SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

~~August~~May 68, ~~2008~~2009

Inmarsat Holdings Limited

(Exact name of Registrant as specified in its charter)

Inmarsat Holdings Limited

(Translation of Registrant’s name into English)

England and Wales

(Jurisdiction of incorporation or organization)

99 City Road London EC1Y 1AX

London EC1Y 1AX

United Kingdom

(Address of principal executive office)

333-120876-01

Inmarsat Finance II plc

(Exact name of Registrant as specified in its charter)

Inmarsat Finance II plc

(Translation of Registrant’s name into English)

England and Wales

(Jurisdiction of incorporation or organization)

99 City Road London EC1Y 1AX

London EC1Y 1AX

United Kingdom

(Address of principal executive office)

333-120876

Indicate by check mark whether the Registrant files or will file annual reports under cover Form 20-F or Form 40-F.

20-F x 40-F ¨

Indicate by check mark whether the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1):-

Indicate by check mark whether the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7):-

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

INMARSAT HOLDINGS LIMITED

CONDENSED CONSOLIDATED FINANCIAL RESULTS

For the three ~~and six~~ months ended 3031 ~~June~~March ~~2008~~2009

(unaudited)

Forward-Looking Statements

This document contains forward-looking statements. These forward-looking statements include all matters that are not historical facts. Statements containing the words “believe”, “expect”, “intend”, “may”, “estimate” or, in each case, their negative and words of similar meaning are forward-looking.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that the Group’s actual financial condition, results of operations and cash flows, and the development of the industry in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this document. In addition, even if the Group’s financial condition, results of operations and cash flows, and the development of the industry in which we operate, are consistent with the forward-looking statements in this document, those results or developments may not be indicative of results or developments in subsequent periods. Important facts that could cause the Group’s actual results of operations, financial condition or cash flows, or the development of the industry in which we operate, to differ from current expectations include those risk factors disclosed in the Group’s Form 20-F Annual Report for Inmarsat Holdings Limited for the year ended 31 December ~~2007~~2008 as filed with the Securities and Exchange Commission (“SEC”) on 29 April ~~2008~~2009.

As a consequence, the Group’s future financial condition, results of operations and cash flows, as well as the development of the industry in which we operate, may differ from those expressed in any forward-looking statements made by us or on the Group’s behalf.

Non-GAAP Measures

We use a number of non-GAAP measures in addition to GAAP measures in order to provide readers with a better understanding of the underlying performance of our business, and to improve comparability of our results for the periods concerned. Where such non-GAAP measures are given, this is clearly indicated and the comparable GAAP measure is also given.

Net Borrowings

Net Borrowings is defined as total borrowings less cash at bank and in hand less short-term deposits with an original maturity of less than three months. We use Net Borrowings as a part of our internal debt analysis. We believe that Net Borrowings is a useful measure as it indicates the level of borrowings after taking account of the financial assets within our business that could be utilized to pay down the outstanding borrowings. In addition the Net Borrowings balance provides an indication of the Net Borrowings on which we are required to pay interest.

Free cash flow

We define free cash flow (“FCF”) as net cash generated from operating activities less capital expenditure, capitalized operating costs, net interest and cash tax payments. Other companies may define FCF differently and, as a result, our measure of FCF may not be directly comparable to the FCF of other companies.

FCF is a supplemental measure of our performance and liquidity under International Financial Reporting Standards (“IFRS”) that is not required by, or presented in accordance with IFRS. Furthermore, FCF is not a measurement of our performance or liquidity under IFRS and should not be considered as an alternative to net income and operating income as a measure of our performance and net cash generated from operating activities as a measure of our liquidity, or any other performance measures derived in accordance with IFRS.

We believe FCF is an important financial measure for use in evaluating our financial performance and liquidity, which measures our ability to generate additional cash from our business operations. We believe it is important to view FCF as a measure that provides supplemental information to our entire statement of cash flows.

EBITDA

We define EBITDA as profit before interest, taxation, depreciation and amortization. Other companies may define EBITDA differently and, as a result, our measure of EBITDA may not be directly comparable to the EBITDA of other companies.

EBITDA and the related ratios are supplemental measures of our performance and liquidity under IFRS that are not required by, or presented in accordance with IFRS. Furthermore, EBITDA is not a measurement of our financial performance under IFRS and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with IFRS.

We believe EBITDA among other measures facilitates operating performance comparisons from period to period and management decision making. It also facilitates operating performance comparisons from company to company. EBITDA eliminates potential differences caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation and amortization of tangible and intangible assets (affecting relative depreciation and amortization expense). We also present EBITDA because we believe it is frequently used by securities analysts, investors and other interested parties in evaluating similar issuers, the vast majority of which present EBITDA when reporting their results.

TABLE OF CONTENTS

		Page
Operating and Financial Review		1
Condensed Consolidated Income Statements for the three and six months ended 30 June 2008		8
Condensed Consolidated Income Statement for the three months ended 31 March 2009		10
Condensed Consolidated Statements of Recognized Income and Expense for the three and six months ended 30 June 2008		8
Condensed Consolidated Statement of Recognized Income and Expense for the three months ended 31 March 2009		10
Condensed Consolidated Balance Sheet as at 30 June 2008		9
Condensed Consolidated Balance Sheet as at 31 March 2009		11
Condensed Consolidated Cash Flow Statements for the three and six months ended 30 June 2008		10
Condensed Consolidated Cash Flow Statement for the three months ended 31 March 2009		12
Notes to the Condensed Consolidated Financial Statements		1113

Operating and Financial Review

The following is a discussion of the unaudited consolidated results of operations and financial condition of Inmarsat Holdings Limited (“the Company” or together with its subsidiaries, “the Group”) for the three ~~and six~~ months ended 3031 ~~June~~March ~~2008~~2009. You should read the following discussion together with the whole of this document including the historical consolidated ~~financial~~ financial results and the notes. The consolidated financial results were prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union ~~(“EU”)~~ and IFRS as issued by the International Accounting Standards Board ~~(“IASB”) and IFRIC interpretations issued and effective at the time of this report~~.

Overview

Inmarsat is the leading provider of global mobile satellite communications services, providing data and voice connectivity to end-users worldwide. Inmarsat has ~~nearly~~ 30 years of experience in designing, launching and operating its satellite-based network. With a fleet of ~~ten~~ eleven owned and operated geostationary satellites, the Group provides a comprehensive portfolio of global mobile satellite communications services for use on land, at sea and in the air. These include voice and broadband data services, which support safety communications, as well as standard office applications such as email, internet, secure VPN access and videoconferencing. The Group’s revenues, ~~operating profit and EBITDA~~ for the three months ended 3031 ~~June~~March ~~2008~~2009 were US$163.~~7m, US$71.2m~~4m ~~and~~(2008: US$~~114~~147.0m9m), ~~respectively~~operating ~~(30~~profit ~~June~~was ~~2007:~~ US$~~143~~70.~~4m,~~8m (2008: US$5961.8m) and EBITDA was US$~~101~~117.2m3m ~~respectively~~(2008: US$103.6m).

The results of the Group’s operations are reported in US dollars as the majority of revenues and borrowings are denominated in US dollars.

~~Launch~~Acquisition of ~~our~~Stratos ~~third~~Global ~~Inmarsat-4 Satellite~~Corporation

~~The~~On ~~launch~~15 April ~~of the~~2009, ~~third~~our ~~Inmarsat-4~~ultimate ~~satellite~~parent company, isInmarsat ~~expected~~plc, toannounced ~~take~~that ~~place~~a indirect ~~August~~wholly-owned ~~2008~~subsidiary, ~~using~~Inmarsat ~~the~~Finance ~~International~~III ~~Launch~~Limited ~~Services~~ (“~~ILS~~Finance III”), ~~Proton~~had ~~Breeze~~completed Mthe ~~commercial~~indirect ~~launch~~acquisition ~~vehicle.~~of ~~The~~Stratos ~~launch~~Global ~~vehicle~~Corporation is(“Stratos”) ~~currently~~by ~~undergoing~~exercising ~~routine~~its ~~testing~~option ~~prior~~ to ~~launch.~~ ~~This~~acquire ~~will be~~ the ~~first~~entire ~~ILS~~share ~~mission~~capital ~~since a Proton Breeze M rocket carrying the satellite~~ of ~~another~~CIP ~~operator~~UK ~~suffered~~Holdings anLimited ~~anomaly~~(“CIP ~~resulting~~UK”). inThe ~~the~~acquisition ~~failure~~was ofpreviously ~~that~~funded ~~mission~~ in ~~March~~December ~~2008.~~2007 ~~A Russian State Commission~~ and anno ~~ILS-led~~additional ~~independent~~financing ~~review panel~~was ~~have~~required ~~concluded~~to ~~their~~complete ~~inquiries~~the ~~into~~transaction ~~that~~in ~~incident and corrective actions have been completed~~April 2009. ~~The Proton Breeze M is now therefore ready to return to flight.~~

~~Global~~The ~~coverage~~result ~~for~~is ~~our~~that ~~BGAN,~~Stratos ~~SwiftBroadband~~became ~~and~~an ~~FleetBroadband~~indirect ~~services,~~wholly-owned ~~and~~subsidiary ~~the~~of ~~launch~~Inmarsat ofplc. ~~our~~Stratos’ ~~Global~~operations ~~Satellite~~will ~~Phone~~continue ~~Service~~to ~~will~~be ~~follow~~managed by the existing ~~successful~~Stratos ~~deployment~~management ofteam, ~~the~~reporting ~~third~~directly to Inmarsat-4 ~~satellite~~plc at a corporate level. Inmarsat has implemented a channel management policy with the intent of promoting fair competition between its direct and ~~related network~~indirect ~~infrastructure~~distribution channel. Inmarsat remains committed to a primarily indirect distribution model through our existing channels to market.

