentionally Left Blank; Signature Page to Follow]

 

16.
 

 

In Witness Whereof, the parties hereto have executed This Subscription Agreement as of the date first above written.

 

Aireon LLC  
   
By:   /s/ Donald L. Thoma  
Name:  Donald L. Thoma  
Title:   Chief Executive Officer  

 

Naviair  
   
By:   /s/ Morten Dambæk  
Name:  Morten Dambæk  
Title:   CEO  

 

Signature Page to Subscription Agreement

 

 
 

 

Exhibit A

 

Second Amended and Restated Limited Liability Company Agreement

 

 
 

 

Exhibit B

 

Tranche  Capital
Contribution
   Preferred Interests 
First Tranche Capital Contribution  $12,244,898    1.84%
Second Tranche Capital Contribution  $6,122,449    0.75%
Third Tranche Capital Contribution  $8,081,633    1.55%
Fourth Tranche Capital Contribution  $2,938,776    0.69%

 

Exhibit B-1

 

For ease of reference, the following table sets forth the applicable post-redemption target percentages for each tranche as defined in the Operating Agreement (in the event of any conflict between the Operating Agreement and this table, the Operating Agreement shall control):

 

First Additional Investors Tranche Post-Redemption Naviair Target Interest   2.5%
Second Additional Investors Tranche Post-Redemption Naviair Target Interest   1.25%
Third Additional Investors Tranche Post-Redemption Naviair Target Interest   1.65%
Fourth Additional Investors Tranche Post-Redemption Naviair Target Interest   0.6%
Total   6.0%

 

 
 

 

Exhibit C

 

Pro Forma Balance Sheet as of October 31, 2013

 

 
 

 

Schedule 7(f) - The Investor’s Knowledge

Schedule 8(b) - Capitalization and Voting Rights

Schedule 8(d)(i) - Litigation

Schedule 8(d)(ii) - The Company’s Knowledge

Schedule 8(g) - Liabilities

Schedule 8(k) - Material Company Contracts

Schedule 8(l) - Related Party Transactions

Schedule 8(o) - Brokers

 

 

EX-10.11 5 v367143_ex10-11.htm EXHIBIT 10.11

 

Execution Version

 

AIREON LLC

 

 

  

SUBSCRIPTION AGREEMENT

 

FOR INTERESTS

 

(Preferred Interests)

 

 
 

 

AIREON LLC

SUBSCRIPTION AGREEMENT 

FOR

 

INTERESTS

 

(Preferred Interests)

 

THE OFFERING OF SECURITIES DESCRIBED HEREIN HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.  THIS OFFERING IS MADE PURSUANT TO RULE 506 OF REGULATION D UNDER SECTION 4(2) OF SAID ACT, WHICH EXEMPTS FROM SUCH REGISTRATION TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING.  FOR THIS REASON, THESE SECURITIES WILL BE SOLD ONLY TO INVESTORS WHO MEET CERTAIN MINIMUM SUITABILITY QUALIFICATIONS DESCRIBED HEREIN. 

 

A SUBSCRIBER SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE COMPANY FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION, AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE INTERESTS UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION.  TRANSFER OF THE INTERESTS IS ALSO RESTRICTED BY THE TERMS OF THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RELATING THERETO.

 

NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED STATES OF AMERICA THAT WOULD PERMIT AN OFFERING OF THE INTERESTS, OR POSSESSION OR DISTRIBUTION OF OFFERING MATERIALS IN CONNECTION WITH THE ISSUANCE OF THESE INTERESTS, IN ANY COUNTRY OR JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. IT IS THE RESPONSIBILITY OF ANY PERSON WISHING TO PURCHASE ANY OF THESE INTERESTS TO SATISFY HIMSELF, HERSELF OR ITSELF AS TO FULL OBSERVANCE OF THE LAWS OR REGULATIONS OF ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES OF AMERICA IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES.

 

 
 

 

This DOCUMENT and the information contained herein is confidential and has been prepared and is intended for use on a confidential basis solely by those persons in Ireland to whom it is sent by. It may not be reproduced, redistributed or passed on to any other persons or published in whole or in any part for any purpose. It does not constitute an invitation to the public in Ireland or any section thereof to subscribe for or purchase any shares or other securities in any company and accordingly is not a prospectus within the meaning of the Prospectus Directive Regulations.

 

The Offer is being extended to a small number of persons resident in the Republic of Ireland by way of a private placement. Neither this document nor the Offer constitute an invitation to the public in Ireland or any section thereof to subscribe for or purchase INTERESTS and accordingly is not a prospectus within the meaning of the Prospectus Directive Regulations.

 

2.
 

 

SUBSCRIPTION AGREEMENT

 

This Subscription Agreement (this “Agreement”), dated as of December 20, 2013, is entered into by and among AIREON LLC, a Delaware limited liability company (the “Company”), and Irish Aviation Authority Limited, a company organized under the laws of the Republic of Ireland (the “Investor”), in connection with the Investor’s purchase of Preferred Interests in the Company (“Interests”) and admission as a Member of the Company pursuant to the terms of this Agreement and the Company’s Second Amended and Restated Limited Liability Company Agreement, in substantially the form set forth as Exhibit A attached hereto (the “Operating Agreement”), which shall be entered into on or before February 14, 2014 and shall amend and restate that certain Amended and Restated Limited Liability Company Agreement, dated as of November 19, 2012, as amended by Amendment No. 1 dated as of June 27, 2013 (as so amended, the “Original Operating Agreement”), by and among NAV CANADA Satellite, Inc., a wholly owned subsidiary of NAV CANADA ("NAV CANADA US Subsidiary"), NAV CANADA, Iridium Satellite LLC (“Iridium”), and the Company. Capitalized terms used but not defined herein shall have the meanings given them in the Operating Agreement.

 

The Investor hereby subscribes for Interests in the Company, and the Company and the Investor hereby agree as follows:

 

1.           Subscription.

 

(a)          First Additional Investors Tranche Financing.

 

Subject to the terms and conditions hereof, on or before February 14, 2014, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “First Tranche Capital Contribution” set forth on Exhibit B attached hereto (the “First Tranche”) for the aggregate purchase price that corresponds to such First Tranche Capital Contribution amount set forth on Exhibit B attached hereto (the “Initial Purchase Price”).

 

(b)          Second Additional Investors Tranche Financing.

 

(i)          Subject to the terms and conditions hereof and the terms and conditions of the Operating Agreement, including Section 3.6.5.1 thereof, upon the satisfaction (or waiver by the Investor) of all of the conditions set forth in Section 3.6.5.1 of the Operating Agreement, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “Second Tranche Capital Contribution” set forth on Exhibit B attached hereto for the aggregate purchase price that corresponds to such Second Tranche Capital Contribution amount set forth on Exhibit B attached hereto.

 

1.
 

 

 

(c)          Third Additional Investors Tranche Financing.

 

(i)          Subject to the terms and conditions hereof and the terms and conditions of the Operating Agreement, including Section 3.6.5.2 thereof, upon the satisfaction (or waiver by the Investor) of all of the conditions set forth in Section 3.6.5.2 of the Operating Agreement, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “Third Tranche Capital Contribution” set forth on Exhibit B attached hereto for the aggregate purchase price that corresponds to such Third Tranche Capital Contribution amount set forth on Exhibit B attached hereto.

 

(d)          Fourth Additional Investors Tranche Financing.

 

(i)          Subject to the terms and conditions hereof and the terms and conditions of the Operating Agreement, including Section 3.6.5.3 thereof, upon the satisfaction (or waiver by the Investor) of all of the conditions set forth in Section 3.6.5.3 of the Operating Agreement, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “Fourth Tranche Capital Contribution” set forth on Exhibit B attached hereto for the aggregate purchase price that corresponds to such Fourth Tranche Capital Contribution amount set forth on Exhibit B attached hereto.

 

(e)          Closing of Purchase and Sale.

 

(i)           The purchase and sale of the First Tranche (the “Initial Closing”) shall take place at the offices of the Company, as soon as practicable after satisfaction of the terms and conditions of this Agreement relating to the Initial Closing; provided, however, that if such day is a Saturday, Sunday or legal holiday (in the State of Delaware or in Dublin, Ireland), the Initial Closing shall take place on the following Business Day (such date, the “Initial Closing Date”). At the Initial Closing, (1) the Company shall deliver to the Investor the various certificates, instruments and documents referred to in Section 3 below, (2) the Investor shall deliver to the Company the various certificates, instruments and documents referred to in Section 4 below, (3) the Company shall issue to the Investor the applicable Preferred Interests being purchased by the Investor by appropriate notation in the Member Register, and (4) the Investor shall deliver to the Company, by wire transfer of immediately available funds to an account identified by the Company and communicated in writing to the Investor at least 15 (fifteen) days prior to the Initial Closing, the Initial Purchase Price. Notwithstanding the foregoing, if the purchase and sale of the First Tranche takes place at more than one closing, then the Company and the Investor shall only be required to deliver the deliverables set forth in foregoing clauses (1) and (2) at the first such closing.

 

2.
 

 

(ii)         The purchase and sale of the Investor's portion of the Second Additional Investors Financing Interest, the Third Additional Investors Financing Interest, and the Fourth Additional Investors Financing Interest (each such purchase and sale, a “Subsequent Closing”, and the date of any such Subsequent Closing, a “Subsequent Closing Date”) shall take place at the offices of the Company in accordance with the terms and conditions herein and the Operating Agreement. At any Subsequent Closing, (1) the Company shall deliver to the Investor the various certificates, instruments and documents referred to in Section 5 below, (2) the Investor shall deliver to the Company the various certificates, instruments and documents referred to in Section 6 below, (3) the Company shall issue to the Investor the applicable Preferred Interests being purchased by the Investor in such Subsequent Closing by appropriate notation in the Member Register, and (4) the Investor shall deliver to the Company, by wire transfer of immediately available funds to an account identified by the Company and communicated in writing to the Investor at least 15 (fifteen) days prior to the Initial Closing, the applicable purchase price for such Subsequent Closing. Notwithstanding the foregoing, if the purchase and sale of the Second Additional Investors Financing Interest takes place at more than one closing, then the Company and the Investor shall only be required to deliver the deliverables set forth in foregoing clauses (1) and (2) at the first such closing for such Additional Investors Financing.

 

2.           Operating Agreement. Concurrent with the Initial Closing, (i) the Company shall include a schedule to the Operating Agreement which reflects the admission of the Investor as a member of the Company and issuance of Preferred Interests issuable at the Initial Closing to the Investor, and (ii) the Investor shall execute a counterparty to the Operating Agreement in accordance with the terms and conditions thereof. The Parties agree and acknowledge that the Operating Agreement that will be executed at the Initial Closing by the Investor and the other parties shall have the form set forth in Exhibit A, provided that any change, amendment and/or modification to the text of the Operating Agreement attached herewith under Exhibit A, occurring, due and/or necessary for whatever reason prior to Initial Closing, other than the filling in of dates, changes to entity names to reflect assignment of subscription rights to subsidiaries and similar clerical matters, shall be immediately communicated to the Investor and shall be approved in writing by the Investor, which approval shall not unreasonably be withheld, denied or delayed.

 

3.           Conditions to the Investor’s Obligations at Initial Closing. The obligations of the Investor under this Agreement to be performed at the Initial Closing are subject to the fulfillment on or before the Initial Closing of each of the following conditions by the Company (unless waived by the Investor in writing):

 

(a)          Representations and Warranties. The representations and warranties by the Company contained in Section 8 of this Agreement that are qualified by reference to “material”, “materially”, “material adverse effect” or “Material Adverse Change” shall be true and correct in all respects when made and on and as of the Initial Closing (with the same effect as though such representations and warranties had been made on and as of the date of such Initial Closing), and all other representations and warranties by the Company contained in Section 8 of this Agreement shall be true and correct in all material respects when made and on and as of the Initial Closing (with the same effect as though such representations and warranties had been made on and as of the date of such Initial Closing), except for such representations and warranties which are made as of a certain date, which shall be true and correct in all respects or in all material respects, as applicable, as of such date.

 

3.
 

 

(b)          Performance. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement and the Operating Agreement that are required to be performed or complied with by it on or before the Initial Closing.

 

(c)          Compliance Certificate. An officer of the Company shall deliver to the Investor at the Initial Closing a certificate signed by him on behalf of the Company stating that the conditions specified in Sections 3(a), 3(b) and 3(d) hereof have been fulfilled and stating that on the Initial Closing Date, to the Company’s knowledge, there exists no event, circumstance, condition, fact, effect or other matter, or series of events, circumstances, conditions, facts, effects or matters, individually or in the aggregate, that has had or would be reasonably expected to have a Material Adverse Change.

 

(d)          Consents and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the Operating Agreement and to carry out the transactions contemplated hereby and thereby. All corporate and other action, including any amendments to the Operating Agreement, and any governmental filings necessary to effectuate the terms of this Agreement, the Operating Agreement and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken.

 

4.           Conditions to Company’s Obligations at Initial Closing. The obligations of the Company to the Investor under this Agreement to be performed at the Initial Closing are subject to the fulfillment on or before the Initial Closing of each of the following conditions by the Investor (unless waived by the Company in writing):

 

(a)          Representations and Warranties of the Investor. The representations and warranties by the Investor contained in Section 7 of this Agreement that are qualified by reference to “material”, “materially”, “material adverse effect” or “Material Adverse Change” shall be true and correct in all respects when made and on and as of the Initial Closing (with the same effect as though such representations and warranties had been made on and as of the Initial Closing) and all other representations and warranties by the Investor shall be true and correct in all material respects when made and on and as of the Initial Closing (with the same effect as though such representations and warranties had been made on and as of the date of the Initial Closing), except for such representations and warranties which are made as of a certain date, which shall be true and correct in all respects or in all material respects, as applicable, as of such date.

 

(b)          Compliance Certificate from the Investor. The Company shall have received a certificate of the Investor signed by an authorized officer of the Investor to the effect that the conditions in Sections 4(a) and 4(c) have been satisfied.

 

(c)          Consents and Waivers. The Investor shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the Operating Agreement and to carry out the transactions contemplated hereby and thereby. All corporate and other action, including any amendments to the Operating Agreement, and any governmental filings necessary to effectuate the terms of this Agreement, the Operating Agreement and other agreements and instruments executed and delivered by the Investor in connection herewith shall have been made or taken.

 

4.
 

 

(d)          Purchase Price. The Investor shall have funded to the Company the Initial Purchase Price.

 

5.           Conditions to the Investor’s Obligations at any Subsequent Closing. The obligations of the Investor under this Agreement to be performed at any Subsequent Closing are subject to the fulfillment on or before such Subsequent Closing of each of the following conditions by the Company (unless waived by the Investor in writing):

 

(a)          Representations and Warranties of the Company. The representations and warranties by the Company contained in Section 8 of this Agreement that are qualified by reference to “material”, “materially”, “material adverse effect” or “Material Adverse Change” shall be true and correct in all respects as of such Subsequent Closing Date, as if made on and as of such Subsequent Closing Date, and all other representations and warranties by the Company contained in Section 8 of this Agreement shall be true and correct in all material respects as of such Subsequent Closing Date, as if made on such Subsequent Closing Date, except for such representations and warranties which are made as of a certain date, which shall be true and correct in all respects or in all material respects, as applicable, as of such date.

 

(b)          Performance. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement, and the Operating Agreement that are required to be performed or complied with by it on or before such Subsequent Closing.

 

(c)          Compliance Certificate. The Investor shall have received a certificate of the Company signed by an authorized officer of the Company to the effect that the conditions in Sections 5(a), 5(b) and 5(d) have been satisfied.

 

(d)          Consents and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the Operating Agreement and to carry out such Subsequent Closing. All corporate and other action, including any amendments to the bylaws of the Company, and any governmental filings necessary to effectuate the terms of this Agreement, the Operating Agreement and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken.

 

(e)          Operating Agreement Conditions. All of the conditions applicable to such Subsequent Closing set forth in the Operating Agreement, including the conditions set forth in Section 3.6.5 therein, have been satisfied.

 

5.
 

 

6.           Conditions to Company’s Obligations at any Subsequent Closing. The obligations of the Company to the Investor under this Agreement to be performed at any Subsequent Closing are subject to the fulfillment on or before such Subsequent Closing of each of the following conditions by the Investor (unless waived by the Company in writing):

 

(a)          Representations and Warranties of the Investor. The representations and warranties by the Investor contained in Section 7 of this Agreement that are qualified by reference to “material”, “materially”, “material adverse effect” or “Material Adverse Change” shall be true and correct in all respects as of such Subsequent Closing Date, as if made on and as of such Subsequent Closing Date, and all other representations and warranties by the Investor shall be true and correct in all material respects as of such Subsequent Closing Date, as if made on such Subsequent Closing Date, except for such representations and warranties which are made as of a certain date, which shall be true and correct in all respects or in all material respects, as applicable, as of such date.

 

(b)          Compliance Certificate from the Investor. The Company shall have received a certificate of the Investor signed by an authorized officer of the Investor to the effect that the conditions in Sections 6(a) and 6(c) have been satisfied.

 

(c)          Consents and Waivers. The Investor shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the Operating Agreement and to carry out such Subsequent Closing. All corporate and other action, including any amendments to the Operating Agreement, and any governmental filings necessary to effectuate the terms of this Agreement, the Operating Agreement and other agreements and instruments executed and delivered by the Investor in connection herewith shall have been made or taken.

 

(d)          Purchase Price. The Investor shall have funded to the Company the applicable purchase price for such Subsequent Closing.

 

7.           The Investor’s Representations. In connection with the Investor’s purchase of the Preferred Interests, the Investor makes the following representations and warranties on which the Company is entitled to rely.

 

(a)          The Investor is a Person duly organized, validly existing and in good standing under the laws of the Republic of Ireland and has all requisite power and authority to carry on its business as now conducted, to own and use the properties owned and used by it and to enter into this Agreement and the Operating Agreement. All action (corporate or other) on the part of the Investor for the authorization of the execution and delivery of this Agreement and the Operating Agreement and the performance of all obligations of the Investor hereunder, has been taken as of the date hereof, and thereunder, shall be taken as of the date thereof, and each such agreement constitutes, or shall constitute, its valid and legally binding obligation, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights and the general equity principles.

 

6.
 

 

(b)          The Investor has received, read and understands the Operating Agreement and this Agreement. For purposes of the preceding sentence, the Operating Agreement shall mean the Operating Agreement in the form attached herewith under Exhibit A, and for the Subsequent Closings the most recent version of such document that was made available to the Investor through the time immediately prior to such Subsequent Closing.

 

(c)          No representations or warranties have been made to the Investor by the Company, or any agent of said persons, other than as set forth in the Operating Agreement and this Agreement.

 

(d)          The Investor is acquiring the Preferred Interests solely for the Investor’s own account and not directly or indirectly for the account of any other person whatsoever for investment and not with a view to, or for sale in connection with, any distribution of the Preferred Interests. The Investor does not have any contract, undertaking or arrangement with any person to sell, transfer or grant a participation to any person with respect to the Preferred Interests.

 

(e)          The Investor is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D under the Securities Act, as presently in effect.

 

(f)          No suit, action, claim, investigation or other proceeding is pending or, to the Investor’s knowledge, is threatened against the Investor or its Affiliates which questions the validity of the Operating Agreement or this Agreement or any action taken or to be taken pursuant to the Operating Agreement or this Agreement. For the purpose of this Agreement, “knowledge” means, with respect to the Investor, the actual knowledge of those individuals set forth on Schedule 7(f) hereto after due inquiry.

 

(g)          All action on the part of the Investor, its officers, directors and members necessary for the authorization of the execution and delivery of this Agreement and the Operating Agreement and the performance of all obligations of the Investor hereunder and thereunder has been taken as of the date hereof. The Operating Agreement and this Agreement create valid and binding obligations of the Investor and are enforceable against the Investor in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

 

8.           Company’s Representations. The Company makes the following representations and warranties on which the Investor is entitled to rely:

 

(a)          The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now conducted and in which it proposes to engage in and to own and use the properties owned and used by it. The Company has made available to the Investor a complete and correct copy of its certificate of formation and the Original Operating Agreement, each as amended to date (the “Company Organizational Documents”).

 

7.
 

 

(b)          Capitalization and Voting Rights.

 

(i)          Immediately prior to the Initial Closing, the Fully Diluted Company Interests consist of (i) 81.3% issued and outstanding Common Interests, all of which are held by Iridium and (ii) 18.7% issued and outstanding Preferred Interests, all of which are held by NAV CANADA US Subsidiary.

 

(ii)         At the Initial Closing and after giving effect to the transactions contemplated herein occurring on or prior to the Initial Closing Date, the Fully Diluted Company Interests will consist of (i) 75.19% issued and outstanding Common Interests, all of which are held by Iridium and (ii) 24.81% issued and outstanding Preferred Interests, which are held by the Investor, NAV CANADA US Subsidiary, Enav and Naviair in the following percentages:

 

The Investor – 1.84%

 

NAV CANADA US Subsidiary – 17.29%

 

Enav – 3.84%

 

Naviair – 1.84%

 

(iii)        The Company does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interests in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, any Person.

 

Except as set forth in clause (ii) above, at the Initial Closing or the last Subsequent Closing contemplated herein, as applicable, there are or will be no other Interests or securities (including interest appreciation, “phantom interest”, interest participation or similar rights) of, or in respect of, the Company of any class issued, reserved for issuance or outstanding. Except as set forth on Schedule 8(b) hereto, at the Initial Closing or the last Subsequent Closing, as applicable, there are or will be no outstanding options, warrants, rights (including exchange, conversion, subscription, purchase or preemptive rights), agreements or obligations for the purchase or acquisition from the Company of any Interests or that could require the Company to issue, sell or otherwise cause to become outstanding, purchase or dispose of any Interests (other than pursuant to this Agreement, the Subscription Agreements between the Company and each of NAV CANADA US Subsidiary, Enav and Naviair, and the Operating Agreement). At the Initial Closing or the last Subsequent Closing, as applicable, neither the Company nor, to the Company’s knowledge, any of its members or directors, is or will be a party or subject to any agreement, commitment or understanding (including any voting trusts or proxies), which affects or relates to the voting or giving of written consents with respect to any Interest or security of the Company or by a Director of the Company (other than the Operating Agreement).

 

(c)          The execution, delivery and performance of the Operating Agreement and this Agreement, the consummation of all of the transactions contemplated hereby and thereby do not and will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Company is a party or any license, permit, franchise, judgment, order, writ or decree, or any law, statute, rule or regulation, applicable to the Company.

 

8.
 

 

(d)          Except as set forth on Schedule 8(d)(i) hereto, no suit, action, claim, investigation or other proceeding is pending or, to the Company’s knowledge is threatened against the Company or its Affiliates which either (x) questions the validity of the Operating Agreement or this Agreement or any action taken or to be taken pursuant to the Operating Agreement or this Agreement; or (y) could reasonably be expected to have a material adverse effect on the Company, its business, operations, assets, properties, conditions (financial or otherwise) or investments. For the purpose of this Agreement, “knowledge” means, with respect to the Company, the actual knowledge of those individuals set forth on Schedule 8(d)(ii) hereto after due inquiry.

 

(e)          The Preferred Interests being purchased from the Company by the Investor hereunder, when sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly authorized, issued, fully paid and nonassessable, will conform to the description of Preferred Interests contained in the Company’s Operating Agreement, will have been issued, sold and delivered in compliance with all applicable federal and state laws concerning the issuance and sale of securities and will be free and clear of (i) restrictions on transfer, other than restrictions on transfer under this Agreement and the Operating Agreement, and under applicable regional, supranational, federal, state, provincial, foreign or local law, statute, rule, regulation, order, ordinance, judgment, code or decree (each a “Law” and, collectively, “Laws”), and (ii) Taxes, liens, warrants, purchase rights, contracts, commitments, equities, demands and claims whatsoever. For the purpose of this Agreement, “Tax” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Internal Revenue Code of 1986, as amended), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, production personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto and any interest, penalties and additions in respect of such interest, penalties and additions, whether disputed or not.

 

(f)          All action on the part of the Company, its officers, directors and members necessary for the authorization of the execution and delivery of this Agreement and the Operating Agreement and the performance of all obligations of the Company hereunder and thereunder (including the authorization and issuance of the Preferred Interests being sold hereunder) has been taken as of the date hereof. The Operating Agreement and this Agreement create valid and binding obligations of the Company and are enforceable against the Company in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

 

9.
 

 

(g)          The Company has delivered to the Investor a pro forma balance sheet of the Company as of October 31, 2013 in the form attached hereto as Exhibit C (the “Balance Sheet”). The Balance Sheet has been prepared from and is in accordance with the Company’s books and records and fairly presents in all material respects the assets and liabilities of the Company as of the date thereof. Except as set forth in the Balance Sheet or as set forth on Schedule 8(g), as of the Initial Closing Date, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to October 31, 2013 and (ii) liabilities that, individually and in the aggregate, are not material to the financial condition or operating results of the Company.

 

(h)          Assuming the representations and warranties of the Investor in this Agreement are true and accurate, the offer, sale and issuance of the Preferred Interests as contemplated by this Agreement are exempt from the registration requirements of the Securities Act, and the qualification or registration requirements of applicable blue sky laws. Neither the Company nor any authorized agent acting on its behalf has offered or will offer or sell any securities, or has taken or will take any other action (including any offering of any securities of the Company under circumstances that would require under the Securities Act the integration of such offering with the offering and sale of the Preferred Interests being acquired hereunder), that would cause the loss of such exemptions.

 

(i)          The Company is not in violation of any provision of the Company Organizational Documents. No third party (including Governmental Authority) notices, consents or waivers are required to be obtained or made in connection with (i) the execution, delivery and performance of this Agreement or the Operating Agreement which has not been obtained or (ii) the consummation of the transactions contemplated by this Agreement or the Operating Agreement.

 

(j)          The Company is in compliance in all material respects with all applicable Laws. The Company has not received any notice of, and to the Company’s knowledge, no investigation or review is in process or threatened by any Governmental Authority with respect to, any violation or alleged violation of any applicable Law. For the purpose of this Agreement, “Governmental Authority” means any supranational, national, state, provincial, local, foreign or other political subdivision thereof or entity, department, agency or instrumentality exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to the government.

 

10.
 

 

(k)          The Company is in compliance in all material respects with all Company Contracts. Each material Company Contract is a legal, valid and binding agreement, assuming the due authorization, execution and delivery thereof by the third-party counter-parties thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights and to general equity principles, and each is in full force and effect on identical terms following the consummation of the transactions contemplated hereby. To the Company’s knowledge, no party to any material Company Contract other than the Company is in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default or permit termination, modification or acceleration under any material Company Contract. The Company has performed all of its obligations required to be performed by it to date under each material Company Contract and the Company is not in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default or permit termination, modification or acceleration under any material Company Contract. Other than those set forth on Schedule 8(k) hereto or as approved by the Company’s Board of Directors after the Initial Closing Date, none of the material Company Contracts was entered into outside the ordinary course of business. For the purpose of this Agreement, “Company Contract” means any agreement, contract, lease, permit, consent, settlement, option, license, authorization, instrument or other arrangement (including any employee incentive plan or grant or award thereunder) (each, a “Contract”) which the Company is a party to or bound by or to which any of its assets is subject.

 

(l)          Other than the Data Service Agreement, the Hosting Agreement, the Administrative Services Agreement, the Airtime Credits Agreement, the NAV CANADA Data Services Agreement, the Additional Investors Data Services Agreements and the HPOC Agreement, each as amended to date, (i) no Affiliate, shareholder, employee, officer or director of the Company or member of his or her immediate family (such Persons, collectively, “Related Parties”) is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any Related Party, in both cases, in an aggregate amount, together with any and all interest due thereunder, per any such Person greater than $10,000, except for accrued vacation pay, expense reimbursement and other accrued benefits under applicable employee benefit plans and policies of the Company in the ordinary course of business; (ii) to the Company’s knowledge, none of the Related Parties (other than any Affiliates) has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, except that employees, members, officers or directors of the Company and members of their immediate families may own stock in publicly traded companies; and (iii) other than Contracts related to employment with or services to the Company set forth on Schedule 8(l) hereto or as approved by the Company’s Board of Directors after the Initial Closing Date, no Related Party is directly or indirectly interested in any material Company Contract or transaction or series of transactions with the Company in which the aggregate amount involved exceeds $10,000 (such Contracts and transactions, collectively, “Related Party Transactions”). All Related Party Transactions have been recorded in the books and records of the Company in accordance with applicable Law and applicable accounting standards and true, correct and complete copies of all agreements and documents relating to such Related Party Transactions and the Data Service Agreement, the Hosting Agreement and the Administrative Services Agreement have been provided to the Investor. For the purpose of this Agreement, (i) the “Data Service Agreement” means that certain Data Transmission Services Agreement No. IS-12-034 between the Company and Iridium, dated as of November 19, 2012; (ii) the “Hosting Agreement” means that certain Hosting Cost Reimbursement Agreement No. IS-12-033 between the Company and Iridium, dated as of November 19, 2012; (iii) the “Administrative Services Agreement” means that certain Amended and Restated Administrative Services Agreement between the Company and Iridium, dated as of November 19, 2012, (iv) the “Airtime Credits Agreement” means that certain Airtime Credits Agreement between the Company and Iridium dated as of October 17, 2012, (v) the “NAV CANADA Data Services Agreement” means that certain Services Agreement No. AIR-13-003 between the Company and NAV CANADA dated as of April 24, 2013, (vi) the “Additional Investors Data Services Agreements” means Services Agreements between the Company and each of Enav, IAA and Naviair on substantially the same terms as the NAV CANADA Data Services Agreement executed on or before the Second A&R Effective Date, and (vii) the “HPOC Agreement” means that certain Services Agreement No. AIR-13-007 between the Company and Iridium dated as of October 28, 2013 and Statement of Work No. 1 thereto for the Hosted Payload Operations Center.

 

11.
 

 

(m)          The Company has delivered to the Investor a true, complete and correct copy of the Budget. The Budget has been prepared in good faith and based on the reasonable judgment of the Company. To the knowledge of the Company, no fact, occurrence or effect has occurred that would result in any material change to the Budget.

 

(n)          The Company is and always has been a limited liability company treated as a disregarded entity for tax purposes. The Company has timely filed all tax returns (federal, state and local) required to be filed by it, and all such returns are true, correct and complete. All taxes, if any, shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company with regard to periods through the Initial Closing, if any, whether or not shown on any return, have been paid or have been adequately provided for and will be paid prior to the time they become delinquent. There are no material liens on any assets of the Company with respect to taxes. The Company has not been advised (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof, or (b) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. There are no tax liabilities to be imposed upon the Company’s properties or assets as of the date of this Agreement that are not adequately provided for. The Company has no outstanding or pending agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or reassessment of, Taxes due from the Company. The Company has not executed or entered into a closing agreement under Section 7121 of the Internal Revenue Code or any similar provision of state, local or foreign Tax law, nor is the Company subject to any private letter ruling of the IRS or comparable ruling of any other taxing authority. The Company is not a party to any contract relating to the sharing, allocation or indemnification of taxes and does not have any liability for taxes of any person under Treasury Regulations or any similar state, local of foreign tax law, as a transferee or successor or otherwise. The Company will not be required to include in a taxable period ending after the Initial Closing taxable income attributable to income that accrued in a taxable period prior to the Initial Closing but was not recognized for tax purposes in such prior taxable period.

 

(o)          Except as set forth in Schedule 8(o) hereto, the Company does not have any liability, obligation or arrangement to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement or the Operating Agreement.

 

12.
 

 

(p)          The Company satisfies all requirements set forth in the Iridium Credit Agreement to be an Excluded Company (i.e., it is not required to become an Obligor under the Iridium Credit Agreement).

 

9.           Indemnification.

 

(a)          The Company shall indemnify, defend and hold harmless the Investor and its Affiliates and their respective officers, directors, agents, employees, partners, members, controlling persons and Affiliates (each, an “Investor Indemnified Party” and collectively, the “Investor Indemnified Parties”) to the fullest extent permitted by law from and against any and all losses, Claims, or written threats thereof (including, without limitation, any Claim by a third party), damages, diminution in value, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities (collectively, “Losses”) resulting from or arising out of (a) any breach of any representation or warranty of the Company in this Agreement and (b) any breach of any covenant or agreement of the Company in this Agreement or the Operating Agreement. Notwithstanding the foregoing, the Losses shall not include costs, fees and expenses incurred by any Investor Indemnified Party connection with: (i) any violations of law or governmental regulations by such Investor Indemnified Party, (ii) any acts of willful misconduct or gross negligence by such Investor Indemnified Party, (iii) any material breach of this Agreement by such Investor Indemnified Party, or (iv) any actions against such Investor Indemnified Party by creditors of such Investor Indemnified Party or shareholders or creditors of such Investor Indemnified Party’s parent companies. The amount of any payment to any Investor Indemnified Party herewith in respect of any Loss shall be of sufficient amount to make such Indemnified Party whole for any diminution in value of the Interests held by the Investor or its Affiliates caused by such Loss.

 

(b)          The Investor shall indemnify, defend and hold harmless the Company and its Affiliates and their respective officers, directors, agents, employees, partners, members, controlling persons and Affiliates (each, a “Company Indemnified Party” and collectively, the “Company Indemnified Parties”) to the fullest extent permitted by law from and against any and all Losses resulting from or arising out of (a) any breach of any representation or warranty of the Investor in this Agreement and (b) any breach of any covenant or agreement of the Investor in this Agreement or the Operating Agreement. Notwithstanding the foregoing, the Losses shall not include costs, fees and expenses incurred by any Company Indemnified Party connection with: (i) any violations of law or governmental regulations by such Company Indemnified Party, (ii) any acts of willful misconduct or gross negligence by such Company Indemnified Party, (iii) any material breach of this Agreement by such Company Indemnified Party, or (iv) any actions against such Investor Indemnified Party by creditors of such Company Indemnified Party or shareholders or creditors of such Company Indemnified Party’s parent companies. The amount of any payment to any Company Indemnified Party herewith in respect of any Loss shall be of sufficient amount to make such Company Indemnified Party whole for any diminution in value of the Interests held by the Members of the Company or their respective Affiliates caused by such Loss.

 

13.
 

 

(c)          For the purpose of this Agreement, “Claim” means any action, suit, claim, hearing, inquiry, audit, complaint, demand, litigation, arbitration or legal, civil, criminal, administrative or arbitral action, proceeding or investigation.

 

(d)          Promptly after an Investor Indemnified Party or Company Indemnified Party (each in such capacity, an “Indemnified Party”) receives notice or becomes aware pertaining to any Claim for which the Company or the Investor (each in such capacity, an “Indemnifying Party”) may be responsible under this Section 9, the Indemnified Party shall give written notice to the Indemnifying Party of such claim in reasonable detail; provided that the failure of the Indemnified Party to give such notice shall not affect such Indemnified Party’s rights under this Section 9 except to the extent the Indemnifying Party is actually and materially prejudiced by such failure to give such notice. The Indemnifying Party shall have the right to assume and conduct the defense of any Claim filed or instituted by any third party against the Indemnified Party (each, a “Third Party Claim”); provided that such Third Party Claim does not (i) relate to or arise in connection with any criminal proceeding or allegation or (ii) seeks any remedy other than payment of monetary damages; provided further that if the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to participate in the defense thereof at its own cost.

 

(e)          No Indemnified Party shall be entitled to recover any Losses pursuant to this Section 9 in excess of the sum of the Investor's funded portion of the First Additional Investors Tranche Financing Amount and the Second Additional Investors Tranche Financing Amount. Except for any pending Claims that remain unresolved, no Indemnified Party shall be entitled to any indemnification under this Section 9 after the six-month anniversary of the earlier of (i) the closing of the Second Additional Investors Tranche Financing, and (ii) the Second Additional Investors Tranche Financing Final Tranche Date (as may be extended by mutual agreement of the Investor and the Company).

 

10.          Assignment. The Investor shall at any time prior to the Initial Closing be entitled to transfer and assign any and all rights and obligations under this Agreement to a fully owned subsidiary, provided that the Investor shall remain liable for the fulfillment by such subsidiary of all obligations the Investor would otherwise have under this Agreement; provided, further that such transferee or assignee shall be bound by the terms of this Agreement as if it were the Investor party hereto, perform all obligations of the Investor hereunder and make the representations provided under Section 7 hereto.

 

11.          Survival of Agreements, Representations and Warranties. All agreements, representations and warranties contained herein or made in writing by or on behalf of the Investor and the Company in connection with the transactions contemplated by this Agreement shall survive the execution of this Agreement and the Operating Agreement, any investigation at any time made by the Investor, the Company or on behalf of any of them and the sale and purchase of the Interests and payment therefor.

 

14.
 

 

12.          Legends. The Investor consents to the placement of the legend contained on the signature page of the Operating Agreement and any other legend required or advisable, as determined by Company Counsel, by applicable law.

 

13.          Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one (1) and the same instrument.

 

14.          Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only with the written consent of the Investor and the Company.

 

15.          Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

 

16.          Jury Trial Waiver. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

 

17.          Venue. Subject to Section 18, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of (A) the United States Courts located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement to the extent such court would have subject matter jurisdiction with respect to such dispute and (B) the courts located in the State of Delaware; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court; (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such courts; (iv) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to a party at its address set forth in Section 13.2 of the Operating Agreement or at such other address of which a party shall have been notified pursuant thereto; and (v) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law.

 

15.
 

  

18.          Dispute Resolution.

 

(a)          The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place.

 

(b)          Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired.

 

(c)          All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

 

(d)          At no time prior to the First Meeting shall either side initiate any litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph 18(a) above.

 

(e)          All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in Paragraphs 18(a) and (b) above are pending and for 15 calendar days thereafter. The parties will take such action, if any, required to effectuate such tolling.

 

(f)          If the parties do not reach a resolution to the dispute within a period of thirty (30) days from the date of the First Meeting, then either party may pursue its remedies in accordance with applicable law.

 

[Remainder of Page Intentionally Left Blank; Signature Page to Follow]

 

16.
 

 

In Witness Whereof, the parties hereto have executed This Subscription Agreement as of the date first above written.

 

Aireon LLC  
   
By:   /s/ Donald L. Thoma  
Name:  Donald L. Thoma  
Title:  Chief Executive Officer  

 

Irish Aviation Authority Limited  
   
By:   /s/ Eamonn Brennan  
Name:  Eamonn Brennan  
Title:  CEO  

 

Signature Page to Subscription Agreement

 

 
 

 

Exhibit A

 

Second Amended and Restated Limited Liability Company Agreement

 

 
 

 

Exhibit B

 

Tranche 

Capital 

Contribution

   Preferred Interests 
First Tranche Capital Contribution  $12,244,898    1.84%
Second Tranche Capital Contribution  $6,122,449    0.75%
Third Tranche Capital Contribution  $8,081,633    1.55%
Fourth Tranche Capital Contribution  $2,938,776    0.69%

 

Exhibit B-1

 

For ease of reference, the following table sets forth the applicable post-redemption target percentages for each tranche as defined in the Operating Agreement (in the event of any conflict between the Operating Agreement and this table, the Operating Agreement shall control):

 

First Additional Investors Tranche Post-Redemption IAA Target Interest   2.5%
Second Additional Investors Tranche Post-Redemption IAA Target Interest   1.25%
Third Additional Investors Tranche Post-Redemption IAA Target Interest   1.65%
Fourth Additional Investors Tranche Post-Redemption IAA Target Interest   0.6%
Total   6.0%

 

 
 

 

Exhibit C

 

Pro Forma Balance Sheet as of October 31, 2013

 

 
 

 

Schedule 7(f) - The Investor’s Knowledge

Schedule 8(b) - Capitalization and Voting Rights

Schedule 8(d)(i) - Litigation

Schedule 8(d)(ii) - The Company’s Knowledge

Schedule 8(g) - Liabilities

Schedule 8(k) - Material Company Contracts

Schedule 8(l) - Related Party Transactions

Schedule 8(o) - Brokers

 

 

EX-10.12 6 v367143_ex10-12.htm EXHIBIT 10.12

 

Execution Version

 

AIREON LLC

 

 

 

AMENDED AND RESTATED SUBSCRIPTION AGREEMENT

 

FOR INTERESTS

 

(Preferred Interests)

 

 
 

 

AIREON LLC

AMENDED AND RESTATED SUBSCRIPTION AGREEMENT

 

FOR

INTERESTS

 

(Preferred Interests)

 

THE OFFERING OF SECURITIES DESCRIBED HEREIN HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.  THIS OFFERING IS MADE PURSUANT TO RULE 506 OF REGULATION D UNDER SECTION 4(2) OF SAID ACT, WHICH EXEMPTS FROM SUCH REGISTRATION TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING.  FOR THIS REASON, THESE SECURITIES WILL BE SOLD ONLY TO INVESTORS WHO MEET CERTAIN MINIMUM SUITABILITY QUALIFICATIONS DESCRIBED HEREIN. 

 

A SUBSCRIBER SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE COMPANY FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION, AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE INTERESTS UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION.  TRANSFER OF THE INTERESTS IS ALSO RESTRICTED BY THE TERMS OF THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RELATING THERETO.

 

 
 

 

SUBSCRIPTION AGREEMENT

 

This Amended and Restated Subscription Agreement (this “Agreement”), dated as of December 20, 2013, is entered into by and among AIREON LLC, a Delaware limited liability company (the “Company”), and NAV CANADA Satellite, Inc., a Delaware corporation and a wholly owned subsidiary of NAV CANADA (the “Investor”), and amends and restates the Subscription Agreement between the Investor and the Company dated as of November 19, 2012 (the “Original Subscription Agreement”), in connection with the Investor’s purchase of Preferred Interests in the Company (“Interests”) and entry into the Company’s Second Amended and Restated Limited Liability Company Agreement, in substantially the form set forth as Exhibit A attached hereto (the “Operating Agreement”), which shall be entered into on or before February 14, 2014 and shall amend and restate that certain Amended and Restated Limited Liability Company Agreement, dated as of November 19, 2012, as amended by Amendment No. 1 dated as of June 27, 2013 (as so amended, the “Original Operating Agreement”), by and among Investor, NAV CANADA, Iridium Satellite LLC (“Iridium”), and the Company. Capitalized terms used but not defined herein shall have the meanings given them in the Operating Agreement.

 

The Investor hereby subscribes for Interests in the Company, and the Company and the Investor hereby agree as follows:

 

1.          Subscription.

 

(a)          First NAV CANADA Tranche Financing.

 

The First NAV CANADA Tranche Financing was effected pursuant to the terms of the Original Subscription Agreement on November 19, 2012.

 

(b)          Second NAV CANADA Tranche Financing.

 

The Second NAV CANADA Tranche Financing was effected pursuant to the terms of the Original Subscription Agreement on June 27, 2013. The Second NAV CANADA Tranche Financing Interest is hereby amended (effective as of and conditioned on the occurrence of the Second A&R Effective Date) to the amount shown in Exhibit B.

 

(c)          Third NAV CANADA Tranche Financing.

 

Subject to the terms and conditions hereof and the terms and conditions of the Operating Agreement, including Section 3.6.3.2 thereof, upon the satisfaction (or waiver by the Investor) of all of the conditions set forth in Section 3.6.3.2 of the Operating Agreement, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “Third Tranche Capital Contribution” set forth on Exhibit B attached hereto for the aggregate purchase price that corresponds to such Third Tranche Capital Contribution amount set forth on Exhibit B attached hereto.

 

1.
 

 

(d)          Fourth NAV CANADA Tranche Financing.

 

Subject to the terms and conditions hereof and the terms and conditions of the Operating Agreement, including Section 3.6.3.3 thereof, upon the satisfaction (or waiver by the Investor) of all of the conditions set forth in Section 3.6.3.3 of the Operating Agreement, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “Fourth Tranche Capital Contribution” set forth on Exhibit B attached hereto for the aggregate purchase price that corresponds to such Fourth Tranche Capital Contribution amount set forth on Exhibit B attached hereto.

 

(e)          Fifth NAV CANADA Tranche Financing.

 

Subject to the terms and conditions hereof and the terms and conditions of the Operating Agreement, including Section 3.6.3.4 thereof, upon the satisfaction (or waiver by the Investor) of all of the conditions set forth in Section 3.6.3.4 of the Operating Agreement, the Company hereby agrees to issue and sell to the Investor, and the Investor hereby subscribes for and agrees to purchase the amount of Preferred Interests convertible into the amount of the Fully Diluted Company Interests set forth opposite the heading “Fifth Tranche Capital Contribution” set forth on Exhibit B attached hereto for the aggregate purchase price that corresponds to such Fifth Tranche Capital Contribution amount set forth on Exhibit B attached hereto.

 

(f)          Closing of Purchase and Sale.

 

The purchase and sale of the Third NAV CANADA Financing Interest, Fourth NAV CANADA Financing Interest, and the Fifth NAV CANADA Financing Interest (each such purchase and sale, a “Subsequent Closing”, and the date of any such Subsequent Closing, a “Subsequent Closing Date”) shall take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 2001 K Street, NW, Washington, DC 20006-1047, in accordance with the terms and conditions herein and the Operating Agreement. At any Subsequent Closing, (1) the Company shall deliver to the Investor the various certificates, instruments and documents referred to in Section 5 below, (2) the Investor shall deliver to the Company the various certificates, instruments and documents referred to in Section 6 below, (3) the Company shall issue to the Investor the applicable Preferred Interests being purchased by the Investor in such Subsequent Closing by appropriate notation in the Member Register, and (4) the Investor shall deliver to the Company, by wire transfer of immediately available funds to an account identified by the Company and communicated in writing to the Investor at least 15 (fifteen) days prior to the applicable Subsequent Closing, the applicable purchase price for such Subsequent Closing. Notwithstanding the foregoing, if the purchase and sale of the Third NAV CANADA Financing Interest takes place at more than one closing, then the Company and the Investor shall only be required to deliver the deliverables set forth in foregoing clauses (1) and (2) at the first such closing for such NAV CANADA Financing.

 

2.
 

 

2.          Operating Agreement. Concurrent with the closing of the First Additional Investors Tranche Financing (the “First Additional Investors Closing”), (i) the Company shall include a schedule to the Operating Agreement which reflects the Preferred Interests held at such First Additional Investors Closing by the Investor, and (ii) the Investor shall execute a counterparty to the Operating Agreement in accordance with the terms and conditions thereof. The Parties agree and acknowledge that the Operating Agreement that will be executed at First Additional Investors Closing by the Investor and the other parties shall have the form set forth in Exhibit A, provided that any change, amendment and/or modification to the text of the Operating Agreement attached herewith under Exhibit A, occurring, due and/or necessary for whatever reason prior to First Additional Investors Closing, other than the filling in of dates, changes to entity names to reflect assignment of subscription rights to subsidiaries and similar clerical matters, shall be immediately communicated to the Investor and shall be approved in writing by the Investor, which approval shall not unreasonably be withheld, denied or delayed.

 

3.          [Reserved]

 

4.          [Reserved]

 

5.          Conditions to the Investor’s Obligations at any Subsequent Closing. The obligations of the Investor under this Agreement to be performed at any Subsequent Closing are subject to the fulfillment on or before such Subsequent Closing of each of the following conditions by the Company (unless waived by the Investor in writing):

 

(a)          Representations and Warranties of the Company. The representations and warranties by the Company contained in Section 8 of this Agreement that are qualified by reference to “material”, “materially”, “material adverse effect” or “Material Adverse Change” shall be true and correct in all respects as of such Subsequent Closing Date, as if made on and as of such Subsequent Closing Date, and all other representations and warranties by the Company contained in Section 8 of this Agreement shall be true and correct in all material respects as of such Subsequent Closing Date, as if made on such Subsequent Closing Date, except for such representations and warranties which are made as of a certain date, which shall be true and correct in all respects or in all material respects, as applicable, as of such date.

 

(b)          Performance. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement, and the Operating Agreement that are required to be performed or complied with by it on or before such Subsequent Closing.

 

(c)          Compliance Certificate. The Investor shall have received a certificate of the Company signed by an authorized officer of the Company to the effect that the conditions in Sections 5(a), 5(b) and 5(d) have been satisfied.

 

(d)          Consents and Waivers. The Company shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the Operating Agreement and to carry out such Subsequent Closing. All corporate and other action, including any amendments to the bylaws of the Company, and any governmental filings necessary to effectuate the terms of this Agreement, the Operating Agreement and other agreements and instruments executed and delivered by the Company in connection herewith shall have been made or taken.

 

3.
 

 

(e)          Operating Agreement Conditions. All of the conditions applicable to such Subsequent Closing set forth in the Operating Agreement, including the conditions set forth in Section 3.6.3 therein, have been satisfied.

 

6.          Conditions to Company’s Obligations at any Subsequent Closing. The obligations of the Company to the Investor under this Agreement to be performed at any Subsequent Closing are subject to the fulfillment on or before such Subsequent Closing of each of the following conditions by the Investor (unless waived by the Company in writing):

 

(a)          Representations and Warranties of the Investor. The representations and warranties by the Investor contained in Section 7 of this Agreement that are qualified by reference to “material”, “materially”, “material adverse effect” or “Material Adverse Change” shall be true and correct in all respects as of such Subsequent Closing Date, as if made on and as of such Subsequent Closing Date, and all other representations and warranties by the Investor shall be true and correct in all material respects as of such Subsequent Closing Date, as if made on such Subsequent Closing Date, except for such representations and warranties which are made as of a certain date, which shall be true and correct in all respects or in all material respects, as applicable, as of such date.

 

(b)          Compliance Certificate from the Investor. The Company shall have received a certificate of the Investor signed by an authorized officer of the Investor to the effect that the conditions in Sections 6(a) and 6(c) have been satisfied.

 

(c)          Consents and Waivers. The Investor shall have obtained all consents or waivers necessary to execute and perform its obligations under this Agreement and the Operating Agreement and to carry out such Subsequent Closing. All corporate and other action, including any amendments to the Operating Agreement, and any governmental filings necessary to effectuate the terms of this Agreement, the Operating Agreement and other agreements and instruments executed and delivered by the Investor in connection herewith shall have been made or taken.

 

(d)          Purchase Price. The Investor shall have funded to the Company the applicable purchase price for such Subsequent Closing.

 

7.          The Investor’s Representations. In connection with the Investor’s purchase of the Preferred Interests, the Investor makes the following representations and warranties on which the Company is entitled to rely.

 

(a)          The Investor is a Person duly organized, validly existing and in good standing under the laws of Delaware and has all requisite power and authority to carry on its business as now conducted, to own and use the properties owned and used by it and to enter into this Agreement and the Operating Agreement. All action (corporate or other) on the part of the Investor for the authorization of the execution and delivery of this Agreement and the Operating Agreement and the performance of all obligations of the Investor hereunder, has been taken as of the date hereof, and thereunder, shall be taken as of the date thereof, and each such agreement constitutes, or shall constitute, its valid and legally binding obligation, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights and the general equity principles. The Investor is a wholly owned subsidiary of NAV CANADA.

 

4.
 

 

(b)          The Investor has received, read and understands the Operating Agreement and this Agreement. For purposes of the preceding sentence, the Operating Agreement shall mean the Operating Agreement in the form attached herewith under Exhibit A, and for the Subsequent Closings the most recent version of such document that was made available to the Investor through the time immediately prior to such Subsequent Closing.

 

(c)          No representations or warranties have been made to the Investor by the Company, or any agent of said persons, other than as set forth in the Operating Agreement and this Agreement.

 

(d)          The Investor is acquiring the Preferred Interests solely for the Investor’s own account and not directly or indirectly for the account of any other person whatsoever for investment and not with a view to, or for sale in connection with, any distribution of the Preferred Interests. The Investor does not have any contract, undertaking or arrangement with any person to sell, transfer or grant a participation to any person with respect to the Preferred Interests.

 

(e)          The Investor is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D under the Securities Act, as presently in effect.

 

(f)          No suit, action, claim, investigation or other proceeding is pending or, to the Investor’s knowledge, is threatened against the Investor or its Affiliates which questions the validity of the Operating Agreement or this Agreement or any action taken or to be taken pursuant to the Operating Agreement or this Agreement. For the purpose of this Agreement, “knowledge” means, with respect to the Investor, the actual knowledge of those individuals set forth on Schedule 7(f) hereto after due inquiry.

 

(g)          All action on the part of the Investor, its officers, directors and members necessary for the authorization of the execution and delivery of this Agreement and the Operating Agreement and the performance of all obligations of the Investor hereunder and thereunder has been taken as of the date hereof. The Operating Agreement and this Agreement create valid and binding obligations of the Investor and are enforceable against the Investor in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

 

8.          Company’s Representations. The Company makes the following representations and warranties on which the Investor is entitled to rely:

 

5.
 

 

(a)          The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now conducted and in which it proposes to engage in and to own and use the properties owned and used by it. The Company has made available to the Investor a complete and correct copy of its certificate of formation and the Original Operating Agreement, each as amended to date (the “Company Organizational Documents”).

 

(b)          Capitalization and Voting Rights.

 

(i)          Immediately prior to the First Additional Investors Closing, the Fully Diluted Company Interests consist of (i) 81.3% issued and outstanding Common Interests, all of which are held by Iridium and (ii) 18.7% issued and outstanding Preferred Interests, all of which are held by NAV CANADA US Subsidiary.

 

(ii)         At the First Additional Investors Closing and after giving effect to the transactions contemplated herein occurring on or prior to the date of the First Additional Investors Closing, the Fully Diluted Company Interests will consist of (i) 75.19% issued and outstanding Common Interests, all of which are held by Iridium and (ii) 24.81% issued and outstanding Preferred Interests, which are held by the Investor, Enav US Subsidiary, IAA and Naviair in the following percentages:

 

The Investor – 17.29%

 

Enav US Subsidiary – 3.84%

 

IAA – 1.84%

 

Naviair – 1.84%

 

(iii)        Unless otherwise approved in writing by the Investor pursuant to the terms of the Operating Agreement, the Preferred Interests held by the Investor after the closing of the Fifth NAV CANADA Tranche Financing, the completion of the Fourth Additional Investors Financing and the completion of the Mandatory Iridium Redemption (and after giving effect thereto) shall represent 51% of the Fully Diluted Company Interests as of the date of the completion of the Mandatory Iridium Redemption (after giving effect thereto).

 

(iv)        The Company does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interests in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, any Person.

 

6.
 

 

Except as set forth in clause (ii) above, at the First Additional Investors Closing or the last Subsequent Closing contemplated herein, as applicable, there are or will be no other Interests or securities (including interest appreciation, “phantom interest”, interest participation or similar rights) of, or in respect of, the Company of any class issued, reserved for issuance or outstanding. Except as set forth on Schedule 8(b) hereto, at the First Additional Investors Closing or the last Subsequent Closing, as applicable, there are or will be no outstanding options, warrants, rights (including exchange, conversion, subscription, purchase or preemptive rights), agreements or obligations for the purchase or acquisition from the Company of any Interests or that could require the Company to issue, sell or otherwise cause to become outstanding, purchase or dispose of any Interests (other than pursuant to this Agreement, the Subscription Agreements between the Company and each of Enav US Subsidiary, IAA and Naviair, and the Operating Agreement). At the First Additional Investors Closing or the last Subsequent Closing, as applicable, neither the Company nor, to the Company’s knowledge, any of its members or directors, is or will be a party or subject to any agreement, commitment or understanding (including any voting trusts or proxies), which affects or relates to the voting or giving of written consents with respect to any Interest or security of the Company or by a Director of the Company (other than the Operating Agreement).

 

(c)          The execution, delivery and performance of the Operating Agreement and this Agreement, the consummation of all of the transactions contemplated hereby and thereby do not and will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Company is a party or any license, permit, franchise, judgment, order, writ or decree, or any law, statute, rule or regulation, applicable to the Company.

 

(d)          Except as set forth on Schedule 8(d)(i) hereto, no suit, action, claim, investigation or other proceeding is pending or, to the Company’s knowledge is threatened against the Company or its Affiliates which either (x) questions the validity of the Operating Agreement or this Agreement or any action taken or to be taken pursuant to the Operating Agreement or this Agreement; or (y) could reasonably be expected to have a material adverse effect on the Company, its business, operations, assets, properties, conditions (financial or otherwise) or investments. For the purpose of this Agreement, “knowledge” means, with respect to the Company, the actual knowledge of those individuals set forth on Schedule 8(d)(ii) hereto after due inquiry.

 

(e)          The Preferred Interests being purchased from the Company by the Investor hereunder, when sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly authorized, issued, fully paid and nonassessable, will conform to the description of Preferred Interests contained in the Company’s Operating Agreement, will have been issued, sold and delivered in compliance with all applicable federal and state laws concerning the issuance and sale of securities and will be free and clear of (i) restrictions on transfer, other than restrictions on transfer under this Agreement and the Operating Agreement, and under applicable regional, supranational, federal, state, provincial, foreign or local law, statute, rule, regulation, order, ordinance, judgment, code or decree (each a “Law” and, collectively, “Laws”), and (ii) Taxes, liens, warrants, purchase rights, contracts, commitments, equities, demands and claims whatsoever. For the purpose of this Agreement, “Tax” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Internal Revenue Code of 1986, as amended), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, production personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto and any interest, penalties and additions in respect of such interest, penalties and additions, whether disputed or not.

 

7.
 

 

(f)          All action on the part of the Company, its officers, directors and members necessary for the authorization of the execution and delivery of this Agreement and the Operating Agreement and the performance of all obligations of the Company hereunder and thereunder (including the authorization and issuance of the Preferred Interests being sold hereunder) has been taken as of the date hereof. The Operating Agreement and this Agreement create valid and binding obligations of the Company and are enforceable against the Company in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

 

(g)          The Company has delivered to the Investor and NAV CANADA a pro forma balance sheet of the Company as of October 31, 2013 in the form attached hereto as Exhibit C (the “Balance Sheet”). The Balance Sheet has been prepared from and is in accordance with the Company’s books and records and fairly presents in all material respects the assets and liabilities of the Company as of the date thereof. Except as set forth in the Balance Sheet or as set forth on Schedule 8(g), as of the Initial Closing Date, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to October 31, 2013 and (ii) liabilities that, individually and in the aggregate, are not material to the financial condition or operating results of the Company.

 

(h)          Assuming the representations and warranties of the Investor in this Agreement are true and accurate, the offer, sale and issuance of the Preferred Interests as contemplated by this Agreement are exempt from the registration requirements of the Securities Act, and the qualification or registration requirements of applicable blue sky laws. Neither the Company nor any authorized agent acting on its behalf has offered or will offer or sell any securities, or has taken or will take any other action (including any offering of any securities of the Company under circumstances that would require under the Securities Act the integration of such offering with the offering and sale of the Preferred Interests being acquired hereunder), that would cause the loss of such exemptions.

 

(i)          The Company is not in violation of any provision of the Company Organizational Documents. No third party (including Governmental Authority) notices, consents or waivers are required to be obtained or made in connection with (i) the execution, delivery and performance of this Agreement or the Operating Agreement which has not been obtained or (ii) the consummation of the transactions contemplated by this Agreement or the Operating Agreement.

 

8.
 

 

(j)          The Company is in compliance in all material respects with all applicable Laws. The Company has not received any notice of, and to the Company’s knowledge, no investigation or review is in process or threatened by any Governmental Authority with respect to, any violation or alleged violation of any applicable Law. For the purpose of this Agreement, “Governmental Authority” means any supranational, national, state, provincial, local, foreign or other political subdivision thereof or entity, department, agency or instrumentality exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to the government.

 

(k)          The Company is in compliance in all material respects with all Company Contracts. Each material Company Contract is a legal, valid and binding agreement, assuming the due authorization, execution and delivery thereof by the third-party counter-parties thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights and to general equity principles, and each is in full force and effect on identical terms following the consummation of the transactions contemplated hereby. To the Company’s knowledge, no party to any material Company Contract other than the Company is in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default or permit termination, modification or acceleration under any material Company Contract. The Company has performed all of its obligations required to be performed by it to date under each material Company Contract and the Company is not in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default or permit termination, modification or acceleration under any material Company Contract. Other than those set forth on Schedule 8(k) hereto or as approved by the Company’s Board of Directors after the Initial Closing Date, none of the material Company Contracts was entered into outside the ordinary course of business. For the purpose of this Agreement, “Company Contract” means any agreement, contract, lease, permit, consent, settlement, option, license, authorization, instrument or other arrangement (including any employee incentive plan or grant or award thereunder) (each, a “Contract”) which the Company is a party to or bound by or to which any of its assets is subject.

 

9.
 

 

(l)          Other than the Data Service Agreement, the Hosting Agreement, the Administrative Services Agreement, the Airtime Credits Agreement, the NAV CANADA Data Services Agreement, the Additional Investors Data Services Agreements and the HPOC Agreement, each as amended to date, (i) no Affiliate, shareholder, employee, officer or director of the Company or member of his or her immediate family (such Persons, collectively, “Related Parties”) is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any Related Party, in both cases, in an aggregate amount, together with any and all interest due thereunder, per any such Person greater than $10,000, except for accrued vacation pay, expense reimbursement and other accrued benefits under applicable employee benefit plans and policies of the Company in the ordinary course of business; (ii) to the Company’s knowledge, none of the Related Parties (other than any Affiliates) has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, except that employees, members, officers or directors of the Company and members of their immediate families may own stock in publicly traded companies; and (iii) other than Contracts related to employment with or services to the Company set forth on Schedule 8(l) hereto or as approved by the Company’s Board of Directors after the Initial Closing Date, no Related Party is directly or indirectly interested in any material Company Contract or transaction or series of transactions with the Company in which the aggregate amount involved exceeds $10,000 (such Contracts and transactions, collectively, “Related Party Transactions”). All Related Party Transactions have been recorded in the books and records of the Company in accordance with applicable Law and applicable accounting standards and true, correct and complete copies of all agreements and documents relating to such Related Party Transactions and the Data Service Agreement, the Hosting Agreement and the Administrative Services Agreement have been provided to the Investor. For the purpose of this Agreement, (i) the “Data Service Agreement” means that certain Data Transmission Services Agreement No. IS-12-034 between the Company and Iridium, dated as of November 19, 2012; (ii) the “Hosting Agreement” means that certain Hosting Cost Reimbursement Agreement No. IS-12-033 between the Company and Iridium, dated as of November 19, 2012; (iii) the “Administrative Services Agreement” means that certain Amended and Restated Administrative Services Agreement between the Company and Iridium, dated as of November 19, 2012, (iv) the “Airtime Credits Agreement” means that certain Airtime Credits Agreement between the Company and Iridium dated as of October 17, 2012, (v) the “NAV CANADA Data Services Agreement” means that certain Services Agreement No. AIR-13-003 between the Company and NAV CANADA dated as of April 24, 2013, (vi) the “Additional Investors Data Services Agreements” means Services Agreements between the Company and each of Enav, IAA and Naviair on substantially the same terms as the NAV CANADA Data Services Agreement executed on or before the Second A&R Effective Date, and (vii) the “HPOC Agreement” means that certain Services Agreement No. AIR-13-007 between the Company and Iridium dated as of October 28, 2013 and Statement of Work No. 1 thereto for the Hosted Payload Operations Center.

 

(m)          The Company has delivered to the Investor a true, complete and correct copy of the Budget. The Budget has been prepared in good faith and based on the reasonable judgment of the Company. To the knowledge of the Company, no fact, occurrence or effect has occurred that would result in any material change to the Budget.

 

(n)          The Company is and always has been a limited liability company treated as a disregarded entity for tax purposes. The Company has timely filed all tax returns (federal, state and local) required to be filed by it, and all such returns are true, correct and complete. All taxes, if any, shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company with regard to periods through the Initial Closing, if any, whether or not shown on any return, have been paid or have been adequately provided for and will be paid prior to the time they become delinquent. There are no material liens on any assets of the Company with respect to taxes. The Company has not been advised (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof, or (b) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. There are no tax liabilities to be imposed upon the Company’s properties or assets as of the date of this Agreement that are not adequately provided for. The Company has no outstanding or pending agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or reassessment of, Taxes due from the Company. The Company has not executed or entered into a closing agreement under Section 7121 of the Internal Revenue Code or any similar provision of state, local or foreign Tax law, nor is the Company subject to any private letter ruling of the IRS or comparable ruling of any other taxing authority. The Company is not a party to any contract relating to the sharing, allocation or indemnification of taxes and does not have any liability for taxes of any person under Treasury Regulations or any similar state, local of foreign tax law, as a transferee or successor or otherwise. The Company will not be required to include in a taxable period ending after the Initial Closing taxable income attributable to income that accrued in a taxable period prior to the Initial Closing but was not recognized for tax purposes in such prior taxable period.

 

10.
 

 

(o)          Except as set forth in Schedule 8(o) hereto, the Company does not have any liability, obligation or arrangement to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement or the Operating Agreement.

 

(p)          The Company satisfies all requirements set forth in the Iridium Credit Agreement to be an Excluded Company (i.e., it is not required to become an Obligor under the Iridium Credit Agreement).

 

9.          Indemnification.

 

(a)          The Company shall indemnify, defend and hold harmless the Investor and its Affiliates and their respective officers, directors, agents, employees, partners, members, controlling persons and Affiliates (each, an “Investor Indemnified Party” and collectively, the “Investor Indemnified Parties”) to the fullest extent permitted by law from and against any and all losses, Claims, or written threats thereof (including, without limitation, any Claim by a third party), damages, diminution in value, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities (collectively, “Losses”) resulting from or arising out of (a) any breach of any representation or warranty of the Company in this Agreement and (b) any breach of any covenant or agreement of the Company in this Agreement or the Operating Agreement. Notwithstanding the foregoing, the Losses shall not include costs, fees and expenses incurred by any Investor Indemnified Party connection with: (i) any violations of law or governmental regulations by such Investor Indemnified Party, (ii) any acts of willful misconduct or gross negligence by such Investor Indemnified Party, (iii) any material breach of this Agreement by such Investor Indemnified Party, or (iv) any actions against such Investor Indemnified Party by creditors of such Investor Indemnified Party or shareholders or creditors of such Investor Indemnified Party’s parent companies. The amount of any payment to any Investor Indemnified Party herewith in respect of any Loss shall be of sufficient amount to make such Indemnified Party whole for any diminution in value of the Interests held by the Investor or its Affiliates caused by such Loss.

 

11.
 

 

(b)          The Investor shall indemnify, defend and hold harmless the Company and its Affiliates and their respective officers, directors, agents, employees, partners, members, controlling persons and Affiliates (each, a “Company Indemnified Party” and collectively, the “Company Indemnified Parties”) to the fullest extent permitted by law from and against any and all Losses resulting from or arising out of (a) any breach of any representation or warranty of the Investor in this Agreement and (b) any breach of any covenant or agreement of the Investor in this Agreement or the Operating Agreement. Notwithstanding the foregoing, the Losses shall not include costs, fees and expenses incurred by any Company Indemnified Party connection with: (i) any violations of law or governmental regulations by such Company Indemnified Party, (ii) any acts of willful misconduct or gross negligence by such Company Indemnified Party, (iii) any material breach of this Agreement by such Company Indemnified Party, or (iv) any actions against such Investor Indemnified Party by creditors of such Company Indemnified Party or shareholders or creditors of such Company Indemnified Party’s parent companies. The amount of any payment to any Company Indemnified Party herewith in respect of any Loss shall be of sufficient amount to make such Company Indemnified Party whole for any diminution in value of the Interests held by the Members of the Company or their respective Affiliates caused by such Loss.

 

(c)          For the purpose of this Agreement, “Claim” means any action, suit, claim, hearing, inquiry, audit, complaint, demand, litigation, arbitration or legal, civil, criminal, administrative or arbitral action, proceeding or investigation.

 

(d)          Promptly after an Investor Indemnified Party or Company Indemnified Party (each in such capacity, an “Indemnified Party”) receives notice or becomes aware pertaining to any Claim for which the Company or the Investor (each in such capacity, an “Indemnifying Party”) may be responsible under this Section 9, the Indemnified Party shall give written notice to the Indemnifying Party of such claim in reasonable detail; provided that the failure of the Indemnified Party to give such notice shall not affect such Indemnified Party’s rights under this Section 9 except to the extent the Indemnifying Party is actually and materially prejudiced by such failure to give such notice. The Indemnifying Party shall have the right to assume and conduct the defense of any Claim filed or instituted by any third party against the Indemnified Party (each, a “Third Party Claim”); provided that such Third Party Claim does not (i) relate to or arise in connection with any criminal proceeding or allegation or (ii) seeks any remedy other than payment of monetary damages; provided further that if the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to participate in the defense thereof at its own cost.

 

(e)          No Indemnified Party shall be entitled to recover any Losses pursuant to this Section 9 in excess of the sum of the First NAV CANADA Tranche Financing Amount and the Second NAV CANADA Tranche Financing Amount. Except for any pending Claims that remain unresolved, no Indemnified Party shall be entitled to any indemnification under this Section 9 after the six-month anniversary of the earlier of (i) the closing of the Second NAV CANADA Tranche Financing, and (ii) the Second NAV CANADA Tranche Financing Final Tranche Date (as may be extended by mutual agreement of the Investor and the Company).

 

10.         [Reserved]

 

11.         Survival of Agreements, Representations and Warranties. All agreements, representations and warranties contained herein or made in writing by or on behalf of the Investor and the Company in connection with the transactions contemplated by this Agreement shall survive the execution of this Agreement and the Operating Agreement, any investigation at any time made by the Investor, the Company or on behalf of any of them and the sale and purchase of the Interests and payment therefor.

 

12.
 

 

12.         Legends. The Investor consents to the placement of the legend contained on the signature page of the Operating Agreement and any other legend required or advisable, as determined by Company Counsel, by applicable law.

 

13.         Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one (1) and the same instrument.

 

14.         Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only with the written consent of the Investor and the Company.

 

15.         Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

 

16.         Jury Trial Waiver. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

 

17.         Venue. Subject to Section 18, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of (A) the United States Courts located in the State of Delaware in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement to the extent such court would have subject matter jurisdiction with respect to such dispute and (B) the courts located in the State of Delaware; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court; (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such courts; (iv) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to a party at its address set forth in Section 13.2 of the Operating Agreement or at such other address of which a party shall have been notified pursuant thereto; and (v) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law.

 

13.
 

 

18.         Dispute Resolution.

 

(a)          The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place.

 

(b)          Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired.

 

(c)          All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

 

(d)          At no time prior to the First Meeting shall either side initiate any litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph 18(a) above.

 

(e)          All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in Paragraphs 18(a) and (b) above are pending and for 15 calendar days thereafter. The parties will take such action, if any, required to effectuate such tolling.

 

(f)          If the parties do not reach a resolution to the dispute within a period of thirty (30) days from the date of the First Meeting, then either party may pursue its remedies in accordance with applicable law.

 

[Remainder of Page Intentionally Left Blank; Signature Page to Follow]

 

14.
 

 

In Witness Whereof, the parties hereto have executed This Amended and Restated Subscription Agreement as of the date first above written.

 

AIREON LLC  
   
By: /s/ Donald L. Thoma  
Name:  Donald L. Thoma  
Title:   Chief Executive Officer  

 

NAV CANADA SATELLITE, INC.  
   
By: /s/ John W. Crichton  
Name:  John W. Crichton  
Title:    President  

 

By: /s/ Neil R. Wilson  
Name: Neil R. Wilson  
Title:   Vice President and Secretary  

 

Signature Page to Subscription Agreement

 

 
 

 

Exhibit A

 

Second Amended and Restated Limited Liability Company Agreement

 

 
 

 

Exhibit B

 

Tranche  Capital
Contribution
   Preferred Interests 
First Tranche Capital Contribution  $15,000,000    5.1%
Second Tranche Capital Contribution  $40,000,000    12.19%
Third Tranche Capital Contribution  $65,000,000    19.19%
Fourth Tranche Capital Contribution  $15,000,000    1.66%
Fifth Tranche Capital Contribution  $15,000,000    2.8%

 

Exhibit B-1

 

For ease of reference, the following table sets forth the applicable post-redemption target percentages for each tranche as defined in the Operating Agreement (in the event of any conflict between the Operating Agreement and this table, the Operating Agreement shall control):

 

First NAV CANADA Tranche Post-Redemption Target Interest   5.1%
Second NAV CANADA Tranche Post-Redemption Target Interest   13.6%
Third NAV CANADA Tranche Post-Redemption Target Interest   22.1%
Fourth NAV CANADA Tranche Post-Redemption Target Interest   5.1%
Fifth NAV CANADA Tranche Post-Redemption Target Interest   5.1%
Total   51.0%

 

 
 

 

Exhibit C

 

Pro Forma Balance Sheet as of October 31, 2013

 

 
 

 

Schedule 7(f) - The Investor’s Knowledge

Schedule 8(b) - Capitalization and Voting Rights

Schedule 8(d)(i) - Litigation

Schedule 8(d)(ii) - The Company’s Knowledge

Schedule 8(g) - Liabilities

Schedule 8(k) - Material Company Contracts

Schedule 8(l) - Related Party Transactions

Schedule 8(o) - Brokers

 

 

EX-10.38 7 v367143_ex10-38.htm EXHIBIT 10.38

 

AMENDMENT N° 18

 

TO THE

 

FULL SCALE SYSTEM DEVELOPMENT CONTRACT

 

No. IS-10-021

 

Between

 

Iridium Satellite LLC

 

And

 

THALES ALENIA SPACE FRANCE

 

for the

 

IRIDIUM NEXT SYSTEM

 

*** 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  

 

 
 

 

PREAMBLE

 

This Amendment N° 18 (the “Amendment”) to the Full Scale System Development Contract No. IS-10-021 signed on June 1, 2010 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, as amended, (the “Contract) is entered into on this 21st day of October, 2013 by and between Thales Alenia Space France, a company organized and existing under the laws of France, having its registered office at 26 avenue Jean François Champollion 31100 Toulouse – FRANCE (“Contractor”), and Iridium Satellite LLC, a limited liability company organized under the laws of Delaware, having an office at 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102 - USA (“Purchaser).

 

RECITALS

 

WHEREAS, Purchaser and Contractor have engaged in discussions relating to changes the Parties would like to incorporate in the Contract to modify certain Milestones.

 

WHEREAS, the Parties now desire to amend Exhibit B and Exhibit D of the Contract, in accordance with the terms and conditions provided for in this Amendment.

 

NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

 

Article 1: Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the Contract or any amendments thereto, as the case may be.

 

Article 2:    The Parties hereby agree to amend the SOW by revising, as applicable, the current Milestone Success Criteria applicable to the Milestones listed below with the following Milestone Success Criteria.

 

[***]

 

Article 3:    [***] set forth in the Payment Plan are hereby deleted and replaced in their entirety by the following payment amounts.

 

[***]

 

Article 4:   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 5:    All other provisions of the Contract not expressly referred to in this Amendment remain in full force and effect.

 

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

 

IRIDIUM SATELLITE LLC   THALES ALENIA SPACE FRANCE
     
/s/ S. Scott Smith   /s/ Nathalie Smirnov
S. Scott Smith   Nathalie Smirnov
Chief Operating Officer   Executive Vice President
    Business Line Telecommunications

 

*** 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. 1
   
Execution Copy      Iridium / Thales Alenia Space Confidential & Proprietary  

 

 
 

 

ATTACHMENT I

 

[***]

 

*** 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. 2
   
Execution Copy      Iridium / Thales Alenia Space Confidential & Proprietary  

 

 

 

EX-10.39 8 v367143_ex10-39.htm EXHIBIT 10.39

 

AMENDMENT N° 19

 

TO THE

 

FULL SCALE SYSTEM DEVELOPMENT CONTRACT

 

No. IS-10-021

 

Between

 

Iridium Satellite LLC

 

And

 

THALES ALENIA SPACE FRANCE

 

for the

 

IRIDIUM NEXT SYSTEM

 

*** 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  

 

 
 

 

PREAMBLE

 

This Amendment N° 19 (the “Amendment”) to the Full Scale System Development Contract No. IS-10-021 signed on June 1, 2010 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, as amended, (the “Contract) is entered into on this 29th day of October, 2013 (“Effective Date”) by and between Thales Alenia Space France, a company organized and existing under the laws of France, having its registered office at 26 avenue Jean François Champollion 31100 Toulouse – FRANCE (“Contractor”), and Iridium Satellite LLC, a limited liability company organized under the laws of Delaware, having an office at 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102 - USA (“Purchaser).

 

RECITALS

 

WHEREAS, Purchaser and Contractor have agreed to implement [***] into the [***] as forth in the: (i) [***]; (ii) [***]; (iii) [***]; and (iv) [***];

 

WHEREAS, Purchaser has agreed to purchase the [***] as set forth in: (i) [***]; and (ii) [***].

 

WHEREAS, Purchaser issued a letter, dated September 30, 2013, authorizing Contractor to proceed with the work necessary to implement [***], which is superseded by this Amendment; and

 

WHEREAS, the Parties have reached agreement on total price, milestone payment schedule and [***] for the implementation of [***].

 

NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

 

Article 1:   Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the Contract or any amendments thereto, as the case may be.

 

Article 2:   Article 1 of the Contract is hereby revised to add the following definition.

 

“[***]” means [***].

 

Article 3:   The Base Contract Price set forth in Article 4.1 of the Contract is hereby increased by the amount of [***] U.S. Dollars (US$[***]) to a new Base Contract Price of no more than [***] U.S. Dollars (US$[***]).

 

Article 4:   The Parties agree to amend the [***] to add the following [***].

 

[***]

 

Article 5:   Article 10.4.1 is hereby modified by: (i) deleting the words “[***] meet” immediately before the text “the applicable requirements” in the first sentence; (ii) inserting the words “have been met by Contractor” at the end of the first sentence; and (iii) deleting the words “[***]” immediately before the text “[***]” in the second sentence.

 

Article 6:   The first sentence of Article 10.4.2 is hereby revised by (i) deleting the words “[***]” immediate before the text “[***]” in the first sentence and inserting the words “[***]” in place thereof; and (ii) inserting the word “to” immediately before the text “meet the applicable requirements”.

 

*** 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. 1
   
Draft Copy        Iridium / Thales Alenia Space Confidential & Proprietary  

 

 
 

 

Article 7:    Article 14.3.1 of the Contract is hereby revised by the addition of the following sentence directly at the end of Article 14.3.1.

 

“Notwithstanding the foregoing, Contractor’s obligation to resolve Satellite Defects or Anomalies set forth in this Article 14.3.1 shall [***] after completion of the last Satellite On-Orbit Satellite Acceptance of the final Satellite Batch.”

 

Article 8:   The Parties agree to issue a Change Control Request to the SOW and SPS to reflect the requirements set forth in the Applicable Documents, as deemed applicable.

 

Article 9:   The Payment Plan set forth in Exhibit D is hereby revised by the addition of the following Milestone payments.

 

[***]

 

Article 10:   Exhibit G, Intellectual Property, to the Contract is here by revised by addition of the Applicable CDRLs as set forth below to the table entitled “Intellectual Property Rights”.

 

[***]

 

Article 11:   The following tests will be suppressed from the scope of the FSA and added to the success criteria of Milestone [***] for [***].

 

·[***]; and

·[***]

 

Article 12: Milestone 142 set forth in the payment plan is hereby deleted and replaced in its entirety with the following:

 

[***]

 

Article 13:   Purchaser and Contractor agree that payment of the Final System Acceptance Milestone amount shall not be due until [***]. The payment shall be subject to the Interest Rate, starting on [***] until such payment is made.

 

Article 14:   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 15:   All other provisions of the Contract not expressly referred to in this Amendment remain in full force and effect.

 

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

 

IRIDIUM SATELLITE LLC   THALES ALENIA SPACE FRANCE
     
/s/ S. Scott Smith   /s/ Nathalie Smirnov
S. Scott Smith   Nathalie Smirnov
Chief Operating Officer   Executive Vice President
  Business Line Telecommunications

 

*** 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. 2
   
Draft Copy        Iridium / Thales Alenia Space Confidential & Proprietary  

 

 

 

EX-10.59 9 v367143_ex10-59.htm EXHIBIT 10.59

 

 

 
HC1047-14-C-4000

 

Section B - Supplies or Services and Prices

 

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT
0001   64,000,000 Lot $1.00 $64,000,000.00
 

Year 1

FFP

Pricing is effective 22 October 2013 - 21 October 2014 and is in accordance with the terms and conditions of this contract and the attached Statement of Work (reference Section J).

Invoicing: The Contractor shall invoice monthly, in arrears, for acceptable services rendered. The Contractor shall invoice $5,333,333.00 for Months 1 through 11 and $5,333,337.00 for Month 12.

FOB: Destination 

 
 
  NET AMT $64,000,000.00
 
 

ACRN AA

CIN: 000000000000000000000000000000

 

$64,000,000.00

 

 

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT
0002   12 Months $6,000,000.00 $72,000,000.00
 

Year 2

FFP

Pricing is effective 22 October 2014 - 21 October 2015 and is in accordance with the terms and conditions of this contract and the attached Statement of Work (reference Section J).

Invoicing: The Contractor shall invoice monthly, in arrears, for acceptable services rendered.

 

FOB: Destination 

 
     
  NET AMT $72,000,000.00
       

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 2 of 22
HC1047-14-C-4000

 

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT
0003   88,000,000 Lot $1.00 $88,000,000.00
 

Year 3

FFP

Pricing is effective 22 October 2015 - 21 October 2016 and is in accordance with the terms and conditions of this contract and the attached Statement of Work (reference Section J).

The Contractor shall invoice $7,333,333.00 for Months 1 through 11 and $7,333,337.00 for Month 12.

FOB: Destination 

 
     
  NET AMT $88,000,000.00
       

 

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT
0004   88,000,000 Lot $1.00 $88,000,000.00
 

Year 4

FFP

Pricing is effective 22 October 2016 - 21 October 2017 and is in accordance with the terms and conditions of this contract and the attached Statement of Work (reference Section J).

The Contractor shall invoice $7,333,333.00 for Months 1 through 11 and $7,333,337.00 for Month 12.

 

FOB: Destination 

 
     
  NET AMT $88,000,000.00
       

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 3 of 22
HC1047-14-C-4000

 

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT
0005   88,000,000 Lot $1.00 $88,000,000.00
 

Year 5

FFP

Pricing is effective 22 October 2017 - 21 October 2018 and is in accordance with the terms and conditions of this contract and the attached Statement of Work (reference Section J).

The Contractor shall invoice $7,333,333.00 for Months 1 through 11 and $7,333,337.00 for Month 12.

 

FOB: Destination 

 
     
  NET AMT $88,000,000.00
       

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 4 of 22
HC1047-14-C-4000

 

Section C - Descriptions and Specifications

 

SECTION C

PERFORMANCE WORK STATEMENT

 

General Description of Supplies and Services

 

All work performed under this contract shall be provided as defined within this contract and in the applicable attachments identified and incorporated in Section J. The following document is provided in Section J and is incorporated by reference into this Section C:

 

a)Statement of Work (SOW) entitled Enhanced Mobile Satellite Services Airtime dated 18 October 2013 and as amended (Section J Attachment 1).

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 5 of 22
HC1047-14-C-4000

 

Section D - Packaging and Marking

 

MARKING REQUIREMENTS

 

PACKAGING AND MARKING OF DELIVERABLES

 

D-1Packaging and marking of all deliverables shall be in accordance with the best commercial practice necessary to ensure safe and timely delivery at destination, in accordance with the applicable security requirements.

 

D-2All data and correspondence submitted to the Contracting Officer or the Contracting Officer's Representative (COR) shall reference the contract number and the name of the Contract Specialist and/or COR as appropriate. A copy of all correspondence sent to the COR shall be provided to the Contracting Officer.

 

D-3Distribution marking shall be in accordance with the latest edition of DOD Directive 5230.24. Technical data submitted with limited rights, restricted rights, and copyrights shall be marked in accordance with DFARS 252.227-7013 or DFARS 252.227-7015 as applicable.

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 6 of 22
HC1047-14-C-4000

 

Section E - Inspection and Acceptance

 

INSPECTION AND ACCEPTANCE TERMS

 

Supplies/services will be inspected/accepted at:

 

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY
0001 Destination Government Destination Government
0002 Destination Government Destination Government
0003 Destination Government Destination Government
0004 Destination Government Destination Government
0005 Destination Government Destination Government

 

CLAUSES INCORPORATED BY REFERENCE

 

52.246-4 Inspection Of Services--Fixed Price AUG 1996  

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 7 of 22
HC1047-14-C-4000

 

Section F - Deliveries or Performance

 

DELIVERY INFORMATION

 

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC
         
0001

POP 22-OCT-2013 TO

21-OCT-2014

N/A

DEFENSE INFORMATION SYSTEMS AGENCY

BRENDAN MOLLOY

P.O. BOX 549

FT. MEADE MD 20755

301-225-4847

FOB: Destination

HC1047
         
0002

POP 22-OCT-2014 TO

21-OCT-2015

N/A

(SAME AS PREVIOUS LOCATION)

FOB: Destination

HC1047
         
0003

POP 22-OCT-2015 TO

21-OCT-2016

N/A

(SAME AS PREVIOUS LOCATION)

FOB: Destination

HC1047
         
0004

POP 22-OCT-2016 TO

21-OCT-2017

N/A

(SAME AS PREVIOUS LOCATION)

FOB: Destination

HC1047
         
0005

POP 22-OCT-2017 TO

21-OCT-2018

N/A

(SAME AS PREVIOUS LOCATION)

FOB: Destination

HC1047

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 8 of 22
HC1047-14-C-4000

 

Section G - Contract Administration Data

 

ACCOUNTING AND APPROPRIATION DATA

 

AA: 97X4930.5F20 000 C1013 0 068142 2F 233003 Y7BXXM EMSBB CMTNSK147011
AMOUNT: $64,000,000.00
CIN 000000000000000000000000000000: $64,000,000.00

 

CLAUSES INCORPORATED BY REFERENCE

 

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports JUN 2012  

 

CLAUSES INCORPORATED BY FULL TEXT

 

52.204-9000 Points of Contact (AUG 2005)

 

Contracting Officer

Name: Clare A. Grason

Organization/Office Symbol: DITCO/NCR/PL64

Phone No.: (301)-225-4076

E-Mail Address: clare.a.grason.civ@mail.mil

 

Contract Specialist

Name: Marilena May

Organization/Office Symbol: DITCO/NCR/PL64

Phone No.: (301)-225-4523

E-Mail Address: marilena.j.may.civ@mail.mil

 

Customer/COR/TM Point of Contact

Name: Brendan Molloy

Organization/Office Symbol: NSK1

Phone No.: (301)-225-4847

E-Mail Address: brendan.j.molloy.civ@mail.mil

 

Contractor Point of Contact

Contractor Legal Business Name: Iridium Satellite LLC

DUNS: 148549087

CAGE CODE: 1R7A4

Contractor POC: Scott Scheimreif

E-Mail Address: Scott.Scheimreif@iridium.com

Phone Number: 703-287-7446 OR 202-297-2959

Fax Number: 703-287-7540

 

(End of clause)

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 9 of 22
HC1047-14-C-4000

 

52.232-9002 ELECTRONIC INVOICING FOR TELECOMMUNICATIONS SERVICES (DEC 2012)

 

Electronic invoices shall be submitted to the Defense Financial and Accounting Services (DFAS) for telecommunications services. For further details and instructions go to: http://www.dfas.mil/contractorsvendors/faqs.html, or contact DFAS Systems Support Operations at CCO-FAB@DFAS.mil or DFAS customer service at 800-756-4571, option 2, then option 1.

 

(End of clause)

 

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JUN 2012)

 

(a) Definitions. As used in this clause--

 

Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a unit, activity, or organization.

 

Document type means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

 

Local processing office (LPO) is the office responsible for payment certification when payment certification is done external to the entitlement system.

 

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission

of Payment Requests and Receiving Reports.

 

(c) WAWF access. To access WAWF, the Contractor shall--

 

(1) Have a designated electronic business point of contact in the Central Contractor Registration at https://www.acquisition.gov; and

 

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this Web site.

 

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through

WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

 

(e) WAWF methods of document submission. Document submissions may be via Web entry, Electronic Data Interchange, or File Transfer Protocol.

 

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

 

(1) Document type. The Contractor shall use the following document type(s).

Services Only, select “2-n-1 (Services Only)”

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 10 of 22
HC1047-14-C-4000

 

(Contracting Officer: Insert applicable document type(s). Note: If a “Combo” document type is identified but not supportable by the Contractor's business systems, an “Invoice” (stand-alone) and

“Receiving Report” (stand-alone) document type may be used instead.)

 

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

 

Not Applicable.

 

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the

system.

 

Routing Data Table*
Field Name in WAWF   Data to be entered in WAWF
     
Pay Official DoDAAC   HQ0131
Issue By DoDAAC   HC1047
Admin DoDAAC   HC1047
Inspect By DoDAAC   ____
Ship To Code   HC1047
Ship From Code   ____
Mark For Code   ____
Service Approver (DoDAAC)   ____
Service Acceptor (DoDAAC)   HC1047
Accept at Other DoDAAC   ____
LPO DoDAAC   ____
DCAA Auditor DoDAAC   ____
Other DoDAAC(s)   ____
     

 

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

 

(5) WAWF email notifications. The Contractor shall enter the email address identified below in the “Send Additional Email Notifications” field of WAWF once a document is submitted in the system.

Acceptor: Brendan Molloy
Name: Brendan Molloy
Phone Number: 301-225-4847
E-Mail: brendan.j.molloy.civ@mail.mil

 

(g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

 

http://www.ditco.disa.mil/hq/WAWF/.

 

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

 

(End of clause)

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 11 of 22
HC1047-14-C-4000

 

Section H - Special Contract Requirements

 

DARS 52.239-9001

52.239-9001 Data Information Assurance Protection

 

DATA INFORMATION ASSURANCE PROTECTION (JULY 2006)

 

(a) The contractor shall protect and safeguard sensitive Government Provided Information (GFI) and data from inadvertent disclosure, misuse, display, theft, and unauthorized actions that would destroy or render the information unavailable for specific government use. Should the contractor, or one of his/her employees, make any inadvertent or any unauthorized disclosure(s) or willfully participate in activities that result in detrimental harm to the protection and safeguarding of sensitive (GFI) and data, such actions may be considered to be a breach of this contract and the terms of the Default clause may be invoked. The contractor shall afford safeguarding consistent with the protection requirements identified by the government until such time the government deems the information/data is no longer sensitive and provides corresponding written notification to the contractor.

 

(b) All contractor and support contractor personnel with access to DISA and DOD Information Systems shall complete initial information assurance awareness and annual refresher training in accordance with DOD Directive, 8570.01, IA Training, Certification, and Workforce Management. Contractors shall submit their proof training or certification to the Contracting Officer’s Representative within 30 days of contract award.

 

(c) To support IA professionals, the DoD IA Portal (IA Support Environment (IASE)) provides DOD IA policy-training requirements and DoD sponsored training. The IA Portal is located at http://iase.disa.mil. This site also provides access to DOD Directive 8500.1, Information Assurance (IA), and DOD 8570.1-M, Information Assurance Workforce Improvement Program.

 

(End of clause)

 

CONTRACT FUNDING

H1 – Contract Funding

The legal authority for this multi-year contract is 40 USC 501(b)(1)(B) and DFARS subpart 239.74. This contract may be funded incrementally on an annual basis according to the following schedule:

CLIN 0001 $64,000,000.00
CLIN 0002 $72,000,000.00
CLIN 0003 $88,000,000.00
CLIN 0004 $88,000,000.00
CLIN 0005 $88,000,000.00

Iridium shall be entitled to submit monthly invoices in arrears for services rendered during the PoP of each CLIN in amounts equal to 1/12 of the total price for that CLIN.

 

SUBSCRIPTIONS

H2 – Subscriptions

a) The terms and conditions contained within this clause (“H2”) pertain to Contract Line Items (CLINs) 0001 through 0005.

b) [***]. The prices agreed to herein are effective regardless of the actual number of users.

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 12 of 22
HC1047-14-C-4000

 

c) Any and all DISA-Sponsored subscribers (users) may utilize this contract. DISA-Sponsored subscribers may include all United States Government Federal Agencies, states and municipalities within the United States or United States territories, United States Government allies, and other people, organizations or nations sponsored by DISA.

 

SATELLITE NETWORK ACCESS

H3 – Satellite Network Access

The Government and Iridium hereby commit to the establishment of fair and reasonable policies for the effective utilization of the Iridium Satellite Constellation. The intent of these policies will be to explain the proper and optimal use of the services offered herein as improper use can be detrimental to network performance and therefore service quality. These policies shall include the identification of limitations and/or constraints associated to enhanced services (specifically [***] and [***]), mechanisms and procedures for detecting, reporting, interpreting, and remedying issues or problems specific to subscribers (users) covered under this contract; the remediation of issues or problems may include a multiple step process up to and including disruption of service.

 

CONTRACT SCOPE

H4 – Contract Scope

The following Iridium airtime services are provided on an unlimited basis under this contract for an unlimited number of DISA-Sponsored subscribers (users).

1) Voice Data Services: Includes Basic Telephony, Secure Voice, Facsimile, RUDICS Services, and follow-on or future voice-enabling capabilities.

2) Paging Services: Includes Stand-alone & Follow-Me Paging Services, and follow-on or future paging-enabling capabilities.

3) Short Burst Data Services and follow-on or future Short Burst Data-enabling capabilities.

4) Distributed Tactical Communications System (DTCS) or “Multicast” Services, including existing capabilities and all future evolutions of the service.

5) OpenPort Services for up to ten (10) OpenPort devices. This Service is effective subject to the separately authorized deployment of OpenPort infrastructure at the EMSS Gateway.

6) [***]

7) Position Location Information (PLI) will be provided for all applicable services under this contract.

 

PRIORITY OF SERVICE

H5 – Priority of Service

Iridium agrees to provide up to [***] priority SIM cards for DISA-Sponsored users.

The basis for Iridium Priority, Precedence, and Pre-Emption (PPP) service is the set of mechanisms designed for, and already implemented in, the Iridium Satellite Network for signaling and system management purposes. The Iridium Satellite Network utilizes two resource management functions, Acquisition Class (AC) control and Priority Class (PC) control, to assure access to communication channels for priority users. PPP service is currently available for Subscriber Information Module (SIM) based services only. Only subscriber devices with the proper AC are allowed to start the acquisition process. ACs range from [***]. Currently, ACs [***] and [***] are under SV flow control for non-safety and non-priority Iridium devices. ACs [***] and [***] are not under SV flow control and can be utilized to designate priority service over the constellation. DoD priority SIM cards will be assigned AC [***].

 

The AC governs which subscriber devices will be permitted access to the satellite constellation while the PC provides continued access for DoD priority calls. The Iridium Satellite Network supports four Priority Class levels. Each satellite has priority queuing for both channel assignment of new calls and handoff order of in-progress calls. High priority calls take precedence and are queued before low priority calls. There are [***] levels of PC that can be mapped based on DoD requirements:

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

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PC [***]

PC [***]

PC [***]

PC [***]

 

Iridium and the Government will coordinate to develop and establish acceptable Information Assurance (IA) processes which comply with applicable Government Information Assurance regulations and directives and that also conform to Iridium’s priority of service protocol.

 

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.

 

CANCELLATION OR TERMINATION

H7 – Addendum to DFARs 252.239-7007, “Cancellation or Termination of Orders”

Iridium agrees that the amount of the Basic Cancellation or Termination Liability of the Government governed by the clause at DFARS 252.239-7007, “Cancellation or Termination of Orders” shall be $[***], which constitutes the “mutually agreed schedule” under DFARS 252.239-7007(c). Iridium acknowledges that: (1) Iridium will not incur any nonrecoverable costs in providing facilities and equipment for which Iridium has no foreseeable use as described in DFARS 252.239-7007(a); (2) there are no tariffs that govern any cancellation and termination charges under this contract as described in DFARS 252.239-7007(b); (3) no communication services authorization shall affect the amount of the Basic Cancellation or Termination Liability of the Government; (4) this clause H7 constitutes an “other contractual document” as that term is use in DFARS 252.239-7007(c); and (5) the provisions of DFARS 252.239-7007(d), are mooted by the provisions of this Clause H7. The foregoing notwithstanding, Iridium shall be entitled to receive a partial payment for a prorated portion of the monthly period during which services were provided prior to the date the Government notifies Iridium that this contract is cancelled. The Government shall not be liable to pay any amount of the total contract price for services that would have been provided by Iridium after such notification of the cancellation of this contract.

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

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CONTRACT MARKETING

H8 – Contract Marketing

Iridium agrees that it will not enter into competing contracts that provide the same or similar services covered under this contract with any other United States Government entity, with the exception of the General Services Administration. Any additional exceptions will be expressly provided by the DISA.

Iridium agrees to apply a “commercially reasonable efforts” approach to educate and inform the DISA-Sponsored EMSS user community of the benefits pertaining to this contract. This may include promoting the contract to potential customers at conferences and other events.

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

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Section I - Contract Clauses

 

CLAUSES INCORPORATED BY REFERENCE

 

52.202-1   Definitions   JAN 2012
52.203-3   Gratuities   APR 1984
52.203-5   Covenant Against Contingent Fees   APR 1984
52.203-6 Alt I   Restrictions On Subcontractor Sales To The Government  (Sep 2006) -- Alternate I   OCT 1995
52.203-7   Anti-Kickback Procedures   OCT 2010
52.203-8   Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity   JAN 1997
52.203-10   Price Or Fee Adjustment For Illegal Or Improper Activity   JAN 1997
52.203-12   Limitation On Payments To Influence Certain Federal Transactions   OCT 2010
52.203-13   Contractor Code of Business Ethics and Conduct   APR 2010
52.204-2   Security Requirements   AUG 1996
52.204-4   Printed or Copied Double-Sided on Postconsumer Fiber Content Paper   MAY 2011
52.204-9   Personal Identity Verification of Contractor Personnel   JAN 2011
52.204-10   Reporting Executive Compensation and First-Tier Subcontract Awards   AUG 2012
52.204-13   Central Contractor Registration Maintenance   DEC 2012
52.209-6   Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment   DEC 2010
52.209-9   Updates of Publicly Available Information Regarding Responsibility Matters   FEB 2012
52.215-2   Audit and Records--Negotiation   OCT 2010
52.215-15   Pension Adjustments and Asset Reversions   OCT 2010
52.215-18   Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions   JUL 2005
52.215-19   Notification of Ownership Changes   OCT 1997
52.215-21   Requirements for Certified Cost or Pricing Data or Information Other Than Certified Cost or Pricing Data--Modifications   OCT 2010
52.215-23   Limitations on Pass-Through Charges   OCT 2009
52.219-8   Utilization of Small Business Concerns   JAN 2011
52.219-9 Alt II   Small Business Subcontracting Plan (JAN 2011) Alternate II   OCT 2001
52.219-16    Liquidated Damages-Subcontracting Plan   JAN 1999
52.219-28   Post-Award Small Business Program Rerepresentation   APR 2012
52.222-3   Convict Labor   JUN 2003
52.222-19   Child Labor -- Cooperation with Authorities and Remedies   MAR 2012
52.222-21   Prohibition Of Segregated Facilities   FEB 1999
52.222-26   Equal Opportunity   MAR 2007
52.222-35   Equal Opportunity for Veterans   SEP 2010
52.222-36   Affirmative Action For Workers With Disabilities   OCT 2010
52.222-37   Employment Reports on Veterans   SEP 2010
52.222-40   Notification of Employee Rights Under the National Labor Relations Act   DEC 2010
52.222-50   Combating Trafficking in Persons   FEB 2009
52.222-53   Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements   FEB 2009

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

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52.222-54   Employment Eligibility Verification   JUL 2012
52.223-6   Drug-Free Workplace   MAY 2001
52.223-18   Encouraging Contractor Policies To Ban Text Messaging While Driving   AUG 2011
52.225-13   Restrictions on Certain Foreign Purchases   JUN 2008
52.227-1 Alt II   Authorization and  Consent (Dec 2007) - Alternate II   APR 1984
52.227-2   Notice And Assistance Regarding Patent And Copyright Infringement   DEC 2007
52.229-4   Federal, State, And Local Taxes (State and Local Adjustments)   FEB 2013
52.230-6   Administration of Cost Accounting Standards   JUN 2010
52.232-6   Payment Under Communication Service Contracts with Common Carriers   APR 1984
52.232-8   Discounts For Prompt Payment   FEB 2002
52.232-11   Extras   APR 1984
52.232-17   Interest   OCT 2010
52.232-19   Availability Of Funds For The Next Fiscal Year   APR 1984
52.232-23   Assignment Of Claims   JAN 1986
52.232-25   Prompt Payment   OCT 2008
52.232-33   Payment by Electronic Funds Transfer--Central Contractor Registration   OCT 2003
52.233-1 Alt I   Disputes (Jul 2002) -  Alternate I   DEC 1991
52.233-3   Protest After Award   AUG 1996
52.233-4   Applicable Law for Breach of Contract Claim   OCT 2004
52.237-3   Continuity Of Services   JAN 1991
52.239-1   Privacy or Security Safeguards   AUG 1996
52.242-13   Bankruptcy   JUL 1995
52.242-15   Stop-Work Order   AUG 1989
52.242-17   Government Delay Of Work   APR 1984
52.243-1 Alt I   Changes--Fixed Price (Aug 1987) -  Alternate I   APR 1984
52.244-6   Subcontracts for Commercial Items   DEC 2010
52.246-25   Limitation Of Liability--Services   FEB 1997
52.249-4   Termination For Convenience Of The Government (Services) (Short Form)   APR 1984
52.249-8   Default (Fixed-Price Supply & Service)   APR 1984
52.249-14   Excusable Delays   APR 1984
52.252-2   Clauses Incorporated By Reference   FEB 1998
52.252-4   Alterations in Contract   APR 1984
52.252-6   Authorized Deviations In Clauses   APR 1984
52.253-1   Computer Generated Forms   JAN 1991
252.201-7000   Contracting Officer's Representative   DEC 1991
252.203-7000   Requirements Relating to Compensation of Former DoD Officials   SEP 2011
252.203-7002   Requirement to Inform Employees of Whistleblower Rights   JAN 2009
252.203-7003   Agency Office of the Inspector General   DEC 2012
252.203-7004   Display of Fraud Hotline Poster(s)   DEC 2012
252.204-7000   Disclosure Of Information   DEC 1991
252.204-7003   Control Of Government Personnel Work Product   APR 1992
252.204-7004 Alt A   Central Contractor Registration Alternate A   FEB 2013
252.204-7005   Oral Attestation of Security Responsibilities   NOV 2001
252.205-7000   Provision Of Information To Cooperative Agreement Holders   DEC 1991
252.209-7004   Subcontracting With Firms That Are Owned or Controlled By The Government of a Terrorist Country   DEC 2006

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

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252.212-7001 (Dev)   Contract Terms and Conditions Required to Implement Statutes or Executive Orders Applicable to Defense Acquisitions of Commercial Items (Deviation)   DEC 2010
252.215-7000   Pricing Adjustments   DEC 2012
252.215-7002   Cost Estimating System Requirements   DEC 2012
252.219-7003   Small Business Subcontracting Plan (DOD Contracts)   AUG 2012
252.222-7006   Restrictions on the Use of Mandatory Arbitration Agreements   DEC 2010
252.223-7004   Drug Free Work Force   SEP 1988
252.225-7004   Report of Intended Performance Outside the United States and Canada--Submission after Award   OCT 2010
252.225-7006   Quarterly Reporting of Actual Contract Performance Outside the United States   OCT 2010
252.225-7012   Preference For Certain Domestic Commodities   FEB 2013
252.225-7012   Preference For Certain Domestic Commodities   FEB 2013
252.226-7001   Utilization of Indian Organizations and Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns   SEP 2004
252.227-7013   Rights in Technical Data--Noncommercial Items   JUN 2013
252.227-7014   Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation   MAY 2013
252.227-7015   Technical Data--Commercial Items   JUN 2013
252.237-7010   Prohibition on Interrogation of Detainees by Contractor Personnel   NOV 2010
252.237-7023   Continuation of Essential Contractor Services   OCT 2010
252.239-7002   Access   DEC 1991
252.239-7004   Orders For Facilities And Services   NOV 2005
252.239-7005   Rates, Charges, And Services   NOV 2005
252.239-7006   Tariff Information   JUL 1997
252.239-7008   Reuse Arrangements   DEC 1991
252.239-7016   Telecommunications Security Equipment, Devices, Techniques, And Services   DEC 1991
252.243-7001   Pricing Of Contract Modifications   DEC 1991
252.243-7002   Requests for Equitable Adjustment   DEC 2012
252.244-7000   Subcontracts for Commercial Items and Commercial Components (DoD Contracts)   MAR 2013
252.247-7023   Transportation of Supplies by Sea   MAY 2002

 

CLAUSES INCORPORATED BY FULL TEXT

 

52.204-9001 Contract/Order Closeout—Fixed-Price, Time-and-Materials, or Labor-Hours

 

Timely contract closeout is a priority under this contract/order. The Contractor shall submit a final invoice within ninety (90) calendar days after the expiration of this contract/order, unless the Contractor requests and is granted an extension by the Contracting Officer, in writing. In addition, and concurrent with the submission of the final invoice, the Contractor shall notify the Contracting Officer of the amount of excess funds that can be deobligated from this contract/order so the closeout process can begin as soon as possible upon expiration of this contract/order. A bilateral contract/order closeout modification will be forwarded to the Contractor by the Contracting Officer and must be signed by the Contractor and returned to the Contracting Officer within thirty (30) calendar days of issuance of the modification. A Contractor’s failure to respond and/or sign the bilateral closeout modification within thirty (30) calendar days of receipt will constitute approval of the terms of the modification and the modification will subsequently be processed unilaterally by the Contracting Officer to deobligate excess funds and close this contract/order.

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

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If this contract/order contains option periods, the Contractor is required to submit an invoice within ninety (90) calendar days after expiration of the base period of performance and the expiration of each exercised option period of performance to allow for deobligation of excess funds that were obligated in those respective periods of performance.

(End of clause)

 

52.209-9000 ORGANIZATIONAL AND CONSULTANT CONFLICTS OF INTEREST (OCCI)   (DEC 2005)

 

(a) An offeror shall identify in its proposal, quote, bid or any resulting contract, any potential or actual Organizational and Consultant Conflicts of Interest (OCCI) as described in FAR Subpart 9.5. This includes actual or potential conflicts of interests of proposed subcontractors. If an offeror identifies in its proposal, quote, bid or any resulting contract, a potential or actual conflict of interests the offeror shall submit an Organizational and Consultant Conflicts of Interest Plan (OCCIP) to the contracting officer. The OCCIP shall describe how the offeror addresses potential or actual conflicts of interest and identify how they will avoid, neutralize, or mitigate present or future conflicts of interest.

 

(b) Offerors must consider whether their involvement and participation raises any OCCI issues, especially in the following areas when:

 

(1) Providing systems engineering and technical direction.

 

(2) Preparing specifications or work statements and/or objectives.

 

(3) Providing evaluation services.

 

(4) Obtaining access to proprietary information.

 

(c) If a prime contractor or subcontractor breaches any of the OCCI restrictions, or does not disclose or misrepresents any relevant facts concerning its conflict of interest, the government may take appropriate action, including terminating the contract, in additional to any remedies that may be otherwise permitted by the contract or operation of law.

 

(End of clause)

 

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

 

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 15 days prior to the expiration of the contract.

 

(End of clause)

 

252.239-7007 CANCELLATION OR TERMINATION OF ORDERS (NOV 2005)

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

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(a)If the Government cancels any of the services ordered under this agreement/contract, before the services are made available to the Government, or terminates any of these services after they are made available to the Government, the Government shall reimburse the Contractor for the actual nonrecoverable costs the Contractor has reasonably incurred in providing facilities and equipment for which the Contractor has no foreseeable reuse.

 

(b)The amount of the Government's liability upon cancellation or termination of any of the services ordered under this agreement/contract will be determined under applicable tariffs governing cancellation and termination charges which--

 

(1)Are filed by the Contractor with a governmental regulatory body, as defined in the Rates, Charges, and Services clause of this agreement/contract;

 

(2) Are in effect on the date of termination; and

 

(3)Provide specific cancellation or termination charges for the facilities and equipment involved or show how to determine the charges.

 

(c)The amount of the Government's liability upon cancellation or termination of any of the services ordered under this agreement/contract, which are not subject to a governmental regulatory body, will be determined under a mutually agreed schedule in the communication services authorization (CSA) or other contractual document.