~~Harbinger~~As ~~Capital~~Stratos ~~Partners~~is ~~(“Harbinger”)~~a subsidiary of our parent company, we do not recognise or consolidate the results of Stratos with the results of the Group.

OnNew ~~7 July~~distribution ~~2008,~~agreements ~~Inmarsat plc, our parent~~ company, announced a very preliminary approach made on behalf of funds managed by Harbinger regarding a possible offer to acquire the Inmarsat group. On 21 July, Inmarsat plc announced that discussions with Harbinger had ended and that no offer had been received. On 25 July, Harbinger and SkyTerra Communications, Inc. (“SkyTerra”) made announcements regarding, among other things, their current intention to make an offer to acquire the Inmarsat group on terms to be announced following a satisfactory outcome of a regulatory approvals process. On the same day, Inmarsat plc responded to the Harbinger and SkyTerra announcements with the following statement:

~~“Inmarsat~~On ~~notes~~15 April ~~this~~2009, ~~morning’s~~we commenced ~~announcement~~trading byunder ~~Harbinger~~our new distribution agreements which were entered into with all of our major distribution partners. These agreements cover our existing services distributed through our network of Land Earth Station Operators, our broadband and ~~SkyTerra~~SPS ~~regarding~~family ~~their~~of ~~current~~services ~~intention~~as towell ~~make~~as anfuture ~~offer~~services ~~for~~that Inmarsat ~~following~~may ~~the~~elect ~~satisfactory~~to ~~outcome~~offer ofvia aits ~~regulatory~~network ~~review~~to distribution partners.

~~The~~Whilst there ~~Board~~are ~~remains~~similarities ~~highly~~between ~~confident in Inmarsat’s standalone prospects. However,~~ the ~~Board~~new ~~intends~~distribution toagreements ~~maintain a constructive relationship with Harbinger~~ and ~~SkyTerra~~ ~~throughout~~ the ~~regulatory~~old ~~review~~distribution ~~process~~agreements, ~~and~~there ~~will~~are ~~consider~~also ~~carefully~~substantial ~~any~~differences ~~future~~including ~~offer~~among ~~that~~others: ~~may maximise value for Inmarsat’s shareholders as a whole.”~~

•

greater flexibility to amend pricing and other contractual terms after an appropriate notice period;

•

reduced volume discounts over time;

•

no restrictions on our ability to appoint new distribution partners;

•

the ability for Inmarsat to own and operate Land Earth Stations for our existing and evolved services;

•

the ability to contract directly with end-users; and

~~Dividends~~• shorter payment terms over time.

~~A final dividend of US$104.1m for the 2007~~Skywave ~~financial~~Mobile ~~year~~Communications ~~as recommended by the Directors was approved and paid to Inmarsat plc (the ultimate parent company) on 21 May 2008.~~

~~The~~On 1 April ~~Board~~2009, ~~intends to declare and pay an interim dividend of US$55.6m to~~ Inmarsat plc onannounced ~~24 October~~a ~~2008.~~strategic ~~This~~investment, ~~dividend~~long-term ~~has~~global ~~not~~distribution ~~been~~agreement ~~recognised~~and asnew aproduct ~~liability~~development asagreement atwith ~~30 June~~SkyWave ~~2008~~Mobile Communications (“Skywave”). ~~Inmarsat~~The ~~plc’s~~investment ~~dividend~~in ~~payments~~Skywave will be ~~made~~held inindirectly ~~Pounds~~by ~~Sterling~~Inmarsat ~~based~~plc, onthrough ~~the~~its ~~exchange~~wholly-owned ~~rate~~subsidiary, ~~prevailing~~Finance ~~in the London market four business days prior to payment~~III.

~~Revenues~~Through the investment, SkyWave will acquire satellite low data rate (“SLDR”) assets belonging to the GlobalWave business from its parent company, Transcore, a US-based logistics operator for the transportation industry. SkyWave will also enter into a sales distribution relationship with TransCore targeting customers in the North American trucking and rail segments. SkyWave’s acquisition of the GlobalWave assets is subject to certain regulatory approvals which are expected to be granted by mid 2009.

~~Revenues~~Under ~~for~~the agreement, Inmarsat plc will, subject to SkyWave’s acquisition of the ~~three~~GlobalWave ~~months~~assets, ~~ended~~acquire ~~30 June~~a stake of approximately 19% in the ~~2008~~privately ~~were~~held ~~US$163.7m,~~SkyWave anfor ~~increase~~a total consideration of US$2021.3m. In addition, orInmarsat ~~14.2%~~Global Limited, ~~compared~~a ~~with~~subsidiary of the ~~three~~Company, ~~months~~and ~~ended~~SkyWave ~~30 June~~will ~~2007.~~enter ~~The~~into ~~table~~a ~~below~~distribution ~~sets~~agreement ~~out~~for the ~~components~~global supply of ~~the~~satellite ~~Group’s~~capacity ~~total~~to ~~revenue~~SkyWave. The agreements also provide for ~~each~~a offully ~~the~~funded ~~periods~~development ~~under~~programme ~~review:~~by SkyWave for new products and services designed to work over the Inmarsat system.

	Three months ended30 June		Increase/(decrease)		Six months ended30 June		Increase/(decrease)
	2008	2007			2008	2007
	(US$ in millions)		%		(US$ in millions)		%
Revenues
Maritime sector:
Voice services	26.3	26.2	0.4	%	52.7	52.5	0.4	%
Data services	57.5	54.0	6.5	%	115.3	105.8	9.0	%
Total maritime sector	83.8	80.2	4.5	%	168.0	158.3	6.1	%
Land mobile sector:
Voice services	3.1	3.9	(20.5	%)	5.9	7.8	(24.4	%)
Data services	35.3	29.4	20.1	%	63.7	57.8	10.2	%
Total land mobile sector	38.4	33.3	15.3	%	69.6	65.6	6.1	%
Aeronautical sector	15.6	10.7	45.8	%	28.3	20.8	36.1	%
Leasing	20.8	17.1	21.6	%	37.9	34.6	9.5	%
Total mobile satellite communications services	158.6	141.3	12.2	%	303.8	279.3	8.8	%
Other income	5.1	2.1	142.9	%	7.8	4.9	59.2	%
Total revenue	163.7	143.4	14.2	%	311.6	284.2	9.6	%

BGAN X-Stream

~~During~~On ~~the~~20 April ~~three~~2009, ~~months~~we ~~ended~~launched ~~30 June~~our ~~2008,~~BGAN ~~revenues~~X-Stream ~~from~~service ~~mobile~~to ~~satellite~~users ~~communications services~~in ~~(“MSS”)~~the ~~were~~coverage ~~US$158~~area of our Inmarsat-4 EMEA satellite.~~6m,~~ anThis new BGAN service offers customers a minimum 50% increase ofon ~~US$17~~the previous highest bit-rate streaming capabilities.3m BGAN X-Stream guarantees streaming data rates from a minimum of 384kbps, orand ~~12.2%~~up to 450kbps in certain circumstances, ~~compared~~and is fully compatible with ~~the~~existing ~~three~~class ~~months~~1 ~~ended~~BGAN 30terminals. ~~June~~BGAN X-Stream ~~2007.~~is ~~Growth~~designed ~~has~~to ~~been~~meet ~~strongest~~the requirements inof ~~the~~a ~~newer~~wide ~~services~~base ~~such~~of ascustomers ~~Fleet,~~and ~~BGAN~~is expected to appeal particularly to media and ~~Swift~~government 64users. We asexpect ~~well~~to asmake inBGAN ~~our~~X-Stream ~~leasing business~~available globally later in 2009.