 

(d)If no applicable tariffs are in effect on the date of cancellation or termination or set forth in the applicable CSA or other contractual document, the Government's liability will be determined under the following settlement procedures--

 

(1)The Contractor agrees to provide the Contracting Officer, in such reasonable detail as the Contracting Officer may require, inventory schedules covering all items of property or facilities in the Contractor's possession, the cost of which is included in the Basic Cancellation or Termination Liability for which the Contractor has no foreseeable reuse.

 

(2)The Contractor shall use its best efforts to sell property or facilities when the Contractor has no foreseeable reuse or when the Government has not exercised its option to take title under the Title to Telecommunications Facilities and Equipment clause of this agreement/contract. The Contractor shall apply any proceeds of the sale to reduce any payments by the Government to the Contractor under a cancellation or termination settlement.

 

(3)The Contractor shall record actual nonrecoverable costs under established accounting procedures prescribed by the cognizant governmental regulatory authority or, if no such procedures have been prescribed, under generally accepted accounting procedures applicable to the provision of telecommunication services for public use.

 

(4)The actual nonrecoverable costs are the installed costs of the facilities and equipment, less cost of reusable materials, and less net salvage value. Installed costs shall include the actual cost of equipment and materials specifically provided or used, plus the actual cost of installing (including engineering, labor, supervision, transportation, rights-of-way, and any other items which are chargeable to the capital accounts of the Contractor) less any costs the Government may have directly reimbursed the Contractor under the Special Construction and Equipment Charges clause of this agreement/contract. Deduct from the Contractor's installed cost, the net salvage value (salvage value less cost of removal). In determining net salvage value, give consideration to foreseeable reuse of the facilities and equipment by the Contractor. Make allowance for the cost of dismantling, removal, reconditioning, and disposal of the facilities and equipment when necessary either to the sale of facilities or their reuse by the Contractor in another location.

 

(5)The Basic Cancellation Liability is defined as the actual nonrecoverable cost which the Government shall reimburse the Contractor at the time services are cancelled. The Basic Termination Liability is defined as the nonrecoverable cost amortized in equal monthly increments throughout the liability period. Upon termination of services, the Government shall reimburse the Contractor for the nonrecoverable cost less such costs amortized to the date services are terminated. Establish the liability period as mutually agreed to but not to exceed ten years.

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

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(6)When the Basic Cancellation or Termination Liability established by the CSA or other contractual document is based on estimated costs, the Contractor agrees to settle on the basis of actual cost at the time of termination or cancellation.

 

(7)The Contractor agrees that, if after settlement but within the termination liability period of the services, should the Contractor make reuse of equipment or facilities which were treated as nonreusable or nonsalvable in the settlement, the Contractor shall reimburse the Government for the value of the equipment or facilities.

 

(8) The Contractor agrees to exclude--

 

(i)Any costs which are not included in determining cancellation and termination charges under the Contractor's standard practices or procedures; and

 

(ii)Charges not ordinarily made by the Contractor for similar facilities or equipment, furnished under similar circumstances.

 

(e)The Government may, under such terms and conditions as it may prescribe, make partial payments and payments on account against costs incurred by the Contractor in connection with the cancelled or terminated portion of this agreement/contract. The Government may make these payments if in the opinion of the Contracting Officer the total of the payments is within the amount the Contractor is entitled. If the total of the payments is in excess of the amount finally agreed or determined to be due under this clause, the Contractor shall pay the excess to the Government upon demand.

 

(f)Failure to agree shall be a dispute concerning a question of fact within the meaning of the Disputes clause.

 

(End of clause)

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

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Section J - List of Documents, Exhibits and Other Attachments

 

ATTACHMENTS

 

LIST OF ATTACHMENTS

 

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

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 22 of 22
 

 

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

 

 

18 Oct 2013

 

Defense Information Systems Agency (DISA)

Enhance Mobile Satellite Service (EMSS), NSK1

6910 Cooper Ave, Ft. Meade, Md 20735

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 

 

Page 1 of 20
 

 

Table of Contents

 

1.0 Overview 4
   
1.1 Background 4
1.2 Contract Scope 4
1.2.1 Definitions 5
Subscriber 5
Follow-Me Paging 5
Stand-Alone Paging 6
SIM 6
Short Burst Data 6
Multicast 6
Global Multicast 6
Global Data Broadcast 6
OpenPort 7
L-Band Transceiver 7
Help Services 7
   
2.0 EMSS CONTRACT REQUIREMENTS 7
   
2.1 EMSS PROGRAM MANAGEMENT 8
2.1.2 Progress Reporting 8
2.1.3  Semi-Annual Planning and Design Review 8
2.2 Configuration Management Controls 9
2.3 EMSS SERVICES 10
2.3.1 EMSS Connection Services 10
2.3.2 Priority of Service 11
2.3.3 Service Availability 11
2.3.4 Quality of Service 12
2.3.4.1 [***] 12
2.3.5 Outage Reporting 13
2.3.6 Host Nation and Franchise Operation Rights 13
2.4 Emergency Management 13
2.5 Security Incident Reporting 14
2.6 Implementation of Planned EMSS System Enhancements 14
   
3.0 Place Of Performance 15
   
4.0 Period Of Performance 16
   
5.0 Deliverables 16
   
6.0 Security Requirements 17
   
6.1 Facility Security Clearance 17
6.2 Security Clearance and Information Technology (IT) Level 17
6.3 Investigation Requirements 17
6.4 Visit Authorization Letters 18
6.5 Information Security and other miscellaneous requirements 18
6.6 COMSEC 18

 

29 April 2013

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 2 of 20
 

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

6.7 Defense Courier Service (DCS) 18
6.8 GOVERNMENT-FURNISHED EQUIPMENT (GFE)/GOVERNMENT-FURNISHED INFORMATION (GFI) 19
   
7.0 OTHER PERTINENT INFORMATION OR SPECIAL CONSIDERATIONS 19
   
7.1 Delivered Materials 19
7.2 Identification of Possible Follow-on Work 19
7.3 Identification of Potential Conflicts of Interest (COI) 19
7.4 Identification of Non-Disclosure Requirements 20
7.5 Packaging, Packing and Shipping Instructions 20
7.6 Inspection and Acceptance Criteria 20
   
8.0 SECTION 508 ACCESSIBILITY STANDARDS 20

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 3 of 20
 

 

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.

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 4 of 20
 

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

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

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

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FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

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 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

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 6 of 20
 

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

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 the Iridium 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.

 

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

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 7 of 20
 

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

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.

 

2.1.2 Progress 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 5th 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

 

2.1.3 Semi-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

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 8 of 20
 

 

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.

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 9 of 20
 

 

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

 

2.3 EMSS SERVICES

 

2.3.1 EMSS 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

 

·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.

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 10 of 20
 

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

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.

 

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.

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 11 of 20
 

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

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

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

 

Page 12 of 20
 

 

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 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.

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 13 of 20
 

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

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

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 14 of 20
 

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

·Gateway Network Management Functions
·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.

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 15 of 20
 

 

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   [***] Report   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

Clare Grason Clare.a.Grason.civ@mail.mil

Marilena May Marilena.j.May.civ@mail.mil

Brendan Molloy Brendan.J.Molloy.civ@mail.mil

Jennifer Singley Jennifer.m.Singley2.civ@mail.mil

Michael Nicholas Michael.A.Nichols16.civ@mail.mil

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 16 of 20
 

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

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 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.

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 17 of 20
 

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

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.

 

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.

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 18 of 20
 

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

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.

 

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.

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 19 of 20
 

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

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

 

¨ 1194.21 - Software Applications and Operating Systems

¨ 1194.22 - Web Based Intranet and Internet Information and Applications

¨ 1194.23 - Telecommunications Products

¨ 1194.24 - Video and Multimedia Products

¨ 1194.25 - Self-Contained, Closed Products

¨ 1194.26 - Desktop and Portable Computers

¨ 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

 

¨ 1194.31 - Functional Performance Criteria 

 

FOR OFFICAL USE ONLY

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

Page 20 of 20

 

EX-10.68 10 v367143_ex10-68.htm EXHIBIT 10.68
November 7, 2013
 
Mr. John Roddy
32772 N 69th Street
Scottsdale, AZ  85266
 
Re:          Separation Agreement
 
Dear John:
 
This letter agreement (the “Agreement”) sets forth the terms of the separation benefits that Iridium Communications Inc., Iridium Satellite LLC and any of their subsidiaries (collectively the “Company”) are offering to you to aid in your employment transition.
 
1.             Separation.  You are hereby notified that your employment with the Company will terminate on November 7, 2013 (the “Separation Date”) in accordance with Section 8(d) of the Employment Agreement between you and the Company, dated December 31, 2010, attached hereto as Exhibit A (the “Employment Agreement”).  Such termination is a “separation from service” as of the Separation Date for all purposes under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). 
 
2.             Accrued Salary and Vacation.  By no later than the seventh business day, or the next regular payroll date, following the Separation Date, whichever is sooner, the Company will pay you all accrued salary and all accrued and unused vacation earned through the Separation Date, subject to standard payroll deductions and withholdings.  You will receive these payments regardless of whether or not you sign this Agreement.  Following the Separation Date, you will not be entitled to accrual of any wages or employee benefits, including, but not limited to, vacation, 401(k) contributions or bonuses.
 
3.             Severance Benefits.  If you sign this Agreement within the designated consideration period, return it to the Company and do not revoke it, and provided you otherwise comply with the terms of this Agreement, the Company will provide you with the following severance benefits (collectively, the “Severance Payments”):
 
a.             An amount equal to twelve (12) months of your current base salary, or $346,253.00, in effect on the Separation Date (the “Salary Continuation”), paid in equal installments on the Company’s normal payroll schedule over the twelve (12) month period immediately following the Separation Date (the “Severance Period”), subject to Section 3(e) and deductions for applicable tax withholdings.
 
b.             An amount equal to the annual bonus for 2013 that you would have earned under the Employment Agreement (had you remain employed through the payment date), based on actual achievement of the designated performance metrics, pro-rated based on the number of days you served in 2013, paid in equal installments on the Company’s normal payroll schedule over the remainder of the Severance Period from and after the date the Company determines actual performance and the amount of bonus that would have been earned based on such performance, subject to Section 3(e) and deductions for applicable tax withholdings. 
 
 
 
Mr. John Roddy
November 7, 2013
Page 2 of 8
 
c.             If you timely elect to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, or, if applicable, state or local insurance laws (“COBRA”), then the Company will pay, directly to the COBRA carrier, as and when due, the COBRA premiums necessary to continue your health insurance coverage in effect for you and your eligible dependents on the Separation Date until the earliest of (A) the month in which the Severance Period Ends, (B) the expiration of eligibility for the continuation coverage under COBRA, or (C) the date when you or your dependents become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”).  Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums for the remainder of the COBRA Payment Period, the Company will instead pay you on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings, for the remainder of the COBRA Payment Period, subject to Section 3(e).  If you become eligible for coverage under another employer's group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this Section 3(c) will cease. 
 
d.             If you move back to Ontario from the Phoenix metro area within the Severance Period, then the Company will (A) reimburse you for the reasonable moving costs you incur within the Severance Period for moving your household goods from the Phoenix metro area to Ontario, (B) reimburse you for the one time cost of one way airfare for you and your wife back to Ontario, and (C) pay an additional cash lump sum payment equal to your US and Canadian tax liability associated with (A) and (B) of this Section 3(d), with all payments made under this Section 3(d) paid on the date that is thirteen (13) months after the Separation Date (provided you have provided the Company with receipts and other reasonably required documentary evidence necessary to determine the amounts of (A)-(C) of this Section 3(d) by such date).
 
e.             Pursuant to your interpretation of Section 409A of the Code, no cash Severance Payments will be paid pursuant to Sections 3(a), (b) and (c) prior to the day that is six (6) months following the Separation Date, although COBRA coverage will be available during that time.  On the day following the date that is six (6) months following the Separation Date, the Company will pay to you in a lump sum the aggregate amount of the cash Severance Payments that the Company would have paid to you pursuant to Sections 3(a), (b) and (c) (if applicable) through the date that is six (6) months following the Separation Date had the payments commenced on the Separation Date and continued through the date that is six (6) months following the Separation Date, with the balance of the cash Severance Payments paid thereafter on the applicable schedules described above. No interest shall be paid by the Company with respect to the amounts deferred in accordance with this Section 3(e).  The Severance Payments are subject to deductions for any applicable tax withholdings. 
 
 
 
Mr. John Roddy
November 7, 2013
Page 3 of 8
 
4.             Benefit Plans.  If you are currently participating in the Company’s group health insurance plans, your participation as an employee will end on November 7, 2013; thereafter, to the extent provided by COBRA and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits at your own expense, subject to Section 3(c) above.  Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish.
 
Your participation in Employer-Sponsored Group Life Insurance and Short and Long Term Disability Insurance will cease as of November 7, 2013; however, you may elect to convert your Voluntary Term Life Insurance by contacting Human Resources on or before December 1, 2013. 
 
Deductions for the 401(k) Plan will end with your last regular paycheck.  You will receive information by mail concerning 401(k) plan rollover procedures should you be a participant in this program. 
 
You may have the right to continue claiming expenses against your current Health Care Spending Account in accordance with the terms of that benefit plan (if you are currently participating in this program).  Enclosed is the information concerning how to use any accrued but unused benefit.  Dependent Care Spending Accounts cannot be converted into individual plans.  Your last full Spending Account payroll deductions will be processed in your final check.  In general, you will only be eligible to claim expenses that you incurred on or prior to your Separation Date, and only to the extent you do so before March 31, 2014.
 
5.             Stock Awards.     You were granted stock awards under the Company’s equity incentive plan(s).  Your rights with respect to these awards are as set forth in the applicable award agreement and the applicable equity incentive plan. 
 
6.             Other Compensation or Benefits.  You acknowledge that, except as expressly provided in this Agreement, you are not entitled to and you will not receive any additional compensation, severance or benefits after the Separation Date, with the exception of any vested right you may have under the terms of a written ERISA-qualified benefit plan (e.g., 401(k) account) and any rights you have under any existing equity award to exercise your equity award following the Separation Date in accordance with its terms.  By way of example, but not limitation, you acknowledge that you have not earned and are not owed any bonus or incentive compensation, other than as set forth in Section 3. 
 
7.             Expense Reimbursements.  You agree that, within ten (10) days of the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement.  The Company will reimburse you for reasonable business expenses pursuant to its regular business practice.
 
 
 
Mr. John Roddy
November 7, 2013
Page 4 of 8
 
8.             Board/Committee Resignation.  You agree that, effective as of the Separation Date, you resign from, as applicable, the board of directors and any committees thereof of each of the members of the Company. 
 
9.             Return of Company Property.  You agree that, promptly following the Separation Date, you will return to the Company or destroy all Company documents (and all copies thereof) and other Company property that you have in your possession or control, including, but not limited to, any files, correspondence, memoranda, reports, lists, proposals, notes, drawings, records, plans, forecasts, purchase orders, personnel information, operational information, customer information and contact lists, sales and marketing information, financial information, promotional literature, product specifications, computer-recorded information, other tangible property, credit cards, entry cards, identification badges and keys, and any materials of any kind that contain or embody any proprietary or confidential information of the Company or its officers, directors, and employees (and all reproductions thereof in whole or in part).  You agree that you will make a diligent search to locate any such documents, property and information.  In addition, if you have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company confidential or proprietary data, materials or information, you agree to permanently delete and expunge such Company confidential or proprietary information from those systems.  Finally, you agree to promptly provide your Company-issued laptop computer to the Company for deletion and expunging.  In addition, prior to December 15, 2013, you agree to work with the Company to erase Company information from your Company-issued mobile phone, although you may retain all Contacts.  After all Company information has been removed, you will then be permitted to retain these two items plus the satellite phone you were previously issued.  Receipt of the Severance Payments described in Section 3 of this Agreement is expressly conditioned upon return and/or destruction of all Company Property, as described herein.
 
10.          Proprietary Information and Post-Termination Obligations.  Both during and after your employment you acknowledge your continuing obligations under the Employment Agreement not to use or disclose any confidential or proprietary information of the Company and to refrain from certain solicitation and competitive activities.  If you have any doubts as to the scope of the restrictions in the Employment Agreement, you should contact Kathy Morgan, VP Corporate Law, immediately to assess your compliance.  As you know, the Company will enforce its contractual rights.  Please familiarize yourself with the attached Employment Agreement which you signed. 
 
11.          Confidentiality.  The provisions of this Agreement will be held in strictest confidence by you and will not be publicized or disclosed in any manner whatsoever; provided, however, that:  (a) you may disclose this Agreement to your immediate family; (b) you may disclose this Agreement in confidence to your attorney, accountant, auditor, tax preparer, and financial advisor; and (c) you may disclose this Agreement insofar as such disclosure may be required by law.
 
 
 
Mr. John Roddy
November 7, 2013
Page 5 of 8
 
12.          Non-Disparagement.  You hereby agree not to defame or disparage any member of the Company or any executive, manager, director, or officer of any member of the Company in any medium to any person without limitation in time.  The Company hereby agrees to direct its executives, managers and officers, and the board of directors, executives, managers and officers of the members of the Company not to defame or disparage you in any medium to any person without limitation in time.  Notwithstanding this provision, either party may confer in confidence with his or its legal representatives and make truthful statements as required by law.  If requests from your prospective employers are made to the Human Resources Department, the Company will respond to any questions from prospective employers about your employment with or separation from the Company by providing only your dates of employment, title and salary, and indicating that it is not the practice of the Company to provide more information.
 
13.          Cooperation After Termination. During the time that you are eligible for or receiving payments under this Agreement, you agree to cooperate fully with the Company in all matters relating to the transition of your work and responsibilities on behalf of the Company, including, but not limited to, any present, prior or subsequent relationships and the orderly transfer of any such work and institutional knowledge to such other persons as may be designated by the Company, by making yourself reasonably available for up to two hours per week during regular business hours.
 
14.           Release.  Except as otherwise set forth in this Agreement, in exchange for the consideration under this Agreement to which you would not otherwise be entitled (including, but not limited to, the Severance Payments), you, on behalf of yourself and your heirs, successors, agents, representatives, executors and assigns, hereby waive and release any common law, statutory or other complaints, claims, demands, expenses, damages, liabilities, charges or causes of action (each, a “Claim”) arising out of or relating to your employment or termination of employment with, your serving in any capacity in respect of, or your status at any time as a holder of any securities of, any of the Company and any other affiliates of the Company (collectively, the “Company Group”), both known and unknown, in law or in equity, which you may now have or ever had against any member of the Company Group or any equityholder, agent, representative, administrator, trustee, attorney, insurer, fiduciary, employee, director or officer of any member of the Company Group, including their successors and assigns (collectively, the “Company Releasees”), including, without limitation, any claim for any severance benefit which might have been due to you under any previous agreement executed by and between any member of the Company Group and you, and any complaint, charge or cause of action arising out of your employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age against individuals who are age 40 or older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, and the Virginia Human Rights Act, the Arizona Civil Rights Act, the Arizona Constructive Discharge Statute (A.R.S. §23-1502), all as amended; and all other federal, state and local statutes, ordinances and regulations.  By signing this Agreement, you acknowledge that you intend to waive and release any rights known or unknown you may have against the Company Releasees under these and any other laws; provided that, you do not waive or release Claims (i) with respect to the right to enforce this Agreement or those provisions of the Employment Agreement that expressly survive the termination of your employment with the Company, (ii) with respect to any vested right you may have under any employee pension or welfare benefit plan of the Company Group, or (iii) any rights to indemnification preserved by your Employment Agreement or under any applicable indemnification agreement, any D&O insurance policy applicable to you and/or the Parent’s certificates of incorporation, charter and by-laws, or (iv) with respect to any claims that cannot legally be waived.  You are waiving, however, your right to any monetary recovery should any governmental agency or entity (such as the Equal Employment Opportunity Commission or the Department of Labor) pursue any claims on your behalf. 
 
 
 
Mr. John Roddy
November 7, 2013
Page 6 of 8
 
You represent that you have no lawsuits, claims or actions pending in your name, or on behalf of any other person or entity, against any of the Company Releasees.  You agree that all Company Releasees (except the Company, which is a party to this Agreement) are third party beneficiaries of this Agreement who may enforce the terms of such release.
 
You acknowledge that your waiver and release do not apply to any rights or claims that may arise after the date of this Agreement.  You acknowledge that you have been given twenty-one (21) days from the date of receipt of this Agreement to consider all of the provisions of the Agreement, although you may choose to voluntarily execute this Agreement earlier and if you do you will sign the Consideration Period waiver below.
 
YOU FURTHER ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT CAREFULLY, HAVE BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND FULLY UNDERSTAND THAT BY SIGNING BELOW YOU ARE GIVING UP CERTAIN RIGHTS WHICH YOU MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS DESCRIBED HEREIN AND THE OTHER PROVISIONS HEREOF.  YOU ACKNOWLEDGE THAT YOU HAVE NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND YOU AGREE TO ALL OF ITS TERMS VOLUNTARILY. 
 
You will have seven (7) days from the date of your execution of this Agreement to revoke the release by providing written notice of revocation to the Company’s General Counsel, including with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA).  If you revoke the Agreement, you will be deemed not to have accepted the terms of this Agreement.  You acknowledge that this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth calendar day after the date that this Agreement is signed by you.
 
15.          Severability.  If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. 
 
16.          No Admission.  This Agreement does not constitute an admission by the Company of any wrongful action or violation of any federal, state, or local statute, or common law rights, including those relating to the provisions of any law or statute concerning employment actions, or of any other possible or claimed violation of law or rights.
 
 
 
Mr. John Roddy
November 7, 2013
Page 7 of 8
 
17.          Breach. You agree that upon any breach of this Agreement you will forfeit all amounts paid or owing to you under this Agreement.  Further, you acknowledge that it may be impossible to assess the damages caused by your violation of the terms of Sections 9, 10, 11 and 12 of this Agreement and further agree that any threatened or actual violation or breach of those Sections of this Agreement will constitute immediate and irreparable injury to the Company.  You therefore agree that any such breach of this Agreement is a material breach of this Agreement, and, in addition to any and all other damages and remedies available to the Company upon your breach of this Agreement, the Company shall be entitled to an injunction to prevent you from violating or breaching this Agreement.  You agree that if the Company is successful in whole or part in any legal or equitable action against you under this Agreement, you agree to pay all of the costs, including reasonable attorney’s fees, incurred by the Company in enforcing the terms of this Agreement.
 
18.          Miscellaneous.  This Agreement, including Exhibit A, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter.  It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations.  This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company.  This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns.  If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable.  This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the Commonwealth of Virginia as applied to contracts made and to be performed entirely within Virginia.  Any ambiguity in this Agreement shall not be construed against either party as the drafter.  Any waiver of a breach of this Agreement shall be in writing and shall not be deemed to be a waiver of any successive breach.  This Agreement may be executed in counterparts and facsimile signatures will suffice as original signatures.
 
If this Agreement is acceptable to you, please sign below and return this agreement to me via email not later than December 9, 2013.  The offer contained in this Agreement will automatically expire if we do not receive the executed Agreement from you by that date. 
 
We wish you the best in your future endeavors.
 
[SIGNATURE PAGE TO FOLLOW]
 
 
 
Mr. John Roddy
November 7, 2013
Page 8 of 8
 
Sincerely,
 
Iridium Satellite LLC
 
By:
/s/ Matthew J. Desch
 
 
Matthew J. Desch
 
 
Chief Executive Officer
 
 
Agreed to and Accepted:
 
/s/ John Roddy
December 9, 2013
 
John Roddy
 
 
 
Exhibit A – Employment Agreement
 
CONSIDERATION PERIOD
 
I, John Roddy, understand that I have the right to take at least 21 days to consider whether to sign this Agreement, which I received on November 7, 2013.  If I elect to sign this Agreement before 21 days have passed, I understand I am to sign and date below this paragraph to confirm that I knowingly and voluntarily agree to waive the 21-day consideration period.
 
Agreed:
 
 
 
 
 
Signature
 
 
 
 
 
Date
 
 
 
 
Exhibit A
 
Employment Agreement
 
 
 
 

EX-10.69 11 v367143_ex10-69.htm EXHIBIT 10.69
EMPLOYMENT AGREEMENT
 
Bryan Hartin
 
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 10, 2012 (the “Effective Date”), by and between Iridium Communications, Inc., (the “Company,” and together with its subsidiaries, the “Company Group”), and Bryan Hartin (“Executive”) and, together with the Company, the “Parties”).
 
WHEREAS, the Company desires to employ Executive pursuant to the terms, provisions and conditions set forth in this Agreement;
 
WHEREAS, Executive desires to be employed on the terms hereinafter set forth in this Agreement; and
 
WHEREAS, Executive acknowledges that (i) Executive’s employment with the Company will provide Executive with trade secrets of, and confidential information concerning, the Company Group; and (ii) the covenants contained in this Agreement are essential to protect the business and goodwill of the Company Group.
 
NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Parties hereby agree as follows:
 
1.         At-Will Employment.  Executive will be employed by the Company on an at-will basis, meaning either the Company or Executive may terminate Executive’s employment at any time, with or without Cause or advanced notice.  Executive’s rights to compensation following a termination of employment will be only as set forth in Section 8 below.
 
2.         Position and Duties.  Executive will serve as the Company’s Executive Vice President, Sales and Marketing.  Executive will perform  duties customary to such position, and as reasonably assigned to him, from time to time, by the Company’s Chief Executive Officer (the “CEO”), to whom Executive will report.  Executive will devote Executive’s full business time and attention to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services, either directly or indirectly; provided, that nothing herein will preclude Executive from (i) with the prior written consent of the CEO, serving on the board of directors of other for-profit companies that do not compete with the Company Group, (ii) serving on civic or charitable boards or committees, and (iii) managing personal investments, so long as all such activities described in (i) through (iii) herein do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement.
 
3.         Cash Compensation.
 
(a)        Base Salary.  Executive’s initial base salary under this Agreement will be earned at an annualized rate of $300,000.00 (or $12,500 on a semi-monthly basis) (the “Base Salary”), less standard payroll deductions and withholdings.  Executive will be paid in accordance with Company practice and policy.  Executive’s Base Salary will be reviewed and adjusted from time to time by the Board or a duly authorized committee.
 
 
1.

 
(b)       Retention Bonuses.  Executive is eligible for a retention bonus of $50,000, less standard payroll deductions and withholdings, based on his continuous performance of services to the Company for thirty (30) days following the Effective Date of this Agreement, paid on December 31, 2012.  If Executive’s employment with the Company ends for any reason prior to the thirtieth day, Executive is not eligible for the $50,000 retention bonus, or any prorated portion thereof.  Executive is eligible for an additional retention bonus of $25,000, less standard payroll deductions and withholdings, based on his continuous performance of services to the Company for one (1) year following the Effective Date of this Agreement, paid on December 31, 2013.  If Executive’s employment with the Company ends for any reason prior to the one year anniversary of the Effective Date, Executive is not eligible for the $25,000 retention bonus, or any prorated portion thereof.  
 
(c)        Annual Bonus.  Subject to the achievement of the applicable performance goals determined by the Company and Executive’s continued service through the bonus payment date, Executive will be eligible to earn an annual bonus (the “Annual Bonus”) with a target amount equal to sixty percent (60%) of the Base Salary (the “Target Bonus”).  If Executive leaves the employ of the Company prior to payment of any Annual Bonus, he is not eligible for an annual bonus, prorated or otherwise, except as expressly contemplated in Section 8 below. The Annual Bonus earned for any given year will be paid to Executive on the date on which annual bonuses are paid to all other senior executives of the Company, but in no event later than March 15 of the year following the year in which Executive’s right to the Annual Bonus is no longer subject to a substantial risk of forfeiture, so as to comply with Treasury Regulation Section 1.409A-1(b)(4).
 
(d)       Stock Option.  Subject to approval of the Board or a duly authorized committee thereof, Employee will be issued an option to purchase 135,000 shares of the Company’s common stock pursuant and subject to the Company’s 2012 Equity Incentive Plan (“Plan”) and the Company’s standard form of Stock Option Agreement (“Stock Agreement”) between the Executive and the Company (the “Option”).  Subject to the approval of the Board (or the committee), the Option will vest and become exercisable according to the following schedule: 25% will vest as of one year from the date of issuance, and the remaining 75% of the shares will then vest in equal installments at the end of each quarter thereafter over the following three years, subject to continuous employment (as defined in the Plan) with the Company on such dates.  Executive will not be eligible for an additional equity incentive grant until the 2014 calendar year. 
 
4.         Company Policies and Benefits.  The employment relationship between the parties will also be subject to the Company Group’s personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Company Group’s sole discretion.  Executive will be eligible to participate in the employee benefit plans of the Company Group on a basis no less favorable than such benefits are provided by the Company Group from time to time to the Company Group’s other senior executives.  All matters of eligibility for coverage or benefits under any benefit plan will be determined in accordance with the provisions of such plan or program.  The Company Group reserves the right to change, alter, or terminate any benefit plan in its sole discretion. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are in conflict with the Company Group’s general employment policies or practices, this Agreement will control.
 
 
2.

 
5.         Vacation.  Executive will be eligible to accrue up to four (4) weeks paid vacation during each year, administered in accordance with the Company Group’s vacation policy.  Executive will also be entitled to all paid holidays and personal days given by the Company Group to its senior executives, administered in accordance with the Company Group’s holiday and personal days policies. 
 
6.         Expense Reimbursement.  Executive will be eligible to receive prompt reimbursement for all travel and business expenses reasonably incurred and accounted for by Executive (in accordance with the policies and procedures established from time to time by the Company Group) in performing services hereunder. For the avoidance of doubt, to the extent that any reimbursements (including any taxable benefits reimbursements) are subject to the provisions of Section 409A of the Code: (a) to be eligible to obtain reimbursement for such expenses Executive must submit expense reports within 45 days after the expense is incurred, (b) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (c) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (d) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.
 
7.         Indemnification; D&O Coverage.  The Company Group, and its successors and/or assigns, will indemnify and defend Executive to the fullest extent permitted by the By-Laws and Certificate of Incorporation of the Company with respect to any claims that may be brought against Executive arising out of any action taken or not taken in Executive’s capacity as an officer or director of any member of the Company Group.  In addition, Executive will be covered as an insured in respect of Executive’s activities as an officer and director of any member of the Company Group by the Company’s Directors and Officers liability policy or other comparable policies obtained by the Company’s successors, to the fullest extent permitted by such policies.  The Company Group’s indemnification obligations hereunder will remain in effect following the Executive’s termination of employment with the Company Group. 
 
8.         Termination of Employment.  Executive’s employment may be terminated under the following circumstances:
 
(a)        Death.  Executive’s employment will terminate upon Executive’s death.  Upon any such termination, Executive’s estate will be entitled to receive his Base Salary through the date of termination (the “Accrued Salary”) and (B) any other earned but unpaid wages (together, the “Accrued Amounts”).  The Accrued Amounts will be timely paid following the date of termination in accordance with applicable laws.  All other benefits, if any, due to Executive’s estate following Executive’s termination due to death will be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive’s estate will not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group.  Executive’s estate will not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.
 
 
3.

 
(b)       Disability.  The Company may terminate Executive’s employment for Disability.  Disability” will mean Executive’s inability, due to physical or mental incapacity, to perform his duties under this Agreement with substantially the same level of quality as immediately prior to such incapacity for a period of ninety (90) consecutive days or one hundred twenty (120) days during any consecutive six (6) month period.  This definition will be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law.  In conjunction with determining Disability for purposes of this Agreement, Executive hereby (i) consents to any such examinations which are relevant to a determination of whether Executive is mentally and/or physically disabled, and (ii) agrees to furnish such medical information as may be reasonably requested.  Upon any such termination, Executive will be entitled to receive payment of the Accrued Amounts.  All other benefits, if any, due to Executive following Executive’s termination by the Company for Disability will be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive will not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group.  Executive will not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.
 
(c)        Termination for Cause; Voluntary Termination.  At any time, (i) the Company may terminate Executive’s employment for “Cause” (as defined below) by Notice of Termination (as defined in Section 8(e)) specifying the grounds for Cause in reasonable detail, and (ii) Executive may terminate Executive’s employment “voluntarily” (that is, other than by death, Disability or for Good Reason, in accordance with Section 8(a), 8(b) or 8(d), respectively); provided, that Executive will be required to give at least thirty (30) days advance written notice to the Company of such termination.  Cause” will mean Executive’s:  (A) material breach of this Agreement, including the willful failure to substantially perform his duties hereunder; (B) willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, not inconsistent with the terms of this Agreement; (C) commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (D) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Executive’s duties and responsibilities hereunder; (E) breach of any written policies or procedures of the Company Group that are applicable to Executive and that have previously been provided to Executive, which breach causes or is reasonably expected to cause material economic harm to any member of the Company Group; or (F) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company or any of its affiliates (or any of their respective predecessors or successors), which, for the avoidance of doubt, will not include any good faith disputes regarding immaterial amounts that relate to Executive’s expense account, reimbursement claims or other de minimis matters; provided, however, that in the case of (A), (B) or (E) above, if any such breach or failure is curable, Executive fails to cure such breach or failure to the reasonable satisfaction of the Board within fifteen (15) days of the date the Company delivers written notice of such breach or failure to Executive.  For purposes of this Agreement, no act or failure to act by Executive will be considered “willful” unless such act is done or failed to be done intentionally and in bad faith.
 
 
4.

 
Upon the termination of Executive’s employment pursuant to this Section 8(c), Executive will be entitled to receive payment of the Accrued Amounts.  All other benefits, if any, due to Executive following Executive’s termination of employment pursuant to this Section 8(c) will be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive will not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group.  Executive will not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.
 
(d)       Termination for Good Reason or Without Cause.  At any time, (i) Executive may terminate Executive’s employment for “Good Reason” (as defined below), provided the Company has not previously notified him of its intent to terminate his employment for Cause and (ii) the Company may terminate Executive’s employment without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 8(a), 8(b) or 8(c), respectively).  Good Reason” will mean the occurrence, without Executive’s prior written consent, of any of the following events:  (A) a material reduction in the nature or scope of Executive’s responsibilities, duties and/or authority; provided, that a change in job position (including a change in title) will not be deemed a “material reduction” in and of itself unless Executive’s responsibilities, duties and/or or authority are materially reduced; (B) a material reduction in Executive’s then-current Base Salary, which the Company and Executive agree is at least 10% of Executive’s then-current Base Salary; provided, that a reduction in Base Salary will not be “Good Reason” to the extent that the salary reduction is made as part of a broader salary reduction program of the Company Group affecting a majority of similarly situated employees; (C) a material reduction in the responsibilities, duties and/or authority of the supervisor to whom Executive is required to report; (D) the relocation of Executive’s primary office to a location that increases Executive’s one-way commute by more than sixty (60) miles; or (E) any other material breach by the Company of a material term of this Agreement, including but not limited to a breach of Section 10(d)(iii) by failing to cause any successor to the Company to expressly assume and agree to perform in all material respects this Agreement; provided, that any such event described in (A) through (E) above will not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after the initial existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the receipt of such Notice of Termination for Good Reason the Company has failed to reasonably cure the circumstances giving rise to Good Reason, and Executive resigns from all positions he then-holds with the Company Group effective not later than six (6) months following the initial existence of the circumstances giving rise to Good Reason.
 
Upon the termination of Executive’s employment hereunder pursuant to this Section 8(d), and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definitions thereunder, a “Separation From Service”), Executive will receive (A) the Accrued Amounts, and, (B) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the sixty (60) day period following the date of Executive’s Separation From Service, the following severance benefits (collectively, the “Severance Benefits”): 
 
(i)         an amount equal to 12 months of Executive’s then-current Base Salary, ignoring any decrease in Base Salary that forms the basis for Good Reason, paid in equal installments on the Company’s normal payroll schedule over the 12 month period immediately following the date of Separation From Service (the “Severance Period”), except as set forth below (the “Salary Continuation”).
 
 
5.

 
(ii)        an amount equal to the Annual Bonus for the year of his Separation from Service that Executive would have earned (had Executive remain employed through the payment date), based on actual achievement of the designated performance metrics, pro-rated based on the number of days served in the year of termination, unless such Separation From Service occurs on or within twelve (12) months after a Change in Control, in which case the payment under this clause (ii) will not be pro-rated, in either case, paid in equal installments on the Company’s normal payroll schedule over the remainder of the Severance Period from and after the date the Company determines (as part of its determination for all bonus eligible employees) actual performance and the amount of bonus that would have been earned based on such performance (which determination date will be not later than March 15 of the year following the year of performance);
 
(iii)       if Executive is participating in the Company’s employee group health insurance plans on the date of Separation From Service and subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, or, if applicable, state or local insurance laws (“COBRA”), then the Company will pay, directly to the COBRA carrier, as and when due, the COBRA premiums necessary to continue Executive’s health insurance coverage in effect for himself and his eligible dependents on the termination date until the earliest of (A) the month in which the Severance Period ends, (B) the expiration of eligibility for the continuation coverage under COBRA, or (C) the date when Executive or his dependents become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums for the remainder of the COBRA Payment Period, the Company will instead pay Executive on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period.  If Executive becomes eligible for coverage under another employer's group health plan or otherwise ceases to be eligible for COBRA during the period provided in this clause, Executive must immediately notify the Company of such event, and all payments and obligations under this clause will cease. 
 
(iv)       if such Separation From Service occurs on or within twelve (12) months after a Change in Control (as defined in the Parent’s 2009 Stock Incentive Plan), one hundred percent (100%) of Executive’s then-outstanding equity awards will become vested (and exercisable, as applicable) effective as of the date of Executive’s Separation from Service. 
 
 
6.

 
All of the Severance Benefits are subject to deductions for applicable tax withholdings.  No Severance Benefits will be paid prior to the day that is sixty (60) days following the date of Separation From Service. On the sixtieth (60th) day following the date of Separation From Service, the Company will pay in a lump sum the aggregate amount of the cash Severance Benefits that the Company would have paid Executive through such date had the payments commenced on the Separation From Service through such sixtieth (60th) day, with the balance paid thereafter on the applicable schedules described above.
 
All other benefits, if any, due Executive following a termination pursuant to this Section 8(d) will be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive will not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group.  Payments under this Agreement are intended to fulfill any statutory obligation to provide notice or pay in lieu of notice.  Executive will not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment. 
 
(e)        Notice of Termination.  Any termination of the Executive’s employment by the Company or by Executive will be communicated by written Notice of Termination to the other Party in accordance with the Notice requirements set forth in Section 10(e) of this Agreement.  For purposes of this Agreement, “Notice of Termination” will mean a notice that will indicate the specific termination provision in this Agreement relied upon and will, to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.
 
(f)        Board/Committee Resignation.  Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the board of directors (and any committees thereof) of each of the members of the Company Group.
 
(g)        Taxes.  Notwithstanding any other provision of this Agreement to the contrary, if payments made or benefits provided pursuant to this Section 8 or otherwise from the Company Group or any person or entity are considered “parachute payments” under Section 280G of the Code, then such parachute payments will be limited to the greatest amount that may be paid to Executive under Section 280G of the Code without causing any loss of deduction to the Company Group under such section, but only if, by reason of such reduction, the net after tax benefit to Executive will exceed the net after tax benefit if such reduction were not made.  Net after tax benefit” for purposes of this Agreement will mean the sum of (i) the total amounts payable to the Executive under Section 8, plus (ii) all other payments and benefits which the Executive receives or then is entitled to receive from the Company Group or otherwise  that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (iii) the amount of federal and state income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing will be paid to Executive (based upon the rate in effect for such year as set forth in the Code at the time of termination of Executive’s employment), less (iv) the amount of excise taxes imposed with respect to the payments and benefits described in (i) and (ii) above by Section 4999 of the Code.  The determination as to whether and to what extent payments are required to be reduced in accordance with this Section 8(g) will be made at the Company’s expense by a nationally recognized certified public accounting firm as may be designated by the Company prior to a change in control (the “Accounting Firm”).  In the event of any mistaken underpayment or overpayment under this Agreement, as determined by the Accounting Firm, the amount of such underpayment or overpayment will forthwith be paid to Executive or refunded to the Company, as the case may be, with interest at one hundred twenty (120%) of the applicable Federal rate provided for in Section 7872(f)(2) of the Code.  Any reduction in payments required by this Section 8(g) will occur in the following order:  (1) any cash severance, (2) any other cash amount payable to Executive, (3) any benefit valued as a “parachute payment,” (4) the acceleration of vesting of any equity awards that are options, and (5) the acceleration of vesting of any other equity awards.  Within any such category of payments and benefits, a reduction will occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that are.  In the event that acceleration of compensation from equity awards is to be reduced, such acceleration of vesting will be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant.
 
 
7.

 
9.         Restrictive Covenants.
 
(a)        Noncompetition.  In consideration of the payments by the Company to Executive pursuant to this Agreement, Executive hereby covenants and agrees that, during Executive’s employment with the Company and for the one-year period following the date of Executive’s termination for any reason (the “Restricted Period”), Executive will not, without the prior written consent of the Company, engage in “Competition” (as defined below) with the Company Group.  For purposes of this Agreement, if Executive takes any of the following actions he will be engaged in “Competition:” engaging in or carrying on, directly or indirectly, any enterprise, whether as an advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant to any entity or individual to provide any product or service that competes with a product or service of the Company Group with which the Executive worked, or about which he acquired any Confidential Information (as defined below) during his employment with the Company.  An action will not be considered Competition if it is outside the scope of the following: (i) the provision of any form of mobile satellite telecommunications, whether voice or data, as the term “telecommunications” is defined in the Communications Act of 1934, as amended, and (ii) any other material line of business which the Company Group enters into during the period of Executive’s employment or has undertaken preparation to enter into at the time of Executive’s termination.  Notwithstanding the foregoing, “Competition” will not include  the passive ownership of securities in any entity and exercise of rights appurtenant thereto, so long as such securities represent no more than two percent (2%) of the voting power of all securities of such enterprise.
 
(b)       Non-Solicitation and No Hire.  In further consideration of the payments by the Company to Executive pursuant to this Agreement, Executive hereby covenants and agrees that, during the Restricted Period, Executive will not (i) induce or attempt to induce any employee or consultant of the Company Group to leave the employ or services of the Company Group, or in any way interfere with the relationship between the Company Group and any employee or consultant thereof, (ii) except in the performance of Executive’s duties for the Company Group, hire any person who was an employee of the Company Group at any time during the six (6) month period immediately prior to the date on which such hiring would take place, or (iii) call on, solicit or service any customer, supplier, licensee, licensor or other business relation of the Company Group in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation of the Company Group.
 
 
8.

 
(c)        Confidential Information.  Executive acknowledges that the Company Group has a legitimate and continuing proprietary interest in the protection of its “Confidential Information” (as defined below) and that it has invested substantial sums and will continue to invest substantial sums to develop, maintain and protect such Confidential Information.  During the period of Executive’s employment and at all times thereafter, Executive will not, except with the written consent of the Company or in connection with carrying out Executive’s duties or responsibilities hereunder, furnish or make accessible to anyone or use for Executive’s own benefit any trade secrets, confidential or proprietary information of the Company Group, including without limitation its business plans, marketing plans, strategies, systems, programs, methods, trade secrets, employee lists, computer programs, insurance profiles and client lists (hereafter referred to as “Confidential Information”); provided, that such Confidential Information will not include information which at the time of disclosure or use, was generally available to the public other than by a breach of this Agreement or was available to the party to whom disclosed on a non-confidential basis by disclosure or access provided by the Company or a third party without breaching any obligations of the Company, Executive or such third party or was otherwise developed or obtained legally and independently by the person to whom disclosed without a breach of this Agreement.  Notwithstanding the foregoing, Executive may disclose Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company Group or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information; provided, that, if Executive is ordered by a court or other government agency to disclose any Confidential Information, Executive will (i) promptly notify the Company of such order, (ii) at the written request of the Company, diligently contest such order at the sole expense of the Company as expenses occur, and (iii) at the written request of the Company, seek to obtain, at the sole expense of the Company, such confidential treatment as may be available under applicable laws for any information disclosed under such order.
 
(d)       Property of the Company.  All memoranda, notes, lists, records and other documents or papers (and all copies thereof) relating to the Company Group, whether written or stored on electronic media (including, without limitation, Executive’s personal computer or laptop), made or compiled by or on behalf of Executive in the course of Executive’s employment with the Company Group, or made available to Executive in the course of Executive’s employment with the Company Group, relating to the Company Group, or to any entity which may hereafter become an affiliate thereof, but excluding Executive’s personal effects, Rolodexes and similar items, will be the property of the Company, and will, except as otherwise agreed by the Company in writing, be delivered to the Company promptly upon the termination of Executive’s employment with the Company for any reason or at any other time upon request.
 
 
9.

 
(e)        Intellectual Property.  All discoveries, inventions, ideas, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and improvements and enhancements conceived, developed or otherwise made or created or produced by Executive alone or with others, at any time during his employment with any member of the Company Group, and in any way relating to the business activities which are the same as or substantially similar to the business activities carried on by the Company Group or proposed to be extended or expanded by the Company Group, or the products or services of the Company Group, whether or not subject to patent, copyright or other protection and whether or not reduced to tangible form (“Developments”), will be the sole and exclusive property of the Company.  Executive agrees to, and hereby does, assign to the Company, without any further consideration, all of Executive’s right, title and interest throughout the world in and to all Developments.  Executive agrees that all such Developments that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledges that the Company or one of the members of the Company Group, as the case may be, is the author of such Developments and owns all of the rights comprised in the copyright of such Developments and Executive hereby assigns to the Company without any further consideration all of the rights comprised in the copyright and other proprietary rights Executive may have in any such Development to the extent that it might not be considered a work made for hire.  Executive will make and maintain adequate and current written records of all Developments and will disclose all Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request.
 
(f)        Non-Disparagement. Executive agrees not to disparage the Company Group, any member thereof, and any of their officers, attorneys, directors, managers, partners, employees, agents and affiliates, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that the Executive will respond accurately and fully to any question, inquiry or request for information when required by legal process.
 
(g)        Enforcement.  The parties agree that the market for the Company Group’s products and services is global, so that this Agreement applies to Executive’s activities wherever they occur.  If, however, after applying the provisions above, a court still decides that this Agreement or any of its restrictions is unenforceable for lack of reasonable geographic limitation and the Agreement or restriction(s) cannot otherwise be enforced the parties agree that the fifty (50) miles radius from any location at which Executive provided services to the Company Group on either a regular or occasional basis during the two years immediately preceding termination of his employment, or if he is still employed, the two years prior to any activity of the Executive that violates this Agreement, will be the geographic limitation relevant to the contested restriction.  Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 9(a), 9(b), 9(c), 9(d) or 9(e) herein (collectively, the “Covenants”) would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company will be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.  In addition, the Company will be entitled to immediately cease paying any amounts remaining due pursuant to Section 8 (other than the Accrued Amounts) if Executive has violated any provision of Section 9(a) or has materially breached any of his obligations under Sections 9(b), 9(c), 9(d) or 9(e) of this Agreement.  Executive understands that the provisions of Sections 9(a) and 9(b) may limit his ability to earn a livelihood in a business similar to the business of the Company but he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to Executive, and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in Sections 9(a) and 9(b).  In consideration of the foregoing and in light of Executive’s education, skills and abilities, Executive agrees that he will not assert that, and it should not be considered that, any provisions of Sections 9(a) and 9(b) otherwise are void, voidable or unenforceable or should be voided or held unenforceable.  It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in Sections 9(a) and 9(b) to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding will not affect the enforceability of any of the other restrictions contained herein.  In any such action, suit or proceeding to enforce the Covenants, the prevailing Party will be entitled to an award of its or his reasonable attorneys’ fees and costs incurred.
 
 
10.

 
10.       Miscellaneous.
 
(a)        Executive’s Representations.  Executive hereby represents and warrants to the Company that (i) Executive has read this Agreement in its entirety, fully understands the terms of this Agreement, has had the opportunity to consult with counsel prior to executing this Agreement, and is signing the Agreement voluntarily and with full knowledge of its significance, (ii) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (iii) Executive is not a party to or bound by an employment agreement, non-compete agreement or confidentiality agreement with any other person or entity which would interfere in any material respect with the performance of his duties hereunder, and (iv) Executive will not use any confidential information or trade secrets of any person or party other than the Company Group in connection with the performance of his duties hereunder.
 
(b)       Mitigation.  Executive will have no duty to mitigate his damages by seeking other employment and, should Executive actually receive compensation from any such other employment, the payments required hereunder will not be reduced or offset by any other compensation except as specifically provided herein.
 
(c)        Waiver.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Executive and an officer of the Company (other than Executive) duly authorized by the Board to execute such amendment, waiver or discharge.  No waiver by either Party of any breach of the other Party of, or compliance with, any condition or provision of this Agreement will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
 
 
11.

 
(d)       Successors and Assigns.
 
(i)         This Agreement is personal to Executive and without the prior written consent of the Company will not be assignable by Executive otherwise than by will or the laws of descent and distribution.  This Agreement will inure to the benefit of and be enforceable by Executive’s legal representatives.
 
(ii)        This Agreement will inure to the benefit of and be binding upon the Company and its successors and, other than as set forth in Section 10(d)(iii), will not be assignable by the Company without the prior written consent of the Executive (which will not be unreasonably withheld).
 
(iii)       The Agreement will be assignable by the Company to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company; provided that, the Company will require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” will mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.
 
(e)        Notice.  For the purpose of this Agreement, notices and all other communications provided for in this Agreement will be in writing and will be deemed to have been duly given if delivered personally, if delivered by overnight courier service, or if mailed by registered mail, return receipt requested, postage prepaid, addressed to the respective addresses or sent via facsimile or email to the respective facsimile numbers and email addresses, as the case may be, as set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address will be effective only upon receipt; provided, however, that (i) notices sent by personal delivery, email or overnight courier will be deemed given when delivered, (ii) notices sent by facsimile transmission will be deemed given upon the sender’s receipt of confirmation of complete transmission, and (iii) notices sent by registered mail will be deemed given two days after the date of deposit in the mail.
 
If to Executive, to such address (including Company email address) as will most currently appear on the records of the Company.
 
If to the Company, to its primary business location, that, as of the Effective Date of this Agreement, is:
 
Iridium Communications Inc.
1750 Tysons Boulevard, Suite 1400
McLean, VA 22102
Facsimile:
Attention:  CEO
 
 
12.

 
(f)        GOVERNING LAW; CONSENT TO JURISDICTION.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF VIRGINIA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF VIRGINIA TO BE APPLIED.  IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE COMMONWEALTH OF VIRGINIA WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.  ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN FAIRFAX COUNTY, VIRGINIA OR THE EASTERN DISTRICT OF VIRGINIA.  EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.
 
(g)        JURY TRIAL WAIVER.  THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT.
 
(h)       Set Off.  The Company’s obligation to pay Executive the amounts and to make the arrangements provided hereunder will be subject to set-off, counterclaim or recoupment of any amounts owed by Executive to the Company or any of its affiliates except to the extent any such set-off, counterclaim or recoupment would violate, or result in the imposition of tax under Section 409A of the Code, in which case such right will be null and void.
 
(i)         Compliance with Code Section 409A.  It is intended that all of the payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions.  For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether Severance Payments, expense reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement will at all times be considered a separate and distinct payment.  Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” (including as a result of the terms of Offer Letter), then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments will not be provided to Executive prior to the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s Separation From Service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation.  Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph will be paid in a lump sum to Executive, and any remaining payments due will be paid as otherwise provided in this Agreement or in the applicable agreement.  No interest will be due on any amounts so deferred.
 
 
13.

 
(j)        Severability of Invalid or Unenforceable Provisions.  The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.
 
(k)       Advice of Counsel and Construction.  Each Party acknowledges that such Party had the opportunity to be represented by counsel in the negotiation and execution of this Agreement.  Accordingly, the rule of construction of contract language against the drafting party is hereby waived by each Party.
 
(l)         Entire Agreement.  This Agreement sets forth the entire agreement of the Parties in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written in respect of the subject matter contained herein.
 
(m)      Withholding Taxes.  The Company will be entitled to withhold from any payment due to Executive hereunder any amounts required to be withheld by applicable tax laws or regulations.
 
(n)       Section Headings.  The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and will not constitute a part, of this Agreement.
 
(o)        Cooperation.  During the period of Executive’s employment and at any time thereafter, Executive agrees to cooperate (i) with the Company in the defense of any legal matter involving any matter that arose during Executive’s employment with the Company Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to the Company Group.  Following termination of Employee’s employment for any reason, Employee will fully cooperate with the Company in all matters relating to the winding up of Employee’s pending work and the orderly transfer of any such pending work to such other Employees as may be designated by the Company Group. The Company will reimburse Executive for any reasonable travel and out of pocket expenses incurred by Executive in providing such cooperation.
 
(p)       Survival.  Sections 7, 8(d), 8(g), 9, and 10 will survive and continue in full force in accordance with their terms notwithstanding any termination of Executive’s employment with the Company Group.
 
 
14.

 
(q)       Counterparts.  This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
 
 
IRIDIUM COMMUNICATIONS, INC.
 
 
 
 
By:
/s/ Matthew J. Desch
 
 
Name:  Matthew J. Desch
 
 
Title:  CEO
 
 
 
EXECUTIVE
 
 
 
/s/ Bryan Hartin
 
Bryan Hartin
 
[Signature Page to Employment Agreement]
 
 
15.

 
EXHIBIT A
 
GENERAL RELEASE
 
THIS AGREEMENT AND RELEASE, dated as of __________, 20__ (this “Agreement”), is entered into by and between Bryan Hartin (“Executive”) and Iridium Communications Inc. (the “Company”).
 
WHEREAS, Executive’s employment with the Company [will terminate/has terminated] effective as of __________, 201_;
 
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, Executive and the Company hereby agree as follows:
 
1.         Executive will be provided severance pay and other benefits (the “Severance Benefits”) in accordance with the terms and conditions of Section 8(d) of the employment agreement by and between Executive and the Company, dated as of December __, 2012 (the “Employment Agreement”); provided that, no such Severance Benefits will be paid or provided if Executive revokes this Agreement pursuant to Section 5 below.
 