Total active terminal numbers as at 30 June 2008 were 235,400, an increase of 3,600, or 1.6%, compared with 30 June 2007. There was growth in both the maritime and aeronautical sectors, partially offset by a reduction in the land mobile sector. Maritime active terminals were up 2.8% period over period, which included 37.1% growth in our base of active Fleet and FleetBroadband terminals. This was partially offset by the discontinuation of the Inmarsat-A ~~service~~Satellite asConstellation at 31 December 2007 (there were 4,014 and 3,347 active Inmarsat-A terminals at 30 June 2007 and 31 December 2007 respectively). In the aeronautical sector, we have seen continued growth in Swift 64 (high-speed data) and ‘Classic’ aero (low-speed data) services with increased active terminal numbers. In the land mobile sector, the decrease in active terminals is primarily due to a decrease in active Mini M terminals, partially offset by growth in the number of BGAN users. The table below sets out the active terminals by sector:

	As at 30 June
(000’s)	2008	2007
Active terminals(1)
Maritime	148.2	144.2
Land mobile	77.6	79.3
Aeronautical	9.6	8.3
Total active terminals	235.4	231.8

On 7 January 2009, the third Inmarsat-4 satellite began commercial service with the transfer of all BGAN, FleetBroadband and SwiftBroadband traffic from another Inmarsat-4 satellite. In addition, the repositioning of our satellites has now been completed, giving us full global coverage for our broadband services – BGAN, FleetBroadband and SwiftBroadband – at the same time as optimising data connectivity across our worldwide network.

~~(1)~~Global ~~Active~~Satellite ~~terminals~~Phone ~~are~~Service the number of subscribers or terminals that have been used to access commercial services (except ACeS handheld terminals) at any time during the preceding twelve-month period and registered at 30 June. Active ACeS handheld terminals are the average number of terminals active on a daily basis during the period.

In January 2009, Inmarsat and EMS Technologies Canada Limited mutually agreed to terminate a development contract for our Global Satellite Phone Service (“GSPS”). Inmarsat remains fully committed to launching a global handheld satellite phone service and has appointed Sasken Communications Technologies Limited to lead the programme, as well as making a number of decisions to increase the development effort and ensure that a compelling service offering is available at the earliest opportunity. As a result of this re-organisation of the development effort, Inmarsat believes the introduction of the GSPS will be in the second quarter of 2010. It is not expected that this change will lead to any material increase in the overall cost of the programme.

New Chief Operating Officer

On 1 January 2009, Perry Melton assumed the responsibilities of Chief Operating Officer. Mr Melton took over from Michael Butler, who served as President and an executive director of Inmarsat plc until 30 April 2009. Mr Melton has been with Inmarsat for over 16 years, with his most recent role as Vice President of Sales and Marketing. Mr Melton has experience across many different operating areas of the business.

~~Maritime~~Final ~~Sector:~~dividends During the three months ended 30 June 2008, revenues from the maritime sector were US$83.8m, an increase of US$3.6m, or 4.5%, compared with the three months ended 30 June 2007. This reflects an increase in data revenue with voice broadly in line with the three months ended 30 June 2007.

~~Revenues~~A ~~from~~final ~~data~~dividend ~~services~~ in ~~the~~respect ~~maritime~~of ~~sector during the three months ended 30 June~~ 2008 ~~were US$57.5m, an increase~~ of US$386.5m~~, or 6.5%,~~ ~~compared~~was ~~with~~approved by the ~~three~~directors ~~months~~on ~~ended 30~~24 ~~June~~April ~~2007.~~2009 ~~The~~to ~~increase~~be inpaid ~~revenues~~to ~~from~~Inmarsat ~~data~~plc ~~services primarily reflects greater demand, as a result of~~ (the ~~take-up~~ultimate ~~and~~parent ~~utilisation~~company). ~~of our Fleet services, which was partially offset by the decline in our mature~~ Inmarsat-B ~~service.~~plc ~~Incremental~~intends ~~demand~~to ~~for~~use ~~Fleet terminals has also been driven by continued growth in~~ the ~~global~~proceeds ~~shipping new-build market. Additionally, we experienced increased volume~~ of the ~~low-speed~~dividend ~~data~~principally ~~services,~~to ~~typically~~fund ~~used~~a ~~for email.~~previously ~~FleetBroadband,~~announced ~~introduced~~dividend ~~in November 2007, continues~~ to ~~gain~~holders ~~early~~of ~~customer~~its ~~acceptance~~ordinary shares.

Revenues from voice services in the maritime sector during the three months ended 30 June 2008 were US$26.3m, broadly in line with the three months ended 30 June 2007, reflecting increasing signs of stabilisation in this sector. The period has shown growth in demand for voice services particularly among users of our Fleet services.

~~Land~~Revenues ~~Mobile Sector:~~for In the three months ended 3031 ~~June~~March ~~2008,~~2009 ~~revenues from the land mobile sector~~ were US$38163.4m, an increase of US$515.1m5m, or 1510.35%, compared with the three months ended 30 31 ~~June~~March ~~2007~~2008. WeThe ~~experienced~~table ~~increased~~below ~~usage~~sets ofout ~~our services in~~ the ~~area~~components of ~~China, and to lesser extent, Burma, as a result of recent natural disasters in these countries. Inmarsat contributed to~~ the ~~rescue~~Group’s ~~and~~total ~~coordination~~revenues ~~efforts~~for ineach ~~the aftermath~~ of the ~~earthquake~~periods inunder ~~China~~review: by increasing beam capacity in the effected areas ensuring maximum connectivity and continued its involvement with Telecoms Sans Frontieres which is celebrating its 10th year of global operation. We have estimated that additional usage of our services in response to these events was US$0.7m, predominantly from voice and data use of our BGAN service.

Revenues from data services in the land mobile sector during the three months ended 30 June 2008 were US$35.3m, an increase of US$5.9m, or 20.1%, compared with the three months ended 30 June 2007. The increase is a result of continued strong growth and usage of BGAN, offset in part by the decline in GAN high-speed data traffic following reduced traffic levels in the Middle East and competition from VSAT. Revenues from our R-BGAN service, which is due to be discontinued at 31 December 2008, were lower compared with the same period in the previous year, largely due to the expected migration to our BGAN service.


	Three months ended 31 March		Increase/ (decrease)
	2009	2008	Increase/ (decrease)
	(US$ in millions)		%
Revenues
Maritime sector:
Voice services	26.2	26.4	(0.8	%)
Data services	59.9	57.8	3.6	%

Total maritime sector	86.1	84.2	2.3	%
Land mobile sector:
Voice services	2.4	2.8	(14.3	%)
Data services	32.1	28.4	13.0	%

Total land mobile sector	34.5	31.2	10.6	%
Aeronautical sector	16.8	12.7	32.3	%
Leasing	23.9	17.1	39.8	%

Total mobile satellite communications services	161.3	145.2	11.1	%

Other income	2.1	2.7	(22.2	%)

Total revenue	163.4	147.9	10.5	%

~~Revenues~~During ~~from BGAN services for~~ the three months ended 3031 ~~June~~March ~~2008~~2009, revenues from mobile satellite communications services (“MSS”) were US$19161.6m3m, an increase of US$1116.6m1m, or ~~145~~11.1%, compared with the three months ended 3031 ~~June~~March ~~2007. These figures include voice, data and subscription revenues. As at 30 June~~ 2008~~, active BGAN subscribers were 21,909 compared with 11,782 as at 30 June 2007, an increase of 86% period on period~~. ~~BGAN~~Growth ~~growth~~ has been driven ~~largely~~ by ~~new~~services ~~customers,~~such ~~the~~as ~~use~~BGAN, ofSwift 64, ~~new~~Fleet ~~applications by existing customers~~ and ~~the~~FleetBroadband, ~~steady~~as ~~migration~~well ofas ~~customers~~ from ~~our GAN and R-BGAN services to our BGAN service. Although we expect~~ the ~~migration to BGAN to have a greater impact~~ inleasing ~~the future, we do not expect migration to adversely impact overall land mobile data revenues~~sector.

~~Revenues~~Total ~~from~~active ~~voice~~terminal ~~services~~numbers as at 31 March 2009 were 248,000, an increase of 18,100, or 7.9% compared with 31 March 2008. There was growth in both the maritime and aeronautical sectors, while the land mobile sector ~~during~~was in line with the ~~three~~previous ~~months~~period. ~~ended~~Maritime ~~30 June~~active ~~2008~~terminals were ~~US$3~~up 11.1m5% period over period, awhich ~~decrease~~included 34% growth in our base of ~~US$0.8m,~~active orFleet 20and FleetBroadband terminals.5% The increase in number of maritime active terminals continues to also be driven by sales of Inmarsat-C terminals, ~~compared~~which ~~with~~are ~~the~~often ~~three~~installed ~~months~~for ~~ended~~regulatory ~~30 June~~compliance ~~2007.~~reasons, ~~This~~but ~~result~~generate ~~continues~~low levels of traffic and revenue. In the ~~trend~~land ~~seen~~mobile ~~over~~sector, the ~~last~~number ~~few~~of ~~years~~active terminals reflects increased numbers of ~~declining~~BGAN ~~voice traffic~~subscribers, ~~volumes~~partially ~~resulting~~offset ~~from~~by ~~competition~~reductions in older services, ~~principally~~including ~~for~~GAN ~~our~~and Mini M, ~~and~~plus ~~large~~the ~~antenna~~discontinuation ~~Mini~~of Mthe ~~services~~R-BGAN service as at 31 December 2008 (there were 6,500 ~~from~~active ~~other~~R BGAN ~~MSS~~terminals ~~operators~~at 31 March 2008 and nil at 31 March 2009). ~~This~~In ~~decline~~the ~~was~~aeronautical ~~partially~~sector, ~~offset~~we byhave seen continued growth in ~~voice~~Swift ~~traffic~~64 ~~from~~(high-speed ~~BGAN~~data) ~~customers~~ and ~~some~~‘Classic’ ~~contribution~~aero (low-speed ~~from~~data) ~~our IsatPhone~~with ~~service~~increased active terminal numbers.