2.         Executive, for and on behalf of himself and Executive’s heirs, successors, agents, representatives, executors and assigns, hereby waives and releases any common law, statutory or other complaints, claims, demands, expenses, damages, liabilities, charges or causes of action (each, a “Claim”) arising out of or relating to Executive’s employment or termination of employment with, Executive’s serving in any capacity in respect of, or Executive’s status at any time as a holder of any securities of, any of the Company and any affiliates of the Company (collectively, the “Company Group”), both known and unknown, in law or in equity, which Executive may now have or ever had against any member of the Company Group or any equityholder, agent, representative, administrator, trustee, attorney, insurer, fiduciary, employee, director or officer of any member of the Company Group, including their successors and assigns (collectively, the “Company Releasees”), including, without limitation, any claim for any severance benefit which might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age against individuals who are age 40 or older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Equal Pay Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, and the Virginia Human Rights Act, the Virginians with Disabilities Act, all as amended; and all other federal, state and local statutes, ordinances and regulations.  By signing this Agreement, Executive acknowledges that Executive intends to waive and release any rights known or unknown Executive may have against the Company Releasees under these and any other laws; provided that, Executive does not waive or release Claims (i) with respect to the right to enforce this Agreement or those provisions of the Employment Agreement that expressly survive the termination of Executive’s employment with the Company, (ii) with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company Group, or (iii) any rights to indemnification preserved by Section 7 of the Employment Agreement or under any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company’s certificates of incorporation, charter and by-laws, or (iv) with respect to any claims that cannot legally be waived.
 
 
1.

 
3.         Excluded from this Release are any claims which cannot be waived by law and any claims for vested benefits under the terms of the Company’s employee benefit plans and programs.  Executive is waiving, however, his right to any monetary recovery should any governmental agency or entity, such as the EEOC or the DOL, pursue any claims on his behalf.  Executive also acknowledges that (i) the consideration given to him in exchange for the waiver and release in this Release is in addition to anything of value to which he was already entitled, and (ii) that he has been paid for all time worked, has received all the leave, leaves of absence and leave benefits and protections for which he is eligible, and has not suffered any on-the-job injury for which he has not already filed a claim.
 
4.         Executive acknowledges that he is knowingly and voluntarily waiving and releasing any rights he may have under the ADEA, as amended. Executive acknowledges that Executive has been given twenty-one (21) days from the date of receipt of this Agreement to consider all of the provisions of the Agreement and, to the extent he has not used the entire 21-day period prior to executing the Agreement, he does hereby knowingly and voluntarily waive the remainder of said 21-day period.  Executive further acknowledges that he has been advised by this writing that:  (a) his waiver and release do not apply to any rights or claims that may arise after the execution date of this Release; (b) HE HAS READ THIS AGREEMENT CAREFULLY,  (C) HE HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND (D) HE FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS DESCRIBED HEREIN AND THE OTHER PROVISIONS HEREOF.  EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.
 
5.         Executive will have seven (7) days from the date of Executive’s execution of this Agreement to revoke the release, including with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA).  If Executive revokes the Agreement, Executive will be deemed not to have accepted the terms of this Agreement.
 
6.         Executive hereby agrees not to defame or disparage any member of the Company Group or any executive, manager, director, or officer of any member of the Company Group in any medium to any person without limitation in time.  The Company hereby agrees that its executives, managers and officers, and the board of directors, executives, managers and officers of the members of the Company Group will not defame or disparage Executive in any medium to any person without limitation in time.  Notwithstanding this provision, either party may confer in confidence with his or its legal representatives and make truthful statements as required by law.
 
 
2.

 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
 
 
IRIDIUM COMMUNICATIONS INC.
 
 
 
 
 
By:
 
Its:
 
 
 
EXECUTIVE
 
 
 
 
 
Bryan Hartin
 
 
3.

 
EX-10.70 12 v367143_ex10-70.htm EXHIBIT 10.70
EMPLOYMENT AGREEMENT
 
Thomas D. Hickey
 
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of April 29, 2011 by and between Iridium Communications Inc. (the “Company,” and together with its subsidiaries, the “Company Group”), and Thomas D. Hickey (“Executive” and, together with the Company, the “Parties”).
 
WHEREAS, the Company desires to employ Executive pursuant to the terms, provisions and conditions set forth in this Agreement;
 
WHEREAS, Executive desires to be employed on the terms hereinafter set forth in this Agreement; and
 
WHEREAS, Executive acknowledges that (i) Executive’s employment with the Company will provide Executive with trade secrets of, and confidential information concerning, the Company Group; and (ii) the covenants contained in this Agreement are essential to protect the business and goodwill of the Company Group.
 
NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Parties hereby agree as follows:
 
1.         At-Will Employment.  Executive shall be employed by the Company on an at-will basis commencing on May 2, 2011 (the “Effective Date”), meaning either the Company or Executive may terminate Executive’s employment at any time, with or without Cause or advanced notice.  Executive’s rights to compensation following a termination of employment shall be only as set forth in Section 8 below.
 
2.         Position and Duties.  Executive shall serve as the Company’s Chief Legal Officer and Corporate Secretary of the Company.  Executive shall perform  duties customary to such position, and as reasonably assigned to him, from time to time, by the Company’s Chief Executive Officer (the “CEO”), to whom Executive shall report.  Executive shall devote Executive’s full business time and attention to the performance of Executive’s duties hereunder and shall not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services, either directly or indirectly; provided, that nothing herein shall preclude Executive from (i) with the prior written consent of the CEO, serving on the board of directors of other for-profit companies that do not compete with the Company Group, (ii) serving on civic or charitable boards or committees, and (iii) managing personal investments, so long as all such activities described in (i) through (iii) herein do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement.
 
3.         Cash Compensation.
 
(a)        Base Salary.  Executive’s initial base salary under this Agreement shall be earned at an annualized rate of $295,000.00 (or $12,291.66/7 on a semi-monthly basis) (the “Base Salary”), less standard payroll deductions and withholdings.  Executive shall be paid in accordance with Company practice and policy. Executive’s Base Salary shall be reviewed and adjusted from time to time by the Board or a duly authorized committee.
 
 
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(b)       Annual Bonus.  Subject to the achievement of the applicable performance goals determined by the Company and Executive’s continued service through the bonus payment date, Executive shall be eligible to earn an annual bonus (the “Annual Bonus”) with a target amount equal to sixty percent (60%) of the Base Salary (the “Target Bonus”).  For calendar year 2011, Executive’s bonus eligibility shall be prorated based on the percentage of the year he is employed.  If Executive leaves the employ of the Company prior to payment of any Annual Bonus, he is not eligible for an annual bonus, prorated or otherwise, except as expressly contemplated in Section 8 below. The Annual Bonus earned for any given year shall be paid to Executive on the date on which annual bonuses are paid to all other senior executives of the Company, but in no event later than March 15 of the year following the year in which Executive’s right to the Annual Bonus is no longer subject to a substantial risk of forfeiture, so as to comply with Treasury Regulation Section 1.409A-1(b)(4).
 
(c)        Stock Option.  As soon as reasonably practicable following the Effective Date but in no event later than thirty (30) days after the Effective Date, Executive shall be granted a nonqualified stock option (the “Option”) to purchase 135,000 shares of the Company’s common stock, $0.001 par value (a “Share”), under the Company’s 2009 Stock Incentive Plan (the “Plan”) at a per Share exercise price equal to the “Fair Market Value” (as defined in the Plan) of a Share on the date of grant.  The Option shall vest with respect to twenty-five percent (25%) of the Shares on the first anniversary of the date of grant and, with respect to the remaining seventy-five percent (75%) of the Shares, 1/12 of the Shares shall vest in equal quarterly installments thereafter, subject to continuous employment (as defined in the Plan) with the Company on such dates.  The Option shall have such other terms and conditions as are set forth in the Plan and the Nonqualified Stock Option Agreement (“Stock Agreement”) pursuant to which the Option shall be awarded. 
 
4.         Company Policies and Benefits.  The employment relationship between the parties shall also be subject to the Company Group’s personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Company Group’s sole discretion.  Executive shall be eligible to participate in the employee benefit plans of the Company Group on a basis no less favorable than such benefits are provided by the Company Group from time to time to the Company Group’s other senior executives.  All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of such plan or program.  The Company Group reserves the right to change, alter, or terminate any benefit plan in its sole discretion. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are in conflict with the Company Group’s general employment policies or practices, this Agreement shall control.
 
5.         Vacation.  Executive shall be eligible to accrue up to four (4) weeks paid vacation during each year, administered in accordance with the Company Group’s vacation policy.  Executive shall also be entitled to all paid holidays and personal days given by the Company Group to its senior executives, administered in accordance with the Company Group’s holiday and personal days policies. 
 
 
2.

 
6.         Expense Reimbursement.  Executive shall be eligible to receive prompt reimbursement for all travel and business expenses reasonably incurred and accounted for by Executive (in accordance with the policies and procedures established from time to time by the Company Group) in performing services hereunder. For the avoidance of doubt, to the extent that any reimbursements (including any taxable benefits reimbursements) are subject to the provisions of Section 409A of the Code: (a) to be eligible to obtain reimbursement for such expenses Executive must submit expense reports within 45 days after the expense is incurred, (b) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (c) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (d) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.
 
7.         Indemnification; D&O Coverage.  The Company Group, and its successors and/or assigns, will indemnify and defend Executive to the fullest extent permitted by the By-Laws and Certificate of Incorporation of Iridium Communications Inc. (the “Parent”) with respect to any claims that may be brought against Executive arising out of any action taken or not taken in Executive’s capacity as an officer or director of any member of the Company Group.  In addition, Executive shall be covered as an insured in respect of Executive’s activities as an officer and director of any member of the Company Group by the Parent’s Directors and Officers liability policy or other comparable policies obtained by the Company’s successors, to the fullest extent permitted by such policies.  The Company Group’s indemnification obligations hereunder shall remain in effect following the Executive’s termination of employment with the Company Group.
 
8.         Termination of Employment.  Executive’s employment may be terminated under the following circumstances:
 
(a)        Death.  Executive’s employment shall terminate upon Executive’s death.  Upon any such termination, Executive’s estate shall be entitled to receive his Base Salary through the date of termination (the “Accrued Salary”) and (B) any other earned but unpaid wages (together, the “Accrued Amounts”).  The Accrued Amounts shall be timely paid following the date of termination in accordance with applicable laws.  All other benefits, if any, due to Executive’s estate following Executive’s termination due to death shall be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive’s estate shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group.  Executive’s estate shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.
 
(b)       Disability.  The Company may terminate Executive’s employment for Disability.  Disability” shall mean Executive’s inability, due to physical or mental incapacity, to perform his duties under this Agreement with substantially the same level of quality as immediately prior to such incapacity for a period of ninety (90) consecutive days or one hundred twenty (120) days during any consecutive six (6) month period.  This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law.  In conjunction with determining Disability for purposes of this Agreement, Executive hereby (i) consents to any such examinations which are relevant to a determination of whether Executive is mentally and/or physically disabled, and (ii) agrees to furnish such medical information as may be reasonably requested.  Upon any such termination, Executive shall be entitled to receive payment of the Accrued Amounts.  All other benefits, if any, due to Executive following Executive’s termination by the Company for Disability shall be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group.  Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.
 
 
3.

 
(c)        Termination for Cause; Voluntary Termination.  At any time, (i) the Company may terminate Executive’s employment for “Cause” (as defined below) by Notice of Termination (as defined in Section 8(e)) specifying the grounds for Cause in reasonable detail, and (ii) Executive may terminate Executive’s employment “voluntarily” (that is, other than by death, Disability or for Good Reason, in accordance with Section 8(a), 8(b) or 8(d), respectively); provided, that Executive shall be required to give at least thirty (30) days advance written notice to the Company of such termination.  Cause” shall mean Executive’s:  (A) material breach of this Agreement, including the willful failure to substantially perform his duties hereunder; (B) willful failure to carry out, or comply with, in any material respect, any lawful and reasonable directive of the Board, not inconsistent with the terms of this Agreement; (C) commission at any time of any act or omission that results in, or that may reasonably be expected to result in, a conviction, plea of guilty or no contest or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (D) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Executive’s duties and responsibilities hereunder; (E) breach of any written policies or procedures of the Company Group that are applicable to Executive and that have previously been provided to Executive, which breach causes or is reasonably expected to cause material economic harm to any member of the Company Group; or (F) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company or any of its affiliates (or any of their respective predecessors or successors), which, for the avoidance of doubt, shall not include any good faith disputes regarding immaterial amounts that relate to Executive’s expense account, reimbursement claims or other de minimis matters; provided, however, that in the case of (A), (B) or (E) above, if any such breach or failure is curable, Executive fails to cure such breach or failure to the reasonable satisfaction of the Board within fifteen (15) days of the date the Company delivers written notice of such breach or failure to Executive.  For purposes of this Agreement, no act or failure to act by Executive shall be considered “willful” unless such act is done or failed to be done intentionally and in bad faith.
 
Upon the termination of Executive’s employment pursuant to this Section 8(c), Executive shall be entitled to receive payment of the Accrued Amounts.  All other benefits, if any, due to Executive following Executive’s termination of employment pursuant to this Section 8(c) shall be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group.  Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment.
 
 
4.

 
(d)       Termination for Good Reason or Without Cause.  At any time, (i) Executive may terminate Executive’s employment for “Good Reason” (as defined below), provided the Company has not previously notified him of its intent to terminate his employment for Cause and (ii) the Company may terminate Executive’s employment without Cause (that is, other than by death, Disability or for Cause, in accordance with Section 8(a), 8(b) or 8(c), respectively).  Good Reason” shall mean the occurrence, without Executive’s prior written consent, of any of the following events:  (A) a material reduction in the nature or scope of Executive’s responsibilities, duties and/or authority; provided, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Executive’s responsibilities, duties and/or or authority are materially reduced; (B) a material reduction in Executive’s then-current Base Salary, which the Company and Executive agree is at least 10% of Executive’s then-current Base Salary; provided, that a reduction in Base Salary shall not be “Good Reason” to the extent that the salary reduction is made as part of a broader salary reduction program of the Company Group affecting a majority of similarly situated employees; (C) a material reduction in the responsibilities, duties and/or authority of the supervisor to whom Executive is required to report; (D) the relocation of Executive’s primary office to a location that increases Executive’s one-way commute by more than sixty (60) miles; or (E) any other material breach by the Company of a material term of this Agreement, including but not limited to a breach of Section 10(d)(iii) by failing to cause any successor to the Company to expressly assume and agree to perform in all material respects this Agreement; provided, that any such event described in (A) through (E) above shall not constitute Good Reason unless Executive delivers to the Company a Notice of Termination for Good Reason within ninety (90) days after the initial existence of the circumstances giving rise to Good Reason, and within thirty (30) days following the receipt of such Notice of Termination for Good Reason the Company has failed to reasonably cure the circumstances giving rise to Good Reason, and Executive resigns from all positions he then-holds with the Company Group effective not later than six (6) months following the initial existence of the circumstances giving rise to Good Reason.
 
Upon the termination of Executive’s employment hereunder pursuant to this Section 8(d), and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definitions thereunder, a “Separation From Service”), Executive shall receive (A) the Accrued Amounts, and, (B) subject to Executive’s execution, delivery and non-revocation of an effective release of all claims against the Company Group substantially in the form attached hereto as Exhibit A (the “Release”) within the sixty (60) day period following the date of Executive’s Separation From Service, the following severance benefits (collectively, the “Severance Benefits”): 
 
(i)         an amount equal to 12 months of Executive’s then-current Base Salary, ignoring any decrease in Base Salary that forms the basis for Good Reason, paid in equal installments on the Company’s normal payroll schedule over the 12 month period immediately following the date of Separation From Service (the “Severance Period”), except as set forth below (the “Salary Continuation”).
 
 
5.

 
(ii)        an amount equal to the Annual Bonus for the year of his Separation from Service that Executive would have earned (had Executive remain employed through the payment date), based on actual achievement of the designated performance metrics, pro-rated based on the number of days served in the year of termination, unless such Separation From Service occurs on or within twelve (12) months after a Change in Control, in which case the payment under this clause (ii) shall not be pro-rated, in either case, paid in equal installments on the Company’s normal payroll schedule over the remainder of the Severance Period from and after the date the Company determines (as part of its determination for all bonus eligible employees) actual performance and the amount of bonus that would have been earned based on such performance (which determination date will be not later than March 15 of the year following the year of performance);
 
(iii)       if Executive is participating in the Company’s employee group health insurance plans on the date of Separation From Service and subject to Executive making a timely election to continue such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, or, if applicable, state or local insurance laws (“COBRA”), then the Company shall pay, directly to the COBRA carrier, as and when due, the COBRA premiums necessary to continue Executive’s health insurance coverage in effect for himself and his eligible dependents on the termination date until the earliest of (A) the month in which the Severance Period ends, (B) the expiration of eligibility for the continuation coverage under COBRA, or (C) the date when Executive or his dependents become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums for the remainder of the COBRA Payment Period, the Company will instead pay Executive on the first day of each month of the remainder of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period.  If Executive becomes eligible for coverage under another employer's group health plan or otherwise ceases to be eligible for COBRA during the period provided in this clause, Executive must immediately notify the Company of such event, and all payments and obligations under this clause shall cease. 
 
(iv)       if such Separation From Service occurs on or within twelve (12) months after a Change in Control (as defined in the Parent’s 2009 Stock Incentive Plan), one hundred percent (100%) of Executive’s then-outstanding equity awards shall become vested (and exercisable, as applicable) effective as of the date of Executive’s Separation from Service. 
 
All of the Severance Benefits are subject to deductions for applicable tax withholdings.  No Severance Benefits will be paid prior to the day that is sixty (60) days following the date of Separation From Service. On the sixtieth (60th) day following the date of Separation From Service, the Company shall pay in a lump sum the aggregate amount of the cash Severance Benefits that the Company would have paid Executive through such date had the payments commenced on the Separation From Service through such sixtieth (60th) day, with the balance paid thereafter on the applicable schedules described above.
 
 
6.

 
All other benefits, if any, due Executive following a termination pursuant to this Section 8(d) shall be determined in accordance with the plans, policies and practices of the Company Group; provided, that Executive shall not be entitled to any payments or benefits under any severance plan, policy or program of the Company Group.  Payments under this Agreement are intended to fulfill any statutory obligation to provide notice or pay in lieu of notice.  Executive shall not accrue any additional compensation (including any Base Salary or Annual Bonus) or other benefits under this Agreement following such termination of employment. 
 
(e)        Notice of Termination.  Any termination of the Executive’s employment by the Company or by Executive shall be communicated by written Notice of Termination to the other Party in accordance with the Notice requirements set forth in Section 10(e) of this Agreement.  For purposes of this Agreement, “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and shall, to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.
 
(f)        Board/Committee Resignation.  Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the board of directors (and any committees thereof) of each of the members of the Company Group.
 
(g)        Taxes.  Notwithstanding any other provision of this Agreement to the contrary, if payments made or benefits provided pursuant to this Section 8 or otherwise from the Company Group or any person or entity are considered “parachute payments” under Section 280G of the Code, then such parachute payments shall be limited to the greatest amount that may be paid to Executive under Section 280G of the Code without causing any loss of deduction to the Company Group under such section, but only if, by reason of such reduction, the net after tax benefit to Executive shall exceed the net after tax benefit if such reduction were not made.  Net after tax benefit” for purposes of this Agreement shall mean the sum of (i) the total amounts payable to the Executive under Section 8, plus (ii) all other payments and benefits which the Executive receives or then is entitled to receive from the Company Group or otherwise  that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (iii) the amount of federal and state income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based upon the rate in effect for such year as set forth in the Code at the time of termination of Executive’s employment), less (iv) the amount of excise taxes imposed with respect to the payments and benefits described in (i) and (ii) above by Section 4999 of the Code.  The determination as to whether and to what extent payments are required to be reduced in accordance with this Section 8(g) shall be made at the Company’s expense by a nationally recognized certified public accounting firm as may be designated by the Company prior to a change in control (the “Accounting Firm”).  In the event of any mistaken underpayment or overpayment under this Agreement, as determined by the Accounting Firm, the amount of such underpayment or overpayment shall forthwith be paid to Executive or refunded to the Company, as the case may be, with interest at one hundred twenty (120%) of the applicable Federal rate provided for in Section 7872(f)(2) of the Code.  Any reduction in payments required by this Section 8(g) shall occur in the following order:  (1) any cash severance, (2) any other cash amount payable to Executive, (3) any benefit valued as a “parachute payment,” (4) the acceleration of vesting of any equity awards that are options, and (5) the acceleration of vesting of any other equity awards.  Within any such category of payments and benefits, a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that are.  In the event that acceleration of compensation from equity awards is to be reduced, such acceleration of vesting shall be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant.
 
 
7.

 
9.         Restrictive Covenants.
 
(a)        Noncompetition.  In consideration of the payments by the Company to Executive pursuant to this Agreement, Executive hereby covenants and agrees that, during Executive’s employment with the Company and for the one-year period following the date of Executive’s termination for any reason (the “Restricted Period”), Executive shall not, without the prior written consent of the Company, engage in “Competition” (as defined below) with the Company Group.  For purposes of this Agreement, if Executive takes any of the following actions he shall be engaged in “Competition:” engaging in or carrying on, directly or indirectly, any enterprise, whether as an advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant to any entity or individual to provide any product or service that competes with a product or service of the Company with which the Executive worked, or about which he acquired any Confidential Information (as defined below) during his employment with the Company.  An action shall not be considered Competition if it is outside the scope of the following: (i) the provision of any form of mobile satellite telecommunications, whether voice or data, as the term “telecommunications” is defined in the Communications Act of 1934, as amended, and (ii) any other material line of business which the Company Group enters into during the period of Executive’s employment or has undertaken preparation to enter into at the time of Executive’s termination.  Notwithstanding the foregoing, “Competition” shall not include the practice of law, whether in a law firm, in public service or as in house counsel, nor the passive ownership of securities in any entity and exercise of rights appurtenant thereto, so long as such securities represent no more than two percent (2%) of the voting power of all securities of such enterprise.
 
(b)       Non-Solicitation and No Hire.  In further consideration of the payments by the Company to Executive pursuant to this Agreement, Executive hereby covenants and agrees that, during the Restricted Period, Executive shall not (i) induce or attempt to induce any employee or consultant of the Company Group to leave the employ or services of the Company Group, or in any way interfere with the relationship between the Company Group and any employee or consultant thereof, (ii) except in the performance of Executive’s duties for the Company Group, hire any person who was an employee of the Company Group at any time during the six (6) month period immediately prior to the date on which such hiring would take place, or (iii) call on, solicit or service any customer, supplier, licensee, licensor or other business relation of the Company Group in order to induce or attempt to induce such person to cease doing business with, or reduce the amount of business conducted with, the Company Group, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation of the Company Group.
 
 
8.

 
(c)        Confidential Information.  Executive acknowledges that the Company Group has a legitimate and continuing proprietary interest in the protection of its “Confidential Information” (as defined below) and that it has invested substantial sums and will continue to invest substantial sums to develop, maintain and protect such Confidential Information.  During the period of Executive’s employment and at all times thereafter, Executive shall not, except with the written consent of the Company or in connection with carrying out Executive’s duties or responsibilities hereunder, furnish or make accessible to anyone or use for Executive’s own benefit any trade secrets, confidential or proprietary information of the Company Group, including without limitation its business plans, marketing plans, strategies, systems, programs, methods, trade secrets, employee lists, computer programs, insurance profiles and client lists (hereafter referred to as “Confidential Information”); provided, that such Confidential Information shall not include information which at the time of disclosure or use, was generally available to the public other than by a breach of this Agreement or was available to the party to whom disclosed on a non-confidential basis by disclosure or access provided by the Company or a third party without breaching any obligations of the Company, Executive or such third party or was otherwise developed or obtained legally and independently by the person to whom disclosed without a breach of this Agreement.  Notwithstanding the foregoing, Executive may disclose Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company Group or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information; provided, that, if Executive is ordered by a court or other government agency to disclose any Confidential Information, Executive shall (i) promptly notify the Company of such order, (ii) at the written request of the Company, diligently contest such order at the sole expense of the Company as expenses occur, and (iii) at the written request of the Company, seek to obtain, at the sole expense of the Company, such confidential treatment as may be available under applicable laws for any information disclosed under such order.
 
(d)       Property of the Company.  All memoranda, notes, lists, records and other documents or papers (and all copies thereof) relating to the Company Group, whether written or stored on electronic media (including, without limitation, Executive’s personal computer or laptop), made or compiled by or on behalf of Executive in the course of Executive’s employment with the Company Group, or made available to Executive in the course of Executive’s employment with the Company Group, relating to the Company Group, or to any entity which may hereafter become an affiliate thereof, but excluding Executive’s personal effects, Rolodexes and similar items, shall be the property of the Company, and shall, except as otherwise agreed by the Company in writing, be delivered to the Company promptly upon the termination of Executive’s employment with the Company for any reason or at any other time upon request.
 
(e)        Intellectual Property.  All discoveries, inventions, ideas, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and improvements and enhancements conceived, developed or otherwise made or created or produced by Executive alone or with others, at any time during his employment with any member of the Company Group, and in any way relating to the business activities which are the same as or substantially similar to the business activities carried on by the Company Group or proposed to be extended or expanded by the Company Group, or the products or services of the Company Group, whether or not subject to patent, copyright or other protection and whether or not reduced to tangible form (“Developments”), shall be the sole and exclusive property of the Company.  Executive agrees to, and hereby does, assign to the Company, without any further consideration, all of Executive’s right, title and interest throughout the world in and to all Developments.  Executive agrees that all such Developments that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledges that the Company or one of the members of the Company Group, as the case may be, is the author of such Developments and owns all of the rights comprised in the copyright of such Developments and Executive hereby assigns to the Company without any further consideration all of the rights comprised in the copyright and other proprietary rights Executive may have in any such Development to the extent that it might not be considered a work made for hire.  Executive shall make and maintain adequate and current written records of all Developments and shall disclose all Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request.
 
 
9.

 
(f)        Non-Disparagement. Executive hereby agrees not to defame or disparage any member of the Company Group or any executive, manager, director, or officer of any member of the Company Group in any medium to any person without limitation in time.  The Company hereby agrees that its executives, managers and officers, and the board of directors, executives, managers and officers of the members of the Company Group shall not defame or disparage Executive in any medium to any person without limitation in time.  Notwithstanding this provision, either party may confer in confidence with his or its legal representatives and make truthful statements as required by law.
 
(g)        Enforcement.  The parties agree that the market for the Company Group’s products and services is global, so that this Agreement applies to Executive’s activities wherever they occur.  If, however, after applying the provisions above, a court still decides that this Agreement or any of its restrictions is unenforceable for lack of reasonable geographic limitation and the Agreement or restriction(s) cannot otherwise be enforced the parties agree that the fifty (50) miles radius from any location at which Executive provided services to the Company Group on either a regular or occasional basis during the two years immediately preceding termination of his employment, or if he is still employed, the two years prior to any activity of the Executive that violates this Agreement, shall be the geographic limitation relevant to the contested restriction.  Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Sections 9(a), 9(b), 9(c), 9(d) or 9(e) herein (collectively, the “Covenants”) would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.  In addition, the Company shall be entitled to immediately cease paying any amounts remaining due pursuant to Section 8 (other than the Accrued Amounts) if Executive has violated any provision of Section 9(a) or has materially breached any of his obligations under Sections 9(b), 9(c), 9(d) or 9(e) of this Agreement.  Executive understands that the provisions of Sections 9(a) and 9(b) may limit his ability to earn a livelihood in a business similar to the business of the Company but he nevertheless agrees and hereby acknowledges that (i) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, (ii) such provisions contain reasonable limitations as to time and scope of activity to be restrained, (iii) such provisions are not harmful to the general public, (iv) such provisions are not unduly burdensome to Executive, and (v) the consideration provided hereunder is sufficient to compensate Executive for the restrictions contained in Sections 9(a) and 9(b).  In consideration of the foregoing and in light of Executive’s education, skills and abilities, Executive agrees that he shall not assert that, and it should not be considered that, any provisions of Sections 9(a) and 9(b) otherwise are void, voidable or unenforceable or should be voided or held unenforceable.  It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in Sections 9(a) and 9(b) to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.  In any such action, suit or proceeding to enforce the Covenants, the prevailing Party shall be entitled to an award of its or his reasonable attorneys’ fees and costs incurred.
 
 
10.

 
10.       Miscellaneous.
 
(a)        Executive’s Representations.  Executive hereby represents and warrants to the Company that (i) Executive has read this Agreement in its entirety, fully understands the terms of this Agreement, has had the opportunity to consult with counsel prior to executing this Agreement, and is signing the Agreement voluntarily and with full knowledge of its significance, (ii) the execution, delivery and performance of this Agreement by Executive does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (iii) Executive is not a party to or bound by an employment agreement, non-compete agreement or confidentiality agreement with any other person or entity which would interfere in any material respect with the performance of his duties hereunder, and (iv) Executive shall not use any confidential information or trade secrets of any person or party other than the Company Group in connection with the performance of his duties hereunder.
 
(b)       Mitigation.  Executive shall have no duty to mitigate his damages by seeking other employment and, should Executive actually receive compensation from any such other employment, the payments required hereunder shall not be reduced or offset by any other compensation except as specifically provided herein.
 
(c)        Waiver.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Executive and an officer of the Company (other than Executive) duly authorized by the Board to execute such amendment, waiver or discharge.  No waiver by either Party of any breach of the other Party of, or compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
 
 
11.

 
(d)       Successors and Assigns.
 
(i)         This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.
 
(ii)        This Agreement shall inure to the benefit of and be binding upon the Company and its successors and, other than as set forth in Section 10(d)(iii), shall not be assignable by the Company without the prior written consent of the Executive (which shall not be unreasonably withheld).
 
(iii)       The Agreement shall be assignable by the Company to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company; provided that, the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.
 
(e)        Notice.  For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, if delivered by overnight courier service, or if mailed by registered mail, return receipt requested, postage prepaid, addressed to the respective addresses or sent via facsimile or email to the respective facsimile numbers and email addresses, as the case may be, as set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt; provided, however, that (i) notices sent by personal delivery, email or overnight courier shall be deemed given when delivered, (ii) notices sent by facsimile transmission shall be deemed given upon the sender’s receipt of confirmation of complete transmission, and (iii) notices sent by registered mail shall be deemed given two days after the date of deposit in the mail.
 
If to Executive, to such address (including Company email address) as shall most currently appear on the records of the Company.
 
If to the Company, to its primary business location, that, as of the Effective Date of this Agreement, is:
 
Iridium Communications Inc.
1750 Tysons Boulevard, Suite 1400
McLean, VA 22102
Facsimile: (703) 287-7425
Attention:  CEO
 
 
12.

 
(f)        GOVERNING LAW; CONSENT TO JURISDICTION.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE COMMONWEALTH OF VIRGINIA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF VIRGINIA TO BE APPLIED.  IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE COMMONWEALTH OF VIRGINIA WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.  ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN FAIRFAX COUNTY, VIRGINIA OR THE EASTERN DISTRICT OF VIRGINIA.  EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.
 
(g)        JURY TRIAL WAIVER.  THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT.
 
(h)       Set Off.  The Company’s obligation to pay Executive the amounts and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of any amounts owed by Executive to the Company or any of its affiliates except to the extent any such set-off, counterclaim or recoupment would violate, or result in the imposition of tax under Section 409A of the Code, in which case such right shall be null and void.
 
(i)         Compliance with Code Section 409A.  It is intended that all of the payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions.  For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether Severance Payments, expense reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Agreement shall at all times be considered a separate and distinct payment.  Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and if any of the payments, including the Severance Benefits, upon Separation From Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” (including as a result of the terms of Offer Letter), then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s Separation From Service with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation.  Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided in this Agreement or in the applicable agreement.  No interest shall be due on any amounts so deferred.
 
 
13.

 
(j)        Severability of Invalid or Unenforceable Provisions.  The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
 
(k)       Advice of Counsel and Construction.  Each Party acknowledges that such Party had the opportunity to be represented by counsel in the negotiation and execution of this Agreement.  Accordingly, the rule of construction of contract language against the drafting party is hereby waived by each Party.
 
(l)         Entire Agreement.  This Agreement sets forth the entire agreement of the Parties in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written in respect of the subject matter contained herein.
 
(m)      Withholding Taxes.  The Company shall be entitled to withhold from any payment due to Executive hereunder any amounts required to be withheld by applicable tax laws or regulations.
 
(n)       Section Headings.  The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
 
(o)        Cooperation.  During the period of Executive’s employment and at any time thereafter, Executive agrees to cooperate (i) with the Company in the defense of any legal matter involving any matter that arose during Executive’s employment with the Company Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to the Company Group.  Following termination of Employee’s employment for any reason, Employee shall fully cooperate with the Company in all matters relating to the winding up of Employee’s pending work and the orderly transfer of any such pending work to such other Employees as may be designated by the Company Group. The Company will reimburse Executive for any reasonable travel and out of pocket expenses incurred by Executive in providing such cooperation.
 
(p)       Survival.  Sections 7, 8(d), 8(g), 9, and 10 shall survive and continue in full force in accordance with their terms notwithstanding any termination of Executive’s employment with the Company Group.
 
 
14.

 
(q)       Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
 
 
15.

 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
 
 
IRIDIUM COMMUNICATIONS INC.
 
 
 
By:
/s/ Matthew J. Desch
 
 
Name: Matthew J. Desch
 
 
Title:  Chief Executive Officer
 
 
 
 
EXECUTIVE
 
 
 
/s/ Thomas D. Hickey
 
Thomas D. Hickey
 
[Signature Page to Employment Agreement]
 
 
16.

 
EXHIBIT A
 
GENERAL RELEASE
 
THIS AGREEMENT AND RELEASE, dated as of __________, 20__ (this “Agreement”), is entered into by and between Thomas D. Hickey (“Executive”) and Iridium Communications Inc. (the “Company”).
 
WHEREAS, Executive’s employment with the Company [will terminate/has terminated] effective as of __________, 201_;
 
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, Executive and the Company hereby agree as follows:
 
1.         Executive shall be provided severance pay and other benefits (the “Severance Benefits”) in accordance with the terms and conditions of Section 8(d) of the employment agreement by and between Executive and the Company, dated as of December 31, 2010 (the “Employment Agreement”); provided that, no such Severance Benefits shall be paid or provided if Executive revokes this Agreement pursuant to Section 6 below.
 
2.         Executive, for and on behalf of himself and Executive’s heirs, successors, agents, representatives, executors and assigns, hereby waives and releases any common law, statutory or other complaints, claims, demands, expenses, damages, liabilities, charges or causes of action (each, a “Claim”) arising out of or relating to Executive’s employment or termination of employment with, Executive’s serving in any capacity in respect of, or Executive’s status at any time as a holder of any securities of, any of the Company and any other affiliates of the Company (collectively, the “Company Group”), both known and unknown, in law or in equity, which Executive may now have or ever had against any member of the Company Group or any equityholder, agent, representative, administrator, trustee, attorney, insurer, fiduciary, employee, director or officer of any member of the Company Group, including their successors and assigns (collectively, the “Company Releasees”), including, without limitation, any claim for any severance benefit which might have been due Executive under any previous agreement executed by and between any member of the Company Group and Executive, and any complaint, charge or cause of action arising out of his employment with the Company Group under the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which prohibits discrimination on the basis of age against individuals who are age 40 or older), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act, the Equal Pay Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act, and the Virginia Human Rights Act, the Virginians with Disabilities Act, all as amended; and all other federal, state and local statutes, ordinances and regulations.  By signing this Agreement, Executive acknowledges that Executive intends to waive and release any rights known or unknown Executive may have against the Company Releasees under these and any other laws; provided that, Executive does not waive or release Claims (i) with respect to the right to enforce this Agreement or those provisions of the Employment Agreement that expressly survive the termination of Executive’s employment with the Company, (ii) with respect to any vested right Executive may have under any employee pension or welfare benefit plan of the Company Group, or (iii) any rights to indemnification preserved by Section 7 of the Employment Agreement or under any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Parent’s certificates of incorporation, charter and by-laws, or (iv) with respect to any claims that cannot legally be waived.
 
 
1.

 
3.         Excluded from this Release are any claims which cannot be waived by law and any claims for vested benefits under the terms of the Company’s employee benefit plans and programs.  Executive is waiving, however, his right to any monetary recovery should any governmental agency or entity, such as the EEOC or the DOL, pursue any claims on his behalf.  Executive also acknowledges that (i) the consideration given to him in exchange for the waiver and release in this Release is in addition to anything of value to which he was already entitled, and (ii) that he has been paid for all time worked, has received all the leave, leaves of absence and leave benefits and protections for which he is eligible, and has not suffered any on-the-job injury for which he has not already filed a claim.
 
4.         Executive acknowledges that he is knowingly and voluntarily waiving and releasing any rights he may have under the ADEA, as amended. Executive acknowledges that Executive has been given twenty-one (21) days from the date of receipt of this Agreement to consider all of the provisions of the Agreement and, to the extent he has not used the entire 21-day period prior to executing the Agreement, he does hereby knowingly and voluntarily waive the remainder of said 21-day period.  Executive further acknowledges that he has been advised by this writing that:  (a) his waiver and release do not apply to any rights or claims that may arise after the execution date of this Release; (b) HE HAS READ THIS AGREEMENT CAREFULLY,  (C) HE HAS BEEN ADVISED BY THE COMPANY TO CONSULT AN ATTORNEY, AND (D) HE FULLY UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE COMPANY RELEASEES, AS DESCRIBED HEREIN AND THE OTHER PROVISIONS HEREOF.  EXECUTIVE ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY.
 
5.         Executive shall have seven (7) days from the date of Executive’s execution of this Agreement to revoke the release, including with respect to all claims referred to herein (including, without limitation, any and all claims arising under ADEA).  If Executive revokes the Agreement, Executive will be deemed not to have accepted the terms of this Agreement.
 
6.         Executive hereby agrees not to defame or disparage any member of the Company Group or any executive, manager, director, or officer of any member of the Company Group in any medium to any person without limitation in time.  The Company hereby agrees that its executives, managers and officers, and the board of directors, executives, managers and officers of the members of the Company Group shall not defame or disparage Executive in any medium to any person without limitation in time.  Notwithstanding this provision, either party may confer in confidence with his or its legal representatives and make truthful statements as required by law.
 
 
2.

 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
 
 
IRIDIUM COMMUNICATIONS INC.
 
 
 
 
 
By:
 
Its:
 
 
 
EXECUTIVE
 
 
 
 
 
Thomas D. Hickey
 
 
3.

 
EX-21.1 13 v367143_ex21-1.htm EXHIBIT 21.1
EXHIBIT 21.1
 
SUBSIDIARIES OF IRIDIUM COMMUNICATIONS INC.
 
Subsidiary
 
Jurisdiction of Organization
Aireon LLC
 
Delaware
Iridium Blocker-B Inc.
 
Delaware
Syncom-Iridium Holdings Corp.
 
Delaware
Iridium Holdings LLC
 
Delaware
Iridium Satellite LLC
 
Delaware
Iridium Constellation LLC
 
Delaware
Iridium Carrier Holdings LLC
 
Delaware
Iridium Carrier Services LLC
 
Delaware
Iridium Government Services LLC
 
Delaware
OOO Iridium Services
 
Russia
OOO Iridium Communications
 
Russia
 
 
 
EX-23.1 14 v367143_ex23-1.htm EXHIBIT 23.1
Exhibit 23.1
 
Consent of Independent Registered Public Accounting Firm
 
We consent to the incorporation by reference in the Registration Statements (Form S-3 Nos. 333-162206, 333-165513 and 333-193796, and Form S-8 Nos. 333-165508 and 333-181744) of Iridium Communications Inc. of our reports dated March 4, 2014, with respect to the consolidated financial statements of Iridium Communications Inc. and the effectiveness of internal control over financial reporting of Iridium Communications Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 2013.
 
/s/ Ernst & Young LLP
 
McLean, VA
March 4, 2014
 
 
 
EX-31.1 15 v367143_ex31-1.htm EXHIBIT 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 annual report on Form 10-K 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: March 4, 2014
/s/ Matthew J. Desch
 
Matthew J. Desch
 
Chief Executive Officer
 
(principal executive officer)
 
 
 
EX-31.2 16 v367143_ex31-2.htm EXHIBIT 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 annual report on Form 10-K 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: March 4, 2014 
/s/ Thomas J. Fitzpatrick 
 
Thomas J. Fitzpatrick
 
Chief Financial Officer and Chief Administrative Officer
 
(principal financial officer)
 
 
 
EX-32.1 17 v367143_ex32-1.htm EXHIBIT 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2013, to which this Certification is attached as Exhibit 32.1 (the “Form 10-K”), 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 Form 10-K fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Form 10-K and results of operations of the Company for the periods covered in the financial statements in the Form 10-K.
 
Dated: March 4, 2014
 
/s/ Matthew J. Desch 
 
/s/ Thomas J. Fitzpatrick 
Matthew J. Desch
 
Thomas J. Fitzpatrick
Chief Executive Officer
 
Chief Financial Officer and Chief Administrative Officer
 
This certification accompanies the Form 10-K and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
 
 
 
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0001418819 irdm:Warrants1150Member 2013-01-01 2013-09-30 0001418819 irdm:SectionThreeMember 2013-01-01 2013-12-31 0001418819 country:US 2011-01-01 2011-12-31 0001418819 country:CA 2011-01-01 2011-12-31 0001418819 country:GB 2011-01-01 2011-12-31 0001418819 irdm:OtherCountriesMember 2011-01-01 2011-12-31 0001418819 irdm:KosmotrasMember 2011-06-30 0001418819 us-gaap:ForeignCountryMember 2013-12-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><strong>10</strong><strong>. Stock-Based Compensation</strong></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">During 2012, the Company&#8217;s stockholders approved a stock incentive plan (the &#8220;2012 Stock Incentive Plan&#8221;) 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 December 31, 2013, <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 13,416,019</font> shares of common stock were authorized for issuance as awards under the 2012 Stock Incentive Plan.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in; TEXT-INDENT: 0in"> <font style="FONT-SIZE: 10pt"></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <i><font style="FONT-SIZE: 10pt"></font></i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <i><font style="FONT-SIZE: 10pt">Stock Option Awards</font></i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">The stock option awards granted to employees generally (i)&#160;have a term of <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">ten years</font>, (ii)&#160;vest over a four-year period with <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 25</font>% vesting after the first year of service and ratably on a quarterly basis thereafter, (iii)&#160;are contingent upon employment on the vesting date, and (iv)&#160;have an exercise price equal to the fair value of the underlying shares at the date of grant. The stock option awards granted to the Company&#8217;s board of directors generally (i)&#160;represent a portion of their annual compensation, (ii) have a term of <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">ten years</font>, (iii)&#160;vest over the calendar year with <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 25</font>% vesting on the last day of each calendar quarter, (iv)&#160;are contingent upon continued service on the vesting date, and (v)&#160;have an exercise price equal to the fair value of the underlying shares at the date of grant. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility for options granted was based on the actual historical volatility of the Company&#8217;s stock price. The expected term of the award was calculated using the simplified method as the Company currently does not have sufficient experience of its own option exercise patterns. The Company does not anticipate paying dividends during the expected term of the grants; therefore, the dividend rate was assumed to be zero. The risk-free interest rate assumed is based upon U.S. Treasury Bond interest rates with similar terms at similar dates. To the extent the Company&#8217;s actual forfeiture rate is different from its estimate of forfeitures, the stock-based compensation may differ in future periods.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">The stock options granted to consultants are generally subject to service 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.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Assumptions used in determining the fair value of the Company&#8217;s options were as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 87%; BORDER-COLLAPSE: collapse; MARGIN: 0in 0in 0in 0.5in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; 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FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>2011</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; 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FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>42%&#160;-&#160;45%</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>40%&#160;-&#160;45%</div> </td> <td style="FONT-SIZE: 10pt; 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FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">During 2013, the Company granted approximately <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 1.2</font>&#160;million and less than <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 0.1</font>&#160;million stock options to its employees and non-employee consultants, respectively. 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The estimated aggregate grant-date fair value of the options granted to directors during 2013 was $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">0.2</font> million.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>A summary of the activity of the Company&#8217;s stock options as of December&#160;31, 2013 is as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; 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FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Weighted-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="51%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Weighted-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Average</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="51%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Average</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Remaining</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Aggregate</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="51%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Exercise&#160;Price</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Contractual</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Intrinsic</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="51%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Shares</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Per&#160;Share</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Term&#160;(Years)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="51%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="37%" colspan="9"> <div> (In&#160;thousands,&#160;except&#160;years&#160;and&#160;per&#160;share&#160;data)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="51%"> <div>Options outstanding at January 1, 2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>5,431</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>8.30</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="51%"> <div>Granted</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,339</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>6.31</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="51%"> <div>Cancelled or expired</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>(340)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>8.62</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="51%"> <div>Exercised</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>(4)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>6.54</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; 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The estimated aggregate grant-date fair value of the RSUs granted to directors during 2013 was $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">0.8</font> million.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">A summary of the Company&#8217;s activity for the year ended December&#160;31, 2013 for outstanding RSUs is as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; 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FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Average</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Grant&#160;Date</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Fair&#160;Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>RSUs</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Per&#160;RSU</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>Outstanding at January 1, 2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,007</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7.60</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="50%"> <div>Granted</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>863</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>6.18</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="50%"> <div>Forfeited</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 3px" width="8%"> <div>(310)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7.25</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="50%"> <div>Released</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 3px" width="8%"> <div>(254)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7.56</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>Outstanding at December 31, 2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,306</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>6.76</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>Vested at December 31, 2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>346 <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">A<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> summary of the Company&#8217;s activity for the year ended December&#160;31, 2013 for unvested RSUs is as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 70%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Weighted-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Average</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Grant&#160;Date</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Fair&#160;Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>RSUs</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Per&#160;RSU</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>Non-vested at January 1, 2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>740</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7.56</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="50%"> <div>Granted</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>863</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>6.18</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="50%"> <div>Vested</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 2px" width="8%"> <div>(333)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7.34</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="50%"> <div>Forfeited</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 2px" width="8%"> <div>(310)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7.25</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>Non-vested at December 31, 2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>960</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; 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table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <strong>4<font style="FONT-SIZE: 10pt">. Equity Instruments</font></strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <i><font style="FONT-SIZE: 10pt">&#160;</font></i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <i><font style="FONT-SIZE: 10pt">$<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">7.00</font> Warrants</font></i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">In connection with the Company&#8217;s initial public offering (&#8220;IPO&#8221;) in February 2008, the Company sold <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 40.0</font>&#160;million units at a price of $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">10.00</font> per unit. Each unit consisted of one share of common stock and one common stock purchase warrant (&#8220;$7.00 Warrant&#8221;). Each $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">7.00</font> Warrant entitled the holder to purchase from the Company one share of common stock at a price of $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">7.00</font> per share.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">During 2012, the Company issued <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 1.3</font> million shares of common stock resulting from the exercise of <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 1.3</font> million $7.00 Warrants. The Company received proceeds of $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">9.1</font> million as a result of these warrant exercises.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">During 2012, the Company entered into privately negotiated warrant exchange agreements with the largest holder of the outstanding $7.00 Warrants. 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FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>Net income attributable to common stockholders</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>55,517</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>62,939</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>41,035</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>Net income allocated to participating securities</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 4px" width="10%"> <div>(46)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 4px" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 4px" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 4px" width="10%"> <div>(54)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 4px" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 4px" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 4px" width="10%"> <div>(29)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 19px" width="43%"> <div>Numerator for basic net income per share</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>55,471</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>62,885</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>41,006</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 28px" width="43%"> <div>Dividends on Series A Preferred Stock</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>7,000</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>1,692</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 20px" width="43%"> <div>Numerator for diluted net income per share</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>62,471</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>64,577</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>41,006</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Denominator:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 12px" width="43%"> <div>Denominator for basic net income per share -<br/> &#160;&#160;&#160;&#160; weighted average outstanding common shares</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>76,909</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>74,239</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>72,164</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 12px" width="43%"> <div>Dilutive effect of warrants</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>1,272</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>1,395</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 12px" width="43%"> <div>Dilutive effect of stock options</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>6</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 12px" width="43%"> <div>Dilutive effect of Series A Preferred Stock</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>10,602</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>2,665</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 21px" width="43%"> <div>Denominator for diluted net income per share</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>87,511</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>78,182</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>73,559</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Net income per share - basic</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>0.72</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>0.85</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>0.57</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Net income per share - diluted</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>0.71</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>0.83</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>0.56</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 9pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">For the year ended December&#160;31, 2013, warrants to purchase <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 0.4</font>&#160;million shares of common stock and options to purchase <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 5.2</font>&#160;million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive. 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These grants could have dilutive effects on net income per share in future periods.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-SIZE: 10pt">For the year ended</font>&#160;December&#160;31, 2012, warrants to purchase <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 0.3</font>&#160;million shares of common stock, options to purchase <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 4.3</font>&#160;million shares of common stock and <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 0.5</font> million unvested RSUs were not included in the computation of diluted net income per share as the effect would be anti-dilutive.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman','serif'"><font style="FONT-SIZE: 10pt"></font></font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman','serif'"><font style="FONT-SIZE: 10pt">For the year ended&#160;</font> &#160;December&#160;31, 2011, warrants to purchase <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 5.8</font>&#160;million shares of common stock and options to purchase <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 4.6</font>&#160;million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive.</font></div> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <strong><i><font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif">Property and Equipment</font></font></i></strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif">Property and equipment is carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the following estimated useful lives:</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="FONT-SIZE: 10pt; WIDTH: 85%; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="85%" border="0"> <tr> <td style="BORDER-TOP: #f0f0f0; BORDER-RIGHT: #f0f0f0; WIDTH: 50%; BORDER-BOTTOM: #f0f0f0; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; PADDING-LEFT: 0in; BORDER-LEFT: #f0f0f0; PADDING-RIGHT: 0in; BACKGROUND-COLOR: transparent" valign="top" width="50%"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="left"><font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> Satellites</font></font></div> </td> <td style="BORDER-TOP: #f0f0f0; BORDER-RIGHT: #f0f0f0; 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BORDER-RIGHT: #f0f0f0; WIDTH: 50%; BORDER-BOTTOM: #f0f0f0; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; PADDING-LEFT: 0in; BORDER-LEFT: #f0f0f0; PADDING-RIGHT: 0in; BACKGROUND-COLOR: transparent" valign="top" width="50%"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="left"><font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> 3</font></font><font style="FONT-FAMILY:times new roman,times,serif">-<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">7</font> years</font></font></div> </td> </tr> <tr> <td style="BORDER-TOP: #f0f0f0; BORDER-RIGHT: #f0f0f0; WIDTH: 50%; BORDER-BOTTOM: #f0f0f0; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; PADDING-LEFT: 0in; BORDER-LEFT: #f0f0f0; PADDING-RIGHT: 0in; BACKGROUND-COLOR: transparent" valign="top" width="50%"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="left"><font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> Building</font></font></div> </td> <td style="BORDER-TOP: #f0f0f0; 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Satellites are depreciated on a straight-line basis through the earlier of the estimated remaining useful life or the date they are expected to be replaced by Iridium NEXT satellites. 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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 consolidated statements of operations and comprehensive income. The Company recorded an increase of&#160;$<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">6.9</font> million&#160;for the&#160;warranty&#160;provision for the year ended December 31,&#160;2013 compared to the prior year,&#160;primarily due to higher warranty claims and other warranty-related initiatives for the Iridium Pilot<sup>&#174;</sup> terminals. 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FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="27%" colspan="5"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Balance at beginning of the period</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>4,050</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>4,101</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>11,690</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>4,795</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Utilization</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right" width="12%"> <div>(6,887)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="12%"> <div>(4,846)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Balance at end of the period</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>8,853</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>4,050</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font></div> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <strong><i><font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif">Fair Value Measurements</font></font></i></strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif">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, deposits and other current assets, accounts receivable, accounts payable, 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:</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font><font style="FONT-FAMILY:times new roman,times,serif">&#160;</font></div> <table style="FONT-SIZE: 10pt; WIDTH: 100%; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td style="BORDER-TOP: #f0f0f0; BORDER-RIGHT: #f0f0f0; WIDTH: 5%; BORDER-BOTTOM: #f0f0f0; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; PADDING-LEFT: 0in; BORDER-LEFT: #f0f0f0; PADDING-RIGHT: 0in; BACKGROUND-COLOR: transparent" valign="top" width="5%"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></font></div> </td> <td style="BORDER-TOP: #f0f0f0; BORDER-RIGHT: #f0f0f0; WIDTH: 5%; BORDER-BOTTOM: #f0f0f0; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; PADDING-LEFT: 0in; BORDER-LEFT: #f0f0f0; PADDING-RIGHT: 0in; 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VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="27%" colspan="5"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Balance at beginning of the period</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>4,050</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>4,101</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>11,690</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>4,795</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Utilization</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right" width="12%"> <div>(6,887)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="12%"> <div>(4,846)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Balance at end of the period</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>8,853</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>4,050</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <font style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'">The following table&#160;summarizes the Company&#8217;s cash and cash equivalents as of December 31, 2013 and 2012:</font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 88.9%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="58%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Recurring&#160;Fair</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="58%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Value&#160;Measurement</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="58%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="19%" colspan="5"> <div>(in&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="58%"> <div>Cash and cash equivalents:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="58%"> <div>Cash</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>86,074</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>166,326</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="58%"> <div>Money market funds</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>88,769</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>88,092</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Level 1</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="58%"> <div>Commercial paper</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>11,499</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Level 2</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 17px" width="58%"> <div>Total Cash and cash equivalents</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>186,342</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>254,418</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'inherit','serif'; FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif">The following table summarizes the Company&#8217;s marketable securities as of December 31, 2013:</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'inherit','serif'; FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:center; TEXT-INDENT: 0in; WIDTH: 100%" align="center"> <table style="MARGIN: 0px:auto; WIDTH: 73%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="50%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700" width="10%" colspan="2"> <div>Recurring Fair</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="50%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>2013</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="9%"> <div>Value&#160;Measurement</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="50%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>(in&#160;thousands)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 700" width="9%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="50%"> <div>Marketable securities:</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="9%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; PADDING-LEFT: 10px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="50%"> <div>Fixed-income debt securities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>57,032</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="9%"> <div>Level 2</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; PADDING-LEFT: 10px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="50%"> <div>Commercial paper</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>19,615</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="9%"> <div>Level 2</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; PADDING-LEFT: 16px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="50%"> <div>Total Marketable securities</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>76,647</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="9%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">The following table presents the contractual maturities of the fixed income debt securities and commercial paper held as of December 31, 2013:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'inherit','serif'; COLOR: black; FONT-SIZE: 10pt"> <font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:Left; TEXT-INDENT: 0in; WIDTH: 100%"> <table style="MARGIN: 0in; WIDTH: 80%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="left"> <tr style="HEIGHT: 11px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="49%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="9%" colspan="2"> <div>Amortized</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="9%" colspan="2"> <div>Gross&#160;Unrealized</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="9%" colspan="2"> <div>Estimated</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="49%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="9%" colspan="2"> <div>Cost</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="9%" colspan="2"> <div>Loss</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="9%" colspan="2"> <div>Fair&#160;Value</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="49%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="29%" colspan="8"> <div>(in&#160;thousands)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="49%"> <div>Fixed-income debt securities:</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; PADDING-LEFT: 10px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="49%"> <div>Mature within one year</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>3,004</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>3,004</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; PADDING-LEFT: 10px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="49%"> <div>Mature after one year and within three years</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>54,044</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 2px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>(16)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>54,028</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="49%"> <div>Commercial paper:</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; PADDING-LEFT: 10px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="49%"> <div>Mature within one year</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>19,615</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>-</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="8%"> <div>19,615</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="49%"> <div>Total</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div>76,663</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 2px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div>(16)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="8%"> <div>76,647</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"></td> </tr> </table> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">Future minimum lease payments, by year and in the aggregate, under noncancelable operating leases at December&#160;31, 2013, are as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 70%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>Operating</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="55%"> <div>Year&#160;ending&#160;December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>Leases</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>2014</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>2,702</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>2015</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>2,867</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>2016</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>2,291</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>2017</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>2,239</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>2018</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>2,302</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Thereafter</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>7,402</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 13px" width="55%"> <div>Total</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>19,803<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">The computations of basic and diluted net income per share are set forth below:</font> <font style="FONT-SIZE: 10pt"></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; BORDER-TOP: #9eb6ce 0px solid; BORDER-RIGHT: #9eb6ce 0px solid; WIDTH: 80%; BORDER-COLLAPSE: collapse; BORDER-BOTTOM: #9eb6ce 0px solid; MARGIN: 0px:auto; BORDER-LEFT: #9eb6ce 0px solid" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>Year&#160;Ended&#160;December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2011</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div> (In&#160;thousands,&#160;except&#160;per&#160;share&#160;data)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Numerator:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>Net income attributable to common stockholders</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>55,517</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>62,939</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>41,035</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>Net income allocated to participating securities</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 4px" width="10%"> <div>(46)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 4px" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 4px" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 4px" width="10%"> <div>(54)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 4px" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 4px" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 4px" width="10%"> <div>(29)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 19px" width="43%"> <div>Numerator for basic net income per share</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>55,471</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>62,885</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>41,006</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 28px" width="43%"> <div>Dividends on Series A Preferred Stock</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>7,000</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>1,692</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 20px" width="43%"> <div>Numerator for diluted net income per share</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>62,471</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>64,577</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>41,006</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Denominator:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 12px" width="43%"> <div>Denominator for basic net income per share -<br/> &#160;&#160;&#160;&#160; weighted average outstanding common shares</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>76,909</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>74,239</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>72,164</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 12px" width="43%"> <div>Dilutive effect of warrants</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>1,272</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>1,395</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 12px" width="43%"> <div>Dilutive effect of stock options</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>6</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 12px" width="43%"> <div>Dilutive effect of Series A Preferred Stock</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>10,602</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>2,665</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 21px" width="43%"> <div>Denominator for diluted net income per share</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>87,511</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>78,182</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>73,559</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Net income per share - basic</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>0.72</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>0.85</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>0.57</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Net income per share - diluted</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>0.71</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>0.83</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 8px" width="10%"> <div>0.56</div> </td> <td style="FONT-SIZE: 10pt; 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Organization and Business</font></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">Iridium Communications Inc. (the &#8220;Company&#8221;), a Delaware corporation, offers voice and data communications services and products to businesses, U.S. and international government agencies and other customers on a global basis. The Company is a provider of mobile voice and data communications services via a constellation of low earth orbiting satellites. 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TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 114</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; 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The Company outsources manufacturing of subscriber equipment&#160;to third-party manufacturers and purchases accessories from third-party suppliers. The Company&#8217;s cost of inventory includes an allocation of overhead (including&#160;payroll and payroll-related costs&#160;of employees directly involved in bringing inventory to its existing condition, and freight). Inventories are valued using the average cost method and are carried at the lower of cost or market. Accordingly, the Company recorded a $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">1.5</font> million expense&#160;included within cost of subscriber equipment&#160;for excess and obsolete inventory&#160;primarily related to Iridium 9505 handset accessories. No similar charge was incurred during 2012.&#160;</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif">The Company has manufacturing agreements with two suppliers to manufacture subscriber equipment, one of which contains minimum monthly purchase requirements. The Company&#8217;s purchases have exceeded the monthly minimum requirements since inception. Pursuant to an agreement with the suppliers, the Company may be required to purchase excess materials if the materials are not used in production within the periods specified in the agreement. 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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 (&#8220;RSUs&#8221;) 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 consolidated statements of operations and comprehensive income in a manner consistent with the classification of the recipient&#8217;s compensation. 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FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="27%" colspan="5"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Property and equipment, net</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>991</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>760</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Inventory</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>43</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>60</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Cost of subscriber equipment</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>32</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>157</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Cost of services (exclusive of depreciation and amortization)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>550</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>608</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Research and development</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>132</div> </td> <td style="FONT-SIZE: 10pt; 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Based on the results of this analysis, the Company estimates that its current constellation of satellites will be operational for longer than previously expected.&#160;As a result, the estimated useful life of the current constellation has been extended and is also consistent with the expected deployment of Iridium NEXT.&#160;This change in estimated useful life resulted in a decrease in depreciation expense compared to the prior year. The change in accounting estimate reduced depreciation expense in 2012 by $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">19.6</font> million. 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Depreciation is calculated using the straight-line method over the following estimated useful lives:</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <table style="FONT-SIZE: 10pt; WIDTH: 85%; BORDER-COLLAPSE: collapse" cellspacing="0" cellpadding="0" width="85%" border="0"> <tr> <td style="BORDER-TOP: #f0f0f0; BORDER-RIGHT: #f0f0f0; WIDTH: 50%; BORDER-BOTTOM: #f0f0f0; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; PADDING-LEFT: 0in; BORDER-LEFT: #f0f0f0; PADDING-RIGHT: 0in; BACKGROUND-COLOR: transparent" valign="top" width="50%"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="left"><font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> Satellites</font></font></div> </td> <td style="BORDER-TOP: #f0f0f0; BORDER-RIGHT: #f0f0f0; 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BORDER-RIGHT: #f0f0f0; WIDTH: 50%; BORDER-BOTTOM: #f0f0f0; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; PADDING-LEFT: 0in; BORDER-LEFT: #f0f0f0; PADDING-RIGHT: 0in; BACKGROUND-COLOR: transparent" valign="top" width="50%"> <div style="CLEAR:both;MARGIN: 0in 0in 0pt" align="left"><font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY:times new roman,times,serif">shorter of useful life or remaining lease term<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font></font></font></div> </td> </tr> </table> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font>&#160;</div> <div style="CLEAR:both; 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FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="27%" colspan="5"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; 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FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>4,101</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>11,690</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>4,795</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Utilization</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right" width="12%"> <div>(6,887)</div> </td> <td style="FONT-SIZE: 10pt; 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FONT-STYLE: normal; TEXT-ALIGN: left" width="58%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; 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FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; 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BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>88,769</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>88,092</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; 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VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>11,499</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Level 2</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 17px" width="58%"> <div>Total Cash and cash equivalents</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>186,342</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>254,418</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif">&#160;</font> &#160; <font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <i><font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>Marketable Securities</font></font></i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <i><font style="FONT-SIZE: 10pt"></font></i>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt; FONT-FAMILY: 'inherit','serif'"><font style="FONT-FAMILY:times new roman,times,serif"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>The following table summarizes the Company&#8217;s marketable securities as of December 31, 2013:</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt; FONT-FAMILY: 'inherit','serif'"><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 73%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: center" width="10%" colspan="2"> <div>Recurring Fair</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%"> <div>Value&#160;Measurement</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>(in&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>Marketable securities:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="9%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="50%"> <div>Fixed-income debt securities</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>57,032</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%"> <div>Level 2</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="50%"> <div>Commercial paper</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>19,615</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%"> <div>Level 2</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 16px" width="50%"> <div>Total Marketable securities</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; 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FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">As of December 31, 2013, all investments in fixed income securities with original maturities in excess of three months are included in marketable securities on the consolidated balance sheet.<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> The following table presents the contractual maturities of the fixed income debt securities and commercial paper held as of December 31, 2013:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt; FONT-FAMILY: 'inherit','serif'; COLOR: black"> <font style="FONT-FAMILY:times new roman,times,serif">&#160;</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 85%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="48%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>Amortized</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>Gross&#160;Unrealized</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>Estimated</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="48%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>Cost</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>Loss</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>Fair&#160;Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="48%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>(in&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="48%"> <div>Fixed-income debt securities:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="48%"> <div>Mature within one year</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>3,004</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>3,004</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="48%"> <div>Mature after one year and within three years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>54,044</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 2px" width="10%"> <div>(16)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>54,028</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="48%"> <div>Commercial paper:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="48%"> <div>Mature within one year</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>19,615</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>19,615</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="48%"> <div>Total</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>76,663</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 2px" width="10%"> <div>(16)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>76,647</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt; FONT-FAMILY: 'inherit','serif'"><font style="FONT-FAMILY:times new roman,times,serif">The Company&#8217;s gross and net-of-tax unrealized loss on marketable securities for the year ended December 31, 2013 was approximately $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">16,000</font> an<font style="BACKGROUND-COLOR: transparent">d <font style="BACKGROUND-IMAGE: none; BACKGROUND-REPEAT: repeat; BACKGROUND-ATTACHMENT: scroll; BACKGROUND-POSITION: 0% 0%"> $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">10,000</font></font>, r</font>espectively. The change in unrealized loss on marketable securities, net of tax, is included within comprehensive income on the <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> consolidated statements of operations and comprehensive income.</font></font></font></div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><strong>9</strong><strong>. Commitments and Contingencies</strong></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <i><font style="FONT-SIZE: 10pt">&#160;</font></i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <i><font style="FONT-SIZE: 10pt">Thales</font></i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">In June 2010, the Company executed a primarily fixed-price FSD contract with Thales for the design and build of satellites for Iridium NEXT, the Company&#8217;s next-generation satellite constellation. 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VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>2,867</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>2016</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; 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FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>7,402</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 13px" width="55%"> <div>Total</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>19,803<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font></div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 9pt">&#160;</font></div> <div style="CLEAR:both; 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Capitalized interest and interest expense were as follows:</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 75%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="41%" colspan="8"> <div><font style="FONT-FAMILY:times new roman,times,serif">Year Ended December 31,</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 2013</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 2012</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 2011</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="41%" colspan="8"> <div><font style="FONT-FAMILY:times new roman,times,serif">(In thousands)</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> Capitalized interest</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> $</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 52,136</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> $</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 29,305</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> $</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 12,825</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div><font style="FONT-FAMILY:times new roman,times,serif">Interest expense</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 583</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 114</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 42</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="32%"> <div><font style="FONT-FAMILY:times new roman,times,serif">Total interest</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> $</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 52,719</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> $</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 29,419</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> $</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 12,867</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> </tr> </table> </div> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">Classification of stock-based compensation for the years ended December 31, 2013 and 2012 is as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 75%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="27%" colspan="5"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Property and equipment, net</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>991</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>760</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Inventory</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>43</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>60</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Cost of subscriber equipment</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>32</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>157</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Cost of services (exclusive of depreciation and amortization)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>550</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>608</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Research and development</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>132</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>209</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Selling, general and administrative</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>6,001</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>6,356</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="46%"> <div>Total stock-based compensation</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; 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FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font></div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <i><font style="FONT-SIZE: 10pt"><strong><font style="FONT-FAMILY:times new roman,times,serif">Principles of Consolidation and Basis of Presentation</font></strong></font></i></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <i><font style="FONT-SIZE: 10pt"></font></i><font style="FONT-FAMILY:times new roman,times,serif">&#160;</font></div> <div style="CLEAR:both; 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VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> $</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 52,136</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> $</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 29,305</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> $</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 12,825</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div><font style="FONT-FAMILY:times new roman,times,serif">Interest expense</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 583</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 114</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 42</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="32%"> <div><font style="FONT-FAMILY:times new roman,times,serif">Total interest</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> $</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 52,719</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> $</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> 29,419</font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; 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FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <strong><i><font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> Inventory</font></font></i></strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font><font style="FONT-FAMILY:times new roman,times,serif">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif">Inventory consists primarily of finished goods, although the Company at times also maintains an inventory of raw materials from third-party manufacturers. The Company outsources manufacturing of subscriber equipment&#160;to third-party manufacturers and purchases accessories from third-party suppliers. The Company&#8217;s cost of inventory includes an allocation of overhead (including&#160;payroll and payroll-related costs&#160;of employees directly involved in bringing inventory to its existing condition, and freight). Inventories are valued using the average cost method and are carried at the lower of cost or market. Accordingly, the Company recorded a $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">1.5</font> million expense&#160;included within cost of subscriber equipment&#160;for excess and obsolete inventory&#160;primarily related to Iridium 9505 handset accessories. No similar charge was incurred during 2012.&#160;</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif"> &#160;</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif">The Company has manufacturing agreements with two suppliers to manufacture subscriber equipment, one of which contains minimum monthly purchase requirements. The Company&#8217;s purchases have exceeded the monthly minimum requirements since inception. Pursuant to an agreement with the suppliers, the Company may be required to purchase excess materials if the materials are not used in production within the periods specified in the agreement. The suppliers will then repurchase such materials from the Company at the same price paid by the Company, as required for the production of the subscriber equipment.</font></font></div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <strong><i><font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif">Stock-Based Compensation</font></font></i></strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font><font style="FONT-FAMILY:times new roman,times,serif">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY:times new roman,times,serif">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 (&#8220;RSUs&#8221;) 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 consolidated statements of operations and comprehensive income in a manner consistent with the classification of the recipient&#8217;s compensation. 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 consolidated statements of operations and comprehensive income. <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Classification of stock-based compensation for the years ended December 31, 2013 and 2012 is as follows:</font></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt" align="center"> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 75%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="27%" colspan="5"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Property and equipment, net</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>991</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>760</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Inventory</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>43</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>60</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Cost of subscriber equipment</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>32</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>157</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Cost of services (exclusive of depreciation and amortization)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>550</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>608</div> </td> <td style="FONT-SIZE: 10pt; 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VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>189</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 108000000 135000000 162000000 189000000 <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <strong><font style="FONT-SIZE: 10pt">15. Selected Quarterly Information (Unaudited)</font></strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <strong><font style="FONT-SIZE: 10pt"></font></strong>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The following represents the Company&#8217;s unaudited quarterly results for the years ended December&#160;31, 2013 and 2012:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; BORDER-TOP: #9eb6ce 0px solid; BORDER-RIGHT: #9eb6ce 0px solid; WIDTH: 81%; BORDER-COLLAPSE: collapse; BORDER-BOTTOM: #9eb6ce 0px solid; MARGIN: 0px:auto; BORDER-LEFT: #9eb6ce 0px solid" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="47%" colspan="11"> <div>Quarter&#160;Ended</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>March&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>June&#160;30,</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>September&#160;30,</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="47%" colspan="11"> <div> (In&#160;thousands,&#160;except&#160;per&#160;share&#160;data)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>Revenue</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>89,189</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>94,684</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>100,569</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>98,207</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>Operating income</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>25,338</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>28,848</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>29,451</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>26,257</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>Net income</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>14,934</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>15,413</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>16,585</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>15,585</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>Net income per common share - basic</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.17</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.18</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.19</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.18</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>Net income per common share -diluted</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.17</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.18</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.19</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.18</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 9pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 82%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="47%" colspan="11"> <div>Quarter&#160;Ended</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>March&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>June&#160;30,</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>September&#160;30,</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="47%" colspan="11"> <div> (In&#160;thousands,&#160;except&#160;per&#160;share&#160;data)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>Revenue</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>93,474</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>97,321</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>100,441</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>92,284</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>Operating income</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>14,088</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>28,274</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>31,688</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>31,024</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>Net income</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>12,418</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>17,663</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>17,839</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>16,711</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>Net income per common share - basic</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.17</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.24</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.24</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.20</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>Net income per common share -diluted</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.16</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.23</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.23</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.19</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160; <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 9pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">The sum of the per share amounts does not equal the annual amounts due to changes in the weighted average number of common shares outstanding during the year.</font></div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 1800000000 1537500000 262500000 <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">The following represents the Company&#8217;s unaudited quarterly results for the years ended December&#160;31, 2013 and 2012:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; BORDER-TOP: #9eb6ce 0px solid; BORDER-RIGHT: #9eb6ce 0px solid; WIDTH: 81%; BORDER-COLLAPSE: collapse; BORDER-BOTTOM: #9eb6ce 0px solid; MARGIN: 0px:auto; BORDER-LEFT: #9eb6ce 0px solid" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="47%" colspan="11"> <div>Quarter&#160;Ended</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>March&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>June&#160;30,</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>September&#160;30,</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="47%" colspan="11"> <div> (In&#160;thousands,&#160;except&#160;per&#160;share&#160;data)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>Revenue</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>89,189</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>94,684</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>100,569</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>98,207</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>Operating income</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>25,338</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>28,848</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>29,451</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>26,257</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>Net income</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>14,934</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>15,413</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>16,585</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>15,585</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>Net income per common share - basic</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.17</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.18</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.19</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.18</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="32%"> <div>Net income per common share -diluted</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.17</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.18</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.19</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.18</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 9pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 82%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="47%" colspan="11"> <div>Quarter&#160;Ended</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>March&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>June&#160;30,</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>September&#160;30,</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="47%" colspan="11"> <div> (In&#160;thousands,&#160;except&#160;per&#160;share&#160;data)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>Revenue</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>93,474</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>97,321</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>100,441</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>92,284</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>Operating income</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>14,088</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>28,274</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>31,688</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>31,024</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>Net income</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>12,418</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>17,663</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>17,839</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>16,711</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>Net income per common share - basic</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.17</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.24</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.24</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.20</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="33%"> <div>Net income per common share -diluted</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.16</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.23</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.23</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>0.19</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160; <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></div> </td> </tr> </table> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 11900000 25500000 39600000 8300000 17800000 27500000 0.0649 0.0080 10200000 7700000 0.85 39600000 12100000 9700000 93474000 89189000 97321000 94684000 100441000 100569000 92284000 98207000 14088000 25338000 28274000 28848000 31688000 29451000 31024000 26257000 2400000 12418000 14934000 17663000 15413000 17839000 16585000 16711000 15585000 0.17 0.17 0.24 0.18 0.24 0.19 0.20 0.18 0.16 0.17 0.23 0.18 0.23 0.19 0.19 0.18 27500000 22000000 5500000 81000000 760800000 1039200000 10000000 15000000 12500000 100000000 0.0496 0.0356 (&#8220;LIBOR&#8221;) plus 1.95%. LIBOR plus 0.55%. 5400000 8000000 1300000 1643453 1303267 562370 1386941 96.85 3200000 7000000 1400000 30100000 31900000 34300000 approximately $17.6 million plus an amount equivalent to the premium of the de-orbit insurance coverage to be paid to Boeing <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <b><font style="FONT-SIZE: 10pt">12. Employee Benefit Plan</font></b></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">The Company sponsors a defined-contribution 401(k) retirement plan (the &#8220;Plan&#8221;) that covers all employees. Employees are eligible to participate in the Plan on the first day of the month following the date of hire, and participants are 100% vested from the date of eligibility. The Company matches employees&#8217; contributions equal to 100% of the salary deferral contributions up to 5% of the employees&#8217; compensation. Company-matching contributions to the Plan were $1.2 million for the years ended December&#160;31, 2013 and&#160;2012 and $1.1 million for the year ended December 31,&#160;2011. The Company pays all administrative fees related to the Plan.</font></div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 111685000 94719000 65272000 -1220000 299000 309000 110465000 95018000 65581000 1 0.05 1200000 1200000 1100000 -12000 -47000 82000 500147000 461520000 337677000 337677000 41247000 16751000 25019000 22272000 68141000 56750000 28063000 28070000 7000 96000 816000 296716000 240186000 723000 849000 567000 203431000 221334000 718000 898000 1465000 8037000 8037000 39041000 30014000 21089000 1341148000 972908000 22963000 8414000 8240000 -610000 1995000 -51000 85000 -3000 <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">Property and equipment consisted of the following at December 31:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:center; TEXT-INDENT: 0in; WIDTH: 100%" align="center"> <table style="MARGIN: 0px:auto; WIDTH: 80%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>2013</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>2012</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="23%" colspan="5"> <div>(In&#160;thousands)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Satellite system</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>337,677</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>337,677</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Ground system</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>41,247</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>16,751</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Equipment</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>25,019</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>22,272</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Internally developed software and purchased software</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>68,141</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>56,750</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Building and leasehold improvements</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>28,063</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>28,070</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>500,147</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>461,520</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Less: accumulated depreciation</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; 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FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>203,431</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>221,334</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Land</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; 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FONT-WEIGHT: 400" width="10%"> <div>8,037</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Construction in process:</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; PADDING-LEFT: 10px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Iridium NEXT systems under construction</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>1,341,148</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>972,908</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; PADDING-LEFT: 10px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Other construction in process</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>22,963</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>8,414</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; PADDING-LEFT: 22px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Total property and equipment, net of accumulated depreciation</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>1,575,579</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>1,210,693</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">Other construction in process consisted of the following at December 31:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;TEXT-ALIGN:center; TEXT-INDENT: 0in; WIDTH: 100%" align="center"> <table style="MARGIN: 0px:auto; WIDTH: 80%; BORDER-COLLAPSE: collapse; OVERFLOW: visible" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>2013</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="11%" colspan="2"> <div>2012</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: center; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700" width="23%" colspan="5"> <div>(In thousands)</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Internally developed software</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>17,582</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>7,390</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Equipment</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>4,204</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>843</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Ground system</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>1,177</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 1px solid; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="10%"> <div>181</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ccffcc; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; PADDING-LEFT: 10px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400" width="55%"> <div>Total other construction in process</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; COLOR: #000000; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>22,963</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="1%"> <div>$</div> </td> <td style="BORDER-BOTTOM: #000000 3px double; TEXT-ALIGN: right; FONT-STYLE: normal; PADDING-RIGHT: 5px; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: bottom; BORDER-TOP: #000000 1px solid; FONT-WEIGHT: 400" width="10%"> <div>8,414</div> </td> <td style="TEXT-ALIGN: left; FONT-STYLE: normal; FONT-FAMILY: Times New Roman; BACKGROUND: #ffffff; FONT-SIZE: 10pt; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 38668000 33256000 22955000 9048000 3837000 2561000 22963000 8414000 17582000 4204000 1177000 7390000 843000 181000 <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">Net property and equipment by geographic area was as follows as of December 31:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; BORDER-TOP: #9eb6ce 0px solid; BORDER-RIGHT: #9eb6ce 0px solid; WIDTH: 70%; BORDER-COLLAPSE: collapse; BORDER-BOTTOM: #9eb6ce 0px solid; MARGIN: 0px:auto; BORDER-LEFT: #9eb6ce 0px solid" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="49%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="49%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="49%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="19%" colspan="5"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="49%"> <div>United States</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>118,011</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>94,017</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="49%"> <div>Satellites in orbit</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>96,231</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>137,720</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="49%"> <div>Iridium NEXT systems under construction</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,341,148</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>972,908</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: left" width="49%"> <div>All others <sup>(1)</sup></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>20,189</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>6,048</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="49%"> <div>Total</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,575,579</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,210,693</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt" align="left">&#160;</div> <font style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"><sup>(1)</sup></font><font style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">No one other country represented more than <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 10</font>% of property and equipment, net.</font></font></div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">Revenue by geographic area was as follows for the years ended December 31:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; BORDER-TOP: #9eb6ce 0px solid; BORDER-RIGHT: #9eb6ce 0px solid; WIDTH: 80%; BORDER-COLLAPSE: collapse; BORDER-BOTTOM: #9eb6ce 0px solid; MARGIN: 0px:auto; BORDER-LEFT: #9eb6ce 0px solid" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: center" width="10%"> <div>2011</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>United States</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>175,054</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>178,145</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>176,043</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Canada</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>49,541</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>53,279</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>52,419</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>United Kingdom</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>37,421</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>42,706</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>48,886</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Other countries <sup>(1)</sup></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>120,633</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; 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FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>2011</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="41%"> <div>Expected volatility</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>41%&#160;-&#160;42%</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>42%&#160;-&#160;45%</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>40%&#160;-&#160;45%</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="41%"> <div>Expected term (years)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>3.00&#160;-&#160;6.25</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>5.50&#160;-&#160;6.25</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>5.50&#160;-&#160;6.25</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="41%"> <div>Expected dividends</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>0%</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>0%</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>0%</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="41%"> <div>Risk free interest rate</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>0.58%&#160;-&#160;1.93%</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>0.78%&#160;-&#160;1.17%</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%"> <div>1.16%&#160;-&#160;2.65%</div> </td> </tr> </table> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">summary of the Company&#8217;s activity for the year ended December&#160;31, 2013 for unvested RSUs is as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 70%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Weighted-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Average</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Grant&#160;Date</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Fair&#160;Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>RSUs</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Per&#160;RSU</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>Non-vested at January 1, 2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>740</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7.56</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="50%"> <div>Granted</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>863</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>6.18</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="50%"> <div>Vested</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 2px" width="8%"> <div>(333)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7.34</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="50%"> <div>Forfeited</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 2px" width="8%"> <div>(310)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7.25</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>Non-vested at December 31, 2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>960</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>6.50</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 0.41 0.42 0.42 0.45 0.4 0.45 0 0 0 0.0058 0.0193 0.0078 0.0117 0.0116 0.0265 P3Y P6Y3M P5Y6M P6Y3M P5Y6M P6Y3M 5431000 1339000 340000 4000 243000 6183000 3918000 6142000 8.30 6.31 8.62 6.54 7.31 7.89 8.36 7.90 P7Y18D P6Y2M26D P7Y14D 140000 0 136000 1007000 863000 310000 254000 1306000 346000 7.60 6.18 7.25 7.56 6.76 740000 863000 333000 310000 960000 7.56 6.18 7.34 7.25 6.50 13416019 26000 0 0 26000 0 0 0 0 0 -10000 0 0 0 67000 6000000 6000000 5600000 1479000 0 0 546000 0 0 -82000 0 0 2.60 3.31 3.69 5700000 P2Y4M24D 0 1353000 0 6300000 6700000 4600000 1700000 2100000 700000 64000000 72000000 88000000 88000000 88000000 1500000 1800000000 1 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. 2015 <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">The Company has identifiable intangible assets as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 90%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="42%" colspan="10"> <div>December&#160;31,&#160;2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Useful</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Gross</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Accumulated</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Net</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Lives</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Carrying&#160;Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Amortization</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Carrying&#160;Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="42%" colspan="10"> <div>(In thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Indefinite life intangible assets:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="46%"> <div>Trade names</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Indefinite</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>21,195</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>21,195</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="46%"> <div>Spectrum and licenses</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Indefinite</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>14,030</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>14,030</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 24px" width="46%"> <div>Total</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>35,225</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>35,225</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Definite life intangible assets:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Customer relationships - government</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>20,355</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(17,301)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>3,054</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Customer relationships - commercial</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>33,052</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(28,094)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>4,958</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Core developed technology</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>4,842</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(4,116)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>726</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Intellectual property</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>16.5&#160;years&#160;<sup>(1)</sup></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>16,439</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(3,253)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>13,186</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Software</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>2,025</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(1,722)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>303</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 24px" width="46%"> <div>Total</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>76,713</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(54,486)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>22,227</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 33px" width="46%"> <div>Total intangible assets</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>111,938</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(54,486)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>57,452</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt"></font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 90%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="42%" colspan="10"> <div>December&#160;31,&#160;2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Useful</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Gross</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Accumulated</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Net</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Lives</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Carrying&#160;Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Amortization</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Carrying&#160;Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="42%" colspan="10"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Indefinite life intangible assets:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="46%"> <div>Trade names</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Indefinite</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>21,195</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>21,195</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="46%"> <div>Spectrum and licenses</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Indefinite</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>14,030</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>14,030</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 24px" width="46%"> <div>Total</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>35,225</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>35,225</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Definite life intangible assets:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Customer relationships - government</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>20,355</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(13,230)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7,125</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Customer relationships - commercial</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>33,052</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(21,484)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>11,568</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Core developed technology</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>4,842</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(3,147)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,695</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Intellectual property</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>16.5&#160;years&#160;<sup>(1)</sup></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>16,439</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(2,258)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>14,181</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Software</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>2,025</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(1,317)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>708</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 24px" width="46%"> <div>Total</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>76,713</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(41,436)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>35,277</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 33px" width="46%"> <div>Total intangible assets</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>111,938</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(41,436)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>70,502</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 1pt"></font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 1pt">&#160;</font></div> <table style="FONT-SIZE: 10pt; WIDTH: 100%" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td style="BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; WIDTH: 5.68%; BORDER-BOTTOM: #d4d0c8; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; PADDING-LEFT: 0in; BORDER-LEFT: #d4d0c8; PADDING-RIGHT: 0in; BACKGROUND-COLOR: transparent" valign="top" width="5%"> <div>&#160; <font style="FONT-SIZE: 10pt">(1)</font></div> </td> <td style="WORD-WRAP: break-word; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; WIDTH: 2.7%; BORDER-BOTTOM: #d4d0c8; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; PADDING-LEFT: 0in; BORDER-LEFT: #d4d0c8; PADDING-RIGHT: 0in; BACKGROUND-COLOR: transparent" valign="top" width="2%"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt"></font></div> &#160;</td> <td style="WORD-WRAP: break-word; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; WIDTH: 91.62%; BORDER-BOTTOM: #d4d0c8; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; PADDING-LEFT: 0in; BORDER-LEFT: #d4d0c8; PADDING-RIGHT: 0in; BACKGROUND-COLOR: transparent" valign="top" width="91%"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">Intellectual property is allocated over the estimated useful life of the existing satellite systems and Iridium NEXT, which averages to <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 16.5</font> years.</font></div> </td> </tr> </table> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">Future amortization expense with respect to intangible assets existing at December&#160;31, 2013, by year and in the aggregate, is as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 70%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="55%"> <div>Year&#160;ending&#160;December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>Amount</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 1px" width="55%"> <div>2014</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>10,036</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 1px" width="55%"> <div>2015</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>995</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 1px" width="55%"> <div>2016</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>995</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 1px" width="55%"> <div>2017</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>995</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 1px" width="55%"> <div>2018</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>995</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Thereafter</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>8,211</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Total estimated future amortization expense</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>22,227</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">A summary of the activity of the Company&#8217;s stock options as of December&#160;31, 2013 is as follows:</font></div> <div style="CLEAR:both; 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VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Weighted-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="51%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Weighted-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Average</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="51%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Average</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Remaining</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Aggregate</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="51%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Exercise&#160;Price</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; 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TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Shares</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Per&#160;Share</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>Term&#160;(Years)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="51%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="37%" colspan="9"> <div> (In&#160;thousands,&#160;except&#160;years&#160;and&#160;per&#160;share&#160;data)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="51%"> <div>Options outstanding at January 1, 2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>5,431</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>8.30</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="51%"> <div>Granted</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,339</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>6.31</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="51%"> <div>Cancelled or expired</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>(340)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>8.62</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="51%"> <div>Exercised</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>(4)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>6.54</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 9px" width="51%"> <div>Forfeited</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>(243)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7.31</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="51%"> <div>Options outstanding at December 31, 2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>6,183</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7.89</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7.05</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>140</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="51%"> <div>Options vested and exercisable at December 31, 2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>3,918</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>8.36</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>6.24</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="51%"> <div>Options exercisable and expected to vest at December<br/> &#160;&#160;&#160;&#160;31, 2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 3px double; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>6,142</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7.90</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7.04</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>136 <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 292000 273000 0 47230000 29489000 23081000 1300000 2500000 250000 0 0 176043000 52419000 48886000 106959000 0.13 0.15 0.13 ten years ten years P4Y 18900000 9114000 0 1000 9113000 0 0 0 1302000 4000 0 0 4000 0 0 0 1000 Yes 184300000 700000 0.48 0.36 0.0700 <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"><font style="FONT-SIZE: 10pt"><strong>6</strong><strong>. Boeing Operations and Maintenance Agreements</strong></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <b><font style="FONT-SIZE: 10pt"></font></b>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">On July&#160;21, 2010, the Company and Boeing entered into the O&amp;M Agreement, pursuant to which Boeing agreed to provide transition services and continuing steady-state operations and maintenance services with respect to the satellite network operations center, telemetry, tracking and control stations and the on-orbit satellites (including engineering, systems analysis, and operations and maintenance services). Pursuant to the O&amp;M Agreement, each of Boeing, Motorola Solutions and the U.S. government has the unilateral right to commence the de-orbit of the constellation upon the occurrence of certain enumerated events.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">The O&amp;M Agreement incorporates a de-orbit plan, which, if exercised, would cost <font style=" ; "> approximately $17.6 million plus an amount equivalent to the premium of the de-orbit insurance coverage to be paid to Boeing</font> in the event of a mass de-orbit of the satellite constellation.&#160;On July&#160;21, 2010, the Company and Boeing entered into an agreement pursuant to which Boeing will operate and maintain Iridium NEXT (the &#8220;NEXT Support Services Agreement&#8221;). Boeing will provide these services on a time-and-materials fee basis. The term of the NEXT Support Services Agreement runs concurrently with the estimated useful life of the Iridium NEXT constellation. The Company is entitled to terminate the agreement for convenience and without cause commencing in 2019.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font><font style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman','serif'">The Company incurred expenses of $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">30.1</font> million, $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">31.9</font> million, and $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">34.3</font> million relating to satellite operations and maintenance costs for the years ended December&#160;31, 2013, 2012 and 2011, respectively, included in cost of services (exclusive of depreciation and amortization) in the consolidated statements of operations and comprehensive income.&#160;</font></div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><strong>7</strong><strong>. Property and Equipment</strong></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Property and equipment consisted of the following at December 31:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 80%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="23%" colspan="5"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Satellite system</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>337,677</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>337,677</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Ground system</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>41,247</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>16,751</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Equipment</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>25,019</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>22,272</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Internally developed software and purchased software</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>68,141</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>56,750</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Building and leasehold improvements</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>28,063</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>28,070</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>500,147</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>461,520</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Less: accumulated depreciation</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(296,716)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(240,186)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>203,431</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>221,334</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Land</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>8,037</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>8,037</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Construction in process:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="55%"> <div>Iridium NEXT systems under construction</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>1,341,148</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>972,908</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="55%"> <div>Other construction in process</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>22,963</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>8,414</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 22px" width="55%"> <div>Total property and equipment, net of accumulated depreciation</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>1,575,579</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>1,210,693</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 9pt"></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Other construction in process consisted of the following at December 31:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 80%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="23%" colspan="5"> <div>(In thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Internally developed software</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>17,582</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>7,390</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Equipment</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>4,204</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>843</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Ground system</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>1,177</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>181</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 10px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="55%"> <div>Total other construction in process</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>22,963</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>8,414</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"><font style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman','serif'"> Depreciation expense for the years ended December&#160;31, 2013, 2012 and 2011 was $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">62.0</font> million, $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">68.1</font> million, and $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">84.6</font> million, respectively.</font></div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <strong>8</strong><font style="FONT-SIZE: 10pt"><strong>. Intangible Assets</strong></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <strong><font style="FONT-SIZE: 10pt"></font></strong>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>The Company has identifiable intangible assets as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> &#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 90%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="42%" colspan="10"> <div>December&#160;31,&#160;2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Useful</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Gross</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Accumulated</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Net</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Lives</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Carrying&#160;Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Amortization</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Carrying&#160;Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="42%" colspan="10"> <div>(In thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Indefinite life intangible assets:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="46%"> <div>Trade names</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Indefinite</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>21,195</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>21,195</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="46%"> <div>Spectrum and licenses</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Indefinite</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>14,030</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>14,030</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 24px" width="46%"> <div>Total</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>35,225</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>35,225</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Definite life intangible assets:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Customer relationships - government</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>20,355</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(17,301)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>3,054</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Customer relationships - commercial</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>33,052</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(28,094)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>4,958</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Core developed technology</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>4,842</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(4,116)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>726</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Intellectual property</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>16.5&#160;years&#160;<sup>(1)</sup></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>16,439</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(3,253)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>13,186</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Software</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>2,025</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(1,722)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>303</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 24px" width="46%"> <div>Total</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>76,713</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(54,486)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>22,227</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 33px" width="46%"> <div>Total intangible assets</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>111,938</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(54,486)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>57,452</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt"></font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 90%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="42%" colspan="10"> <div>December&#160;31,&#160;2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Useful</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Gross</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Accumulated</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Net</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Lives</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Carrying&#160;Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Amortization</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Carrying&#160;Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="42%" colspan="10"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Indefinite life intangible assets:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="46%"> <div>Trade names</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Indefinite</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>21,195</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>21,195</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="46%"> <div>Spectrum and licenses</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>Indefinite</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>14,030</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>14,030</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 24px" width="46%"> <div>Total</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>35,225</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>35,225</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="46%"> <div>Definite life intangible assets:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Customer relationships - government</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>20,355</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(13,230)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7,125</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Customer relationships - commercial</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>33,052</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(21,484)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>11,568</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Core developed technology</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>4,842</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(3,147)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,695</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Intellectual property</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>16.5&#160;years&#160;<sup>(1)</sup></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>16,439</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(2,258)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>14,181</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="46%"> <div>Software</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>5 years</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>2,025</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(1,317)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>708</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 24px" width="46%"> <div>Total</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>76,713</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(41,436)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>35,277</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 33px" width="46%"> <div>Total intangible assets</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="12%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>111,938</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 1px" width="8%"> <div>(41,436)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>70,502</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 1pt"></font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 1pt">&#160;</font></div> <table style="FONT-SIZE: 10pt; WIDTH: 100%" cellspacing="0" cellpadding="0" width="100%" border="0"> <tr> <td style="BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; WIDTH: 5.68%; BORDER-BOTTOM: #d4d0c8; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; PADDING-LEFT: 0in; BORDER-LEFT: #d4d0c8; PADDING-RIGHT: 0in; BACKGROUND-COLOR: transparent" valign="top" width="5%"> <div>&#160; <font style="FONT-SIZE: 10pt">(1)</font></div> </td> <td style="WORD-WRAP: break-word; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; WIDTH: 2.7%; BORDER-BOTTOM: #d4d0c8; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; PADDING-LEFT: 0in; BORDER-LEFT: #d4d0c8; PADDING-RIGHT: 0in; BACKGROUND-COLOR: transparent" valign="top" width="2%"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt"></font></div> &#160;</td> <td style="WORD-WRAP: break-word; BORDER-TOP: #d4d0c8; BORDER-RIGHT: #d4d0c8; WIDTH: 91.62%; BORDER-BOTTOM: #d4d0c8; PADDING-BOTTOM: 0in; PADDING-TOP: 0in; PADDING-LEFT: 0in; BORDER-LEFT: #d4d0c8; PADDING-RIGHT: 0in; BACKGROUND-COLOR: transparent" valign="top" width="91%"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both;MARGIN: 0in 0in 0pt"><font style="FONT-SIZE: 10pt">Intellectual property is allocated over the estimated useful life of the existing satellite systems and Iridium NEXT, which averages to <font style="FONT-FAMILY: 'Times New Roman','serif'; 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Amortization expense was $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">13.0</font></font></font> million for each of the three years ended December&#160;31, 2013, 2012 and 2011.</font></div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>Future amortization expense with respect to intangible assets existing at December&#160;31, 2013, by year and in the aggregate, is as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; WIDTH: 70%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="55%"> <div>Year&#160;ending&#160;December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>Amount</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="13%" colspan="2"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 1px" width="55%"> <div>2014</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>10,036</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 1px" width="55%"> <div>2015</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>995</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 1px" width="55%"> <div>2016</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>995</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 1px" width="55%"> <div>2017</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>995</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 1px" width="55%"> <div>2018</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>995</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Thereafter</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>8,211</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Total estimated future amortization expense</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="12%"> <div>22,227</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><strong>11. Segments, Significant Customers, Supplier and Service Providers and Geographic Information</strong></font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <strong><font style="FONT-SIZE: 10pt">&#160;</font></strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">The Company operates in one business segment, providing global satellite communications services and products.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font>&#160;<font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">The Company derived approximately <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 19</font>%, <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 20</font>%, and <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 23</font>% of its total revenue in the years ended December&#160;31, 2013, 2012 and 2011, respectively, and approximately <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 34</font>% and <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 25</font>% of its accounts receivable balance at December&#160;31, 2013 and 2012, respectively, from prime contracts or subcontracts with agencies of the U.S. government. 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Should events or circumstances prevent the manufacturers or the suppliers from producing the equipment or component parts, the Company&#8217;s business could be adversely affected until the Company is able to move production to other facilities of the manufacturer or secure a replacement manufacturer or an alternative supplier for such component parts.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">A significant portion of the Company&#8217;s satellite operations and maintenance service is provided by Boeing. Should events or circumstances prevent Boeing from providing these services, the Company&#8217;s business could be adversely affected until the Company is able to assume operations and maintenance responsibilities or secure a replacement service provider.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Net property and equipment by geographic area was as follows as of December 31:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; 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VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="49%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="49%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="19%" colspan="5"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="49%"> <div>United States</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>118,011</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>94,017</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="49%"> <div>Satellites in orbit</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>96,231</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>137,720</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="49%"> <div>Iridium NEXT systems under construction</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,341,148</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>972,908</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: left" width="49%"> <div>All others <sup>(1)</sup></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>20,189</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>6,048</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="49%"> <div>Total</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,575,579</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,210,693</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt" align="left">&#160;</div> <font style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"><sup>(1)</sup></font><font style="FONT-SIZE: 10pt; FONT-FAMILY: 'Times New Roman'"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">No one other country represented more than <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 10</font>% of property and equipment, net.</font></font> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>Revenue by geographic area was as follows for the years ended December 31:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; BORDER-TOP: #9eb6ce 0px solid; BORDER-RIGHT: #9eb6ce 0px solid; WIDTH: 80%; BORDER-COLLAPSE: collapse; BORDER-BOTTOM: #9eb6ce 0px solid; MARGIN: 0px:auto; BORDER-LEFT: #9eb6ce 0px solid" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: center" width="10%"> <div>2011</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>United States</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>175,054</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>178,145</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>176,043</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Canada</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>49,541</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>53,279</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>52,419</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>United Kingdom</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>37,421</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>42,706</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>48,886</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Other countries <sup>(1)</sup></div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>120,633</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>109,390</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>106,959</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 12px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>Total</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>382,649</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>383,520</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; COLOR: #000000; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>384,307</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt"></div> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 9pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> &#160;<sup><font style="FONT-SIZE: 10pt">(1)<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;</font></font></sup> <font style="FONT-SIZE: 10pt">No one other country represented more than <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> 10</font>% of revenue.</font></div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">Revenue is attributed to geographic area based on the billing address of the distributor. Service location and the billing address are often not the same. The Company&#8217;s distributors sell services directly or indirectly to end users, who may be located or use the Company&#8217;s products and services elsewhere. The Company cannot provide the geographical distribution of end users because it does not contract directly with them. The Company does not have significant foreign exchange risk on sales, as invoices are generally denominated in U.S. dollars.</font></div> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 0.15 <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <strong><font style="FONT-SIZE: 10pt">13. Income Taxes</font></strong></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <strong><font style="FONT-SIZE: 10pt"></font></strong>&#160;</div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font>U.S. and foreign components of income before income taxes are presented below:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 80%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>Year&#160;Ended&#160;December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2011</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>U.S. income</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>111,685</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>94,719</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>65,272</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Foreign income (loss)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(1,220)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>299</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>309</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>Total income before income taxes</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="&lt;td;;FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; width"> <div>110,465</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>95,018</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>65,581</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in; TEXT-INDENT: 0in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in; TEXT-INDENT: 0in"> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"> </font><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in; TEXT-INDENT: 0in"> <font style="FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in; TEXT-INDENT: 0in"> <font style="FONT-SIZE: 10pt">The components of the Company&#8217;s income tax provision are as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 80%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>Year&#160;Ended&#160;December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2011</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Current taxes:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>Federal provision (benefit)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(12)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(47)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>82</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>State provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>7</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>96</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>816</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>Foreign provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>723</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>849</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>567</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 17px" width="43%"> <div>Total current tax provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>718</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>898</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>1,465</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Deferred taxes:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="43%"> <div>Federal provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>39,041</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>30,014</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>21,089</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="43%"> <div>State provision (benefit)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>8,240</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(610)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>1,995</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="43%"> <div>Foreign provision (benefit)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(51)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>85</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(3)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 17px" width="43%"> <div>Total deferred tax provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>47,230</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>29,489</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>23,081</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 24px" width="43%"> <div>Total income tax provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>47,948</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>30,387</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>24,546</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> <font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">In 2011 and 2012, Arizona enacted tax law changes resulting in a benefit to the Company&#8217;s net deferred tax expense.<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">&#160;</font> Due to the size and nature of the Company&#8217;s operations in Arizona, such changes have a significant impact on the tax provision in a given period.<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">&#160;</font> As a result of these law changes, the Company&#8217;s deferred tax expense was reduced by approximately $4.0 million,&#160;$<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">9.5</font> million and $<font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt">3.1</font> million for the years ended December 31, 2013,&#160;2012 and 2011, respectively.</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt"><font style="FONT-FAMILY: 'Times New Roman','serif'; FONT-SIZE: 10pt"></font>A reconciliation of the U.S. federal statutory income tax expense to the Company&#8217;s effective income tax provision is as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 80%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>Year&#160;Ended&#160;December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2011</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>U.S. federal statutory tax rate</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>38,668</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>33,256</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>22,955</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>State taxes, net of federal benefit</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>9,048</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>3,837</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>2,561</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>State tax valuation allowance</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>3,151</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>1,943</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Arizona tax law change</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(3,975)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(9,524)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(3,126)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Other nondeductible expenses</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>1,185</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>414</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>854</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Liability for uncertain tax positions</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(146)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(45)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>704</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Tax credits and other adjustments</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(849)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>223</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>784</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Foreign taxes and other items</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>866</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>283</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(186)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>Total income tax provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>47,948</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>30,387</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; 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VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="23%" colspan="5"> <div>As&#160;of&#160;December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="23%" colspan="5"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Deferred tax assets</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="55%"> <div>Long-term contracts</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>33,988</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>22,894</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="55%"> <div>Deferred revenue</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>4,086</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>6,212</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="55%"> <div>Federal, state and foreign net operating loss carryforwards<br/> &#160;&#160;&#160;&#160;and tax credits</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>133,190</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>122,948</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="55%"> <div>Other</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>21,571</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>19,551</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 23px" width="55%"> <div>Total deferred tax assets</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>192,835</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>171,605</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 34px" width="55%"> <div>Valuation allowance</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(6,567)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(2,200)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 46px" width="55%"> <div>Net deferred tax assets</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>186,268</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>169,405</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Deferred tax liabilities</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 12px" width="55%"> <div>Fixed assets and intangibles</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(58,220)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(58,930)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; 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FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; 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FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 86%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="65%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="65%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="19%" colspan="5"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="65%"> <div>Balance at January 1,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,405</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,450</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="65%"> <div>Change attributable to tax positions taken in a prior period</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>54</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>38</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="65%"> <div>Change attributable to tax positions taken in the current period</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="65%"> <div>Decrease attributable to lapse of statute of limitations</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>(207)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>(90)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="65%"> <div>Balance at December 31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,259</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,405</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> </div> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">The following is a tabular reconciliation of the total amounts of unrecognized tax benefits which includes related interest and penalties:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 86%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="65%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="65%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="19%" colspan="5"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="65%"> <div>Balance at January 1,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,405</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,450</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="65%"> <div>Change attributable to tax positions taken in a prior period</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>54</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>38</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="65%"> <div>Change attributable to tax positions taken in the current period</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>7</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="65%"> <div>Decrease attributable to lapse of statute of limitations</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>(207)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="8%"> <div>(90)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="65%"> <div>Balance at December 31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,259</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="8%"> <div>1,405</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">The components of deferred tax assets and liabilities at December&#160;31, 2013 and&#160;2012 are as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;PAGE-BREAK-AFTER: avoid; MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 80%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="23%" colspan="5"> <div>As&#160;of&#160;December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="23%" colspan="5"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Deferred tax assets</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="55%"> <div>Long-term contracts</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>33,988</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>22,894</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="55%"> <div>Deferred revenue</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>4,086</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>6,212</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="55%"> <div>Federal, state and foreign net operating loss carryforwards<br/> &#160;&#160;&#160;&#160;and tax credits</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>133,190</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>122,948</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="55%"> <div>Other</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>21,571</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>19,551</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 23px" width="55%"> <div>Total deferred tax assets</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>192,835</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>171,605</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 34px" width="55%"> <div>Valuation allowance</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(6,567)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(2,200)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 46px" width="55%"> <div>Net deferred tax assets</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>186,268</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>169,405</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="55%"> <div>Deferred tax liabilities</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 12px" width="55%"> <div>Fixed assets and intangibles</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(58,220)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(58,930)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 12px" width="55%"> <div>Research and development expenditures</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(318,340)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(254,312)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 12px" width="55%"> <div>Other</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(3,457)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(2,824)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 23px" width="55%"> <div>Total deferred tax liabilities</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(380,017)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(316,066)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 23px" width="55%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 23px" width="55%"> <div>Net deferred income tax liabilities</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(193,749)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(146,661)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">A reconciliation of the U.S. federal statutory income tax expense to the Company&#8217;s effective income tax provision is as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 80%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>Year&#160;Ended&#160;December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2011</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>U.S. federal statutory tax rate</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>38,668</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>33,256</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>22,955</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>State taxes, net of federal benefit</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>9,048</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>3,837</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>2,561</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>State tax valuation allowance</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>3,151</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>1,943</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Arizona tax law change</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(3,975)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(9,524)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(3,126)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Other nondeductible expenses</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>1,185</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>414</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>854</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Liability for uncertain tax positions</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(146)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(45)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>704</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Tax credits and other adjustments</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(849)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>223</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>784</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Foreign taxes and other items</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>866</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>283</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(186)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>Total income tax provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>47,948</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>30,387</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>24,546</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in; TEXT-INDENT: 0in"> <font style="FONT-SIZE: 10pt">The components of the Company&#8217;s income tax provision are as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 80%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>Year&#160;Ended&#160;December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2011</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Current taxes:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>Federal provision (benefit)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(12)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(47)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>82</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>State provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>7</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>96</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>816</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>Foreign provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>723</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>849</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>567</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 17px" width="43%"> <div>Total current tax provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>718</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>898</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>1,465</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Deferred taxes:</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="43%"> <div>Federal provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>39,041</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>30,014</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>21,089</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="43%"> <div>State provision (benefit)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>8,240</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(610)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>1,995</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 11px" width="43%"> <div>Foreign provision (benefit)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(51)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>85</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(3)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 17px" width="43%"> <div>Total deferred tax provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>47,230</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>29,489</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>23,081</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 24px" width="43%"> <div>Total income tax provision</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>47,948</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>30,387</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>24,546</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">U.S. and foreign components of income before income taxes are presented below:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 80%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>Year&#160;Ended&#160;December&#160;31,</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2013</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2012</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="11%" colspan="2"> <div>2011</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="35%" colspan="8"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>U.S. income</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>111,685</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>94,719</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>65,272</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="43%"> <div>Foreign income (loss)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right" width="10%"> <div>(1,220)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>299</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ffffff; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>309</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ffffff; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left; PADDING-LEFT: 10px" width="43%"> <div>Total income before income taxes</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>110,465</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>95,018</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>$</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BACKGROUND: #ccffcc; BORDER-BOTTOM: #000000 3px double; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: right; PADDING-RIGHT: 5px" width="10%"> <div>65,581</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; BACKGROUND: #ccffcc; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> </table> </div> </div> <table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> 700000 200000 927100000 2000000 0.10 <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0pt 0px; FONT: 10pt Times New Roman, Times, Serif "> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt"> <font style="FONT-SIZE: 10pt">A summary of the Company&#8217;s activity for the year ended December&#160;31, 2013 for outstanding RSUs is as follows:</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;MARGIN: 0in 0in 0pt" align="center"><font style="FONT-SIZE: 10pt">&#160;</font></div> <div style="CLEAR:both; FONT-FAMILY:Times New Roman;FONT-SIZE: 10pt;WIDTH: 100%; TEXT-INDENT: 0in" align="center"> <table style="OVERFLOW: visible; FONT-SIZE: 10pt; WIDTH: 70%; BORDER-COLLAPSE: collapse; MARGIN: 0in" cellspacing="0" cellpadding="0" align="center"> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Weighted-</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Average</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Grant&#160;Date</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Fair&#160;Value</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>RSUs</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; BORDER-BOTTOM: #000000 1px solid; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="9%" colspan="2"> <div>Per&#160;RSU</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> </tr> <tr style="HEIGHT: 11px"> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="50%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>(In&#160;thousands)</div> </td> <td style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: middle; FONT-WEIGHT: 400; FONT-STYLE: normal; TEXT-ALIGN: left" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="1%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; BORDER-TOP: #000000 1px solid; FONT-FAMILY: Times New Roman; VERTICAL-ALIGN: bottom; FONT-WEIGHT: 700; FONT-STYLE: normal; TEXT-ALIGN: center" width="8%"> <div>&#160;</div> </td> <td style="FONT-SIZE: 10pt; 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Cash and Cash Equivalents and Marketable Securities (Details 1) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Marketable securities:    
Total Marketable securities $ 76,647 $ 0
Fair Value, Inputs, Level 2 [Member]
   
Marketable securities:    
Fixed-income debt securities 57,032  
Commercial paper $ 19,615  