Aeronautical Sector: During the three months ended 30 June 2008, revenues from the aeronautical sector were US$15.6m, an increase of US$4.9m, or 45.8%, compared with the three months ended 30 June 2007. The increase is primarily due to increased demand for our Swift 64 high-speed data service, which targets the government aircraft and business jet markets as well as being used by commercial airlines. In addition revenues for low-speed data services benefited from increased industry demand.

Leasing: During the three months ended 30 June 2008, revenues from leasing were US$20.8m, an increase of US$3.7m, or 21.6%, compared with the three months ended 30 June 2007. The increase relates primarily to new maritime, land mobile and aeronautical lease contracts which were signed towards the end of the first quarter, partially offset by lower navigation revenue. As a result of the recent growth in our leasing business, we now expect to report solid growth in leasing revenue for the full year.

~~Other income: Other income for the three months ended 30 June 2008 was US$5.1m, an increase of US$3.0m or 143%, compared with the three months ended 30 June 2007.~~ The ~~increase~~table inbelow ~~other~~sets ~~income~~out ~~primarily relates to additional revenue from sales of SPS end-user terminals. As well as~~ the ~~sale~~active ~~of SPS end-user~~ terminals, ~~other income~~by ~~consists~~sector: ~~primarily of provision of in-orbit support services, income from the provision of conference facilities and renting surplus office space.~~

Seasonality – Impact of volume discounts: Revenues are impacted by volume discounts which increase over the course of the year, with lower discount levels in early quarters and higher discounts in later quarters, as our distribution partners meet specific volume thresholds. The effect of these volume discounts will be most prominent in the third and fourth quarters. During the three months ended 30 June 2008, volume discounts were US$12.4m, an increase of US$4.1m, or 49.4%, compared with the three months ended 30 June 2007. The total amount of volume discounts is affected by the growth in underlying revenue and by the consolidation of distribution partners. Vizada Satellite Communications and Telenor Satellite Services completed a merger in September 2007, which is resulting in additional volume discounts in 2008 compared to 2007.


	As at 31 March		Increase/ (decrease)
(000’s)	2009	2008	%
Active terminals⁽¹⁾
Maritime	162.0	145.3	11.5	%
Land mobile	75.7	75.4	0.4	%
Aeronautical	10.3	9.2	12.0	%

Total active terminals	248.0	229.9	7.9	%

(1)

Active terminals are the number of subscribers or terminals that have been used to access commercial services (except ACeS handheld terminals) at any time during the preceding twelve-month period and registered at 31 March. Active ACeS handheld terminals are the average number of terminals active on a daily basis during the period.

Total active terminals, excluding the discontinued R-BGAN service, for three months to 31 March 2008, were 223,400. Total active terminals for the three months to 31 March 2009 were 248,000, an increase of 24,600 or 11.0%, compared with 31 March 2008 (excluding R-BGAN terminals).

Seasonality – Impact of volume discounts. The terms of the Volume Discount Scheme (“VDS”) changed following the signing of the new distribution agreements by our distribution partners. With effect from 1 May 2009 (when the pricing under the new distribution agreements took effect), the VDS was changed, resulting in the seasonal impact being removed. Historically, volume discounts under the old VDS increased over the course of the year, with lower discount levels in early quarters and higher discount levels in later quarters, as our distribution partners met specific thresholds. Volume discounts for the period 1 January 2009 to 30 April 2009 were based on the old VDS, condensed from a twelve month period into a four month period.

During the three months ended 31 March 2009, volume discounts were US$14.3m, an increase of US$5.0m, or 54%, compared with the three months ended 31 March 2008. The shortened nature of the VDS in relation to the old distribution agreements resulted in higher discounts being recorded in the three months ended 31 March 2009 compared to 31 March 2008. Furthermore, volume discounts have been impacted by growth in underlying revenue. However, for 2009 as a whole, we expect total volume discounts to be lower than the total recorded for 2008.

Maritime Sector. During the three months ended 31 March 2009, revenues from the maritime sector were US$86.1m, an increase of US$1.9m, or 2.3%, compared with the three months ended 31 March 2008. Adjusted for the impact of volume discounts, the underlying growth in the maritime sector during the three months ended 31 March 2009 compared to the three months ended 31 March 2008 was 7.7%.

Revenues from data services in the maritime sector during the three months ended 31 March 2009 were US$59.9m, an increase of US$2.1m, or 3.6%, compared with the three months ended 31 March 2008. The increase in revenues from data services reflects greater demand, primarily as a result of the continued take-up and strong usage of our Fleet and FleetBroadband services, which was partially offset by the decline in our mature Inmarsat-B service. Inmarsat-B terminal numbers continue to decline due to old ships being decommissioned and new ships being fitted with Fleet and FleetBroadband terminals. In addition, revenues from data services during the three months ended 31 March 2009 were negatively impacted by volume discount of US$6.3m compared to volume discounts of US$3.5m in the three months ended 31 March 2008.

Revenues from voice services in the maritime sector during the three months ended 31 March 2009 were US$26.2m, a decrease of US$0.2m, or 0.8% compared with the three months ended 31 March 2008. The decrease can be attributed to volume discounts recognized in the three months ended 31 March 2009 of US$3.8m compared to US$1.6m recognized during the three months ended 31 March 2008. In addition we experienced decline in our Mini M service due to competition, as well as decline in our mature Inmarsat-B service. This decrease was partially offset by growth in demand for voice services among users of our Fleet services.

Land Mobile Sector. During the three months ended 31 March 2009, revenues from the land mobile sector were US$34.5m, an increase of US$3.3m, or 10.6%, compared with the three months ended 31 March 2008. During the three months ended 31 March 2009, land revenues were impacted by short periods of reduced service due to the repositioning of a number of our satellites which was completed during the quarter.

Revenues from data services in the land mobile sector during the three months ended 31 March 2009 were US$32.1m, an increase of US$3.7m, or 13.0%, compared with the three months ended 31 March 2008. The increase is a result of continued strong growth and usage of BGAN, partially offset by the decline in GAN high-speed data traffic following reduced traffic levels in the Middle East and competition from VSAT.

Revenues from BGAN services for the three months ended 31 March 2009 were US$21.5m, an increase of US$7.7m, or 56%, compared with the three months ended 31 March 2008. These figures include voice, data and subscription revenues. As at 31 March 2009, active BGAN subscribers were 29,800 compared with 18,500 as at 31 March 2008, an increase of 61% period on period. BGAN growth has been driven largely by new customers, the use of new applications by existing customers and migration of customers from our terminated R-BGAN service, as well as migration of customers from our GAN service. Revenues from voice services in the land mobile sector during the three months ended 31 March 2009 were US$2.4m, a decrease of US$0.4m, or 14.3%, compared with the three months ended 31 March 2008. This continues the trend experienced over the last few years of declining traffic volumes resulting from competition, principally for our Mini M and large antenna Mini M services, from other MSS operators.

Aeronautical Sector. During the three months ended 31 March 2009, revenues from the aeronautical sector were US$16.8m, an increase of US$4.1m, or 32%, compared with the three months ended 31 March 2008. The increase is a result of continued demand for our Swift 64 high-speed data service which experienced a 27% increase in active terminals compared to Q1 2008. Our Swift 64 service targets the government aircraft and business jet markets as well as being used by commercial airlines. In addition revenues for low-speed data services benefited from increased industry demand.

Leasing. During the three months ended 31 March 2009, revenues from leasing were US$23.9m, an increase of US$6.8m, or 40%, compared with the three months ended 31 March 2008. The increase is a result of additional government contracts in maritime and land mobile sectors, the expansion of a Swift 64 lease in the aeronautical sector and an increase in the terminal base of our existing SPS lease.

Other income. Other income was US$2.1m for the three months ended 31 March 2009, a decrease of US$0.6m, or 22%, compared with the three months ended 31 March 2008. Other income consists primarily of income from the provision of conference facilities, renting surplus office space, fees for in-orbit support services and revenue from sales of SPS end-user terminals.

Net operating costs

Net operating costs in the three months ended 30 31 ~~June~~March ~~2008~~2009 were US$4946.7m1m, ancompared ~~increase~~to of US$744.~~5m,~~3m orin ~~17.8%, compared with~~ the three months ended 3031 ~~June~~March ~~2007~~2008. The table below sets out the components of the Group’s net operating costs for each of the periods under review:

	Three months ended30 June				Six months ended30 June
	Three months ended 31 March
(US$ in millions)	~~2008~~2009		~~2007~~2008		~~2008~~		~~2007~~
Employee benefit costs	(25.94	)	23(25.48	)	~~51.7~~		~~46.1~~
Network and satellite operations costs	(9.98	)	(8.49	)	~~18.8~~		~~16.8~~
Other operating costs	19(16.91	)	(14.48	)	~~34.7~~		~~28.5~~
Work performed by the Group and capitalized	(65.02	)	(45.02	)	~~(11.2~~	)	~~(8.0~~	)
Total net operating costs	49(46.71	)	42(44.23	)	~~94.0~~		~~83.4~~

Impact of hedged foreign exchange rate

The functional currency of the Group is US ~~dollars~~Dollars. Approximately 60% of the Group’s ~~operating~~ costs are denominated in Pounds Sterling. Net operating costs in the ~~second~~first quarter of ~~2008~~2009 have been affected by ~~the~~a ~~adverse~~favorable movement in the Group’s hedged rate of exchange from US$12.8101/£1.00 in ~~2007~~2008 to US$21.0192/£1.00 in ~~2008~~2009. The movement in the hedged rate of exchange in the quarter has resulted in ana ~~increase~~decrease in comparative costs of US$21.~~6m in the quarter~~3m.

Employee benefit costs

Employee benefit costs during the three months ended 3031 ~~June~~March ~~2008~~2009 were US$25.9m4m, ana ~~increase~~decrease of US$20.5m4m, or 101.76%, compared with the three months ended 3031 ~~June~~March ~~2007~~2008. The ~~increase~~decrease can primarily be attributed to ana ~~adverse~~favorable movement in the Group’s hedged rate of exchange, ~~higher~~which ~~salary~~was ~~costs,~~partly ~~increased~~offset ~~stock~~by ~~option~~additional staff costs due to ~~new~~an ~~share~~increase ~~awards which commenced~~ in ~~September~~total ~~2007 and March 2008 and additional headcount in both London and Batam (our operation in Indonesia). Total~~ full-time equivalent headcount (482 at 3031 ~~June~~March 2009 ~~2008~~compared ~~was~~to 469 ~~compared~~at to31 March ~~448~~2008) and asmid-year atpay ~~30 June~~rises ~~2007~~in 2008.

Network and satellite operations costs

Network and satellite operations costs during the three months ended 3031 ~~June~~March ~~2008~~2009 were US$9.9m8m, an increase of US$10.5m9m, or 1710.91%, compared with the three months ended 3031 ~~June~~March ~~2007~~2008. The increase is ~~primarily~~predominantly due to new service contract costs relating to our Satellite Access Station in Hawaii and additional support and maintenance contracts, in respect of network infrastructure~~, period on period~~.

Other operating costs

Other operating costs during the three months ended 3031 ~~June~~March ~~2008~~2009 were US$1916.9m1m, an increase of US$51.5m3m, or 388.28%, compared with the three months ended 3031 ~~June~~March ~~2007~~2008. The increase primarily relates to ~~the~~an ~~movement~~adjustment into the ~~Group’s~~carrying ~~hedged~~value ~~rate~~ of ~~exchange,~~our ~~higher direct cost of sales due to increased~~ SPS ~~terminal~~fleet ~~sales~~phone ~~and some increased costs in relation to sales and marketing activities~~inventory.

Work performed by the Group and capitalized

Own work capitalized during the three months ended 3031 ~~June~~March ~~2008~~2009 was US$65.0m2m, anin ~~increase~~line ~~of US$2.0m, or 50%, compared~~ with the three months ended 3031 ~~June~~March ~~2007~~2008. ~~The~~Own ~~increase can be attributed, in part, to the movement in the Group’s hedged rate of exchange. The nature of own~~ work capitalized reflects the shift of work from our BGAN and Inmarsat-4 programmes to the development of the ~~Global Satellite Phone Service (“~~GSPS”) network and terminals and the Alphasat satellite project. ~~With~~ ~~the launch of the third Inmarsat-4 satellite scheduled for August 2008, we are continuing to capitalize costs in relation to the launch.~~

EBITDA

As a result of the factors discussed above, EBITDA for the three months ended 3031 ~~June~~March ~~2008~~2009 was US$~~114~~117.0m3m, an increase of US$1213.8m7m, or 1213.62%, compared with the three months ended 3031 ~~June 2007~~March 2008. EBITDA margin has ~~decreased~~increased tofrom 6970.60% for the three months ended 30 31 ~~June~~March 2008 ~~compared~~ to 7071.68% for the three months ended 3031 ~~June~~March ~~2007~~2009, primarily as a result of ~~the~~increased ~~adverse~~revenues and a favorable movement in the Group’s hedged rate of exchange. Set forth below is a reconciliation of profit for the period to EBITDA for each of the periods indicated:

Set forth below is a reconciliation of profit for the period to EBITDA for each of the periods indicated:


	Three months ended 31 March
(US$ in millions)	2009		2008
Profit for the period	39.1		28.9
Add back:
Income tax expense	11.2		12.0
Net interest payable	20.5		20.9
Depreciation and amortization	46.5		41.8

EBITDA	117.3		103.6

EBITDA margin	71.8	%	70.0	%

	Three months ended30 June				Six months ended30 June
(US$ in millions)	2008		2007		2008		2007
Profit for the period	36.6		37.0		65.5		63.6
Add back:
Income tax expense	14.9		2.6		26.9		14.3
Net interest payable	19.7		20.2		40.6		40.2
Depreciation and amortization	42.8		41.4		84.6		82.7
EBITDA	114.0		101.2		217.6		200.8
EBITDA margin	69.6	%	70.6	%	69.8	%	70.7	%

Depreciation and amortization

During the three months ended 3031 ~~June~~March ~~2008~~2009, depreciation and amortization was US$4246.8m5m, an increase of US$14.4m7m, or 311.42%, compared with the three months ended 3031 ~~June~~March ~~2007~~2008. The increase ~~relates~~is due to ~~higher~~ depreciation on ~~our~~the ~~BGAN~~third ~~and~~Inmarsat-4 ~~SPS assets~~satellite, ~~partially~~following ~~offset by~~ the ~~absence~~commencement of commercial ~~depreciation~~service onin ~~the~~January ~~Inmarsat-2 satellites which are now fully depreciated~~2009.

Operating profit

As a result of the factors discussed above, operating profit during the three months ended 3031 ~~June~~March ~~2008~~2009 was US$7170.2m8m, an increase of US$119.4m0m, or 1914.16%, compared with the three months ended 3031 ~~June~~March ~~2007~~2008.

5Interest

~~Table~~Net interest payable for the three months ended 31 March 2009 was US$20.5m, a decrease of ~~Contents~~US$0.4m compared with the three months ended 31 March 2008.

~~Net~~Interest payable for the three months ended 31 March 2009 was US$21.3m, a decrease of US$0.1m compared with the three months ended 31 March 2008. The decrease is attributable to lower interest payable following the purchase of US$55.1m of our Senior Notes in March 2008, as well as lower interest payable on the floating portion of our Senior Credit Facility as a result of a reduction in interest rates. In addition, interest payable in the three months ended 31 March 2009 reflects a credit of US$0.7m, following the introduction of IAS 23 (as revised), ‘Borrowing Costs’. Borrowing costs attributable to the construction of assets which take a substantial period of time to get ready for intended use (“qualifying assets”) will be capitalized and added to the cost of those assets. Prior to 1 January 2008 borrowing costs for the construction of assets were not capitalized. Offsetting these decreases has been an increase in interest charged on the Senior Discount Notes, following the Senior Discount Notes reaching their fully accreted amount in November 2008 and an increase in interest incurred on interest rate swaps in place during the three months ended 31 March 2009.

~~Net~~Interest ~~interest~~receivable ~~payable~~ for the three months ended 3031 ~~June~~March ~~2008~~2009 was US$190.7m8m, aan ~~decrease~~increase of US$0.5m3m, or 60%, compared with the three months ended 3031 ~~June~~March ~~2007~~2008. The increase primarily relates to an increase in intercompany interest receivable.

Interest payable for the three months ended 30 June 2008 was US$20.3m, a decrease of US$2.1m, or 9.4%, compared with the three months ended 30 June 2007. The decrease can primarily be attributed to lower interest payable as we now hold an increased principal amount of our Senior Notes (US$146.7m at 30 June 2008 compared to US$53.6m at 30 June 2007), as well as lower interest payable on the floating portion of our Senior Credit Facility as a result of a reduction in the U.S. interest rates. This decrease was partially offset by additional interest on our Senior Discount Notes, following the semi-annual accretion of principal and additional interest due to increased borrowings under our Senior Credit Facility (US$160.0m at 30 June 2008 compared to US$50.0m at 30 June 2007).