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Stock-Based Compensation (Details)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected volatility (minimum) 41.00% 42.00% 40.00%
Expected volatility (maximum) 42.00% 45.00% 45.00%
Expected dividends 0.00% 0.00% 0.00%
Risk free interest rate (minimum) 0.58% 0.78% 1.16%
Risk free interest rate (maximum) 1.93% 1.17% 2.65%
Maximum [Member]
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (years) 6 years 3 months 6 years 3 months 6 years 3 months
Minimum [Member]
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (years) 3 years 5 years 6 months 5 years 6 months
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Property and Equipment (Details Textual) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Property, Plant and Equipment [Line Items]      
Depreciation $ 62.0 $ 68.1 $ 84.6
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Net Income Per Share (Details Textual)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Restricted Stock Units (RSUs) [Member]
     
Net Income Per Share [Line Items]      
Securities Excluded from Computation of Earnings Per Share, Amount 0.9 0.5  
Subsequent Event Stock Options Issued 0.2    
Warrant [Member]
     
Net Income Per Share [Line Items]      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 0.4 0.3 5.8
Employee Stock Option [Member]
     
Net Income Per Share [Line Items]      
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 5.2 4.3 4.6
Subsequent Event Restricted Stock Units Issued 0.4    

XML 32 R55.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stock-Based Compensation (Details 1) (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Schedule Of Share Based Compensation Company Stock Options Activity [Line Items]  
Options outstanding at January 1, 2013 5,431
Granted - Shares 1,339
Cancelled or expired - Shares (340)
Exercised - Shares (4)
Forfeited - Shares (243)
Options outstanding at December 31, 2013 6,183
Options vested and exercisable at December 31, 2013 - Shares 3,918
Options exercisable and expected to vest at December 31, 2013 - Shares 6,142
Options outstanding at January 1, 2013 - Weighted Average Exercise Price Per Share $ 8.30
Options Granted - Weighted Average Exercise Price Per Share $ 6.31
Options Cancelled or expired - Weighted Average Exercise Price Per Share $ 8.62
Options Exercised - Weighted Average Exercise Price Per Share $ 6.54
Options Forfeited - Weighted Average Exercise Price Per Share $ 7.31
Options outstanding at December 31, 2013 - Weighted Average Exercise Price Per Share $ 7.89
Options vested and exercisable at December 31, 2013 - Weighted Average Exercise Price Per Share $ 8.36
Options exercisable and expected to vest at December 31, 2013 - Weighted Average Exercise Price Per Share $ 7.90
Options outstanding at December 31, 2013 - Weighted Average Remaining Contractual Term (Years) 7 years 18 days
Options vested and exercisable at December 31, 2013 - Weighted Average Remaining Contractual Term (Years) 6 years 2 months 26 days
Options exercisable and expected to vest at December 31, 2013 - Weighted Average Remaining Contractual Term (Years) 7 years 14 days
Options outstanding at December 31, 2013 - Aggregate Intrinsic Value $ 140
Options vested and exercisable at December 31, 2013 - Aggregate Intrinsic Value 0
Options exercisable and expected to vest at December 31, 2013 - Aggregate Intrinsic Value $ 136
XML 33 R46.htm IDEA: XBRL DOCUMENT v2.4.0.8
Property and Equipment (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross $ 500,147 $ 461,520
Less: accumulated depreciation (296,716) (240,186)
Property Plant And Equipment Net Excluding Construction In Process And Land 203,431 221,334
Land 8,037 8,037
Total property and equipment, net of accumulated depreciation 1,575,579 1,210,693
Satellite System [Member]
   
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 337,677 337,677
Ground System [Member]
   
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 41,247 16,751
Equipment [Member]
   
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 25,019 22,272
Software Development [Member]
   
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 68,141 56,750
Building And Leasehold Improvements [Member]
   
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 28,063 28,070
Iridium Next Systems Under Construction [Member]
   
Construction In Process [Abstract]    
Other construction in process 1,341,148 972,908
Other Construction In Process [Member]
   
Construction In Process [Abstract]    
Other construction in process $ 22,963 $ 8,414
XML 34 R33.htm IDEA: XBRL DOCUMENT v2.4.0.8
Selected Quarterly Information (Unaudited) (Tables)
12 Months Ended
Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]  
Schedule of Quarterly Financial Information [Table Text Block]
The following represents the Company’s unaudited quarterly results for the years ended December 31, 2013 and 2012:
 
 
 
Quarter Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
 
 
2013
 
2013
 
2013
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except per share data)
 
Revenue
 
$
89,189
 
$
94,684
 
$
100,569
 
$
98,207
 
Operating income
 
$
25,338
 
$
28,848
 
$
29,451
 
$
26,257
 
Net income
 
$
14,934
 
$
15,413
 
$
16,585
 
$
15,585
 
Net income per common share - basic
 
$
0.17
 
$
0.18
 
$
0.19
 
$
0.18
 
Net income per common share -diluted
 
$
0.17
 
$
0.18
 
$
0.19
 
$
0.18
 
 
 
 
Quarter Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
 
 
2012
 
2012
 
2012
 
2012
 
 
 
(In thousands, except per share data)
 
Revenue
 
$
93,474
 
$
97,321
 
$
100,441
 
$
92,284
 
Operating income
 
$
14,088
 
$
28,274
 
$
31,688
 
$
31,024
 
Net income
 
$
12,418
 
$
17,663
 
$
17,839
 
$
16,711
 
Net income per common share - basic
 
$
0.17
 
$
0.24
 
$
0.24
 
$
0.20
 
Net income per common share -diluted
 
$
0.16
 
$
0.23
 
$
0.23
 
$
0.19
 
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Stock-Based Compensation (Details 3) (Unvested Restricted Stock Units [Member], USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Unvested Restricted Stock Units [Member]
 
Schedule Of Unvested Restricted Stock Units [Line Items]  
Non-vested - Restricted Stock Units 740
Granted - Restricted Stock Units 863
Vested - Restricted Stock Units (333)
Forfeited - Restricted Stock Units (310)
Non-vested - Restricted Stock Units 960
Non-vested - Weighted Average Grant Date Fair Value Per RSU $ 7.56
Granted - Weighted Average Grant Date Fair Value Per RSU $ 6.18
Vested - Weighted Average Grant Date Fair Value Per RSU $ 7.34
Forfeited - Weighted Average Grant Date Fair Value Per RSU $ 7.25
Non-vested - Weighted Average Grant Date Fair Value Per RSU $ 6.50
XML 37 R71.htm IDEA: XBRL DOCUMENT v2.4.0.8
Selected Quarterly Information (Unaudited) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Quarterly Financial Information [Line Items]                      
Revenue $ 98,207 $ 100,569 $ 94,684 $ 89,189 $ 92,284 $ 100,441 $ 97,321 $ 93,474 $ 382,649 $ 383,520 $ 384,307
Operating income 26,257 29,451 28,848 25,338 31,024 31,688 28,274 14,088 109,894 105,074 77,001
Net income $ 15,585 $ 16,585 $ 15,413 $ 14,934 $ 16,711 $ 17,839 $ 17,663 $ 12,418 $ 62,517 $ 64,631 $ 41,035
Net income per common share - basic (in dollars per share) $ 0.18 $ 0.19 $ 0.18 $ 0.17 $ 0.20 $ 0.24 $ 0.24 $ 0.17 $ 0.72 $ 0.85 $ 0.57
Net income per common share -diluted (in dollars per share) $ 0.18 $ 0.19 $ 0.18 $ 0.17 $ 0.19 $ 0.23 $ 0.23 $ 0.16 $ 0.71 $ 0.83 $ 0.56
XML 38 R25.htm IDEA: XBRL DOCUMENT v2.4.0.8
Debt (Tables)
12 Months Ended
Dec. 31, 2013
Debt Disclosure [Abstract]  
Schedule Of Debt Service Reserve Minimums [Table Text Block]
The Credit Facility will mature seven years after the start of the repayment period. In addition, the Company is required to maintain minimum debt service reserve levels, which are estimated as follows:
 
At December 31,
 
Amount
 
 
 
(in millions)
 
2014
 
$
108
 
2015
 
 
135
 
2016
 
 
162
 
2017
 
 
189
 
XML 39 R50.htm IDEA: XBRL DOCUMENT v2.4.0.8
Intangible Assets (Details 1) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]  
2014 $ 10,036
2015 995
2016 995
2017 995
2018 995
Thereafter 8,211
Total estimated future amortization expense $ 22,227
XML 40 R42.htm IDEA: XBRL DOCUMENT v2.4.0.8
Equity Instruments (Details Textual) (USD $)
12 Months Ended 12 Months Ended 1 Months Ended 9 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2013
Series A Preferred Stock [Member]
Mar. 17, 2014
Series A Preferred Stock [Member]
Subsequent Event [Member]
Dec. 31, 2008
7.00 Warrants [Member]
Dec. 31, 2012
Convertible Preferred Stock [Member]
Sep. 29, 2009
11.50 Warrants [Member]
Sep. 30, 2013
11.50 Warrants [Member]
Dec. 31, 2013
11.50 Warrants [Member]
Dec. 31, 2011
Tender Offer Warrant Exchange [Member]
Dec. 31, 2012
Tender Offer Warrant Exchange [Member]
Dec. 31, 2012
Tender Offer Warrant Exchange [Member]
7.00 Warrants [Member]
Dec. 31, 2013
Tender Offer Warrant Exchange [Member]
11.50 Warrants [Member]
Dec. 31, 2011
Private Warrant Exchanges [Member]
Dec. 31, 2012
Private Warrant Exchanges [Member]
Dec. 31, 2012
Private Warrant Exchanges [Member]
7.00 Warrants [Member]
Dec. 31, 2012
Private Offering [Member]
Series A Preferred Stock [Member]
Equity Instruments [Line Items]                                    
Stock Issued During Period Units Of Initial Public Offering           40,000,000                        
Price Per Unit Of Initial Public Offering           $ 10.00                        
Price Per Share Of Common Stock           $ 7.00                 $ 11.50      
Price Per Share Of Warrants $ 7.00         $ 7.00         $ 11.50       $ 11.50      
Redemption Price Per Warrant                   $ 0.01                
Number Of Warrants Exchange For New Warrants               14,400,000                    
Common Stock Redemption Price Description                   closing price of the common stock is at least $18.00 per share for any 20 trading days within a 30-trading-day period                
Issuance Of Common Stock For Exchange Warrants   1,300,000                                
Number Of Warrants Exchange To Common Stock                     5,923,963   8,321,433   8,167,541   3,374,220  
Class of Warrant or Right, Outstanding                           277,021        
Class Of Warrant Exercise Price Of Warrants                       $ 11.50 $ 7.00 $ 11.50   $ 11.50    
Warrants Exchange Percentage To Issue Common Stock                                 27.00%  
Ratio Of Shares Offered To Warrant Holders                         one share of common stock for every six of the $7.00 Warrants tendered.          
Number Of Shares Issued For Each Warrant                         0.1667       0.1667  
Preferred stock, shares issued 1,000,000 1,000,000                                
Convertible Perpetual Preferred Discount On Issue Of Shares Including Offering Costs                                   $ 3,500,000
Net Proceeds From Issuance Of Convertible Preferred Stock                                   96,500,000
Preferred Stock, Liquidation Preference Per Share   $ 100         $ 100                      
Preferred Stock Conversion Rate   10.6022                                
Preferred Stock Convertible Conversion Price   $ 9.43                                
Adjustments to Additional Paid in Capital, Warrant Issued   9,100,000                                
Dividends Payable, Current 292,000 273,000 0 300,000 1,750,000                          
Convertible Preferred Stock, Shares Reserved for Future Issuance       2,000,000                            
Preferred Stock, Par Or Stated Value Per Share $ 0.0001 $ 0.0001   $ 0.0001                            
Warrants Exercised During Period   1,300,000                                
Issuance Of Common Stock For Exchange Shares                     1,303,267   1,386,941   1,643,453   562,370  
Preferred Stock Purchase Price Per Share                                   $ 96.85
Convertible Perpetual Preferred Discount On Issue Of Shares                                   3,200,000
Annual Cash Dividend Amount $ 7,000,000 $ 1,400,000                                
Investment Warrants Expiration Year                 2015                  
Preferred Stock, Dividend Rate, Percentage                                   7.00%
XML 41 R37.htm IDEA: XBRL DOCUMENT v2.4.0.8
Significant Accounting Policies and Basis of Presentation (Details Textual) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Oct. 04, 2010
Accounting Policies [Line Items]        
Contribution To Warranty Provision $ 6,900,000 $ 1,200,000    
Allowance for Doubtful Accounts Receivable, Current 500,000 1,100,000    
Deferred Finance Costs, Noncurrent, Net 130,036,000 123,796,000    
Tangible Asset Impairment Charges, Total   2,000,000 3,000,000  
Depreciation Impact Change Of Accounting Estimate   19,600,000    
Impact Of Change In Accounting Estimate On Basic Earnings Per Share   $ 0.17    
Impact Of Change In Accounting Estimate On Diluted Earnings Per Share   $ 0.16    
Maximum De Orbit Asset Retirement Obligation 17,600,000      
De Orbit Insurance Coverage 2,500,000      
Asset Retirement Obligation 200,000      
Advertising Expense 500,000 500,000 600,000  
Restricted Cash and Cash Equivalents, Noncurrent 81,223,000 54,233,000    
Asset Impairment Charges, Total 1,500,000      
US Government Contract Future Minimum Payments Receivable Year One 64,000,000      
US Government Contract Future Minimum Payments Receivable Year Two 72,000,000      
US Government Contract Future Minimum Payments Receivable Year Three 88,000,000      
US Government Contract Future Minimum Payments Receivable Year Four 88,000,000      
US Government Contract Future Minimum Payments Receivable Year five 88,000,000      
Line Of Credit Facility Maximum Borrowing Capacity 1,800,000,000     1,800,000,000
Standard 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.      
Cash Flow Projections, Discount Rate 10.00%      
Subsequent Event [Member]
       
Accounting Policies [Line Items]        
Tangible Asset Impairment Charges, Total $ 900,000      
Satellites [Member]
       
Accounting Policies [Line Items]        
Property, Plant and Equipment, Estimated Useful Lives estimated useful life      
Ground System [Member]
       
Accounting Policies [Line Items]        
Property Plant And Equipment Estimated Life Minimum 5 years      
Property Plant And Equipment Estimated Life Maximum 7 years      
Equipment [Member]
       
Accounting Policies [Line Items]        
Property Plant And Equipment Estimated Life Minimum 3 years      
Property Plant And Equipment Estimated Life Maximum 5 years      
Software [Member]
       
Accounting Policies [Line Items]        
Property Plant And Equipment Estimated Life Minimum 3 years      
Property Plant And Equipment Estimated Life Maximum 7 years      
Building [Member]
       
Accounting Policies [Line Items]        
Property, Plant and Equipment, Useful Life 39 years      
Building Improvements [Member]
       
Accounting Policies [Line Items]        
Property, Plant and Equipment, Estimated Useful Lives estimated useful life      
Leasehold Improvements [Member]
       
Accounting Policies [Line Items]        
Property, Plant and Equipment, Estimated Useful Lives shorter of useful life or remaining lease term      
XML 42 R52.htm IDEA: XBRL DOCUMENT v2.4.0.8
Commitments and Contingencies (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Year ending December 31,  
2014 $ 2,702
2015 2,867
2016 2,291
2017 2,239
2018 2,302
Thereafter 7,402
Total $ 19,803
XML 43 R67.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes (Details 4) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Income Taxes [Line Items]    
Balance at January 1, $ 1,405 $ 1,450
Change attributable to tax positions taken in a prior period 54 38
Change attributable to tax positions taken in the current period 7 7
Decrease attributable to lapse of statute of limitations (207) (90)
Balance at December 31, $ 1,259 $ 1,405
XML 44 R61.htm IDEA: XBRL DOCUMENT v2.4.0.8
Segments, Significant Customers, Supplier and Service Providers and Geographic Information (Details Textual)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Segment Reporting Information [Line Items]      
Percentage Of Total Revenue From Prime Contracts 19.00% 20.00% 23.00%
Percentage Of Accounts Receivable From Prime Contracts 34.00% 25.00%  
Property, Plant and Equipment [Member]
     
Segment Reporting Information [Line Items]      
Concentration Percentage 10.00%    
Sales Revenue, Net [Member]
     
Segment Reporting Information [Line Items]      
Concentration Percentage 10.00%    
Largest Commercial Customers [Member]
     
Segment Reporting Information [Line Items]      
Revenue Percentage From Two Major Commercial Customers 16.00% 20.00% 21.00%
Accounts Receivable Percentage From Two Major Customers 15.00% 13.00%  
Accounts Receivable Percentage From Single Major Customers 15.00% 13.00%  
XML 45 R47.htm IDEA: XBRL DOCUMENT v2.4.0.8
Property and Equipment (Details 1) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Property, Plant and Equipment [Line Items]    
Total other construction in process $ 22,963 $ 8,414
Software Development [Member]
   
Property, Plant and Equipment [Line Items]    
Total other construction in process 17,582 7,390
Equipment [Member]
   
Property, Plant and Equipment [Line Items]    
Total other construction in process 4,204 843
Ground System [Member]
   
Property, Plant and Equipment [Line Items]    
Total other construction in process $ 1,177 $ 181
XML 46 R9.htm IDEA: XBRL DOCUMENT v2.4.0.8
Cash and Cash Equivalents and Marketable Securities
12 Months Ended
Dec. 31, 2013
Cash and Cash Equivalents [Abstract]  
Cash, Cash Equivalents, and Marketable Securities [Text Block]
3. Cash and Cash Equivalents and Marketable Securities
 
Cash and Cash Equivalents
 
The following table summarizes the Company’s cash and cash equivalents as of December 31, 2013 and 2012:
 
 
 
 
 
 
 
Recurring Fair
 
 
 
2013
 
2012
 
Value Measurement
 
 
 
(in thousands)
 
 
 
Cash and cash equivalents:
 
 
 
 
 
 
 
 
 
Cash
 
$
86,074
 
$
166,326
 
 
 
Money market funds
 
 
88,769
 
 
88,092
 
Level 1
 
Commercial paper
 
 
11,499
 
 
-
 
Level 2
 
Total Cash and cash equivalents
 
$
186,342
 
$
254,418
 
 
 
     
Marketable Securities
 
The following table summarizes the Company’s marketable securities as of December 31, 2013:
 
 
 
 
 
Recurring Fair
 
 
 
2013
 
Value Measurement
 
 
 
(in thousands)
 
 
 
Marketable securities:
 
 
 
 
 
 
Fixed-income debt securities
 
$
57,032
 
Level 2
 
Commercial paper
 
 
19,615
 
Level 2
 
Total Marketable securities
 
$
76,647
 
 
 
 
The Company did not have any marketable securities at December 31, 2012.
 
As of December 31, 2013, all investments in fixed income securities with original maturities in excess of three months are included in marketable securities on the consolidated balance sheet. The following table presents the contractual maturities of the fixed income debt securities and commercial paper held as of December 31, 2013:
 
 
 
Amortized
 
Gross Unrealized
 
Estimated
 
 
 
Cost
 
Loss
 
Fair Value
 
 
 
(in thousands)
 
Fixed-income debt securities:
 
 
 
 
 
 
 
 
 
 
Mature within one year
 
$
3,004
 
$
-
 
$
3,004
 
Mature after one year and within three years
 
 
54,044
 
 
(16)
 
 
54,028
 
Commercial paper:
 
 
 
 
 
 
 
 
 
 
Mature within one year
 
 
19,615
 
 
-
 
 
19,615
 
Total
 
$
76,663
 
$
(16)
 
$
76,647
 
 
The Company’s gross and net-of-tax unrealized loss on marketable securities for the year ended December 31, 2013 was approximately $16,000 and $10,000, respectively. The change in unrealized loss on marketable securities, net of tax, is included within comprehensive income on the consolidated statements of operations and comprehensive income.
XML 47 R62.htm IDEA: XBRL DOCUMENT v2.4.0.8
Employee Benefit Plan (Details Textual) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]      
Defined Contribution Plan Employee Matching Contribution Annual Vesting Percentage 100.00%    
Maximum Employee Contribution Percentage 100.00%    
Maximum Deferral Contribution Percentage 5.00%    
Defined Contribution Plan, Employer Discretionary Contribution Amount $ 1.2 $ 1.2 $ 1.1
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Debt (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Line of Credit Facility [Line Items]  
2014 $ 108
2015 135
2016 162
2017 $ 189

XML 50 R29.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stock-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2013
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]  
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]
Assumptions used in determining the fair value of the Company’s options were as follows:
 
 
 
Year Ended December 31,
 
 
 
 
2013
 
 
2012
 
 
2011
 
 
Expected volatility
 
41% - 42%
 
 
42% - 45%
 
 
40% - 45%
 
 
Expected term (years)
 
3.00 - 6.25
 
 
5.50 - 6.25
 
 
5.50 - 6.25
 
 
Expected dividends
 
0%
 
 
0%
 
 
0%
 
 
Risk free interest rate
 
0.58% - 1.93%
 
 
0.78% - 1.17%
 
 
1.16% - 2.65%
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]
A summary of the activity of the Company’s stock options as of December 31, 2013 is as follows:
 
 
 
 
 
 
 
 
Weighted-
 
 
 
 
 
 
 
 
Weighted-
 
Average
 
 
 
 
 
 
 
 
Average
 
Remaining
 
Aggregate
 
 
 
 
 
Exercise Price
 
Contractual
 
Intrinsic
 
 
 
Shares
 
Per Share
 
Term (Years)
 
Value
 
 
 
(In thousands, except years and per share data)
 
Options outstanding at January 1, 2013
 
5,431
 
$
8.30
 
 
 
 
 
 
Granted
 
1,339
 
$
6.31
 
 
 
 
 
 
Cancelled or expired
 
(340)
 
$
8.62
 
 
 
 
 
 
Exercised
 
(4)
 
$
6.54
 
 
 
 
 
 
Forfeited
 
(243)
 
$
7.31
 
 
 
 
 
 
Options outstanding at December 31, 2013
 
6,183
 
$
7.89
 
7.05
 
$
140
 
Options vested and exercisable at December 31, 2013
 
3,918
 
$
8.36
 
6.24
 
$
-
 
Options exercisable and expected to vest at December
    31, 2013
 
6,142
 
$
7.90
 
7.04
 
$
136
 
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]
A summary of the Company’s activity for the year ended December 31, 2013 for outstanding RSUs is as follows:
 
 
 
 
 
Weighted-
 
 
 
 
 
Average
 
 
 
 
 
Grant Date
 
 
 
 
 
Fair Value
 
 
 
RSUs
 
Per RSU
 
 
 
(In thousands)
 
 
 
 
Outstanding at January 1, 2013
 
1,007
 
$
7.60
 
Granted
 
863
 
$
6.18
 
Forfeited
 
(310)
 
$
7.25
 
Released
 
(254)
 
$
7.56
 
Outstanding at December 31, 2013
 
1,306
 
$
6.76
 
Vested at December 31, 2013
 
346
 
 
 
Schedule of Unvested Restricted Stock Units Roll Forward [Table Text Block]
summary of the Company’s activity for the year ended December 31, 2013 for unvested RSUs is as follows:
 
 
 
 
 
Weighted-
 
 
 
 
 
Average
 
 
 
 
 
Grant Date
 
 
 
 
 
Fair Value
 
 
 
RSUs
 
Per RSU
 
 
 
(In thousands)
 
 
 
 
Non-vested at January 1, 2013
 
740
 
$
7.56
 
Granted
 
863
 
$
6.18
 
Vested
 
(333)
 
$
7.34
 
Forfeited
 
(310)
 
$
7.25
 
Non-vested at December 31, 2013
 
960
 
$
6.50
 
XML 51 R28.htm IDEA: XBRL DOCUMENT v2.4.0.8
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]
Future minimum lease payments, by year and in the aggregate, under noncancelable operating leases at December 31, 2013, are as follows:
 
 
 
Operating
 
Year ending December 31,
 
Leases
 
 
 
(In thousands)
 
2014
 
$
2,702
 
2015
 
 
2,867
 
2016
 
 
2,291
 
2017
 
 
2,239
 
2018
 
 
2,302
 
Thereafter
 
 
7,402
 
Total
 
$
19,803
 
XML 52 R56.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stock-Based Compensation (Details 2) (Outstanding Restricted Stock Units [Member], USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Outstanding Restricted Stock Units [Member]
 
Schedule Of Share Based Compensation Restricted Stock Units Award Activity [Line Items]  
Outstanding - Restricted Stock Units 1,007
Granted - Restricted Stock Units 863
Forfeited - Restricted Stock Units (310)
Released - Restricted Stock Units (254)
Outstanding - Restricted Stock Units 1,306
Vested at December 31, 2013 346
Outstanding - Weighted Average Grant Date Fair Value Per RSU $ 7.60
Granted - Weighted Average Grant Date Fair Value Per RSU $ 6.18
Forfeited - Weighted Average Grant Date Fair Value Per RSU $ 7.25
Released - Weighted Average Grant Date Fair Value Per RSU $ 7.56
Outstanding - Weighted Average Grant Date Fair Value Per RSU $ 6.76
XML 53 R44.htm IDEA: XBRL DOCUMENT v2.4.0.8
Debt (Details Textual) (USD $)
1 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Aug. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Oct. 04, 2010
Dec. 31, 2010
Tranche One [Member]
Oct. 04, 2010
Tranche One [Member]
Dec. 31, 2010
Tranche Two [Member]
Oct. 04, 2010
Tranche Two [Member]
Dec. 31, 2013
Line of Credit [Member]
Dec. 31, 2012
Line of Credit [Member]
Line of Credit Facility [Line Items]                      
Line of Credit Facility, Maximum Borrowing Capacity   $ 1,800,000,000     $ 1,800,000,000   $ 1,537,500,000   $ 262,500,000    
Interest Expense, Debt, Total   39,600,000 25,500,000 11,900,000              
Interest Expense Paid Via Deemed Loan   27,500,000 17,800,000 8,300,000              
Percentage Of Additional Amount Drawn To Cover Policy Premium   6.49%                  
Line of Credit Facility, Commitment Fee Percentage   0.80%                  
Undrawn Credit Facility Fees   7,708,000 10,232,000 12,524,000           7,700,000 10,200,000
Percentage Of Costs Under Development Contract   85.00%                  
Line Of Credit Facility Interest Costs Capitalized   39,600,000                  
Line Of Credit Facility Interest Payable In Cash   12,100,000                  
Line Of Credit Facility Cash Interest Payments During Period   9,700,000                  
Line Of Credit Facility Accrued Interest At Period End Payable In Cash   2,400,000                  
Line Of Credit Facility Interest Payable In Deemed Loans   27,500,000                  
Line Of Credit Facility Interest Payments Via Deemed Loan During Period   22,000,000                  
Line Of Credit Facility Accrued Interest At Period End Payable Via Deemed Loan   5,500,000                  
Minimum Required Cash Reserve Balance For Credit Facility   81,000,000                  
Line of Credit Facility, Remaining Borrowing Capacity                   760,800,000  
Long-Term Line Of Credit, Noncurrent   1,039,203,000 751,787,000             1,039,200,000  
Proceeds from Warrant Exercises   3,000 9,114,000 1,000              
Airtime Credits Allowed Under Lender Agreement 10,000,000                    
Additional Funds Raised Allowed Under Lender Agreement 15,000,000                    
Aireon Investment Allowed Under Lender Agreement 12,500,000                    
Required Equity Raise Under Lender Agreement     100,000,000                
Line Of Credit Facility Pro Rata Rate           4.96%          
Line Of Credit Facility Interest Rate On Deemed Loan           3.56%          
Line Of Credit Facility Pro Rata Rate Description               (“LIBOR”) plus 1.95%.      
Line Of Credit Facility Interest Rate On Deemed Loan Description               LIBOR plus 0.55%.      
Interest Payable Credit Facility Current                   8,000,000 5,400,000
Maximum Required Cash Reserve Balance For Credit Facility                   189,000,000  
Minimum Cash Balance Under Line Of Credit   25,000,000                  
Line of Credit Facility, Covenant Terms   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 consolidated operational earnings before interest, taxes, depreciation and amortization, or operational EBITDA, levels for the 12-month periods ending each December 31 and June 30 through June 30, 2017;specified minimum cash flow requirements from customers who have hosted payloads on the Companys satellites during the 12-month periods ending each December 31 and June 30, beginning December 31, 2014 and ending on June 30, 2017;a debt service coverage ratio, measured during the repayment period, of not less than 1 to 1.5; andspecified maximum leverage levels during the repayment period that decline from a ratio of 4.75 to 1 for thetwelve months ending June 30, 2017 to a ratio of 2.5 to 1 for thetwelve months ending June 30, 2025.                  
Available Cash Balance As Defined Under Line Of Credit   204,000,000 254,400,000                
Debt To Equity Ratio As Defined Under Line Of Credit                   0.48 0.36
Available Cure Balance As Defined Under Line Of Credit   $ 700,000                  
XML 54 R30.htm IDEA: XBRL DOCUMENT v2.4.0.8
Segments, Significant Customers, Supplier and Service Providers and Geographic Information (Tables)
12 Months Ended
Dec. 31, 2013
Segment Reporting [Abstract]  
Schedule Of Long Lived Assets By Geographical Areas [Table Text Block]
Net property and equipment by geographic area was as follows as of December 31:
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
 
United States
 
$
118,011
 
$
94,017
 
Satellites in orbit
 
 
96,231
 
 
137,720
 
Iridium NEXT systems under construction
 
 
1,341,148
 
 
972,908
 
All others (1)
 
 
20,189
 
 
6,048
 
Total
 
$
1,575,579
 
$
1,210,693
 
 
(1)             No one other country represented more than 10% of property and equipment, net.
Schedule Of Revenues From External Customers By Geographical Areas [Table Text Block]
Revenue by geographic area was as follows for the years ended December 31:
 
 
 
2013
 
2012
 
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
 
United States
 
$
175,054
 
$
178,145
 
$
176,043
 
Canada
 
 
49,541
 
 
53,279
 
 
52,419
 
United Kingdom
 
 
37,421
 
 
42,706
 
 
48,886
 
Other countries (1)
 
 
120,633
 
 
109,390
 
 
106,959
 
Total
 
$
382,649
 
$
383,520
 
$
384,307
 
 
 (1)                 No one other country represented more than 10% of revenue.
XML 55 R31.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2013
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]
U.S. and foreign components of income before income taxes are presented below:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
(In thousands)
 
U.S. income
 
$
111,685
 
$
94,719
 
$
65,272
 
Foreign income (loss)
 
 
(1,220)
 
 
299
 
 
309
 
Total income before income taxes
 
$
110,465
 
$
95,018
 
$
65,581
 
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]
The components of the Company’s income tax provision are as follows:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
(In thousands)
 
Current taxes:
 
 
 
 
 
 
 
 
 
 
Federal provision (benefit)
 
$
(12)
 
$
(47)
 
$
82
 
State provision
 
 
7
 
 
96
 
 
816
 
Foreign provision
 
 
723
 
 
849
 
 
567
 
Total current tax provision
 
 
718
 
 
898
 
 
1,465
 
Deferred taxes:
 
 
 
 
 
 
 
 
 
 
Federal provision
 
 
39,041
 
 
30,014
 
 
21,089
 
State provision (benefit)
 
 
8,240
 
 
(610)
 
 
1,995
 
Foreign provision (benefit)
 
 
(51)
 
 
85
 
 
(3)
 
Total deferred tax provision
 
 
47,230
 
 
29,489
 
 
23,081
 
Total income tax provision
 
$
47,948
 
$
30,387
 
$
24,546
 
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
A reconciliation of the U.S. federal statutory income tax expense to the Company’s effective income tax provision is as follows:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
(In thousands)
 
U.S. federal statutory tax rate
 
$
38,668
 
$
33,256
 
$
22,955
 
State taxes, net of federal benefit
 
 
9,048
 
 
3,837
 
 
2,561
 
State tax valuation allowance
 
 
3,151
 
 
1,943
 
 
-
 
Arizona tax law change
 
 
(3,975)
 
 
(9,524)
 
 
(3,126)
 
Other nondeductible expenses
 
 
1,185
 
 
414
 
 
854
 
Liability for uncertain tax positions
 
 
(146)
 
 
(45)
 
 
704
 
Tax credits and other adjustments
 
 
(849)
 
 
223
 
 
784
 
Foreign taxes and other items
 
 
866
 
 
283
 
 
(186)
 
Total income tax provision
 
$
47,948
 
$
30,387
 
$
24,546
 
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]
The components of deferred tax assets and liabilities at December 31, 2013 and 2012 are as follows:
 
 
 
As of December 31,
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Deferred tax assets
 
 
 
 
 
 
 
Long-term contracts
 
$
33,988
 
$
22,894
 
Deferred revenue
 
 
4,086
 
 
6,212
 
Federal, state and foreign net operating loss carryforwards
    and tax credits
 
 
133,190
 
 
122,948
 
Other
 
 
21,571
 
 
19,551
 
Total deferred tax assets
 
 
192,835
 
 
171,605
 
Valuation allowance
 
 
(6,567)
 
 
(2,200)
 
Net deferred tax assets
 
$
186,268
 
$
169,405
 
 
 
 
 
 
 
 
 
Deferred tax liabilities
 
 
 
 
 
 
 
Fixed assets and intangibles
 
$
(58,220)
 
$
(58,930)
 
Research and development expenditures
 
 
(318,340)
 
 
(254,312)
 
Other
 
 
(3,457)
 
 
(2,824)
 
Total deferred tax liabilities
 
$
(380,017)
 
$
(316,066)
 
 
 
 
 
 
 
 
 
Net deferred income tax liabilities
 
$
(193,749)
 
$
(146,661)
 
Summary of Income Tax Contingencies [Table Text Block]
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits which includes related interest and penalties:
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Balance at January 1,
 
$
1,405
 
$
1,450
 
Change attributable to tax positions taken in a prior period
 
 
54
 
 
38
 
Change attributable to tax positions taken in the current period
 
 
7
 
 
7
 
Decrease attributable to lapse of statute of limitations
 
 
(207)
 
 
(90)
 
Balance at December 31,
 
$
1,259
 
$
1,405
 
XML 56 R8.htm IDEA: XBRL DOCUMENT v2.4.0.8
Significant Accounting Policies and Basis of Presentation
12 Months Ended
Dec. 31, 2013
Accounting Policies [Abstract]  
Significant Accounting Policies [Text Block]
2. Significant Accounting Policies and Basis of Presentation
 
Principles of Consolidation and Basis of Presentation
 
The Company has prepared the consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying 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 intercompany transactions and balances have been eliminated and net income not attributable to the Company (when material) has been allocated to noncontrolling interests.
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ materially from those estimates.
 
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, deposits and other current assets, accounts receivable, accounts payable, 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.
 
As of December 31, 2013 and 2012, the carrying values of short-term financial instruments (primarily cash and cash equivalents, prepaid expenses, deposits and other current assets, accounts receivable, accounts payable, accrued expenses and other current liabilities and other obligations) approximate their fair values because of their short-term nature. The fair value of the Company’s investments in money market funds approximates their carrying value; such instruments are classified as Level 1 and are included in cash and cash equivalents on the condensed consolidated balance sheet. 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 consolidated balance sheet.
 
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.
 
Concentrations of Credit Risk
 
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and receivables. The majority of cash is swept nightly into a money market fund invested in U.S. treasuries, Agency Mortgage Backed Securities and/or U.S. Government guaranteed debt. While the Company maintains its cash and cash equivalents with financial institutions with high credit ratings, it often maintains those deposits in federally insured financial institutions in excess of federally insured (FDIC) limits. The Company’s marketable securities are highly-rated corporate and foreign fixed-income debt securities and commercial paper with an original maturity in excess of ninety days. The Company performs credit evaluations of its customers’ financial condition and records reserves to provide for estimated credit losses. Accounts receivable are due from both domestic and international customers. 
 
Cash, Cash Equivalents and Restricted Cash
 
The Company considers all highly liquid investments with original maturities of ninety days or less to be cash equivalents. The cash and cash equivalents balance as of December 31, 2012 consisted of cash deposited in money market funds and regular interest bearing and non-interest bearing depository accounts. In 2013, the Company made investments in commercial paper and government-issued debt securities with original maturities within ninety days of purchase. These investments, along with cash deposited in money market funds, regular interest bearing and non-interest bearing depository accounts, are classified as cash and cash equivalents as of December 31, 2013 on the consolidated balance sheet. The Company is required to maintain a minimum cash reserve for debt service related to its $1.8 billion loan facility (the “Credit Facility”). As of December 31, 2013 and 2012, 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 $81.2 million and $54.2 million, respectively.
 
Marketable Securities
 
Marketable securities consist of corporate and foreign 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 current assets on the consolidated balance sheet. 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 year ended December 31, 2013. The Company regularly monitors and evaluates the fair value of its investments to identify other-than-temporary declines in value. The Company determined that no other-than-temporary declines in value existed at December 31, 2013. The Company did not have any marketable securities at December 31, 2012.
 
Accounts Receivable
 
Trade accounts receivable are recorded at the invoiced amount and are subject to late fee penalties. Management develops its estimate of an allowance for uncollectible receivables based on the Company’s experience with specific customers, aging of outstanding invoices, its understanding of customers’ current economic circumstances and its own judgment as to the likelihood that the Company will ultimately receive payment. The Company writes off its accounts receivable when balances ultimately are deemed uncollectible. The allowance for doubtful accounts was $0.5 million and $1.1 million as of December 31, 2013 and 2012, respectively.
 
Foreign Currencies
 
The functional currency of the Company’s foreign consolidated subsidiaries is their local currency. Assets and liabilities of its foreign subsidiaries are translated to U.S. dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the weighted average exchange rates prevailing during the reporting period. Translation adjustments are accumulated in a separate component of stockholders’ equity. Transaction gains or losses are classified as other income (expense), net in the accompanying consolidated statements of operations and comprehensive income.
 
Internally Developed Software
 
The Company capitalizes the costs of acquiring, developing and testing software to meet its internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when the preliminary project stage is complete and it is probable that the project will be completed and used to perform the function intended. Capitalized costs include only (i) external direct cost of materials and services consumed in developing or obtaining internal-use software and (ii) payroll and payroll-related costs for employees who are directly associated with, and devote time to, the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Internal use software costs are amortized once the software is placed in service using the straight-line method over periods ranging from three to seven years.
 
Deferred Financing Costs
 
Direct and incremental costs incurred in connection with securing debt financing are deferred and are amortized as additional interest expense using the effective interest method over the term of the related debt.
 
As of December 31, 2013 and 2012, the Company had deferred approximately $130.0 million and $123.8 million, respectively, of direct and incremental financing costs associated with securing debt financing for Iridium NEXT, the Company’s next-generation satellite constellation. 
 
Capitalized Interest
 
Interest costs associated with financing the Company’s assets during the construction period of Iridium NEXT have been capitalized. Capitalized interest and interest expense were as follows:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
(In thousands)
 
Capitalized interest
 
$
52,136
 
$
29,305
 
$
12,825
 
Interest expense
 
 
583
 
 
114
 
 
42
 
Total interest
 
$
52,719
 
$
29,419
 
$
12,867
 
 
Inventory
 
Inventory consists primarily of finished goods, although the Company at times also maintains an inventory of raw materials from third-party manufacturers. The Company outsources manufacturing of subscriber equipment to third-party manufacturers and purchases accessories from third-party suppliers. The Company’s cost of inventory includes an allocation of overhead (including payroll and payroll-related costs of employees directly involved in bringing inventory to its existing condition, and freight). Inventories are valued using the average cost method and are carried at the lower of cost or market. Accordingly, the Company recorded a $1.5 million expense included within cost of subscriber equipment for excess and obsolete inventory primarily related to Iridium 9505 handset accessories. No similar charge was incurred during 2012. 
 
The Company has manufacturing agreements with two suppliers to manufacture subscriber equipment, one of which contains minimum monthly purchase requirements. The Company’s purchases have exceeded the monthly minimum requirements since inception. Pursuant to an agreement with the suppliers, the Company may be required to purchase excess materials if the materials are not used in production within the periods specified in the agreement. The suppliers will then repurchase such materials from the Company at the same price paid by the Company, as required for the production of the subscriber equipment.
 
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 consolidated statements of operations and comprehensive income in a manner consistent with the classification of the recipient’s compensation. 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 consolidated statements of operations and comprehensive income. Classification of stock-based compensation for the years ended December 31, 2013 and 2012 is as follows:
 
 
2013
 
2012
 
 
 
(In thousands)
 
Property and equipment, net
 
$
991
 
$
760
 
Inventory
 
 
43
 
 
60
 
Cost of subscriber equipment
 
 
32
 
 
157
 
Cost of services (exclusive of depreciation and amortization)
 
 
550
 
 
608
 
Research and development
 
 
132
 
 
209
 
Selling, general and administrative
 
 
6,001
 
 
6,356
 
Total stock-based compensation
 
$
7,749
 
$
8,150
 
 
Depreciation Expense
 
The Company calculates depreciation expense using the straight-line method and evaluates the appropriateness of the useful life used in this calculation on a quarterly basis. During 2012, the Company updated its analysis of the current satellite constellation’s health and remaining useful life. Based on the results of this analysis, the Company estimates that its current constellation of satellites will be operational for longer than previously expected. As a result, the estimated useful life of the current constellation has been extended and is also consistent with the expected deployment of Iridium NEXT. This change in estimated useful life resulted in a decrease in depreciation expense compared to the prior year. The change in accounting estimate reduced depreciation expense in 2012 by $19.6 million. For the year ended December 31, 2012, the reduction in depreciation expense increased basic and diluted net income per share by $0.17 and $0.16, respectively.
 
Property and Equipment
 
Property and equipment is carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the following estimated useful lives:
 
Satellites
estimated useful life
Ground system
5-7 years
Equipment
3-5 years
Internally developed software and purchased software    
3-7 years
Building
39 years
Building improvements
estimated useful life
Leasehold improvements
shorter of useful life or remaining lease term
 
The estimated useful lives of the Company’s satellites are the remaining period of expected use for each satellite. Satellites are depreciated on a straight-line basis through the earlier of the estimated remaining useful life or the date they are expected to be replaced by Iridium NEXT satellites. Based on the current launch schedule, the Company expects Iridium NEXT satellites to begin deployment in 2015, with the final launch expected to occur by mid-2017.
 
Repairs and maintenance costs are expensed as incurred.
 
Long-Lived Assets
 
The Company assesses its long-lived assets for impairment when indicators of impairment exist. Recoverability of assets is measured by comparing the carrying amounts of the assets to the future undiscounted cash flows expected to be generated by the assets. Any impairment loss would be measured as the excess of the assets’ carrying amount over their fair value.
 
During the period covered by this report, the Company lost communication with two of its in-orbit satellites, one in 2012 and one in 2011. As a result, impairment charges of $2.0 million and $3.0 million were recorded within depreciation expense during 2012 and 2011, respectively. The Company had in-orbit spare satellites available to replace the lost satellites. No similar satellite loss occurred during 2013. However, the Company lost communication with an in-orbit satellite during January 2014 and, as a result, an impairment charge of $0.9 million will be recorded within depreciation expense during the first quarter of 2014. The Company does not believe the loss of this satellite in 2014 is an indicator of impairment of the individual satellite or the constellation as of December 31, 2013.
 
Goodwill and Other Intangible Assets
 
Goodwill
 
Goodwill is the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. Impairment testing for goodwill is performed during the fourth quarter of each annual period or more frequently if indicators of potential impairment exist. Goodwill impairment is determined using a two-step process.  The first step involves a comparison of the estimated fair value of a reporting unit to its carrying amount, including goodwill.  If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary.  If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed.  To measure the amount of impairment loss, if any, the implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. Specifically, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.
 
The Company operates in a single reporting unit and the possibility of impairment is assessed by comparing the carrying amount of the reporting unit to its estimated fair value.  The Company determines the estimated fair value of the reporting unit based on a combination of the market approach using comparable public companies (guideline company method) and the income approach using discounted cash flows. These valuation techniques involve the use of estimates and assumptions.
 
The most recent annual assessment of goodwill and indefinite-lived assets was performed on October 1, 2013 (the “2013 Analysis”).  The key assumptions used in the 2013 Analysis included: (i) cash flow projections through 2025, which include assumptions relative to forecasted service revenue, equipment revenue, engineering and support service revenue, hosted payload revenue, operating expenses and Iridium NEXT capital expenditures; (ii) a discount rate of 10.0% applied to the cash flow projections, which was based on the weighted average cost of capital adjusted for the risks associated for the business; (iii) selection of comparable companies used in the market approach; (iv) assumptions in weighting the results of the income approach and the market approach valuation techniques; and (v) expected distributions from Aireon. Based on the results of the first step of the 2013 Analysis, the estimated fair value of the reporting unit exceeded the carrying value.  As such, the second step of the goodwill impairment test was not required and no impairment charge was recorded during the period.  In future periods, if actual results are not consistent with our estimates and assumptions, we may be exposed to impairment losses that could be material to our results of operations.  
 
Intangible Assets Not Subject to Amortization
 
A portion of the Company’s intangible assets are spectrum, regulatory authorizations, and trade names which are indefinite-lived intangible assets. The Company reevaluates the useful life determination for these assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. The Company tests its indefinite-lived intangible assets for potential impairment annually in the fourth quarter or more frequently if indicators of impairment exist. If the fair value of the indefinite-lived asset is less than the carrying amount, an impairment loss is recognized. Based on the results of the 2013 Analysis, the fair value of the indefinite-lived assets was greater than the carrying value. As such, no impairment charge was recorded during the period.
 
Intangible Assets Subject to Amortization
 
The Company’s intangible assets that do have finite lives (customer relationships – government and commercial, core developed technology, intellectual property and software) are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. The Company also reevaluates the useful lives for these intangible assets each reporting period to determine whether events and circumstances warrant a revision in their remaining useful lives. 
  Asset Retirement Obligations
 
Liabilities arising from legal obligations associated with the retirement of long-lived assets are required to be measured at fair value and recorded as a liability. Upon initial recognition of a liability for retirement obligations, a company must record an asset, which is depreciated over the life of the asset to be retired.
 
Under certain circumstances, each of the U.S. government, The Boeing Company (“Boeing”), and Motorola Solutions, Inc. (“Motorola Solutions”) has the right to require the de-orbit of the Company’s satellite constellation. One such right the U.S. government holds is to require the Company to de-orbit the satellite constellation if more than four satellites have insufficient fuel to execute a 12-month de-orbit, as is currently the case. In the event the Company was required to effect a mass de-orbit, pursuant to the amended and restated operations and maintenance agreement (the “O&M Agreement”) by and between the Company’s indirect wholly owned subsidiary, Iridium Constellation LLC (“Iridium Constellation”), and Boeing, the Company would be required to pay Boeing $17.6 million, plus an amount equivalent to the premium for de-orbit insurance coverage ($2.5 million as of December 31, 2013). The Company has concluded that each of the foregoing de-orbit rights meets the definition of an asset retirement obligation. However, the Company currently does not believe the U.S. government, Boeing or Motorola Solutions will exercise their respective de-orbit rights. As a result, the Company believes the likelihood of any future cash outflows associated with the mass de-orbit obligation is remote and has recorded an asset retirement obligation with respect to the potential mass de-orbit of approximately $0.2 million at December 31, 2013, which is included in other long-term liabilities on the accompanying consolidated balance sheet.
 
There are other circumstances in which the Company could be required, either by the U.S. government or for technical reasons, to de-orbit an individual satellite; however, the Company believes that such costs would not be significant relative to the costs associated with the ordinary operations of the satellite constellation.
 
Revenue Recognition
 
The Company derives its revenue primarily as a wholesaler of satellite communications products and services. The primary types of revenue include (i) service revenue (access and usage-based airtime fees), (ii) subscriber equipment revenue, and (iii) revenue generated by providing engineering and support services to commercial and government customers.
 
Wholesaler of satellite communications products and services
 
Pursuant to wholesale agreements, the Company sells its products and services to service providers who, in turn, sell the products and services to other distributors or directly to the end users. The Company recognizes revenue when services are performed or delivery has occurred, evidence of an arrangement exists, the fee is fixed or determinable, and collection is probable, as follows:
 
Contracts with multiple elements
 
At times, the Company sells services and equipment through multi-element arrangements that bundle equipment, airtime and other services. For multi-element revenue arrangements when the Company sells services and equipment in bundled arrangements that include guaranteed minimum orders and determines that it has separate units of accounting, the Company allocates the bundled contract price among the various contract deliverables based on each deliverable’s relative selling price. The selling price used for each deliverable is based on vendor-specific objective evidence when available, third-party evidence when vendor-specific objective evidence is not available, or the estimated selling price when neither vendor-specific evidence nor third party evidence is available. The Company determines vendor-specific objective evidence of selling price by assessing sales prices of subscriber equipment, airtime and other services when they are sold to customers on a stand-alone basis. When the Company determines the elements are not separate units of accounting, the Company recognizes revenue on a combined basis as the last element is delivered.
 
Service revenue sold on a stand-alone basis
 
Service revenue is generated from the Company’s service providers through usage of its satellite system and through fixed monthly access fees per user charged to service providers. Revenue for usage is recognized when usage occurs. Revenue for fixed-per-user access fees is recognized ratably over the period in which the services are provided to the end user. The Company sells prepaid services in the form of e-vouchers and prepaid cards. A liability is established for the cash paid for the e-voucher or prepaid card on purchase. The Company recognizes revenue from the prepaid services (i) upon the use of the e-voucher or prepaid card by the customer; (ii) upon the expiration of the right to access the prepaid service; or (iii) when it is determined that the likelihood of the prepaid card being redeemed by the customer is remote (“Prepaid Card Breakage”). The Company has determined the recognition of Prepaid Card Breakage based on its historical redemption patterns. The Company does not offer refund privileges for unused prepaid services.
     
Subscriber equipment sold on a stand-alone basis
 
The Company recognizes subscriber equipment sales and the related costs when title to the equipment (and the risks and rewards of ownership) passes to the customer, typically upon shipment.
 
Services sold to the U.S. government
 
The Company provides airtime and airtime support to U.S. government and other authorized customers pursuant to the Enhanced Mobile Satellite Services (“EMSS”) contract managed by the Defense Information Systems Agency (“DISA”). The EMSS contract, entered into in April 2008, provided for a one-year base term and four additional one-year options which were exercised at the election of the U.S. government. Under the terms of this contract, the Company provided airtime to U.S. government subscribers through (i) fixed monthly fees on a per-user basis for unlimited voice services, (ii) fixed monthly fees per user for unlimited paging services, (iii) a tiered pricing plan (based on usage) per device for data services, (iv) fixed monthly fees on a per-user basis for unlimited beyond-line-of-sight push-to-talk voice services to user-defined groups (“Netted Iridium”), and (v) a monthly fee for active user-defined groups using Netted Iridium. Revenue related to these services was recognized ratably over the periods in which the services were provided, and the related costs were expensed as incurred.    After the exercise of all available optional contract extensions, the EMSS contract as signed in April 2008 expired in October of 2013.
 
Effective October 22, 2013, the Company executed a new five-year EMSS contract. Under the terms of this new agreement, authorized customers will continue to utilize airtime services, provided through the U.S. Department of Defense’s (“DoD”) dedicated gateway.  These services will include unlimited global secure and unsecure voice, low and high-speed data, paging, and Netted Iridium services for an unlimited number of DoD and other federal subscribers.  The fixed-price rates in each of the five contract years, which run from October 22 through the following October 21 of each year, are $64 million and $72 million in years one and two, respectively, and $88 million in each of the years three through five. Under this contract, revenue is driven from the fixed-price contract with unlimited subscribers, and is recognized on a straight-line basis over each contractual year.
 
The U.S. government purchases its subscriber equipment from third-party distributors and not directly from the Company.
 
Government engineering and support services
 
The Company provides maintenance services to the U.S. government’s dedicated gateway. This revenue is recognized ratably over the periods in which the services are provided; the related costs are expensed as incurred.
 
Other government and commercial engineering and support services
 
The Company also provides engineering services to assist customers in developing new technologies for use on the Company’s satellite system. The revenue associated with these services is recorded when the services are rendered, typically on a proportional performance method of accounting based on the Company’s estimate of total costs expected to complete the contract, and the related costs are expensed as incurred. Revenue on cost-plus-fixed-fee contracts is recognized to the extent of estimated costs incurred plus the applicable fees earned. The Company considers fixed fees under cost-plus-fixed-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. The portion of revenue on research and development arrangements that is contingent upon the achievement of substantive milestone events is recognized in the period in which the milestone is achieved.
 
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 consolidated statements of operations and comprehensive income. The Company recorded an increase of $6.9 million for the warranty provision for the year ended December 31, 2013 compared to the prior year, primarily due to higher warranty claims and other warranty-related initiatives for the Iridium Pilot® terminals. During 2012, the Company identified production deficiencies related to the Iridium Extreme satellite handset; a reserve for the remediation of these deficiencies contributed $1.2 million to the warranty provision during 2012.
   
Changes in the warranty reserve for the years ended December 31, 2013 and 2012 were as follows:
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Balance at beginning of the period
 
$
4,050
 
$
4,101
 
Provision
 
 
11,690
 
 
4,795
 
Utilization
 
 
(6,887)
 
 
(4,846)
 
Balance at end of the period
 
$
8,853
 
$
4,050
 
 
Research and Development
 
Research and development costs are charged to expense in the period in which they are incurred.
 
Advertising Costs
 
Costs associated with advertising and promotions are expensed as incurred. Advertising expenses were $0.5 million for each of the years ended December 31, 2013 and 2012, and $0.6 million for the year ended 2011.
 
Income Taxes
 
The Company accounts for income taxes using the asset and liability approach, which requires the recognition of tax benefits or expenses for temporary differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company also recognizes a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. The Company’s policy is to recognize interest and penalties on uncertain tax positions as a component of income tax expense.
 