Interest receivable for the three months ended 30 June 2008 was US$0.6m, a decrease of US$1.6m, or 73%, compared with the three months ended 30 June 2007. The decrease relates to a reduction in bank interest earned due to lower cash balances during the three months ended 30 June 2008 compared to 30 June 2007.

Profit before tax

As a result of the factors discussed above, profit before tax during the three months ended 3031 ~~June~~March ~~2008~~2009 was US$5150.5m3m, an increase of US$119.9m4m, or 23%, compared with the three months ended 3031 ~~June~~March ~~2007~~2008.

Income tax expense

The tax charge for the three months ended 3031 ~~June~~March ~~2008~~2009 was US$1411.9m2m, compared with US$212.6m0m for the three months ended 3031 ~~June~~March ~~2007~~2008. The ~~increase~~decrease in the tax charge is ~~primarily~~largely driven by ~~the~~a ~~fact~~reduction ~~that~~in ~~the~~permanently ~~three~~disallowable ~~months~~expenditure, ~~ended~~the ~~30 June~~reversal ~~2007~~of ~~included~~ a previously held deferred tax ~~credit~~liability ~~of US$9.2m~~and ~~to take account of~~ the ~~substantively enacted~~ reduction in the ~~future~~projected UK Corporation Tax rate from 3028.5% to 28% ~~on the opening deferred tax balance~~. ~~Notwithstanding~~These ~~this~~reductions ~~adjustment,~~were ~~the~~partly ~~tax~~offset ~~charge~~by ~~reflects~~ the increase in profits, ~~which~~for ~~was partially offset by~~ the ~~reduction in the projected 2008 average tax rate from 30% to 28~~quarter.5% ~~following the reduction in the UK Corporation Tax rate from 30% to 28% from 1 April 2008.~~

The ~~increase~~decrease in effective tax rate from 629.63% for the three months ended 3031 ~~June~~March ~~2007~~2008 to 2822.93% for the three months ended 3031 ~~June~~March ~~2008~~2009 is ~~as a~~ ~~result~~largely ofdriven ~~the~~by ~~adjustment~~a ~~for the enacted~~ reduction in ~~the~~permanently ~~future~~disallowable UKexpenditure ~~Corporation~~and ~~Tax rate from 30% to 28% discussed above. Excluding this adjustment,~~ the ~~effective~~reversal ~~rate~~of ~~for~~a ~~the~~previously ~~three~~held ~~months~~deferred ~~ended 30 June 2007 would have been 29.8%. The reduction in the comparative effective~~ tax ~~rate from 29~~liability.8% ~~to 28.9% is primarily as a result of the reduction in the UK Corporation Tax rate as mentioned above.~~

~~Profit~~7 ~~for the period~~

As a result of the factors discussed above, profit for the three months ended 30 June 2008 was US$36.6m, a decrease of US$0.4m compared with the three months ended 30 June 2007.

Profit for the period

As a result of the factors discussed above, profit for the three months ended 31 March 2009 was US$39.1m, an increase of US$10.2m, or 35%, compared with the three months ended 31 March 2008.

Liquidity and capital resources

The Group ~~had~~maintains ~~net~~a ~~borrowings~~prudent atapproach ~~30 June~~to ~~2008~~ its level of ~~US$1,033.9m~~debt ~~primarily~~leverage ~~comprising~~and ~~Senior~~is ~~Credit~~well ~~Facility~~positioned ~~drawings~~to ofaccess ~~US$410.0m,~~capital ~~Senior~~markets ~~Notes~~when ofneeded ~~US$163.7m~~to ~~(net~~meet ofour ~~US$146~~financing needs.7m The ~~Senior~~Group ~~Notes~~has ~~held~~no bydebt ~~the~~maturities ~~Group,~~in ~~being~~2009 ~~47.3%~~and the majority of ~~the~~our ~~aggregate~~debt ~~principal~~does ~~amount~~not ~~outstanding),~~fall ~~Senior~~due ~~Discount~~until ~~Notes~~2012 ~~of US$433~~and beyond.4m ~~(including~~The ~~accretion~~Group has significant headroom to all of ~~principal)~~the financial covenants in our existing debt and ~~deferred~~we ~~satellite~~expect ~~payments~~to ofbe ~~US$47.8m,~~able ~~net~~to ofoperate ~~cash~~comfortably ~~and~~within ~~cash~~these ~~equivalents~~covenants ofduring ~~US$22~~the year.~~0m.~~ In addition ~~The~~our ~~total~~business ~~borrowings~~remains ~~figures~~highly ~~given~~cash ingenerative, ~~note~~meaning 6we can bereduce ~~reconciled~~debt and continue to ~~the~~fund ~~net~~dividends ~~borrowings~~to ~~figure~~our ~~above~~parent ascompany. ~~follows:~~

(US$ in millions)	As at30 June2008		As at31 December2007
Total borrowings	1,055.9		1,004.2
Cash and cash equivalents	(22.0	)	(31.7	)
Net Borrowings	1,033.9		972.5

The Group had net borrowings at 31 March 2009 of US$970.2m primarily comprising Senior Credit Facility drawings of US$390.0m, Senior Notes of US$163.7m (net of US$146.7m Senior Notes held by the Group, being 47.3% of the aggregate principal amount outstanding), Senior Discount Notes of US$450.0m and deferred satellite payments of US$53.3m, net of cash and cash equivalents of US$87.9m.

~~Net~~The ~~cash~~total ~~generated~~borrowings ~~from~~figures ~~operating~~disclosed ~~activities~~in ~~during~~note ~~the~~6 ~~three~~can ~~months~~be ~~ended~~reconciled ~~30 June 2008 was US$103.4m compared~~ to ~~US$93.7m during~~ the ~~three~~net ~~months~~borrowings ~~ended~~figure ~~30 June~~above ~~2007.~~as ~~The~~follows: ~~increase primarily relates to increased EBITDA, offset partially by movements in working capital.~~

Net cash used in investing activities during the three months ended 30 June 2008 was US$29.9m compared with US$46.1m for the three months ended 30 June 2007. Expenditure reflects milestone payments in respect of the launch costs for the third Inmarsat-4 satellite, milestone payments for the third Satellite Access Station in Hawaii and expenditure on the Alphasat satellite project. Cash used in investing activities may fluctuate with the timing of milestone payments.


(US$ in millions)	As at 31 March 2009		As at 31 December 2008
Total borrowings	1,058.1		1,051.5
Cash and cash equivalents	(87.9	)	(51.2	)

Net Borrowings (gross of deferred finance costs)	970.2		1,000.3

~~Net~~The ~~cash~~table ~~used~~below inshows ~~financing activities during~~ the ~~three months~~condensed ~~ended~~consolidated ~~30 June~~cash ~~2008~~flow ~~was US$49.2m compared to US$91.6m~~ for the ~~three months ended 30 June 2007. During the three months ended 30 June 2008, the~~ Group ~~paid~~for ~~US$5.1m of interest on~~ the Senior Notes and Facilities and paid dividends of US$104.1m. Offsetting these outflows in part was the net draw down in the period of US$60.0m on the Revolving Senior Credit Facility (US$300.0m facility). During the three months ended 3031 ~~June~~March ~~2007~~2009: ~~the Group paid US$4.8m of interest on the Senior Notes and Facilities, paid dividends of US$73.1m and loaned US$12.8m to Inmarsat Finance III Limited.~~


	Three months ended 31 March
(US$ in millions)	2009		2008
Net cash from operating activities	100.7		74.6
Net cash used in investing activities excluding capital expenditure	(8.1	)	(8.7	)
Capital expenditure	(40.1	)	(61.3	)
Net cash used in financing activities	(11.0	)	(38.7	)
Foreign exchange adjustment	0.5		—

Net increase/(decrease) in cash and cash equivalents	42.0		(34.1	)

Net cash generated from operating activities during the three months ended 31 March 2009 was US$100.7m compared to US$74.6m during the three months ended 31 March 2008. The increase primarily relates to increased EBITDA and movements in working capital.

Net cash used in investing activities, excluding capital expenditure during the three months ended 31 March 2009 was US$8.1m compared with US$8.7m for the three months ended 31 March 2008.

Capital expenditure during the three months ended 31 March 2009 was US$40.1m compared with US$61.3m for the three months ended 31 March 2008. The decrease in capital expenditure is due to the inclusion in the three months to 31 March 2008 of launch costs for the third Inmarsat-4 satellite.

Net cash used in financing activities during the three months ended 31 March 2009 was US$11.0m compared to US$38.7m for the three months ended 31 March 2008. The decrease is due to non-recurring activity in the three months ended 31 March 2008, during which the Group purchased US$55.1m principal amount of its Senior Notes, which was offset in part by a net draw down on the Revolving Credit Facility of US$30.0m.

The Group continually evaluates sources of capital and may repurchase, refinance, exchange or retire current or future borrowings and/or debt securities from time to time in private or open-market transactions, or by any other means permitted by the terms and conditions of borrowing facilities and debt securities.

Free cash flow

The Group generated positive free cash flow of US$42.6m for the three months ended 31 March 2009, an increase of US$50.1m, compared with the three months ended 31 March 2008. The increase is predominantly attributable to increased EBITDA, movements in working capital and lower capital expenditure during the three months ended 31 March 2009.

The table below shows the free cash flow for the Group for the three months ended 31 March 2009:


	Three months ended 31 March
(US$ in millions)	2009		2008
Net cash from operating activities	100.7		74.6
Capital expenditure	(40.1	)	(61.3	)
Capitalized operating costs	(6.9	)	(7.4	)
Net cash interest paid	(11.0	)	(13.2	)
Cash tax paid	(0.1	)	(0.2	)

Free cash flow	42.6		(7.5	)

Recent Events

Subsequent to 3031 ~~June~~March ~~2008~~2009, other than asthe ~~has~~events ~~already~~discussed ~~been reported in this set of results~~above, there have been no other material events which would affect the information reflected in the condensed consolidated financial results of the Group.

INMARSAT HOLDINGS LIMITED

CONDENSED CONSOLIDATED INCOME STATEMENT

(unaudited)

	Three months ended30 June				Six months ended30 June
	Three months ended 31 March
(US$ in millions)	~~2008~~2009		~~2007~~2008		~~2008~~		~~2007~~
Revenue	163.74		~~143~~147.49		~~311.6~~		~~284.2~~
Employee benefit costs	(25.94	)	(2325.48	)	~~(51.7~~	)	~~(46.1~~	)
Network and satellite operations costs	(9.98	)	(8.49	)	~~(18.8~~	)	~~(16.8~~	)
Other operating costs	(1916.91	)	(14.48	)	~~(34.7~~	)	~~(28.5~~	)
Work performed by the Group and capitalized	65.02		45.02		~~11.2~~		~~8.0~~
Depreciation and amortization	(42.8	)	(41.4	)	(84.6	)	(82.7	)
EBITDA	117.3		103.6
Operating profit	71.2		59.8		133.0		118.1
Depreciation and amortization	(46.5	)	(41.8	)
Interest receivable and similar income	0.6		2.2		1.1		3.1
Operating profit	70.8		61.8
Interest payable and similar charges	(20.3	)	(22.4	)	(41.7	)	(43.3	)
Interest receivable and similar income	0.8		0.5
Net interest payable	(19.7	)	(20.2	)	(40.6	)	(40.2	)
Interest payable and similar charges	(21.3	)	(21.4	)
Profit before income tax	51.5		39.6		92.4		77.9
Net interest payable	(20.5	)	(20.9	)
Income tax expense	(14.9	)	(2.6	)	(26.9	)	(14.3	)
Profit before income tax	50.3		40.9
Profit for the period	36.6		37.0		65.5		63.6
Income tax expense	(11.2	)	(12.0	)
CONDENSED CONSOLIDATED STATEMENT OF RECOGNIZED INCOME AND EXPENSE (unaudited)
Profit for the period	39.1		28.9
	Three months ended30 June				Six months ended30 June
(US$ in millions)	2008		2007		2008		2007
Gains/(losses) on cash flow hedges	10.0		(0.2	)	3.1		(2.3	)
Actuarial (losses)/gains from pension and post retirement healthcare benefits	(11.3	)	9.0		(11.3	)	9.0
Tax credited/(charged) directly to equity	0.9		(2.6	)	2.7		(2.0	)
Net (losses)/gains recognized directly in equity	(0.4	)	6.2		(5.5	)	4.7
Profit for the period	36.6		37.0		65.5		63.6
Total recognized income for the period	36.2		43.2		60.0		68.3

8CONDENSED CONSOLIDATED STATEMENT OF RECOGNIZED INCOME AND EXPENSE

(unaudited)


	Three months ended 31 March
(US$ in millions)	2009		2008
Profit for the period	39.1		28.9

Net gains/(losses) on cash flow hedges	8.1		(6.9	)
Tax (charged)/credited directly to equity	(1.9	)	1.8

Net gains/(losses) recognized directly in equity	6.2		(5.1	)

Total recognized income for the period	45.3		23.8

INMARSAT HOLDINGS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEET

(US$ in millions)	As ~~at30~~at31 ~~June2008~~March2009(unaudited)		As at31 December2008(audited)	~~As at31 December2007(audited)~~
Assets
Non-current assets
Property, plant and equipment	1,~~273~~299.06		1,308.3	~~1,266.5~~
Intangible assets	~~515~~522.56		513.7	~~519.4~~
Derivative financial instruments	0.1			—
Deferred income tax assets	20.8		28.1
	1,788.6			1,785.9
Derivative financial instruments	7.4		8.6
Current assets
	1,850.4		1,858.7
Cash and cash equivalents	22.0			31.7
Current assets
Trade and other receivables	233.2			187.7
Cash and cash equivalents	87.9		51.2
Inventories	4.9			4.9
Trade and other receivables	241.5		229.1
Derivative financial instruments	1.2			0.5
Inventories	3.6		5.0
	261.3			224.8
Derivative financial instruments	1.3		1.1
Total assets	2,049.9			2,010.7
	334.3		286.4
Liabilities
Total assets	2,184.7		2,145.1
Current liabilities
Liabilities
Borrowings	172.4			82.2
Current liabilities
Trade and other payables	111.0			121.0
Borrowings	201.1		205.9
Provisions	—			0.1
Trade and other payables	114.9		122.4
Current income tax liabilities	3921.63		15.5	~~21.3~~
Derivative financial instruments	222.96		31.7	~~3.5~~
	325.9			228.1
	359.9		375.5
Non-current liabilities
Borrowings	~~869~~845.5		833.3	~~906.4~~
Other payables	713.80		14.3	~~4.8~~
Provisions	4127.07		27.5	~~29.6~~
Deferred income tax liabilities	152.4			147.0
Derivative financial instruments	34.5		37.5
Derivative financial instruments	6.8			7.7
	920.7		912.6
	1,077.5			1,095.5
Total liabilities	1,280.6		1,288.1
Total liabilities	1,403.4			1,323.6
Net assets	904.1		857.0
Net assets	646.5			687.1
Shareholders’ equity
Shareholders’ equity
Ordinary shares	0.4		0.4
Ordinary shares	0.4			0.4
Share premium	346.1		346.1
Share premium	346.1			346.1
Other reserves	321.4		313.7
Other reserves	339.1			333.4
Retained earnings	236.2		196.8
(Accumulated deficit)/retained earnings	(39.1	)		7.2
Total shareholders’ equity	904.1		857.0
Total shareholders’ equity	646.5			687.1

911

INMARSAT HOLDINGS LIMITED

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

(unaudited)

	Three months ended30 June				Six months ended30 June
	Three months ended 31 March
(US$ in millions)	~~2008~~2009		~~2007~~2008		~~2008~~		~~2007~~
Cash flow from operating activities
Cash generated from operations	~~103~~100.17		9174.94		~~177.5~~		~~174.8~~
Interest received	0.31		10.84		~~0.7~~		~~2.7~~
Income taxes paid	—(0.1	)	—(0.2	)	~~(0.2~~	)	~~(0.1~~	)
Net cash inflow from operating activities	103.4		93.7		178.0		177.4
Net cash from operating activities	100.7		74.6
Cash flow from investing activities
Purchase of property, plant and equipment	(2440.31	)	(4261.83	)	~~(85.6~~	)	~~(67.5~~	)
Work performed by the Group and capitalized	(5.6.9	)	(37.34	)	~~(13.0~~	)	~~(8.5~~	)
Consideration under ACeS collaboration arrangement	—(1.2	)	—(1.3	)	~~(1.3~~	)	~~(1.5~~	)
Net cash used in investing activities	(2948.92	)	(4670.10	)	~~(99.9~~	)	~~(77.5~~	)
Cash flow from financing activities
Dividends paid	(104.1	)	(73.1	)	(104.1	)	(73.1	)
Net drawdown of Revolving Senior Credit Facility	—		30.0
Net drawdown of Revolving Senior Credit Facility	60.0		—		90.0		50.0
Interest paid on Senior Notes and Facilities	(11.1	)	(13.6	)
Interest paid on Senior Notes and Facilities	(5.1	)	(4.8	)	(18.7	)	(18.6	)
Purchase of Senior Notes	—		(55.1	)
Finance lease disposal fees	—		(0.9	)	—		(1.4	)
Intercompany funding	0.1		—
Purchase of Senior Notes	—		—		(55.1	)	—
Net cash used in financing activities	(11.0	)	(38.7	)
Loan to fellow group undertaking	—		(12.8	)	—		(12.8	)
Foreign exchange adjustment	0.5		—
Net cash used in financing activities	(49.2	)	(91.6	)	(87.9	)	(55.9	)
Net increase/(decrease) in cash and cash equivalents	42.0		(34.1	)
Foreign exchange adjustment	—		0.5		—		0.1
Movement in cash and cash equivalents
Net increase/(decrease) in cash and cash equivalents	24.3		(43.5	)	(9.8	)	44.1
At beginning of period	45.5		31.6
Movement in cash and cash equivalents
Net increase/(decrease) in cash and cash equivalents	42.0		(34.1	)
At beginning of period	(2.5	)	130.2		31.6		42.6
As reported on balance sheet (net of bank overdrafts)	87.5		(2.5	)
Net increase/(decrease) in cash and cash equivalents	24.3		(43.5	)	(9.8	)	44.1
At end of period, comprising
As reported on balance sheet (net of bank overdrafts)	21.8		86.7		21.8		86.7
Cash and cash equivalents per the balance sheet	87.9		3.9
At end of period, comprising
Bank overdrafts	(0.4	)	(6.4	)
Cash at bank and in hand	1.1		1.5		1.1		1.5
	87.5		(2.5	)
Short-term deposits with original maturity of less than 3 months	20.9		87.5		20.9		87.5
Bank overdrafts	(0.2	)	(2.3	)	(0.2	)	(2.3	)
	21.8		86.7		21.8		86.7

1012

~~NOTES~~Notes TOto ~~THE~~the ~~CONDENSED~~Condensed ~~CONSOLIDATED~~Consolidated ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements

1. General information

The principal activity of Inmarsat Holdings Limited and its subsidiaries (together “the Group”) is the provision of mobile satellite communications services.