Net Income Per Share
 
The Company calculates basic net income per share by dividing net income available 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 the outstanding convertible preferred securities is computed using the as-if converted method at the stated conversion rate. The Company’s unvested RSUs 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.
XML 57 R32.htm IDEA: XBRL DOCUMENT v2.4.0.8
Net Income Per Share (Tables)
12 Months Ended
Dec. 31, 2013
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
The computations of basic and diluted net income per share are set forth below:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except per share data)
 
Numerator:
 
 
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
 
$
55,517
 
$
62,939
 
$
41,035
 
Net income allocated to participating securities
 
 
(46)
 
 
(54)
 
 
(29)
 
Numerator for basic net income per share
 
 
55,471
 
 
62,885
 
 
41,006
 
Dividends on Series A Preferred Stock
 
 
7,000
 
 
1,692
 
 
-
 
Numerator for diluted net income per share
 
$
62,471
 
$
64,577
 
$
41,006
 
 
 
 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
 
 
 
Denominator for basic net income per share -
     weighted average outstanding common shares
 
 
76,909
 
 
74,239
 
 
72,164
 
Dilutive effect of warrants
 
 
-
 
 
1,272
 
 
1,395
 
Dilutive effect of stock options
 
 
-
 
 
6
 
 
-
 
Dilutive effect of Series A Preferred Stock
 
 
10,602
 
 
2,665
 
 
-
 
Denominator for diluted net income per share
 
 
87,511
 
 
78,182
 
 
73,559
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share - basic
 
$
0.72
 
$
0.85
 
$
0.57
 
Net income per share - diluted
 
$
0.71
 
$
0.83
 
$
0.56
 
XML 58 R40.htm IDEA: XBRL DOCUMENT v2.4.0.8
Cash and Cash Equivalents and Marketable Securities (Details 2) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Fixed-income debt securities:  
Mature within one year - Amortized Cost $ 3,004
Mature after one year and within three years - Amortized Cost 54,044
Mature within one year - Gross Unrealized Gain (Loss) 0
Mature after one year and within three years - Gross Unrealized Gain (Loss) (16)
Mature within one year - Estimated Fair Value 3,004
Mature after one year and within three years - Estimated Fair Value 54,028
Commercial paper:  
Mature within one year - Amortized Cost 19,615
Mature within one year - Gross Unrealized Gain (Loss) 0
Mature within one year - Estimated Fair Value 19,615
Total - Amortized Cost 76,663
Total - Gross Unrealized Gain (Loss) (16)
Total - Estimated Fair Value $ 76,647
XML 59 R53.htm IDEA: XBRL DOCUMENT v2.4.0.8
Commitments and Contingencies (Details Textual) (USD $)
12 Months Ended 12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2013
Maximum [Member]
Dec. 31, 2013
Minimum [Member]
Dec. 31, 2013
Section One [Member]
Dec. 31, 2013
Section Two [Member]
Dec. 31, 2013
Section Three [Member]
Jun. 30, 2010
FSD [Member]
Dec. 31, 2013
Thales Alenia Space France [Member]
Dec. 31, 2013
Space Exploration Technologies Corp [Member]
Aug. 31, 2012
Space Exploration Technologies Corp [Member]
Dec. 31, 2013
Kosmotras [Member]
Jun. 30, 2013
Kosmotras [Member]
Jun. 30, 2011
Kosmotras [Member]
Dec. 31, 2013
Supplier Purchase Commitments [Member]
Dec. 31, 2012
Supplier Purchase Commitments [Member]
Dec. 31, 2013
space vehicle [Member]
Section Two [Member]
Commitments And Contingencies Disclosures [Line Items]                                    
Construction in Progress, Gross                   $ 1,091,600,000 $ 69,700,000   $ 18,300,000          
Maximum Commitment Amount Due To Primary Launch Service Provider                       453,100,000            
Commitments Price For Design and Build Of Satellites                 2,300,000,000                  
Maximum Commitment Amount Due To Secondary Launch Service Provider                             184,300,000      
Purchase Obligation                               147,800,000    
Lease Extended Period 2024                                  
Purchase Obligation Amount For Single Launch                           51,800,000        
Contractual Obligation, Due in Next Twelve Months                   458,800,000 83,500,000   25,300,000     55,300,000    
Contractual Obligation, Due in Second Year                   344,100,000 169,100,000   8,200,000     36,500,000    
Contractual Obligation, Due in Third Year                   200,000,000 109,000,000         37,100,000    
Contractual Obligation, Due in Fourth Year                   166,700,000 21,800,000         18,900,000    
Other Inventory, Materials, Supplies and Merchandise under Consignment, Gross                               2,400,000 1,400,000  
Insurance Policy Liability Limit Per Occurrence           1,000,000,000 500,000,000 500,000,000                    
Insurance Policy Liability Limit Aggregate             1,000,000,000 1,000,000,000                   500,000,000
Deductible For Claims             250,000 250,000                    
Operating Lease Agreements Renewal Term       10 years 1 year                          
Insurance Policy Premium               2,500,000                    
Operating Leases, Rent Expense 3,200,000 3,200,000 3,000,000                              
Construction In Progress Funded By Credit Facility                   $ 927,100,000                
XML 60 R2.htm IDEA: XBRL DOCUMENT v2.4.0.8
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Current assets:    
Cash and cash equivalents $ 186,342 $ 254,418
Marketable securities 76,647 0
Accounts receivable, net 54,758 56,135
Inventory 29,532 26,335
Deferred tax assets, net 9,076 21,160
Income tax receivable 685 4,302
Prepaid expenses and other current assets 12,518 4,816
Total current assets 369,558 367,166
Property and equipment, net 1,575,579 1,210,693
Restricted cash 81,223 54,233
Other assets 8,909 2,912
Intangible assets, net 57,452 70,502
Deferred financing costs 130,036 123,796
Goodwill 87,039 87,039
Total assets 2,309,796 1,916,341
Current liabilities:    
Accounts payable 12,934 13,834
Accrued expenses and other current liabilities 39,209 26,704
Interest payable 7,989 5,359
Deferred revenue 41,367 42,755
Total current liabilities 101,499 88,652
Accrued satellite operations and maintenance expense, net of current portion 16,389 17,727
Credit facility 1,039,203 751,787
Deferred tax liabilities, net 202,825 167,821
Other long-term liabilities 10,385 13,796
Total liabilities 1,370,301 1,039,783
Commitments and contingencies      
Stockholders' equity    
Series A Preferred Stock, $0.0001 par value, 1,000 shares authorized, issued and outstanding 0 0
Common stock, $0.001 par value, 300,000 shares authorized and 76,690 and 76,461 shares issued and outstanding, respectively 77 76
Additional paid-in capital 801,262 793,511
Retained earnings 138,845 83,328
Accumulated other comprehensive loss, net of taxes (689) (357)
Total stockholders' equity 939,495 876,558
Total liabilities and stockholders' equity $ 2,309,796 $ 1,916,341
XML 61 R45.htm IDEA: XBRL DOCUMENT v2.4.0.8
Boeing Operations and Maintenance Agreements (Details Textual) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Boeing Operations and Maintenance Agreements [Line Items]      
Satellite Operations And Maintenance Costs $ 30.1 $ 31.9 $ 34.3
De Orbit Plan [Member]
     
Boeing Operations and Maintenance Agreements [Line Items]      
Defined Benefit Plan Cost Description approximately $17.6 million plus an amount equivalent to the premium of the de-orbit insurance coverage to be paid to Boeing    
XML 62 R6.htm IDEA: XBRL DOCUMENT v2.4.0.8
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Cash flows from operating activities:      
Net income $ 62,517 $ 64,631 $ 41,035
Adjustments to reconcile net income to net cash provided by operating activities:      
Deferred taxes 47,095 29,549 22,563
Depreciation and amortization 74,980 81,110 97,646
Stock-based compensation 6,715 7,332 5,895
Provision for doubtful accounts (525) 722 0
Provision for obsolete inventory 1,479 0 0
Loss on equity method investment 3,332 826 0
Amortization of premiums on marketable securities 546 0 0
Realized loss on sale of marketable securities 82 0 0
Gain on disposal of property and equipment 0 0 (13)
Changes in operating assets and liabilities:      
Accounts receivable 1,901 561 (7,140)
Inventory (4,633) (11,199) 1,577
Prepaid expenses and other current assets (7,684) (200) 363
Income tax receivable 3,617 28 6,773
Other assets (4,328) 364 110
Accounts payable (5,603) 464 454
Accrued expenses and other current liabilities 9,694 (6,400) (2,417)
Deferred revenue 5,612 7,310 7,230
Accrued satellite and network operation expense, net of current portion (1,338) (1,338) (1,337)
Other long-term liabilities (10,411) 263 10,722
Net cash provided by operating activities 183,048 174,023 183,461
Cash flows from investing activities:      
Capital expenditures (403,547) (441,654) (359,404)
Purchases of marketable securities (126,408) 0 0
Sales and maturities of marketable securities 49,119 0 0
Proceeds from sale of property and equipment 0 0 67
Investment in equity method affiliate (5,000) (1,888) 0
Net cash used in investing activities (485,836) (443,542) (359,337)
Cash flows from financing activities:      
Borrowings under the Credit Facility 287,416 334,654 274,976
Payment of deferred financing fees (18,716) (22,168) (33,450)
Change in restricted cash - Credit Facility (26,990) (27,079) (27,034)
Payment of note payable 0 0 (22,223)
Proceeds from exercise of warrants 3 9,114 1
Proceeds from exercise of stock options 25 43 40
Tax payment upon settlement of stock awards (26) 0 0
Payment of warrant exchange transaction costs 0 (2,073) 0
Proceeds from issuance of Series A Preferred Stock, net of issuance costs 0 96,499 0
Dividends paid (7,000) (1,419) 0
Net cash provided by financing activities 234,712 387,571 192,310
Net increase (decrease) in cash and cash equivalents (68,076) 118,052 16,434
Cash and cash equivalents, beginning of period 254,418 136,366 119,932
Cash and cash equivalents, end of period 186,342 254,418 136,366
Supplemental cash flow information:      
Interest paid 11,255 6,971 4,528
Income taxes paid (refunded), net (2,920) 348 (6,296)
Supplemental disclosure of non-cash investing activities:      
Property and equipment received but not paid for yet 10,690 3,516 14,409
Interest capitalized but not paid 7,989 5,359 2,979
Capitalized paid-in-kind interest 25,715 16,059 7,012
Capitalized amortization of deferred financing costs 12,475 3,896 0
Stock-based compensation capitalized 1,034 819 446
Contribution of fixed assets to Aireon 0 1,353 0
Supplemental disclosure of non-cash financing activities:      
Dividends accrued on Series A Preferred Stock $ 292 $ 273 $ 0
XML 63 R59.htm IDEA: XBRL DOCUMENT v2.4.0.8
Segments, Significant Customers, Supplier and Service Providers and Geographic Information (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Segment Reporting Information [Line Items]    
Property, Plant and Equipment, Net $ 1,575,579 $ 1,210,693
UNITED STATES
   
Segment Reporting Information [Line Items]    
Property, Plant and Equipment, Net 118,011 94,017
Satellites In Orbit [Member]
   
Segment Reporting Information [Line Items]    
Property, Plant and Equipment, Net 96,231 137,720
Iridium Next Systems [Member]
   
Segment Reporting Information [Line Items]    
Property, Plant and Equipment, Net 1,341,148 972,908
All Other [Member]
   
Segment Reporting Information [Line Items]    
Property, Plant and Equipment, Net $ 20,189 [1] $ 6,048 [1]
[1] No one other country represented more than 10% of property and equipment, net.
XML 64 R35.htm IDEA: XBRL DOCUMENT v2.4.0.8
Significant Accounting Policies and Basis of Presentation (Details 1) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Accounting Policies [Line Items]    
Share Based Compensation Expensed And Capitalized $ 7,749 $ 8,150
Property And Equipment Net [Member]
   
Accounting Policies [Line Items]    
Share Based Compensation Expensed And Capitalized 991 760
Inventory [Member]
   
Accounting Policies [Line Items]    
Share Based Compensation Expensed And Capitalized 43 60
Cost Of Subscriber Equipment [Member]
   
Accounting Policies [Line Items]    
Share Based Compensation Expensed And Capitalized 32 157
Cost Of Services [Member]
   
Accounting Policies [Line Items]    
Share Based Compensation Expensed And Capitalized 550 608
Research And Development [Member]
   
Accounting Policies [Line Items]    
Share Based Compensation Expensed And Capitalized 132 209
Selling General And Administrative [Member]
   
Accounting Policies [Line Items]    
Share Based Compensation Expensed And Capitalized $ 6,001 $ 6,356
XML 65 R65.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes (Details 2) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Income Taxes [Line Items]      
U.S. federal statutory tax rate $ 38,668 $ 33,256 $ 22,955
State taxes, net of federal benefit 9,048 3,837 2,561
State tax valuation allowance 3,151 1,943 0
Arizona tax law change (3,975) (9,524) (3,126)
Other nondeductible expenses 1,185 414 854
Liability for uncertain tax positions (146) (45) 704
Tax credits and other adjustments (849) 223 784
Foreign taxes and other items 866 283 (186)
Total income tax provision $ 47,948 $ 30,387 $ 24,546
XML 66 R22.htm IDEA: XBRL DOCUMENT v2.4.0.8
Significant Accounting Policies and Basis of Presentation (Policies)
12 Months Ended
Dec. 31, 2013
Accounting Policies [Abstract]  
Consolidation, Policy [Policy Text Block]
Principles of Consolidation and Basis of Presentation
 
The Company has prepared the consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying 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 intercompany transactions and balances have been eliminated and net income not attributable to the Company (when material) has been allocated to noncontrolling interests.
Use of Estimates, Policy [Policy Text Block]
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ materially from those estimates.
Fair Value Measurement, Policy [Policy Text Block]
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, deposits and other current assets, accounts receivable, accounts payable, 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.
 
As of December 31, 2013 and 2012, the carrying values of short-term financial instruments (primarily cash and cash equivalents, prepaid expenses, deposits and other current assets, accounts receivable, accounts payable, accrued expenses and other current liabilities and other obligations) approximate their fair values because of their short-term nature. The fair value of the Company’s investments in money market funds approximates their carrying value; such instruments are classified as Level 1 and are included in cash and cash equivalents on the condensed consolidated balance sheet. 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 consolidated balance sheet.
 
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.
Concentration Risk, Credit Risk, Policy [Policy Text Block]
Concentrations of Credit Risk
 
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and receivables. The majority of cash is swept nightly into a money market fund invested in U.S. treasuries, Agency Mortgage Backed Securities and/or U.S. Government guaranteed debt. While the Company maintains its cash and cash equivalents with financial institutions with high credit ratings, it often maintains those deposits in federally insured financial institutions in excess of federally insured (FDIC) limits. The Company’s marketable securities are highly-rated corporate and foreign fixed-income debt securities and commercial paper with an original maturity in excess of ninety days. The Company performs credit evaluations of its customers’ financial condition and records reserves to provide for estimated credit losses. Accounts receivable are due from both domestic and international customers. 
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]
Cash, Cash Equivalents and Restricted Cash
 
The Company considers all highly liquid investments with original maturities of ninety days or less to be cash equivalents. The cash and cash equivalents balance as of December 31, 2012 consisted of cash deposited in money market funds and regular interest bearing and non-interest bearing depository accounts. In 2013, the Company made investments in commercial paper and government-issued debt securities with original maturities within ninety days of purchase. These investments, along with cash deposited in money market funds, regular interest bearing and non-interest bearing depository accounts, are classified as cash and cash equivalents as of December 31, 2013 on the consolidated balance sheet. The Company is required to maintain a minimum cash reserve for debt service related to its $1.8 billion loan facility (the “Credit Facility”). As of December 31, 2013 and 2012, 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 $81.2 million and $54.2 million, respectively.
Marketable Securities, Policy [Policy Text Block]
Marketable Securities
 
Marketable securities consist of corporate and foreign 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 current assets on the consolidated balance sheet. 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 year ended December 31, 2013. The Company regularly monitors and evaluates the fair value of its investments to identify other-than-temporary declines in value. The Company determined that no other-than-temporary declines in value existed at December 31, 2013. The Company did not have any marketable securities at December 31, 2012.
Receivables, Policy [Policy Text Block]
Accounts Receivable
 
Trade accounts receivable are recorded at the invoiced amount and are subject to late fee penalties. Management develops its estimate of an allowance for uncollectible receivables based on the Company’s experience with specific customers, aging of outstanding invoices, its understanding of customers’ current economic circumstances and its own judgment as to the likelihood that the Company will ultimately receive payment. The Company writes off its accounts receivable when balances ultimately are deemed uncollectible. The allowance for doubtful accounts was $0.5 million and $1.1 million as of December 31, 2013 and 2012, respectively.
Foreign Currency Transactions and Translations Policy [Policy Text Block]
Foreign Currencies
 
The functional currency of the Company’s foreign consolidated subsidiaries is their local currency. Assets and liabilities of its foreign subsidiaries are translated to U.S. dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the weighted average exchange rates prevailing during the reporting period. Translation adjustments are accumulated in a separate component of stockholders’ equity. Transaction gains or losses are classified as other income (expense), net in the accompanying consolidated statements of operations and comprehensive income.
Internal Use Software, Policy [Policy Text Block]
Internally Developed Software
 
The Company capitalizes the costs of acquiring, developing and testing software to meet its internal needs. Capitalization of costs associated with software obtained or developed for internal use commences when the preliminary project stage is complete and it is probable that the project will be completed and used to perform the function intended. Capitalized costs include only (i) external direct cost of materials and services consumed in developing or obtaining internal-use software and (ii) payroll and payroll-related costs for employees who are directly associated with, and devote time to, the internal-use software project. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Internal use software costs are amortized once the software is placed in service using the straight-line method over periods ranging from three to seven years.
Deferred Charges, Policy [Policy Text Block]
Deferred Financing Costs
 
Direct and incremental costs incurred in connection with securing debt financing are deferred and are amortized as additional interest expense using the effective interest method over the term of the related debt.
 
As of December 31, 2013 and 2012, the Company had deferred approximately $130.0 million and $123.8 million, respectively, of direct and incremental financing costs associated with securing debt financing for Iridium NEXT, the Company’s next-generation satellite constellation.
Interest Capitalization, Policy [Policy Text Block]
Capitalized Interest
 
Interest costs associated with financing the Company’s assets during the construction period of Iridium NEXT have been capitalized. Capitalized interest and interest expense were as follows:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
(In thousands)
 
Capitalized interest
 
$
52,136
 
$
29,305
 
$
12,825
 
Interest expense
 
 
583
 
 
114
 
 
42
 
Total interest
 
$
52,719
 
$
29,419
 
$
12,867
 
Inventory, Policy [Policy Text Block]
Inventory
 
Inventory consists primarily of finished goods, although the Company at times also maintains an inventory of raw materials from third-party manufacturers. The Company outsources manufacturing of subscriber equipment to third-party manufacturers and purchases accessories from third-party suppliers. The Company’s cost of inventory includes an allocation of overhead (including payroll and payroll-related costs of employees directly involved in bringing inventory to its existing condition, and freight). Inventories are valued using the average cost method and are carried at the lower of cost or market. Accordingly, the Company recorded a $1.5 million expense included within cost of subscriber equipment for excess and obsolete inventory primarily related to Iridium 9505 handset accessories. No similar charge was incurred during 2012. 
 
The Company has manufacturing agreements with two suppliers to manufacture subscriber equipment, one of which contains minimum monthly purchase requirements. The Company’s purchases have exceeded the monthly minimum requirements since inception. Pursuant to an agreement with the suppliers, the Company may be required to purchase excess materials if the materials are not used in production within the periods specified in the agreement. The suppliers will then repurchase such materials from the Company at the same price paid by the Company, as required for the production of the subscriber equipment.
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]
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 consolidated statements of operations and comprehensive income in a manner consistent with the classification of the recipient’s compensation. 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 consolidated statements of operations and comprehensive income. Classification of stock-based compensation for the years ended December 31, 2013 and 2012 is as follows:
 
 
2013
 
2012
 
 
 
(In thousands)
 
Property and equipment, net
 
$
991
 
$
760
 
Inventory
 
 
43
 
 
60
 
Cost of subscriber equipment
 
 
32
 
 
157
 
Cost of services (exclusive of depreciation and amortization)
 
 
550
 
 
608
 
Research and development
 
 
132
 
 
209
 
Selling, general and administrative
 
 
6,001
 
 
6,356
 
Total stock-based compensation
 
$
7,749
 
$
8,150
 
Depreciation, Depletion, and Amortization [Policy Text Block]
Depreciation Expense
 
The Company calculates depreciation expense using the straight-line method and evaluates the appropriateness of the useful life used in this calculation on a quarterly basis. During 2012, the Company updated its analysis of the current satellite constellation’s health and remaining useful life. Based on the results of this analysis, the Company estimates that its current constellation of satellites will be operational for longer than previously expected. As a result, the estimated useful life of the current constellation has been extended and is also consistent with the expected deployment of Iridium NEXT. This change in estimated useful life resulted in a decrease in depreciation expense compared to the prior year. The change in accounting estimate reduced depreciation expense in 2012 by $19.6 million. For the year ended December 31, 2012, the reduction in depreciation expense increased basic and diluted net income per share by $0.17 and $0.16, respectively.
Property, Plant and Equipment, Policy [Policy Text Block]
Property and Equipment
 
Property and equipment is carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the following estimated useful lives:
 
Satellites
estimated useful life
Ground system
5-7 years
Equipment
3-5 years
Internally developed software and purchased software    
3-7 years
Building
39 years
Building improvements
estimated useful life
Leasehold improvements
shorter of useful life or remaining lease term
 
The estimated useful lives of the Company’s satellites are the remaining period of expected use for each satellite. Satellites are depreciated on a straight-line basis through the earlier of the estimated remaining useful life or the date they are expected to be replaced by Iridium NEXT satellites. Based on the current launch schedule, the Company expects Iridium NEXT satellites to begin deployment in 2015, with the final launch expected to occur by mid-2017.
 
Repairs and maintenance costs are expensed as incurred.
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]
Long-Lived Assets
 
The Company assesses its long-lived assets for impairment when indicators of impairment exist. Recoverability of assets is measured by comparing the carrying amounts of the assets to the future undiscounted cash flows expected to be generated by the assets. Any impairment loss would be measured as the excess of the assets’ carrying amount over their fair value.
 
During the period covered by this report, the Company lost communication with two of its in-orbit satellites, one in 2012 and one in 2011. As a result, impairment charges of $2.0 million and $3.0 million were recorded within depreciation expense during 2012 and 2011, respectively. The Company had in-orbit spare satellites available to replace the lost satellites. No similar satellite loss occurred during 2013. However, the Company lost communication with an in-orbit satellite during January 2014 and, as a result, an impairment charge of $0.9 million will be recorded within depreciation expense during the first quarter of 2014. The Company does not believe the loss of this satellite in 2014 is an indicator of impairment of the individual satellite or the constellation as of December 31, 2013.
Goodwill and Intangible Assets, Policy [Policy Text Block]
Goodwill and Other Intangible Assets
 
Goodwill
 
Goodwill is the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. Impairment testing for goodwill is performed during the fourth quarter of each annual period or more frequently if indicators of potential impairment exist. Goodwill impairment is determined using a two-step process.  The first step involves a comparison of the estimated fair value of a reporting unit to its carrying amount, including goodwill.  If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary.  If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed.  To measure the amount of impairment loss, if any, the implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. Specifically, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.
 
The Company operates in a single reporting unit and the possibility of impairment is assessed by comparing the carrying amount of the reporting unit to its estimated fair value.  The Company determines the estimated fair value of the reporting unit based on a combination of the market approach using comparable public companies (guideline company method) and the income approach using discounted cash flows. These valuation techniques involve the use of estimates and assumptions.
 
The most recent annual assessment of goodwill and indefinite-lived assets was performed on October 1, 2013 (the “2013 Analysis”).  The key assumptions used in the 2013 Analysis included: (i) cash flow projections through 2025, which include assumptions relative to forecasted service revenue, equipment revenue, engineering and support service revenue, hosted payload revenue, operating expenses and Iridium NEXT capital expenditures; (ii) a discount rate of 10.0% applied to the cash flow projections, which was based on the weighted average cost of capital adjusted for the risks associated for the business; (iii) selection of comparable companies used in the market approach; (iv) assumptions in weighting the results of the income approach and the market approach valuation techniques; and (v) expected distributions from Aireon. Based on the results of the first step of the 2013 Analysis, the estimated fair value of the reporting unit exceeded the carrying value.  As such, the second step of the goodwill impairment test was not required and no impairment charge was recorded during the period.  In future periods, if actual results are not consistent with our estimates and assumptions, we may be exposed to impairment losses that could be material to our results of operations.  
 
Intangible Assets Not Subject to Amortization
 
A portion of the Company’s intangible assets are spectrum, regulatory authorizations, and trade names which are indefinite-lived intangible assets. The Company reevaluates the useful life determination for these assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. The Company tests its indefinite-lived intangible assets for potential impairment annually in the fourth quarter or more frequently if indicators of impairment exist. If the fair value of the indefinite-lived asset is less than the carrying amount, an impairment loss is recognized. Based on the results of the 2013 Analysis, the fair value of the indefinite-lived assets was greater than the carrying value. As such, no impairment charge was recorded during the period.
 
Intangible Assets Subject to Amortization
 
The Company’s intangible assets that do have finite lives (customer relationships – government and commercial, core developed technology, intellectual property and software) are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, the Company would test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), the Company would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. The Company also reevaluates the useful lives for these intangible assets each reporting period to determine whether events and circumstances warrant a revision in their remaining useful lives. 
Asset Retirement Obligations, Policy [Policy Text Block]
Asset Retirement Obligations
 
Liabilities arising from legal obligations associated with the retirement of long-lived assets are required to be measured at fair value and recorded as a liability. Upon initial recognition of a liability for retirement obligations, a company must record an asset, which is depreciated over the life of the asset to be retired.
 
Under certain circumstances, each of the U.S. government, The Boeing Company (“Boeing”), and Motorola Solutions, Inc. (“Motorola Solutions”) has the right to require the de-orbit of the Company’s satellite constellation. One such right the U.S. government holds is to require the Company to de-orbit the satellite constellation if more than four satellites have insufficient fuel to execute a 12-month de-orbit, as is currently the case. In the event the Company was required to effect a mass de-orbit, pursuant to the amended and restated operations and maintenance agreement (the “O&M Agreement”) by and between the Company’s indirect wholly owned subsidiary, Iridium Constellation LLC (“Iridium Constellation”), and Boeing, the Company would be required to pay Boeing $17.6 million, plus an amount equivalent to the premium for de-orbit insurance coverage ($2.5 million as of December 31, 2013). The Company has concluded that each of the foregoing de-orbit rights meets the definition of an asset retirement obligation. However, the Company currently does not believe the U.S. government, Boeing or Motorola Solutions will exercise their respective de-orbit rights. As a result, the Company believes the likelihood of any future cash outflows associated with the mass de-orbit obligation is remote and has recorded an asset retirement obligation with respect to the potential mass de-orbit of approximately $0.2 million at December 31, 2013, which is included in other long-term liabilities on the accompanying consolidated balance sheet.
 
There are other circumstances in which the Company could be required, either by the U.S. government or for technical reasons, to de-orbit an individual satellite; however, the Company believes that such costs would not be significant relative to the costs associated with the ordinary operations of the satellite constellation.
Revenue Recognition, Policy [Policy Text Block]
Revenue Recognition
 
The Company derives its revenue primarily as a wholesaler of satellite communications products and services. The primary types of revenue include (i) service revenue (access and usage-based airtime fees), (ii) subscriber equipment revenue, and (iii) revenue generated by providing engineering and support services to commercial and government customers.
 
Wholesaler of satellite communications products and services
 
Pursuant to wholesale agreements, the Company sells its products and services to service providers who, in turn, sell the products and services to other distributors or directly to the end users. The Company recognizes revenue when services are performed or delivery has occurred, evidence of an arrangement exists, the fee is fixed or determinable, and collection is probable, as follows:
 
Contracts with multiple elements
 
At times, the Company sells services and equipment through multi-element arrangements that bundle equipment, airtime and other services. For multi-element revenue arrangements when the Company sells services and equipment in bundled arrangements that include guaranteed minimum orders and determines that it has separate units of accounting, the Company allocates the bundled contract price among the various contract deliverables based on each deliverable’s relative selling price. The selling price used for each deliverable is based on vendor-specific objective evidence when available, third-party evidence when vendor-specific objective evidence is not available, or the estimated selling price when neither vendor-specific evidence nor third party evidence is available. The Company determines vendor-specific objective evidence of selling price by assessing sales prices of subscriber equipment, airtime and other services when they are sold to customers on a stand-alone basis. When the Company determines the elements are not separate units of accounting, the Company recognizes revenue on a combined basis as the last element is delivered.
 
Service revenue sold on a stand-alone basis
 
Service revenue is generated from the Company’s service providers through usage of its satellite system and through fixed monthly access fees per user charged to service providers. Revenue for usage is recognized when usage occurs. Revenue for fixed-per-user access fees is recognized ratably over the period in which the services are provided to the end user. The Company sells prepaid services in the form of e-vouchers and prepaid cards. A liability is established for the cash paid for the e-voucher or prepaid card on purchase. The Company recognizes revenue from the prepaid services (i) upon the use of the e-voucher or prepaid card by the customer; (ii) upon the expiration of the right to access the prepaid service; or (iii) when it is determined that the likelihood of the prepaid card being redeemed by the customer is remote (“Prepaid Card Breakage”). The Company has determined the recognition of Prepaid Card Breakage based on its historical redemption patterns. The Company does not offer refund privileges for unused prepaid services.
 
Subscriber equipment sold on a stand-alone basis
 
The Company recognizes subscriber equipment sales and the related costs when title to the equipment (and the risks and rewards of ownership) passes to the customer, typically upon shipment.
 
Services sold to the U.S. government
 
The Company provides airtime and airtime support to U.S. government and other authorized customers pursuant to the Enhanced Mobile Satellite Services (“EMSS”) contract managed by the Defense Information Systems Agency (“DISA”). The EMSS contract, entered into in April 2008, provided for a one-year base term and four additional one-year options which were exercised at the election of the U.S. government. Under the terms of this contract, the Company provided airtime to U.S. government subscribers through (i) fixed monthly fees on a per-user basis for unlimited voice services, (ii) fixed monthly fees per user for unlimited paging services, (iii) a tiered pricing plan (based on usage) per device for data services, (iv) fixed monthly fees on a per-user basis for unlimited beyond-line-of-sight push-to-talk voice services to user-defined groups (“Netted Iridium”), and (v) a monthly fee for active user-defined groups using Netted Iridium. Revenue related to these services was recognized ratably over the periods in which the services were provided, and the related costs were expensed as incurred.    After the exercise of all available optional contract extensions, the EMSS contract as signed in April 2008 expired in October of 2013.
 
Effective October 22, 2013, the Company executed a new five-year EMSS contract. Under the terms of this new agreement, authorized customers will continue to utilize airtime services, provided through the U.S. Department of Defense’s (“DoD”) dedicated gateway.  These services will include unlimited global secure and unsecure voice, low and high-speed data, paging, and Netted Iridium services for an unlimited number of DoD and other federal subscribers.  The fixed-price rates in each of the five contract years, which run from October 22 through the following October 21 of each year, are $64 million and $72 million in years one and two, respectively, and $88 million in each of the years three through five. Under this contract, revenue is driven from the fixed-price contract with unlimited subscribers, and is recognized on a straight-line basis over each contractual year.
 
The U.S. government purchases its subscriber equipment from third-party distributors and not directly from the Company.
 
Government engineering and support services
 
The Company provides maintenance services to the U.S. government’s dedicated gateway. This revenue is recognized ratably over the periods in which the services are provided; the related costs are expensed as incurred.
 
Other government and commercial engineering and support services
 
The Company also provides engineering services to assist customers in developing new technologies for use on the Company’s satellite system. The revenue associated with these services is recorded when the services are rendered, typically on a proportional performance method of accounting based on the Company’s estimate of total costs expected to complete the contract, and the related costs are expensed as incurred. Revenue on cost-plus-fixed-fee contracts is recognized to the extent of estimated costs incurred plus the applicable fees earned. The Company considers fixed fees under cost-plus-fixed-fee contracts to be earned in proportion to the allowable costs incurred in performance of the contract. The portion of revenue on research and development arrangements that is contingent upon the achievement of substantive milestone events is recognized in the period in which the milestone is achieved.
Standard Product Warranty, Policy [Policy Text Block]
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 consolidated statements of operations and comprehensive income. The Company recorded an increase of $6.9 million for the warranty provision for the year ended December 31, 2013 compared to the prior year, primarily due to higher warranty claims and other warranty-related initiatives for the Iridium Pilot® terminals. During 2012, the Company identified production deficiencies related to the Iridium Extreme satellite handset; a reserve for the remediation of these deficiencies contributed $1.2 million to the warranty provision during 2012.
   
Changes in the warranty reserve for the years ended December 31, 2013 and 2012 were as follows:
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Balance at beginning of the period
 
$
4,050
 
$
4,101
 
Provision
 
 
11,690
 
 
4,795
 
Utilization
 
 
(6,887)
 
 
(4,846)
 
Balance at end of the period
 
$
8,853
 
$
4,050
 
Research and Development Expense, Policy [Policy Text Block]
Research and Development
 
Research and development costs are charged to expense in the period in which they are incurred.
Advertising Costs, Policy [Policy Text Block]
Advertising Costs
 
Costs associated with advertising and promotions are expensed as incurred. Advertising expenses were $0.5 million for each of the years ended December 31, 2013 and 2012, and $0.6 million for the year ended 2011.
Income Tax, Policy [Policy Text Block]
Income Taxes
 
The Company accounts for income taxes using the asset and liability approach, which requires the recognition of tax benefits or expenses for temporary differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company also recognizes a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. The Company’s policy is to recognize interest and penalties on uncertain tax positions as a component of income tax expense.
Earnings Per Share, Policy [Policy Text Block]
Net Income Per Share
 
The Company calculates basic net income per share by dividing net income available 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 the outstanding convertible preferred securities is computed using the as-if converted method at the stated conversion rate. The Company’s unvested RSUs 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.
XML 67 R36.htm IDEA: XBRL DOCUMENT v2.4.0.8
Significant Accounting Policies and Basis of Presentation (Details 2) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Accounting Policies [Line Items]    
Balance at beginning of the period $ 4,050 $ 4,101
Provision 11,690 4,795
Utilization (6,887) (4,846)
Balance at end of the period $ 8,853 $ 4,050
XML 68 R24.htm IDEA: XBRL DOCUMENT v2.4.0.8
Cash and Cash Equivalents and Marketable Securities (Tables)
12 Months Ended
Dec. 31, 2013
Cash and Cash Equivalents [Abstract]  
Schedule of Cash and Cash Equivalents [Table Text Block]
The following table summarizes the Company’s cash and cash equivalents as of December 31, 2013 and 2012:
 
 
 
 
 
 
 
Recurring Fair
 
 
 
2013
 
2012
 
Value Measurement
 
 
 
(in thousands)
 
 
 
Cash and cash equivalents:
 
 
 
 
 
 
 
 
 
Cash
 
$
86,074
 
$
166,326
 
 
 
Money market funds
 
 
88,769
 
 
88,092
 
Level 1
 
Commercial paper
 
 
11,499
 
 
-
 
Level 2
 
Total Cash and cash equivalents
 
$
186,342
 
$
254,418
 
 
 
Marketable Securities [Table Text Block]
The following table summarizes the Company’s marketable securities as of December 31, 2013:
 
 
 
 
 
Recurring Fair
 
 
 
2013
 
Value Measurement
 
 
 
(in thousands)
 
 
 
Marketable securities:
 
 
 
 
 
 
Fixed-income debt securities
 
$
57,032
 
Level 2
 
Commercial paper
 
 
19,615
 
Level 2
 
Total Marketable securities
 
$
76,647
 
 
 
Schedule of Investments Classified By Contractual Maturity Date [Table Text Block]
The following table presents the contractual maturities of the fixed income debt securities and commercial paper held as of December 31, 2013:
 
 
 
Amortized
 
Gross Unrealized
 
Estimated
 
 
 
Cost
 
Loss
 
Fair Value
 
 
 
(in thousands)
 
Fixed-income debt securities:
 
 
 
 
 
 
 
 
 
 
Mature within one year
 
$
3,004
 
$
-
 
$
3,004
 
Mature after one year and within three years
 
 
54,044
 
 
(16)
 
 
54,028
 
Commercial paper:
 
 
 
 
 
 
 
 
 
 
Mature within one year
 
 
19,615
 
 
-
 
 
19,615
 
Total
 
$
76,663
 
$
(16)
 
$
76,647
XML 69 R68.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes (Details Textual) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Income Taxes [Line Items]      
Deferred Tax Assets, in Process Research and Development $ 3,200,000    
Deferred Tax Assets, Tax Credit Carryforwards, Alternative Minimum Tax 1,300,000    
Deferred Tax Assets, Tax Credit Carryforwards, Foreign 1,700,000    
Foreign Tax Credit Carry Forward Valuation Allowance 1,000,000    
Liability for Uncertain Tax Positions, Noncurrent 1,300,000 1,400,000  
Unrecognized Tax Benefits, Beginning Balance 1,259,000 1,405,000 1,450,000
Income Tax Reconciliation Arizona Tax Law Change (3,975,000) (9,524,000) (3,126,000)
Maximum [Member]
     
Income Taxes [Line Items]      
Research And Development Tax Credit Expiration Date 2033    
Foreign Tax Credit Carryforward Expiration Dates 2023    
Operating Loss Carryforward Expiration Dates 2033    
Minimum [Member]
     
Income Taxes [Line Items]      
Research And Development Tax Credit Expiration Date 2028    
Foreign Tax Credit Carryforward Expiration Dates 2020    
Operating Loss Carryforward Expiration Dates 2015    
Domestic Tax Authority [Member]
     
Income Taxes [Line Items]      
Operating Loss Carryforwards 333,500,000    
State and Local Jurisdiction [Member]
     
Income Taxes [Line Items]      
Operating Loss Carryforwards, Valuation Allowance, Total 3,100,000    
Foreign Tax Authority [Member]
     
Income Taxes [Line Items]      
Operating Loss Carryforwards 700,000    
Operating Loss Carryforwards, Valuation Allowance, Total $ 200,000    
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Organization and Business
12 Months Ended
Dec. 31, 2013
Organization, Consolidation and Presentation Of Financial Statements [Abstract]  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]
1. Organization and Business
 
Iridium Communications Inc. (the “Company”), a Delaware corporation, offers voice and data communications services and products to businesses, U.S. and international government agencies and other customers on a global basis. The Company is a provider of mobile voice and data communications services via a constellation of low earth orbiting satellites. The Company holds various licenses and authorizations from the U.S. Federal Communications Commission (the “FCC”) and from foreign regulatory bodies that permit the Company to conduct its business, including the operation of its satellite constellation.
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Consolidated Balance Sheets [Parenthetical] (USD $)
In Thousands, except Per Share data, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized 1,000 1,000
Preferred stock, shares issued 1,000 1,000
Preferred stock, shares outstanding 1,000 1,000
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 300,000 300,000
Common stock, shares issued 76,690 76,461
Common stock, shares outstanding 76,690 76,461
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Segments, Significant Customers, Supplier and Service Providers and Geographic Information
12 Months Ended
Dec. 31, 2013
Segment Reporting [Abstract]  
Segment Reporting Disclosure [Text Block]
11. Segments, Significant Customers, Supplier and Service Providers and Geographic Information
 
The Company operates in one business segment, providing global satellite communications services and products.
  
The Company derived approximately 19%, 20%, and 23% of its total revenue in the years ended December 31, 2013, 2012 and 2011, respectively, and approximately 34% and 25% of its accounts receivable balance at December 31, 2013 and 2012, respectively, from prime contracts or subcontracts with agencies of the U.S. government. The two largest commercial customers accounted for approximately 16%, 20%, and 21% of the Company’s total revenue for the years ended December 31, 2013, 2012 and 2011, respectively, and represented approximately 15% and 13% of the Company’s total accounts receivable balance as of December 31, 2013 and 2012, respectively. Another single large commercial customer represented approximately 15% and 13% of the Company’s receivable balance at December 31, 2013 and 2012, respectively.
 
The Company contracts for the manufacture of its subscriber equipment primarily from two manufacturers and utilizes other sole source suppliers for certain component parts of its devices. Should events or circumstances prevent the manufacturers or the suppliers from producing the equipment or component parts, the Company’s business could be adversely affected until the Company is able to move production to other facilities of the manufacturer or secure a replacement manufacturer or an alternative supplier for such component parts.
 
A significant portion of the Company’s satellite operations and maintenance service is provided by Boeing. Should events or circumstances prevent Boeing from providing these services, the Company’s business could be adversely affected until the Company is able to assume operations and maintenance responsibilities or secure a replacement service provider.
 
Net property and equipment by geographic area was as follows as of December 31:
 
 
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
 
United States
 
$
118,011
 
$
94,017
 
Satellites in orbit
 
 
96,231
 
 
137,720
 
Iridium NEXT systems under construction
 
 
1,341,148
 
 
972,908
 
All others (1)
 
 
20,189
 
 
6,048
 
Total
 
$
1,575,579
 
$
1,210,693
 
 
(1)             No one other country represented more than 10% of property and equipment, net.
 
Revenue by geographic area was as follows for the years ended December 31:
 
 
 
2013
 
2012
 
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
 
United States
 
$
175,054
 
$
178,145
 
$
176,043
 
Canada
 
 
49,541
 
 
53,279
 
 
52,419
 
United Kingdom
 
 
37,421
 
 
42,706
 
 
48,886
 
Other countries (1)
 
 
120,633
 
 
109,390
 
 
106,959
 
Total
 
$
382,649
 
$
383,520
 
$
384,307
 
 
 (1)                 No one other country represented more than 10% of revenue.
 
Revenue is attributed to geographic area based on the billing address of the distributor. Service location and the billing address are often not the same. The Company’s distributors sell services directly or indirectly to end users, who may be located or use the Company’s products and services elsewhere. The Company cannot provide the geographical distribution of end users because it does not contract directly with them. The Company does not have significant foreign exchange risk on sales, as invoices are generally denominated in U.S. dollars.
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Document And Entity Information (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Feb. 27, 2014
Jun. 30, 2013
Document Information [Line Items]      
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   76,689,814  
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2013    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2013    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Reporting Status Yes    
Entity Public Float     $ 494.3
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Employee Benefit Plan
12 Months Ended
Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]  
Compensation and Employee Benefit Plans [Text Block]
12. Employee Benefit Plan
 
The Company sponsors a defined-contribution 401(k) retirement plan (the “Plan”) that covers all employees. Employees are eligible to participate in the Plan on the first day of the month following the date of hire, and participants are 100% vested from the date of eligibility. The Company matches employees’ contributions equal to 100% of the salary deferral contributions up to 5% of the employees’ compensation. Company-matching contributions to the Plan were $1.2 million for the years ended December 31, 2013 and 2012 and $1.1 million for the year ended December 31, 2011. The Company pays all administrative fees related to the Plan.
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Consolidated Statements of Operations and Comprehensive Income (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Revenue:      
Services $ 292,092 $ 273,491 $ 262,322
Subscriber equipment 73,303 93,866 94,709
Engineering and support services 17,254 16,163 27,276
Total revenue 382,649 383,520 384,307
Operating expenses:      
Cost of services (exclusive of depreciation and amortization) 59,346 60,937 71,181
Cost of subscriber equipment 52,062 53,285 54,113
Research and development 11,149 15,525 18,684
Selling, general and administrative 75,218 67,589 65,682
Depreciation and amortization 74,980 81,110 97,646
Total operating expenses 272,755 278,446 307,306
Operating income 109,894 105,074 77,001
Other income (expense):      
Interest income, net 2,276 1,072 1,200
Undrawn credit facility fees (7,708) (10,232) (12,524)
Other income (expense), net 6,003 (896) (96)
Total other income (expense) 571 (10,056) (11,420)
Income before income taxes 110,465 95,018 65,581
Provision for income taxes (47,948) (30,387) (24,546)
Net income 62,517 64,631 41,035
Series A Preferred Stock dividends 7,000 1,692 0
Net income attributable to common stockholders 55,517 62,939 41,035
Weighted average shares outstanding - basic (in shares) 76,909 74,239 72,164
Weighted average shares outstanding - diluted (in shares) 87,511 78,182 73,559
Net income attributable to common stockholders per share - basic (in dollars per share) $ 0.72 $ 0.85 $ 0.57
Net income attributable to common stockholders per share - diluted (in dollars per share) $ 0.71 $ 0.83 $ 0.56
Comprehensive income:      
Net income 62,517 64,631 41,035
Foreign currency translation adjustments (322) (132) (315)
Unrealized loss on marketable securities, net of tax (10) 0 0
Comprehensive income $ 62,185 $ 64,499 $ 40,720

XML 78 R12.htm IDEA: XBRL DOCUMENT v2.4.0.8
Boeing Operations and Maintenance Agreements
12 Months Ended
Dec. 31, 2013
Boeing Operations And Maintenance Agreements [Abstract]  
Operations And Maintenance Agreement [Text Block]
6. Boeing Operations and Maintenance Agreements
 
On July 21, 2010, the Company and Boeing entered into the O&M Agreement, pursuant to which Boeing agreed to provide transition services and continuing steady-state operations and maintenance services with respect to the satellite network operations center, telemetry, tracking and control stations and the on-orbit satellites (including engineering, systems analysis, and operations and maintenance services). Pursuant to the O&M Agreement, each of Boeing, Motorola Solutions and the U.S. government has the unilateral right to commence the de-orbit of the constellation upon the occurrence of certain enumerated events.
 
The O&M Agreement incorporates a de-orbit plan, which, if exercised, would cost approximately $17.6 million plus an amount equivalent to the premium of the de-orbit insurance coverage to be paid to Boeing in the event of a mass de-orbit of the satellite constellation. On July 21, 2010, the Company and Boeing entered into an agreement pursuant to which Boeing will operate and maintain Iridium NEXT (the “NEXT Support Services Agreement”). Boeing will provide these services on a time-and-materials fee basis. The term of the NEXT Support Services Agreement runs concurrently with the estimated useful life of the Iridium NEXT constellation. The Company is entitled to terminate the agreement for convenience and without cause commencing in 2019.
 
The Company incurred expenses of $30.1 million, $31.9 million, and $34.3 million relating to satellite operations and maintenance costs for the years ended December 31, 2013, 2012 and 2011, respectively, included in cost of services (exclusive of depreciation and amortization) in the consolidated statements of operations and comprehensive income. 
XML 79 R11.htm IDEA: XBRL DOCUMENT v2.4.0.8
Debt
12 Months Ended
Dec. 31, 2013
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
5. Debt
 
Credit Facility
 
On October 4, 2010, the Company entered into a $1.8 billion loan facility (the “Credit Facility”) with a syndicate of bank lenders (the “Lenders”). Ninety-five percent of the Company’s obligations under the Credit Facility are insured by Compagnie Française d’Assurance pour le Commerce Extérieur (“COFACE”), the French export credit agency. The Credit Facility is comprised of two tranches, with draws and repayments applied pro rata in respect of each tranche:
   
Tranche A – $1,537,500,000 at a fixed rate of 4.96%; and
 
     Tranche B – $262,500,000 at a floating rate equal to the London Interbank Offer Rate (“LIBOR”) plus 1.95%.
 
Interest is payable on a semi-annual basis in April and October of each year. Prior to the repayment period described below, a portion of interest will be paid via a deemed loan and added to the related tranche principal, and the remainder is payable in cash. The amount of interest paid via a deemed loan for each tranche is as follows:
 
Tranche A – fixed rate of 3.56%; and
 
     Tranche B – LIBOR plus 0.55%.
 
For the years ended December 31, 2013, 2012 and 2011, the Company incurred total interest of $39.6 million, $25.5 million and $11.9 million, respectively, of which $27.5 million, $17.8 million and $8.3 million, respectively, is payable via a deemed loan and the remainder is payable in cash on the scheduled semi-annual payment dates.
 
In connection with each draw it makes under the Credit Facility, the Company also borrows an amount equal to 6.49% of such draw to cover the premium for the COFACE policy. The Company also pays a commitment fee of 0.80% per year, in semi-annual installments, on any undrawn portion of the Credit Facility.
 
Funds drawn under the Credit Facility will be used for (i)  85% of the costs under a fixed price full scale development contract (the “FSD”) with Thales Alenia Space France (“Thales”) for the design and manufacture of satellites for Iridium NEXT (ii) the premium for the COFACE policy, and (iii) the payment of a portion of interest during a part of the construction and launch phase of Iridium NEXT.
 
Scheduled semi-annual principal repayments will begin six months after the earlier of (i) the successful deployment of a specified number of Iridium NEXT satellites or (ii) September 30, 2017. During this repayment period, interest will be paid on the same date as the principal repayments. Interest expense incurred during the year ended December 31, 2013 was $39.6 million. All interest costs incurred related to the Credit Facility have been capitalized during the construction period of the assets; accordingly, the Company capitalized $39.6 million related to interest incurred throughout the year. The Company pays interest on each semi-annual due date through a combination of a cash payment and a deemed additional loan. The $39.6 million in interest incurred during the year ended December 31, 2013 consisted of $12.1 million payable in cash, of which $9.7 million was paid during the year and $2.4 million was accrued at year end, and $27.5 million payable by deemed loans, of which $22.0 million was paid during the year and $5.5 million was accrued at year end. Total interest payable associated with the Credit Facility was $8.0 million and $5.4 million and is included in interest payable in the consolidated balance sheets as of December 31, 2013 and 2012, respectively.
 
As of December 31, 2013, the Company had borrowed a total of $1,039.2 million under the Credit Facility. The unused portion of the Credit Facility as of December 31, 2013 was $760.8 million. Under the terms of the Credit Facility, the Company is required to maintain a minimum cash reserve for debt service of $81.0 million as of December 31, 2013, which is classified as restricted cash on the accompanying consolidated balance sheet. This minimum cash reserve requirement will increase over the term of the Credit Facility to $189.0 million at the beginning of the repayment period, which is expected to be in 2017. The Company recognized the semi-annual commitment fee on the undrawn portion of the Credit Facility of $7.7 million and $10.2 million for the years ended December 31, 2013 and 2012, respectively.
 
The Credit Facility will mature seven years after the start of the repayment period. In addition, the Company is required to maintain minimum debt service reserve levels, which are estimated as follows:
 
At December 31,
 
Amount
 
 
 
(in millions)
 
2014
 
$
108
 
2015
 
 
135
 
2016
 
 
162
 
2017
 
 
189
 
 
These levels may be higher once the Company begins repayment under the Credit Facility. Obligations under the Credit Facility are secured on a senior basis by a lien on substantially all of the Company’s assets. In addition to the minimum debt service levels, financial covenants under the Credit Facility 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 consolidated operational earnings before interest, taxes, depreciation and amortization, or operational EBITDA, levels for the 12-month periods ending each December 31 and June 30 through June 30, 2017;
 
·
specified minimum cash flow requirements from customers who have hosted payloads on the Company’s satellites during the 12-month periods ending each December 31 and June 30, beginning December 31, 2014 and ending on June 30, 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 4.75 to 1 for the twelve months ending June 30, 2017 to a ratio of 2.5 to 1 for the twelve months ending June 30, 2025.
 
Available cash balance, as defined by the Credit Facility, was $204.0 million and $254.4 million as of December 31, 2013 and 2012, respectively. The Company’s debt-to-equity ratio was 0.48 to 1 and 0.36 to 1 as of December 31, 2013 and 2012, respectively. The Company was also in compliance with the operational EBITDA and annual capital expenditure covenants set forth above as of December 31, 2013.
 
The covenants regarding capital expenditures, operational EBITDA and hosted payload cash flows are calculated in connection with a measurement, which the Company refers 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 the Company’s capital expenditures exceed, or the Company’s operational EBITDA or hosted payload cash flows falls short of, the amount specified in the respective covenant, the Company would be permitted to allocate available cure amount, if any, to prevent a breach of the applicable covenant. As of December 31, 2013, the Company had available cure amount of $0.7 million, though it was not required to maintain compliance with the covenants.  The available cure amount, due to the complexity of its calculation, has fluctuated significantly from one measurement period to the next, and the Company expects that it will continue to do so.
 
The covenants also place limitations on the Company’s ability and that of its 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 FSD with Thales from its own resources, incur additional indebtedness, or make loans, guarantees or indemnities.  If the Company is not in compliance with the financial covenants under the Credit Facility, after any opportunity to cure such non-compliance, or the Company otherwise experiences 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 the Company would have adequate funds to repay such amounts prior to the scheduled maturity of the Credit Facility. If the Company fails to repay such amounts, the lenders may foreclose on the assets the Company has pledged under the Credit Facility, which include substantially all of its assets and those of its domestic subsidiaries.
 
  In August 2012, the Company entered into a supplemental agreement (the “Supplemental Agreement”) with the lenders under the Credit Facility. The Supplemental Agreement amended and restated the Credit Facility. The Supplemental Agreement authorizes the Company to fund and operate Aireon LLC (“Aireon”) for the purpose of establishing a space-based automatic dependent surveillance-broadcast (“ADS-B”) business for global aviation monitoring. Specifically, the Supplemental Agreement excludes Aireon from the group of companies (the Company and its material subsidiaries) that are obligors under the Credit Facility and from the Company’s consolidated financial results for purposes of calculating compliance with the financial covenants. The Supplemental Agreement allows the Company to make a $12.5 million investment in Aireon, all of which was contributed as of December 31, 2013. Additionally, the Supplemental Agreement allows the Company to make the injection of up to $10 million worth of airtime credits into Aireon, if needed, as provided for in the agreement between Aireon and Harris Corporation for the manufacture of the Aireon payload, and an additional investment of up to $15 million raised from issuances of the Company’s common equity. The Supplemental Agreement requires the Company to use any net distributions received from Aireon to repay the debt under the Credit Facility and to issue the lenders a security interest in the Company’s ownership interest in Aireon.
 
The Supplemental Agreement also includes revised financial covenant levels to reflect changes in timing of expected receipts of cash flows from hosted payloads and other changing business conditions and revised launch and backup launch requirements. The amendment to the Credit Facility does not modify the principal amount, interest rates, repayment dates, or maturity of the Credit Facility. The Supplemental Agreement required the Company to raise $100 million through a combination of the issuance of convertible preferred or common equity and warrant exercises by April 30, 2013. The Company satisfied this requirement primarily through the sale of its Series A Preferred Stock. The Company also received $9.1 million from the exercise of warrants during 2012.
 
While the Company believes that liquidity sources will provide sufficient funds for the Company to meet its liquidity requirements for at least the next twelve months, the Company expects to need modifications to the Credit Facility for some financial covenants with measurement dates beyond the next twelve months. In addition, developments in the business during the period covered by this report, including the recent slowdown in the Company’s handset business and higher projected warranty claims on the Iridium Pilot terminals and the related impact on our maritime revenues, have reduced the Company’s estimates for operational EBITDA for the twelve months ending June 30, 2014 and December 31, 2014. Further, the Company now anticipates that payment of hosted payload fees from Aireon will be later than previously expected when the Company amended the Credit Facility in August 2012. To remove any uncertainty regarding covenant compliance while the Company negotiates the modifications to the Credit Facility, the Company requested and received a waiver from the Credit Facility lenders, providing the Company with additional headroom on the operational EBITDA covenant for the twelve months ended December 31, 2013 and the twelve months ending June 30, 2014 and December 31, 2014 and waiving the hosted payload cash flow covenant for the twelve months ending December 31, 2014. As of December 31, 2013, including the applicable waiver, the Company was in compliance with all financial covenants.
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Significant Accounting Policies and Basis of Presentation (Tables)
12 Months Ended
Dec. 31, 2013
Accounting Policies [Abstract]  
Interest Cost Incurred Capitalized [Table Text Block]
Interest costs associated with financing the Company’s assets during the construction period of Iridium NEXT have been capitalized. Capitalized interest and interest expense were as follows:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
(In thousands)
 
Capitalized interest
 
$
52,136
 
$
29,305
 
$
12,825
 
Interest expense
 
 
583
 
 
114
 
 
42
 
Total interest
 
$
52,719
 
$
29,419
 
$
12,867
 
Share Based Compensation Classification [Table Text Block]
Classification of stock-based compensation for the years ended December 31, 2013 and 2012 is as follows:
 
 
2013
 
2012
 
 
 
(In thousands)
 
Property and equipment, net
 
$
991
 
$
760
 
Inventory
 
 
43
 
 
60
 
Cost of subscriber equipment
 
 
32
 
 
157
 
Cost of services (exclusive of depreciation and amortization)
 
 
550
 
 
608
 
Research and development
 
 
132
 
 
209
 
Selling, general and administrative
 
 
6,001
 
 
6,356
 
Total stock-based compensation
 
$
7,749
 
$
8,150
 
Schedule of Product Warranty Liability [Table Text Block]
Changes in the warranty reserve for the years ended December 31, 2013 and 2012 were as follows:
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Balance at beginning of the period
 
$
4,050
 
$
4,101
 
Provision
 
 
11,690
 
 
4,795
 
Utilization
 
 
(6,887)
 
 
(4,846)
 
Balance at end of the period
 
$
8,853
 
$
4,050
 
XML 81 R19.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes
12 Months Ended
Dec. 31, 2013
Income Tax Disclosure [Abstract]  
Income Tax Disclosure [Text Block]
13. Income Taxes
 
U.S. and foreign components of income before income taxes are presented below:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
(In thousands)
 
U.S. income
 
$
111,685
 
$
94,719
 
$
65,272
 
Foreign income (loss)
 
 
(1,220)
 
 
299
 
 
309
 
Total income before income taxes
 
$
110,465
 
$
95,018
 
$
65,581
 
 
The components of the Company’s income tax provision are as follows:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
(In thousands)
 
Current taxes:
 
 
 
 
 
 
 
 
 
 
Federal provision (benefit)
 
$
(12)
 
$
(47)
 
$
82
 
State provision
 
 
7
 
 
96
 
 
816
 
Foreign provision
 
 
723
 
 
849
 
 
567
 
Total current tax provision
 
 
718
 
 
898
 
 
1,465
 
Deferred taxes:
 
 
 
 
 
 
 
 
 
 
Federal provision
 
 
39,041
 
 
30,014
 
 
21,089
 
State provision (benefit)
 
 
8,240
 
 
(610)
 
 
1,995
 
Foreign provision (benefit)
 
 
(51)
 
 
85
 
 
(3)
 
Total deferred tax provision
 
 
47,230
 
 
29,489
 
 
23,081
 
Total income tax provision
 
$
47,948
 
$
30,387
 
$
24,546
 
 
In 2011 and 2012, Arizona enacted tax law changes resulting in a benefit to the Company’s net deferred tax expense.  Due to the size and nature of the Company’s operations in Arizona, such changes have a significant impact on the tax provision in a given period.  As a result of these law changes, the Company’s deferred tax expense was reduced by approximately $4.0 million, $9.5 million and $3.1 million for the years ended December 31, 2013, 2012 and 2011, respectively.
 
A reconciliation of the U.S. federal statutory income tax expense to the Company’s effective income tax provision is as follows:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
(In thousands)
 
U.S. federal statutory tax rate
 
$
38,668
 
$
33,256
 
$
22,955
 
State taxes, net of federal benefit
 
 
9,048
 
 
3,837
 
 
2,561
 
State tax valuation allowance
 
 
3,151
 
 
1,943
 
 
-
 
Arizona tax law change
 
 
(3,975)
 
 
(9,524)
 
 
(3,126)
 
Other nondeductible expenses
 
 
1,185
 
 
414
 
 
854
 
Liability for uncertain tax positions
 
 
(146)
 
 
(45)
 
 
704
 
Tax credits and other adjustments
 
 
(849)
 
 
223
 
 
784
 
Foreign taxes and other items
 
 
866
 
 
283
 
 
(186)
 
Total income tax provision
 
$
47,948
 
$
30,387
 
$
24,546
 
 
The components of deferred tax assets and liabilities at December 31, 2013 and 2012 are as follows:
 
 
 
As of December 31,
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Deferred tax assets
 
 
 
 
 
 
 
Long-term contracts
 
$
33,988
 
$
22,894
 
Deferred revenue
 
 
4,086
 
 
6,212
 
Federal, state and foreign net operating loss carryforwards
    and tax credits
 
 
133,190
 
 
122,948
 
Other
 
 
21,571
 
 
19,551
 
Total deferred tax assets
 
 
192,835
 
 
171,605
 
Valuation allowance
 
 
(6,567)
 
 
(2,200)
 
Net deferred tax assets
 
$
186,268
 
$
169,405
 
 
 
 
 
 
 
 
 
Deferred tax liabilities
 
 
 
 
 
 
 
Fixed assets and intangibles
 
$
(58,220)
 
$
(58,930)
 
Research and development expenditures
 
 
(318,340)
 
 
(254,312)
 
Other
 
 
(3,457)
 
 
(2,824)
 
Total deferred tax liabilities
 
$
(380,017)
 
$
(316,066)
 
 
 
 
 
 
 
 
 
Net deferred income tax liabilities
 
$
(193,749)
 
$
(146,661)
 
 
The Company recognizes valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers: (i) future reversals of existing taxable temporary differences; (ii) future taxable income exclusive of reversing temporary differences and carryforwards; (iii) taxable income in prior carryback year(s) if carryback is permitted under applicable tax law; and (iv) tax planning strategies.
 
As of December 31, 2013, the Company had deferred tax assets related to cumulative U.S. and state net operating loss carryforwards of approximately $333.5 million. These net operating loss carryforwards, if unutilized, will expire in various amounts from 2015 through 2033. The Company believes that the U.S. federal net operating losses will be utilized before the expiration dates and as such no valuation allowance has been established for these deferred tax assets. The Company does not expect to fully utilize all of its state net operating losses within the respective carryforward periods. As such, the Company has increased its state net operating loss valuation allowance by $3.1  million for the year ended December 31, 2013. As of December 31, 2013, the Company had deferred tax assets related to the foreign net operating loss carryforwards of approximately $0.7 million in various jurisdictions that begin to expire in 2016.  The Company also does not expect to fully utilize its foreign net operating losses within the respective carryforward periods.  As such, the Company has increased its foreign net operating loss valuation allowance by $0.2 million for the year ended December 31, 2013. The timing and manner in which the Company will utilize the net operating loss carryforwards in any year, or in total, may be limited in the future as a result of alternative minimum taxes, changes in the Company’s ownership and any limitations imposed by the jurisdictions in which the Company operates.
 
As of December 31, 2013, the Company had approximately $3.2 million of deferred tax assets related to research and development tax credits that expire in various amounts from 2028 through 2033, $1.7 million of foreign tax credits which expire in various amounts from 2020 through 2023, and $1.3 million of deferred tax assets related to Alternative Minimum Tax credits which do not expire. The Company believes that the research and development credits will be fully utilized within the carryforward period. However, the Company does not expect to utilize all of its foreign tax credits within the respective carryforward periods. As such, the Company has increased its valuation allowance by $1.0 million for the year ended December 31, 2013.
 
The Company has provided for U.S. income taxes on all undistributed earnings of its significant foreign subsidiaries since the Company does not indefinitely reinvest these undistributed earnings. The Company measures deferred tax assets and liabilities using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates in income in the period that includes the enactment date.
 
Uncertain Income Tax Positions
 
The Company is subject to income taxes in the U.S. and various state and foreign jurisdictions. Significant judgment is required in evaluating tax positions and determining the provision for income taxes. The Company establishes liabilities for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes may be due. These liabilities are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these liabilities in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of changes to these liabilities.
 
The amount of uncertain tax positions if recognized at December 31, 2013 was $1.3 million, as compared to $1.4 million at December 31, 2012. It is reasonably possible that $0.4 million of the unrecognized tax benefit reflected at December 31, 2013 may reverse in the next 12 months as the Company reassesses its filing positions in various foreign jurisdictions. Any changes are not anticipated to have significant impact on the results of operations, financial position or cash flows of the Company. All of the Company’s uncertain tax positions, if recognized, would affect its income tax expense.
 
The Company has elected an accounting policy to classify interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2013 and 2012, potential interest and penalties on unrecognized tax benefits were not significant.
 
The Company is subject to tax audits in all jurisdictions for which it files tax returns. Tax audits by their very nature are often complex and can require several years to complete.   Currently, there are no U.S. federal, state or foreign jurisdiction tax audits pending.   The Company’s corporate U.S. federal and state tax returns from 2009 to 2012 remain subject to examination by tax authorities and the Company’s foreign tax returns from 2007 to 2012 remain subject to examination by tax authorities.
 
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits which includes related interest and penalties:
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Balance at January 1,
 
$
1,405
 
$
1,450
 
Change attributable to tax positions taken in a prior period
 
 
54
 
 
38
 
Change attributable to tax positions taken in the current period
 
 
7
 
 
7
 
Decrease attributable to lapse of statute of limitations
 
 
(207)
 
 
(90)
 
Balance at December 31,
 
$
1,259
 
$
1,405
 
XML 82 R15.htm IDEA: XBRL DOCUMENT v2.4.0.8
Commitments and Contingencies
12 Months Ended
Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Disclosure [Text Block]
9. Commitments and Contingencies
 
Thales
 
In June 2010, the Company executed a primarily fixed-price FSD contract with 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 fourth quarter of 2017. As of December 31, 2013, the Company had made aggregate payments of $1,091.6 million to Thales, including $927.1 million from borrowings under the Credit Facility, which are capitalized as construction in progress within property and equipment, net, in the accompanying consolidated balance sheet. The Company’s obligations to Thales that are currently scheduled for the years ending December 31, 2014, 2015, 2016 and 2017, are in the amounts of $458.8 million, $344.1 million, $200.0 million and $166.7 million, respectively.
 
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 (the “SpaceX Agreement”). In August 2012, the Company entered into an amendment to the SpaceX Agreement (the “SpaceX Amendment”). The SpaceX Amendment reduced the number of contracted launches and increased the number of satellites to be carried on each launch vehicle. The maximum price under the SpaceX Amendment is $453.1 million. As of December 31, 2013, the Company had made aggregate payments of $69.7 million to SpaceX, which were capitalized as construction in progress within property and equipment, net in the accompanying consolidated balance sheet. The Company's obligations to SpaceX under the SpaceX Amendment for the years ending December 31, 2014, 2015, 2016 and 2017 are in the amounts of $83.5 million, $169.1 million, $109.0 million and $21.8 million, respectively.
 
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”), which the Company subsequently amended three times. The Kosmotras Agreement, as amended, provides for the purchase of up to six dedicated launches, for a total of approximately $184.3 million, and six additional launch options. Each launch can carry two satellites. In June 2013, the Company exercised an option for one dedicated launch to carry the first two Iridium NEXT satellites.  The total cost under the contract for this single launch will be $51.8 million. As of December 31, 2013, the Company had made aggregate payments of $18.3 million to Kosmotras, which were capitalized as construction in progress within property and equipment, net in the accompanying consolidated balance sheet. The option to purchase three dedicated launches expired as of December 31, 2013; the option to purchase the remaining two dedicated launches expires March 31, 2014. The Company’s obligations to Kosmotras for the single launch purchased under the Kosmotras Agreement for the years ending December 31, 2014 and 2015 are $25.3 million and $8.2 million, respectively.
 
Supplier Purchase Commitments
 
The Company has a manufacturing agreement with two suppliers to manufacture subscriber equipment, one of which contains minimum monthly purchase requirements. The Company’s purchases have exceeded the monthly minimum requirement since inception. Pursuant to the agreement, the Company may be required to purchase certain materials if the materials are not used in production within the periods specified in the agreement. The supplier will then repurchase such materials from the Company at the same price paid by the Company, as required for the production of the devices. As of December 31, 2013 and 2012, the Company had $2.4 million and $1.4 million, respectively, of such materials and the amounts were included in inventory on the accompanying consolidated balance sheets.
 
Unconditional purchase obligations are $147.8 million, which include the Company’s commitments with Boeing on the existing satellite system, an agreement with a supplier for the manufacturing of the Company’s devices and various commitments with other vendors. Unconditional purchase obligations scheduled for the years ending December 31, 2014, 2015, 2016, and 2017 are in the amounts of $55.3 million, $36.5 million, $37.1 million, and $18.9 million, respectively.
 
In-Orbit Insurance 
 
Due to various contractual requirements, the Company is required to maintain a third-party in-orbit insurance policy with a de-orbiting endorsement to cover potential claims relating to operating or de-orbiting the satellite constellation. The policy covers the Company, Boeing as operator, Motorola Solutions (the original system architect and prior owner), contractors and subcontractors of the insured, the U.S. government and certain other sovereign nations.
 
The current policy has a renewable one-year term, which is scheduled to expire on December 8, 2014. The policy coverage is separated into Sections A, B, and C.
 
Section A coverage is currently in effect and covers product liability over Motorola’s position as manufacturer of the satellites. Liability limits for claims under Section A are $1.0 billion per occurrence and in the aggregate. There is no deductible for claims.
 
Section B coverage is currently in effect and covers risks in connection with in-orbit satellites. Liability limits for claims under Section B are $500 million per occurrence and in the aggregate for space vehicle liability and $500 million and $1.0 billion per occurrence and in the aggregate, respectively, with respect to de-orbiting. The balance of the unamortized premium payment for Sections A and B coverage as of December 31, 2013 is included in prepaid expenses and other current assets in the accompanying consolidated balance sheet. The deductible for claims under Section B is $250,000 per occurrence.
 
Section C coverage is effective once requested by the Company (the “Attachment Date”) and covers risks in connection with a decommissioning of the satellite system. Liability limits for claims under Section C are $500 million and $1.0 billion per occurrence and in the aggregate, respectively. The term of the coverage under Section C is 12 months from the Attachment Date. The premium for Section C coverage is $2.5 million and is payable on or before the Attachment Date. As of December 31, 2013, the Company had not requested Section C coverage since no decommissioning activities are currently anticipated. The deductible for claims under Section C is $250,000 per occurrence.
 
Operating Leases
 
The Company leases land, office space, and office and computer equipment under noncancelable operating lease agreements. Most of the leases contain renewal options of 1 to 10 years. The Company’s obligations under the current terms of these leases extend through 2024.
 
Additionally, several of the Company’s leases contain clauses for rent escalation including, but not limited to, a pro-rata share of increased operating and real estate tax expenses. Rent expense is recognized on a straight-line basis over the lease term. The Company leases facilities located in Chandler, Arizona; Tempe, Arizona; McLean, Virginia; Canada; Russia; and Norway. Future minimum lease payments, by year and in the aggregate, under noncancelable operating leases at December 31, 2013, are as follows:
 
 
 
Operating
 
Year ending December 31,
 
Leases
 
 
 
(In thousands)
 
2014
 
$
2,702
 
2015
 
 
2,867
 
2016
 
 
2,291
 
2017
 
 
2,239
 
2018
 
 
2,302
 
Thereafter
 
 
7,402
 
Total
 
$
19,803
 
 
Rent expense for the years ended December 31, 2013, 2012, and 2011 was $3.2 million, $3.2 million, and $3.0 million, respectively.
 
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.
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Segments, Significant Customers, Supplier and Service Providers and Geographic Information (Details 1) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Segment Reporting Information [Line Items]                      
Total Revenue $ 98,207 $ 100,569 $ 94,684 $ 89,189 $ 92,284 $ 100,441 $ 97,321 $ 93,474 $ 382,649 $ 383,520 $ 384,307
UNITED STATES
                     
Segment Reporting Information [Line Items]                      
Total Revenue                 175,054 178,145 176,043
CANADA
                     
Segment Reporting Information [Line Items]                      
Total Revenue                 49,541 53,279 52,419
UNITED KINGDOM
                     
Segment Reporting Information [Line Items]                      
Total Revenue                 37,421 42,706 48,886
Other Countries [Member]
                     
Segment Reporting Information [Line Items]                      
Total Revenue                 $ 120,633 [1] $ 109,390 [1] $ 106,959 [1]
[1] No one other country represented more than 10% of revenue.
XML 84 R13.htm IDEA: XBRL DOCUMENT v2.4.0.8
Property and Equipment
12 Months Ended
Dec. 31, 2013
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment Disclosure [Text Block]
7. Property and Equipment
 
Property and equipment consisted of the following at December 31:
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Satellite system
 
$
337,677
 
$
337,677
 
Ground system
 
 
41,247
 
 
16,751
 
Equipment
 
 
25,019
 
 
22,272
 
Internally developed software and purchased software
 
 
68,141
 
 
56,750
 
Building and leasehold improvements
 
 
28,063
 
 
28,070
 
 
 
 
500,147
 
 
461,520
 
Less: accumulated depreciation
 
 
(296,716)
 
 
(240,186)
 
 
 
 
203,431
 
 
221,334
 
Land
 
 
8,037
 
 
8,037
 
Construction in process:
 
 
 
 
 
 
 
Iridium NEXT systems under construction
 
 
1,341,148
 
 
972,908
 
Other construction in process
 
 
22,963
 
 
8,414
 
Total property and equipment, net of accumulated depreciation
 
$
1,575,579
 
$
1,210,693
 
 
Other construction in process consisted of the following at December 31:
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Internally developed software
 
$
17,582
 
$
7,390
 
Equipment
 
 
4,204
 
 
843
 
Ground system
 
 
1,177
 
 
181
 
Total other construction in process
 
$
22,963
 
$
8,414
 
 
Depreciation expense for the years ended December 31, 2013, 2012 and 2011 was $62.0 million, $68.1 million, and $84.6 million, respectively.
XML 85 R14.htm IDEA: XBRL DOCUMENT v2.4.0.8
Intangible Assets
12 Months Ended
Dec. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Disclosure [Text Block]
8. Intangible Assets
 
The Company has identifiable intangible assets as follows:
 
 
 
December 31, 2013
 
 
 
Useful
 
Gross
 
Accumulated
 
Net
 
 
 
Lives
 
Carrying Value
 
Amortization
 
Carrying Value
 
 
 
(In thousands)
 
Indefinite life intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Trade names
 
Indefinite
 
$
21,195
 
$
-
 
$
21,195
 
Spectrum and licenses
 
Indefinite
 
 
14,030
 
 
-
 
 
14,030
 
Total
 
 
 
 
35,225
 
 
-
 
 
35,225
 
Definite life intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships - government
 
5 years
 
 
20,355
 
 
(17,301)
 
 
3,054
 
Customer relationships - commercial
 
5 years
 
 
33,052
 
 
(28,094)
 
 
4,958
 
Core developed technology
 
5 years
 
 
4,842
 
 
(4,116)
 
 
726
 
Intellectual property
 
16.5 years (1)
 
 
16,439
 
 
(3,253)
 
 
13,186
 
Software
 
5 years
 
 
2,025
 
 
(1,722)
 
 
303
 
Total
 
 
 
 
76,713
 
 
(54,486)
 
 
22,227
 
Total intangible assets
 
 
 
$
111,938
 
$
(54,486)
 
$
57,452
 
 
 
 
December 31, 2012
 
 
 
Useful
 
Gross
 
Accumulated
 
Net
 
 
 
Lives
 
Carrying Value
 
Amortization
 
Carrying Value
 
 
 
(In thousands)
 
Indefinite life intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Trade names
 
Indefinite
 
$
21,195
 
$
-
 
$
21,195
 
Spectrum and licenses
 
Indefinite
 
 
14,030
 
 
-
 
 
14,030
 
Total
 
 
 
 
35,225
 
 
-
 
 
35,225
 
Definite life intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships - government
 
5 years
 
 
20,355
 
 
(13,230)
 
 
7,125
 
Customer relationships - commercial
 
5 years
 
 
33,052
 
 
(21,484)
 
 
11,568
 
Core developed technology
 
5 years
 
 
4,842
 
 
(3,147)
 
 
1,695
 
Intellectual property
 
16.5 years (1)
 
 
16,439
 
 
(2,258)
 
 
14,181
 
Software
 
5 years
 
 
2,025
 
 
(1,317)
 
 
708
 
Total
 
 
 
 
76,713
 
 
(41,436)
 
 
35,277
 
Total intangible assets
 
 
 
$
111,938
 
$
(41,436)
 
$
70,502
 
 
 
  (1)
 
Intellectual property is allocated over the estimated useful life of the existing satellite systems and Iridium NEXT, which averages to 16.5 years.
 
The weighted average amortization period of intangible assets is 7.5 years. Amortization expense was $13.0 million for each of the three years ended December 31, 2013, 2012 and 2011.
 
Future amortization expense with respect to intangible assets existing at December 31, 2013, by year and in the aggregate, is as follows:
 
Year ending December 31,
 
Amount
 
 
 
(In thousands)
 
2014
 
$
10,036
 
2015
 
 
995
 
2016
 
 
995
 
2017
 
 
995
 
2018
 
 
995
 
Thereafter
 
 
8,211
 
Total estimated future amortization expense
 
$
22,227
 
XML 86 R16.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stock-Based Compensation
12 Months Ended
Dec. 31, 2013
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
10. Stock-Based Compensation
 
During 2012, the Company’s stockholders approved a stock incentive plan (the “2012 Stock Incentive 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 December 31, 2013, 13,416,019 shares of common stock were authorized for issuance as awards under the 2012 Stock Incentive Plan.
 
Stock Option Awards
 
The stock option awards granted to employees generally (i) have a term of ten years, (ii) vest over a four-year period with 25% vesting after the first year of service and ratably on a quarterly basis thereafter, (iii) are contingent upon employment on the vesting date, and (iv) have an exercise price equal to the fair value of the underlying shares at the date of grant. The stock option awards granted to the Company’s board of directors generally (i) represent a portion of their annual compensation, (ii) have a term of ten years, (iii) vest over the calendar year with 25% vesting on the last day of each calendar quarter, (iv) are contingent upon continued service on the vesting date, and (v) have an exercise price equal to the fair value of the underlying shares at the date of grant. The fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility for options granted was based on the actual historical volatility of the Company’s stock price. The expected term of the award was calculated using the simplified method as the Company currently does not have sufficient experience of its own option exercise patterns. The Company does not anticipate paying dividends during the expected term of the grants; therefore, the dividend rate was assumed to be zero. The risk-free interest rate assumed is based upon U.S. Treasury Bond interest rates with similar terms at similar dates. To the extent the Company’s actual forfeiture rate is different from its estimate of forfeitures, the stock-based compensation may differ in future periods.
 
The stock options granted to consultants are generally subject to service 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.
 
Assumptions used in determining the fair value of the Company’s options were as follows:
 
 
 
Year Ended December 31,
 
 
 
 
2013
 
 
2012
 
 
2011
 
 
Expected volatility
 
41% - 42%
 
 
42% - 45%
 
 
40% - 45%
 
 
Expected term (years)
 
3.00 - 6.25
 
 
5.50 - 6.25
 
 
5.50 - 6.25
 
 
Expected dividends
 
0%
 
 
0%
 
 
0%
 
 
Risk free interest rate
 
0.58% - 1.93%
 
 
0.78% - 1.17%
 
 
1.16% - 2.65%
 
 
 
During 2013, the Company granted approximately 1.2 million and less than 0.1 million stock options to its employees and non-employee consultants, respectively. The estimated aggregate grant-date fair values of the stock options granted to employees and non-employee consultants during 2013 was $3.2 million and $0.1 million, respectively.
 
Certain members of the Company’s board of directors elected to receive a portion of their 2013 annual compensation in the form of stock options. During 2013, the Company granted approximately 0.1 million stock options to its directors as a result of these elections. These options were granted in January 2013 and vested through the end of 2013, with 25% vesting on the last day of each calendar quarter. The estimated aggregate grant-date fair value of the options granted to directors during 2013 was $0.2 million.
 
A summary of the activity of the Company’s stock options as of December 31, 2013 is as follows:
 
 
 
 
 
 
 
 
Weighted-
 
 
 
 
 
 
 
 
Weighted-
 
Average
 
 
 
 
 
 
 
 
Average
 
Remaining
 
Aggregate
 
 
 
 
 
Exercise Price
 
Contractual
 
Intrinsic
 
 
 
Shares
 
Per Share
 
Term (Years)
 
Value
 
 
 
(In thousands, except years and per share data)
 
Options outstanding at January 1, 2013
 
5,431
 
$
8.30
 
 
 
 
 
 
Granted
 
1,339
 
$
6.31
 
 
 
 
 
 
Cancelled or expired
 
(340)
 
$
8.62
 
 
 
 
 
 
Exercised
 
(4)
 
$
6.54
 
 
 
 
 
 
Forfeited
 
(243)
 
$
7.31
 
 
 
 
 
 
Options outstanding at December 31, 2013
 
6,183
 
$
7.89
 
7.05
 
$
140
 
Options vested and exercisable at December 31, 2013
 
3,918
 
$
8.36
 
6.24
 
$
-
 
Options exercisable and expected to vest at December
    31, 2013
 
6,142
 
$
7.90
 
7.04
 
$
136
 
 
The Company recognized $6.0 million, $6.0 million, and $5.6 million of stock-based compensation expense related to these options in the years ended December 31, 2013, 2012 and 2011, respectively.
 
The weighted-average grant-date fair value of options granted during the years ended December 31, 2013, 2012 and 2011 were $2.60, $3.31, and $3.69 per share, respectively.
  
As of December 31, 2013, the total unrecognized cost related to non-vested options was approximately $5.7 million. This cost is expected to be recognized over a weighted average period of 2.4 years. The total fair value of the shares vested during the years ended December 31, 2013, 2012 and 2011 was approximately $6.3 million, $6.7 million, and $4.6 million, respectively.
 
Restricted Stock Unit Awards
 
In 2013, the Company granted approximately 0.5 million service-based RSUs and 0.2 million performance-based RSUs to its employees. Employee 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. Employee performance-based RSUs were awarded to the Company’s executives. Vesting of the performance-based RSUs is dependent upon the Company’s achievement of certain performance goals over a two-year measurement period. 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. Provided that the Company achieves the performance goals, 50% of the RSUs will vest after two years and the remaining 50% after the third year. The Company records stock-based compensation expense related to performance-based RSUs when it is considered probable that the performance conditions will be met. During the fourth quarter of 2013, the Company analyzed the performance targets associated with the performance-based RSUs granted in both 2012 and 2013.  Based on this analysis, the Company determined that achievement of the performance targets was no longer probable and accordingly reversed the $1.3 million of previously recorded stock-based compensation expense associated with the performance RSUs. The estimated aggregate grant-date fair values of the service-based RSUs and performance-based RSUs granted to employees during 2013 were $3.2 million and $1.4 million, respectively. 
 
Certain members of the Company’s board of directors elected to receive a portion of their 2013 annual compensation in the form of RSUs. During 2013, the Company granted approximately 0.1 million RSUs to its directors as a result of these elections. These RSUs were granted in January 2013 and vested through the end of 2013, with 25% vesting on the last day of each calendar quarter. The estimated aggregate grant-date fair value of the RSUs granted to directors during 2013 was $0.8 million.
 
A summary of the Company’s activity for the year ended December 31, 2013 for outstanding RSUs is as follows:
 
 
 
 
 
Weighted-
 
 
 
 
 
Average
 
 
 
 
 
Grant Date
 
 
 
 
 
Fair Value
 
 
 
RSUs
 
Per RSU
 
 
 
(In thousands)
 
 
 
 
Outstanding at January 1, 2013
 
1,007
 
$
7.60
 
Granted
 
863
 
$
6.18
 
Forfeited
 
(310)
 
$
7.25
 
Released
 
(254)
 
$
7.56
 
Outstanding at December 31, 2013
 
1,306
 
$
6.76
 
Vested at December 31, 2013
 
346
 
 
 
 
 
A summary of the Company’s activity for the year ended December 31, 2013 for unvested RSUs is as follows:
 
 
 
 
 
Weighted-
 
 
 
 
 
Average
 
 
 
 
 
Grant Date
 
 
 
 
 
Fair Value
 
 
 
RSUs
 
Per RSU
 
 
 
(In thousands)
 
 
 
 
Non-vested at January 1, 2013
 
740
 
$
7.56
 
Granted
 
863
 
$
6.18
 
Vested
 
(333)
 
$
7.34
 
Forfeited
 
(310)
 
$
7.25
 
Non-vested at December 31, 2013
 
960
 
$
6.50
 
 
The Company recognized $1.7 million, $2.1 million, and $0.7 million of stock-based compensation expense related to these RSUs in the years ended December 31, 2013, 2012, and 2011, respectively.
XML 87 R64.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes (Details 1) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Current taxes:      
Federal provision (benefit) $ (12) $ (47) $ 82
State provision 7 96 816
Foreign provision 723 849 567
Total current tax provision 718 898 1,465
Deferred taxes:      
Federal provision 39,041 30,014 21,089
State provision (benefit) 8,240 (610) 1,995
Foreign provision (benefit) (51) 85 (3)
Total deferred tax provision 47,230 29,489 23,081
Total income tax provision $ 47,948 $ 30,387 $ 24,546
XML 88 R66.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes (Details 3) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Deferred tax assets    
Long-term contracts $ 33,988 $ 22,894
Deferred revenue 4,086 6,212
Federal, state and foreign net operating loss carryforwards and tax credits 133,190 122,948
Other 21,571 19,551
Total deferred tax assets 192,835 171,605
Valuation allowance (6,567) (2,200)
Net deferred tax assets 186,268 169,405
Deferred tax liabilities    
Fixed assets and intangibles (58,220) (58,930)
Research and development expenditures (318,340) (254,312)
Other (3,457) (2,824)
Total deferred tax liabilities (380,017) (316,066)
Net deferred income tax liabilities $ (193,749) $ (146,661)
XML 89 R63.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Income Taxes [Line Items]      
U.S. income $ 111,685 $ 94,719 $ 65,272
Foreign income (loss) (1,220) 299 309
Total income before income taxes $ 110,465 $ 95,018 $ 65,581
XML 90 R34.htm IDEA: XBRL DOCUMENT v2.4.0.8
Significant Accounting Policies and Basis of Presentation (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Accounting Policies [Line Items]      
Capitalized interest $ 52,136 $ 29,305 $ 12,825
Interest expense 583 114 42
Total interest $ 52,719 $ 29,419 $ 12,867
XML 91 R51.htm IDEA: XBRL DOCUMENT v2.4.0.8
Intangible Assets (Details Textual) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]      
Intellectual Property Useful Life 16 years 6 months    
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life 7 years 6 months    
Amortization of Intangible Assets $ 13.0 $ 13.0 $ 13.0
XML 92 R21.htm IDEA: XBRL DOCUMENT v2.4.0.8
Selected Quarterly Information (Unaudited)
12 Months Ended
Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Financial Information [Text Block]
15. Selected Quarterly Information (Unaudited)
 
The following represents the Company’s unaudited quarterly results for the years ended December 31, 2013 and 2012:
 
 
 
Quarter Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
 
 
2013
 
2013
 
2013
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except per share data)
 
Revenue
 
$
89,189
 
$
94,684
 
$
100,569
 
$
98,207
 
Operating income
 
$
25,338
 
$
28,848
 
$
29,451
 
$
26,257
 
Net income
 
$
14,934
 
$
15,413
 
$
16,585
 
$
15,585
 
Net income per common share - basic
 
$
0.17
 
$
0.18
 
$
0.19
 
$
0.18
 
Net income per common share -diluted
 
$
0.17
 
$
0.18
 
$
0.19
 
$
0.18
 
 
 
 
Quarter Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
 
 
2012
 
2012
 
2012
 
2012
 
 
 
(In thousands, except per share data)
 
Revenue
 
$
93,474
 
$
97,321
 
$
100,441
 
$
92,284
 
Operating income
 
$
14,088
 
$
28,274
 
$
31,688
 
$
31,024
 
Net income
 
$
12,418
 
$
17,663
 
$
17,839
 
$
16,711
 
Net income per common share - basic
 
$
0.17
 
$
0.24
 
$
0.24
 
$
0.20
 
Net income per common share -diluted
 
$
0.16
 
$
0.23
 
$
0.23
 
$
0.19
 
 
The sum of the per share amounts does not equal the annual amounts due to changes in the weighted average number of common shares outstanding during the year.
XML 93 R26.htm IDEA: XBRL DOCUMENT v2.4.0.8
Property and Equipment (Tables)
12 Months Ended
Dec. 31, 2013
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment [Table Text Block]
Property and equipment consisted of the following at December 31:
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Satellite system
 
$
337,677
 
$
337,677
 
Ground system
 
 
41,247
 
 
16,751
 
Equipment
 
 
25,019
 
 
22,272
 
Internally developed software and purchased software
 
 
68,141
 
 
56,750
 
Building and leasehold improvements
 
 
28,063
 
 
28,070
 
 
 
 
500,147
 
 
461,520
 
Less: accumulated depreciation
 
 
(296,716)
 
 
(240,186)
 
 
 
 
203,431
 
 
221,334
 
Land
 
 
8,037
 
 
8,037
 
Construction in process:
 
 
 
 
 
 
 
Iridium NEXT systems under construction
 
 
1,341,148
 
 
972,908
 
Other construction in process
 
 
22,963
 
 
8,414
 
Total property and equipment, net of accumulated depreciation
 
$
1,575,579
 
$
1,210,693
 
Other Construction In Process [Table Text Block]
Other construction in process consisted of the following at December 31:
 
 
 
2013
 
2012
 
 
 
(In thousands)
 
Internally developed software
 
$
17,582
 
$
7,390
 
Equipment
 
 
4,204
 
 
843
 
Ground system
 
 
1,177
 
 
181
 
Total other construction in process
 
$
22,963
 
$
8,414
 
XML 94 R49.htm IDEA: XBRL DOCUMENT v2.4.0.8
Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Indefinite life intangible assets:    
Total Gross Carrying Value $ 35,225 $ 35,225
Total Accumulated Amortization 0 0
Total Net Carrying Value 35,225 35,225
Definite life intangible assets:    
Total Gross Carrying Value 76,713 76,713
Total intangible assets, Gross Carrying Value 111,938 111,938
Total, Accumulated Amortization (54,486) (41,436)
Total intangible assets, Accumulated Amortization (54,486) (41,436)
Total, Net Carrying Value 22,227 35,277
Total intangible assets, Net Carrying Value 57,452 70,502
Customer Relationships Government [Member]
   
Definite life intangible assets:    
Useful Lives 5 years 5 years
Total Gross Carrying Value 20,355 20,355
Total, Accumulated Amortization (17,301) (13,230)
Total, Net Carrying Value 3,054 7,125
Customer Relationships Commercial [Member]
   
Definite life intangible assets:    
Useful Lives 5 years 5 years
Total Gross Carrying Value 33,052 33,052
Total, Accumulated Amortization (28,094) (21,484)
Total, Net Carrying Value 4,958 11,568
Core Developed Technology [Member]
   
Definite life intangible assets:    
Useful Lives 5 years 5 years
Total Gross Carrying Value 4,842 4,842
Total, Accumulated Amortization (4,116) (3,147)
Total, Net Carrying Value 726 1,695
Intellectual Property [Member]
   
Definite life intangible assets:    
Useful Lives 16 years 6 months [1] 16 years 6 months [1]
Total Gross Carrying Value 16,439 16,439
Total, Accumulated Amortization (3,253) (2,258)
Total, Net Carrying Value 13,186 14,181
Software Development [Member]
   
Definite life intangible assets:    
Useful Lives 5 years 5 years
Total Gross Carrying Value 2,025 2,025
Total, Accumulated Amortization (1,722) (1,317)
Total, Net Carrying Value 303 708
Trade Names [Member]
   
Indefinite life intangible assets:    
Total Gross Carrying Value 21,195 21,195
Total Accumulated Amortization 0 0
Total Net Carrying Value 21,195 21,195
Spectrum And Licensing [Member]
   
Indefinite life intangible assets:    
Total Gross Carrying Value 14,030 14,030
Total Accumulated Amortization 0 0
Total Net Carrying Value $ 14,030 $ 14,030
[1] Intellectual property is allocated over the estimated useful life of the existing satellite systems and Iridium NEXT, which averages to 16.5 years.
XML 95 R41.htm IDEA: XBRL DOCUMENT v2.4.0.8
Cash and Cash Equivalents and Marketable Securities (Details Textual) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Cash and Cash Equivalents [Line Items]      
Available-for-sale Securities, Gross Unrealized Gain (Loss), Total $ (16)    
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) On Securities Arising During Period, Net Of Tax $ (10) $ 0 $ 0
XML 96 R5.htm IDEA: XBRL DOCUMENT v2.4.0.8
Consolidated Statements of Changes in Stockholders' Equity (USD $)
In Thousands
Total
Series A Convertible Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Retained Earnings [Member]
Balance at Dec. 31, 2010 $ 654,916 $ 0 $ 70 $ 675,402 $ 90 $ (20,646)
Balance (in shares) at Dec. 31, 2010   0 70,254      
Stock-based compensation 6,341 0 0 6,341 0 0
Stock issued upon exchange of warrants 1 0 3 (2) 0 0
Stock issued upon exchange of warrants (in shares)   0 2,946      
Stock issued upon exercise of stock options 40 0 0 40 0 0
Stock issued upon exercise of stock options (in shares)   0 5      
Stock withheld to cover employee taxes 0          
Net income 41,035 0 0 0 0 41,035
Dividends on Series A Preferred Stock 0          
Foreign currency translation adjustments (315) 0 0 0 (315) 0
Unrealized loss on marketable securities, net of tax 0          
Balance at Dec. 31, 2011 702,018 0 73 681,781 (225) 20,389
Balance (in shares) at Dec. 31, 2011   0 73,205      
Stock-based compensation 8,150 0 0 8,150 0 0
Issuance of Series A Convertible Preferred Stock 96,499 0 0 96,499 0 0
Issuance of Series A Convertible Preferred Stock (in shares)   1,000 0      
Stock issued upon exercise of stock warrants 9,114 0 1 9,113 0 0
Stock issued upon exercise of stock warrants (in shares)   0 1,302      
Stock issued upon exchange of warrants and related transaction costs (2,073) 0 2 (2,075) 0 0
Stock issued upon exchange of warrants and related transaction costs (in shares)   0 1,949      
Stock issued upon exercise of stock options 43 0 0 43 0 0
Stock issued upon exercise of stock options (in shares)   0 5      
Stock withheld to cover employee taxes 0          
Net income 64,631 0 0 0 0 64,631
Dividends on Series A Preferred Stock (1,692) 0 0 0 0 (1,692)
Foreign currency translation adjustments (132) 0 0 0 (132) 0
Unrealized loss on marketable securities, net of tax 0          
Balance at Dec. 31, 2012 876,558 0 76 793,511 (357) 83,328
Balance (in shares) at Dec. 31, 2012   1,000 76,461      
Stock-based compensation 7,749 0 0 7,749 0 0
Stock issued upon exercise of stock warrants 4 0 0 4 0 0
Stock issued upon exercise of stock warrants (in shares)   0 1      
Stock issued upon exercise of stock options 25 0 1 24 0 0
Stock issued upon exercise of stock options (in shares) 4 0 228      
Stock withheld to cover employee taxes (26) 0 0 (26) 0 0
Net income 62,517 0 0 0 0 62,517
Dividends on Series A Preferred Stock (7,000) 0 0 0 0 (7,000)
Foreign currency translation adjustments (322) 0 0 0 (322) 0
Unrealized loss on marketable securities, net of tax (10) 0 0 0 (10) 0
Balance at Dec. 31, 2013 $ 939,495 $ 0 $ 77 $ 801,262 $ (689) $ 138,845
Balance (in shares) at Dec. 31, 2013   1,000 76,690      
XML 97 R10.htm IDEA: XBRL DOCUMENT v2.4.0.8
Equity Instruments
12 Months Ended
Dec. 31, 2013
Stockholders Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
4. Equity Instruments
 
$7.00 Warrants
 
In connection with the Company’s initial public offering (“IPO”) in February 2008, the Company sold 40.0 million units at a price of $10.00 per unit. Each unit consisted of one share of common stock and one common stock purchase warrant (“$7.00 Warrant”). Each $7.00 Warrant entitled the holder to purchase from the Company one share of common stock at a price of $7.00 per share.
 
During 2012, the Company issued 1.3 million shares of common stock resulting from the exercise of 1.3 million $7.00 Warrants. The Company received proceeds of $9.1 million as a result of these warrant exercises.
 
During 2012, the Company entered into privately negotiated warrant exchange agreements with the largest holder of the outstanding $7.00 Warrants. Pursuant to these agreements, the Company issued 562,370 new shares of its common stock in exchange for 3,374,220 of the $7.00 Warrants (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered), representing approximately 27% of the outstanding $7.00 Warrants.
 
During 2012, the Company also initiated and completed a tender offer to exchange outstanding $7.00 Warrants for shares of its own common stock (the “2012 Tender Offer”). The Company offered holders of its $7.00 Warrants one share of common stock for every six of the $7.00 Warrants tendered (equivalent to approximately 0.1667 common shares for every $7.00 Warrant tendered). As a result of the 2012 Tender Offer, the Company issued an aggregate of 1,386,941 shares of its common stock in exchange for an aggregate of 8,321,433 of the $7.00 Warrants.
 
In February 2013, all outstanding $7.00 Warrants expired in accordance with their terms.
  
$11.50 Warrants
 
On September 29, 2009, in connection with the acquisition of Iridium Holdings, holders of approximately 14.4 million $7.00 warrants exchanged their existing warrants for new warrants to purchase its common stock at an exercise price of $11.50 per share (the “$11.50 Warrants”).
 
The Company may redeem each of the $11.50 Warrants at a price of $0.01 upon 30 days prior notice, provided that the warrants are exercisable and the registration statement covering the common stock issuable upon exercise of the warrants remains effective and available.  In addition, redemption can only be made if the closing price of the common stock is at least $18.00 per share for any 20 trading days within a 30-trading-day period ending on the third day prior to the date on which notice of redemption is given. If the registration statement is not still effective at the time of exercise, the holders of the $11.50 Warrants will not be entitled to exercise the warrants, and in no event (whether in the case of a registration statement not being effective or otherwise) will the Company be required to net cash settle any such warrant exercise. Consequently, the $11.50 Warrants may expire unexercised and unredeemed. The number of shares of common stock issuable upon the exercise of each $11.50 Warrant is subject to adjustment from time to time upon the occurrence of specified events. The $11.50 Warrants expire in February  2015.
 
During 2011, the Company entered into several private transactions to exchange shares of its common stock for outstanding $11.50 Warrants. As a result of these transactions, the Company issued an aggregate of 1,643,453 shares of its common stock in exchange for an aggregate of 8,167,541 of the $11.50 Warrants.
 
During 2011, the Company initiated and completed a tender offer to exchange outstanding $11.50 Warrants for shares of its common stock (the “2011 Tender Offer”). As a result of the 2011 Tender Offer, the Company issued an aggregate of 1,303,267 shares of its common stock in exchange for an aggregate of 5,923,963 of the $11.50 Warrants. As of December 31, 2013, 277,021 of the $11.50 Warrants remained outstanding.
 
Series A Cumulative Convertible Perpetual Preferred Stock
 
The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $0.0001 per share. In 2012, the Company issued 1,000,000 shares of its 7.00% Series A Cumulative Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) in a private offering. The purchase price, equal to $96.85 per share, reflected an aggregate initial purchaser discount of $3.2 million. 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 additional offering costs.
 
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 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 initially at a 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). Except as otherwise provided, the Series A Preferred Stock is convertible only into shares of the Company’s common stock. In 2013 and 2012, the Company paid $7.0 million and $1.4 million, respectively, in cash dividends to the holders of Series A Preferred Stock. As of December 31, 2013, holders of the Series A Preferred Stock have accrued $0.3 million in cash dividends which is included within accrued expenses and other current liabilities on the consolidated balance sheet. On February 24, 2014, the Company declared dividends of $1.75 million payable on March 17, 2014 to holders of the Series A Preferred Stock as of March 1, 2014. 
 
On or after October 3, 2017, the Company may, at its option, convert some or all of the Series A Preferred Stock into that 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.
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Stock-Based Compensation (Details Textual) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-Based Compensation Arrangement By Share-Based Payment Award, Restricted Stock Vesting Range Minimum 0.00%    
Share-Based Compensation Arrangement By Share-Based Payment Award, Restricted Stock Vesting Range Maximum 150.00%    
Percentage Of Restricted Stock Units Awards Vested After Two Years 50.00%    
Percentage Of Restricted Stock Units Awards Vested After Third Year 50.00%    
Allocated Share-based Compensation Expense $ 6.0 $ 6.0 $ 5.6
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value $ 2.60 $ 3.31 $ 3.69
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total 5.7    
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition 2 years 4 months 24 days    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value 6.3 6.7 4.6
Restricted Stock or Unit Expense 1.7 2.1 0.7
2012 Stock Incentive Plan [Member]
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized 13,416,019    
Employee Stock Option [Member] | Non Employee [Member]
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Grant Date Fair Value Of Stock Options 0.1    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period 100,000    
Employee Stock Option [Member] | Employee [Member]
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Grant Date Fair Value Of Stock Options 3.2    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period 1,200,000    
First Anniversary Vesting Percentage 25.00%    
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award ten years    
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period 4 years    
Employee Stock Option [Member] | Directors [Member]
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Grant Date Fair Value Of Stock Options 0.2    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period 100,000    
Quarterly Vesting Percentage 25.00%    
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award ten years    
Restricted Stock Units (RSUs) [Member]
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
First Anniversary Vesting Percentage 25.00%    
Restricted Stock Units (RSUs) [Member] | Directors [Member]
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Grant Date Fair Value Of Restricted Stock Units 0.8    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period 100,000    
Quarterly Vesting Percentage 25.00%    
Service Based Rsu [Member]
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Grant Date Fair Value Of Restricted Stock Units 3.2    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period 500,000    
Performance Based Rsu [Member]
     
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Grant Date Fair Value Of Restricted Stock Units 1.4    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period 200,000    
Reversal of Allocated Share Based Compensation Expense $ 1.3    
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Net Income Per Share (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Numerator:                      
Net income attributable to common stockholders                 $ 55,517 $ 62,939 $ 41,035
Net income allocated to participating securities                 (46) (54) (29)
Numerator for basic net income per share                 55,471 62,885 41,006
Dividends on Series A Preferred Stock                 7,000 1,692 0
Numerator for diluted net income per share                 $ 62,471 $ 64,577 $ 41,006
Denominator:                      
Denominator for basic net income per share - weighted average outstanding common shares                 76,909 74,239 72,164
Dilutive effect of warrants                 0 1,272 1,395
Dilutive effect of stock options                 0 6 0
Dilutive effect of Series A Preferred Stock                 10,602 2,665 0
Denominator for diluted net income per share                 87,511 78,182 73,559
Net income per share - basic (in dollars per share) $ 0.18 $ 0.19 $ 0.18 $ 0.17 $ 0.20 $ 0.24 $ 0.24 $ 0.17 $ 0.72 $ 0.85 $ 0.57
Net income per share - diluted (in dollars per share) $ 0.18 $ 0.19 $ 0.18 $ 0.17 $ 0.19 $ 0.23 $ 0.23 $ 0.16 $ 0.71 $ 0.83 $ 0.56
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Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets and Goodwill [Table Text Block]
The Company has identifiable intangible assets as follows:
 
 
 
December 31, 2013
 
 
 
Useful
 
Gross
 
Accumulated
 
Net
 
 
 
Lives
 
Carrying Value
 
Amortization
 
Carrying Value
 
 
 
(In thousands)
 
Indefinite life intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Trade names
 
Indefinite
 
$
21,195
 
$
-
 
$
21,195
 
Spectrum and licenses
 
Indefinite
 
 
14,030
 
 
-
 
 
14,030
 
Total
 
 
 
 
35,225
 
 
-
 
 
35,225
 
Definite life intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships - government
 
5 years
 
 
20,355
 
 
(17,301)
 
 
3,054
 
Customer relationships - commercial
 
5 years
 
 
33,052
 
 
(28,094)
 
 
4,958
 
Core developed technology
 
5 years
 
 
4,842
 
 
(4,116)
 
 
726
 
Intellectual property
 
16.5 years (1)
 
 
16,439
 
 
(3,253)
 
 
13,186
 
Software
 
5 years
 
 
2,025
 
 
(1,722)
 
 
303
 
Total
 
 
 
 
76,713
 
 
(54,486)
 
 
22,227
 
Total intangible assets
 
 
 
$
111,938
 
$
(54,486)
 
$
57,452
 
 
 
 
December 31, 2012
 
 
 
Useful
 
Gross
 
Accumulated
 
Net
 
 
 
Lives
 
Carrying Value
 
Amortization
 
Carrying Value
 
 
 
(In thousands)
 
Indefinite life intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Trade names
 
Indefinite
 
$
21,195
 
$
-
 
$
21,195
 
Spectrum and licenses
 
Indefinite
 
 
14,030
 
 
-
 
 
14,030
 
Total
 
 
 
 
35,225
 
 
-
 
 
35,225
 
Definite life intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships - government
 
5 years
 
 
20,355
 
 
(13,230)
 
 
7,125
 
Customer relationships - commercial
 
5 years
 
 
33,052
 
 
(21,484)
 
 
11,568
 
Core developed technology
 
5 years
 
 
4,842
 
 
(3,147)
 
 
1,695
 
Intellectual property
 
16.5 years (1)
 
 
16,439
 
 
(2,258)
 
 
14,181
 
Software
 
5 years
 
 
2,025
 
 
(1,317)
 
 
708
 
Total
 
 
 
 
76,713
 
 
(41,436)
 
 
35,277
 
Total intangible assets
 
 
 
$
111,938
 
$
(41,436)
 
$
70,502
 
 
 
  (1)
 
Intellectual property is allocated over the estimated useful life of the existing satellite systems and Iridium NEXT, which averages to 16.5 years.
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]
Future amortization expense with respect to intangible assets existing at December 31, 2013, by year and in the aggregate, is as follows:
 
Year ending December 31,
 
Amount
 
 
 
(In thousands)
 
2014
 
$
10,036
 
2015
 
 
995
 
2016
 
 
995
 
2017
 
 
995
 
2018
 
 
995
 
Thereafter
 
 
8,211
 
Total estimated future amortization expense
 
$
22,227
 
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Cash and Cash Equivalents and Marketable Securities (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Cash and cash equivalents:        
Cash $ 86,074 $ 166,326    
Total Cash and cash equivalents 186,342 254,418 136,366 119,932
Fair Value, Inputs, Level 1 [Member]
       
Cash and cash equivalents:        
Money market funds 88,769 88,092    
Fair Value, Inputs, Level 2 [Member]
       
Cash and cash equivalents:        
Commercial paper $ 11,499 $ 0    
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Net Income Per Share
12 Months Ended
Dec. 31, 2013
Earnings Per Share [Abstract]  
Earnings Per Share [Text Block]
14. Net Income Per Share
 
The computations of basic and diluted net income per share are set forth below:
 
 
 
Year Ended December 31,
 
 
 
2013
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except per share data)
 
Numerator:
 
 
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
 
$
55,517
 
$
62,939
 
$
41,035
 
Net income allocated to participating securities
 
 
(46)
 
 
(54)
 
 
(29)
 
Numerator for basic net income per share
 
 
55,471
 
 
62,885
 
 
41,006
 
Dividends on Series A Preferred Stock
 
 
7,000
 
 
1,692
 
 
-
 
Numerator for diluted net income per share
 
$
62,471
 
$
64,577
 
$
41,006
 
 
 
 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
 
 
 
Denominator for basic net income per share -
     weighted average outstanding common shares
 
 
76,909
 
 
74,239
 
 
72,164
 
Dilutive effect of warrants
 
 
-
 
 
1,272
 
 
1,395
 
Dilutive effect of stock options
 
 
-
 
 
6
 
 
-
 
Dilutive effect of Series A Preferred Stock
 
 
10,602
 
 
2,665
 
 
-
 
Denominator for diluted net income per share
 
 
87,511
 
 
78,182
 
 
73,559
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share - basic
 
$
0.72
 
$
0.85
 
$
0.57
 
Net income per share - diluted
 
$
0.71
 
$
0.83
 
$
0.56
 
 
For the year ended December 31, 2013, warrants to purchase 0.4 million shares of common stock and options to purchase 5.2 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive. Additionally, for the year ended December 31, 2013, 0.9 million unvested RSUs were excluded from the computation of basic and diluted net income per share. After December 31, 2013, the Company granted approximately 0.4 million stock options and 0.2 million RSUs to employees and members of the Company’s board of directors. These grants could have dilutive effects on net income per share in future periods.
 
For the year ended December 31, 2012, warrants to purchase 0.3 million shares of common stock, options to purchase 4.3 million shares of common stock and 0.5 million unvested RSUs were not included in the computation of diluted net income per share as the effect would be anti-dilutive.
 
For the year ended   December 31, 2011, warrants to purchase 5.8 million shares of common stock and options to purchase 4.6 million shares of common stock were not included in the computation of diluted net income per share as the effect would be anti-dilutive.