These unaudited condensed consolidated financial results were approved for issue by the Board of Directors on 68 ~~August~~May ~~2008~~2009.

The financial information for the year ended 31 December ~~2007~~2008 does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. A copy of the statutory accounts for the year ~~has~~ended ~~been~~31 December 2008 will be delivered to the Registrar of Companies. ~~The auditor’s report on those accounts was not qualified and did not contain statements under Section 237(2) or 237(4) of the Companies Act 1985.~~

2. Principal accounting policies

Basis of preparation

The unaudited Group results for the three ~~and six~~ months ended 3031 ~~June~~March ~~2008~~2009 have been prepared on a basis consistent with ~~the~~ International Financial Reporting Standards (“IFRS”) ~~accounting policies as set out on pages F2-F46 of the consolidated financial statements for the year to 31 December 2007 as filed with the SEC on Form 20-F on 29 April 2008~~ and in accordance with International Accounting Standards (“IAS”) 34, ‘Interim Financial Reporting’.

~~The~~These unaudited condensed consolidated interim financial statements should be read in conjunction with the most recent annual financial statements, which are for the year ended 31 December 2008, as filed with the SEC on Form 20-F on 29 April 2009 (the “Form 20-F”). The unaudited condensed consolidated interim financial statements are based upon accounting policies and methods consistent with those used and described in the annual financial statements prepared under IFRS., ~~These~~as ~~interim~~set ~~financial~~out ~~statements~~on ~~should~~pages beF2 ~~read~~to inF42 ~~conjunction~~of ~~with~~ the ~~most~~Form ~~recent annual financial statements~~20-F. In the opinion of management, all adjustments of a normally recurring nature considered necessary for a fair presentation have been included. Operating results for the three ~~and six~~ months ended 3031 ~~June~~March ~~2008~~2009 are not necessarily indicative of the results that may be expected for the year ending 31 December ~~2008~~2009. The consolidated balance sheet as at 31 December 2008 ~~2007~~ has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by IFRS for complete financial statements.

Basis of accounting

The preparation of the condensed consolidated financial statements in conformity with IFRS requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the Balance Sheet dates and the reported amounts of revenue and expenses during the reported period.

Although these estimates are based on management’s best estimate of the amount, event or actions, these results ultimately may differ from those estimates.

Accounting policies adopted in preparing these condensed consolidated financial statements have been selected in accordance with IFRS.

~~Comparatives~~On 1 January 2009, the Group adopted IFRS 8, ‘Operating Segments’. IFRS 8 replaces IAS 14, ‘Segment Reporting’ and requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by senior management to allocate resources to the segments and to assess their performance. The segments identified in accordance with IFRS 8 are consistent with those previously disclosed under IAS 14. Therefore, there is no material impact of adopting IFRS 8 in these consolidated financial results.

~~The~~13 Group previously classified ‘Work performed by the Group and capitalized’ within ‘Cash flow from operating activities’. Management believes that the inclusion as part of ‘Cash flow from investing activities’ is a fairer representation of the Group’s activities and as a result, US$3.3m and US$8.5m of cash flow for the three and six months ended 30 June 2007 has been reclassified from ‘Cash flow from operating activities’ to ‘Cash flow from investing activities’ to conform with our presentation for the half year ended 30 June 2008.

3. Segmental information

~~The~~IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group ~~operates~~that inare ~~one~~regularly ~~business~~reviewed ~~segment~~by the Executive Management Board (“EMB”) to allocate resources and assess performance. Information reported to the EMB is focused on the core operation of the Group being the supply of mobile satellite communications services (“MSS”). MSS therefore represents the one reportable segment of the Group.

~~“Other”~~MSS inrevenue is derived from the ~~three~~supply ~~and~~of ~~six~~airtime, ~~months~~equipment ~~ended~~and ~~30 June~~services ~~2008~~to ~~principally~~our ~~comprises~~distribution ~~income~~partners ~~from~~and ~~technical~~end-users ~~support~~of tomobile ~~other~~satellite communications ~~operators,~~and represents the ~~provision~~Group’s ofrevenues ~~conference~~from ~~facilities~~its ~~and~~sale ~~leasing~~of ~~surplus~~major ~~office~~products ~~space~~and services to external ~~organizations~~customers.

“Other” principally comprises income from technical support to other operators, the provision of conference facilities and leasing surplus office space to external organizations.

Primary reporting format—business segments

	Three months ended 30 June 2008(unaudited)										Three months ended 30 June 2007(unaudited)
	Three months ended 31 March 2009(unaudited)
(US$ in millions)	MSS		Other		~~Unallocated~~	Unallocated		~~Total~~	Total		~~MSS~~		~~Other~~	~~Unallocated~~		~~Total~~
Revenue(a)	161.5		2.2		—			163.7			141.7		1.7	—		143.4
Revenue	161.7		1.7			—			163.4
Segment result (operating profit)	71.0		0.2		—			71.2			59.7		0.1	—		59.8
Segment result (operating profit/(loss))	71.1		(0.3	)		—			70.8
Net interest charged to the income statement	—		—		(19.7	)		(19.7	)		—		—	(20.2	)	(20.2	)
Net interest charged to the Income Statement	—		—			(20.5	)		(20.5	)
Profit before income tax								~~51.5~~	50.3							~~39.6~~
Income tax expense								~~(14.9~~	)(11.2	)						~~(2.6~~	)
Profit for the period								~~36.6~~	39.1							~~37.0~~
Segment assets	2,~~027~~076.90		—		~~22.0~~	108.7		~~2,049.9~~	2,184.7		~~1,942.6~~		—	~~89.0~~		~~2,031.6~~
Segment liabilities	(~~169~~212.57	)	—		~~(1,233.9~~	)(1,067.9	)	~~(1,403.4~~	)(1,280.6	)	~~(167.0~~	)	—	~~(1,150.4~~	)	~~(1,317.4~~	)
Capital expenditure(b)	(32.8	)	—		—			(32.8	)		(23.8	)	—	—		(23.8	)
Capital expenditure(a)	(46.7	)	—			—			(46.7	)
Depreciation	(3740.39	)	—		—	—		~~(37.3~~	)(40.9	)	~~(36.0~~	)	—	—		~~(36.0~~	)
Amortization of intangible assets	(5.56	)	—		—	—		~~(5.5~~	)(5.6	)	~~(5.4~~	)	—	—		~~(5.4~~	)

(a) ~~Revenue~~Capital ~~from~~expenditure ~~the~~stated ~~sale~~using ofaccruals ~~user terminals is classified as MSS revenue for the purpose of segment reporting~~basis.

(b) Capital expenditure stated using accruals basis.


	Three months ended 31 March 2008 (unaudited)
(US$ in millions)	MSS		Other		Unallocated		Total
Revenue	146.1		1.8		—		147.9

Segment result (operating profit/(loss))	62.0		(0.2	)	—		61.8
Net interest charged to the Income Statement	—		—		(20.9	)	(20.9	)

Profit before income tax							40.9
Income tax expense							(12.0	)

Profit for the period							28.9

Segment assets	2,033.8		—		3.9		2,037.7
Segment liabilities	(168.4	)	—		(1,156.8	)	(1,325.2	)
Capital expenditure^(a)	(54.3	)	—		—		(54.3	)
Depreciation	(36.3	)	—		—		(36.3	)
Amortization of intangible assets	(5.5	)	—		—		(5.5	)

	Six months ended 30 June 2008(unaudited)							Six months ended 30 June 2007(unaudited)
(US$ in millions)	MSS		Other	Unallocated		Total		MSS		Other	Unallocated		Total
Revenue(a)	307.6		4.0	—		311.6		280.0		4.2	—		284.2
Segment result (operating profit)	133.0		—	—		133.0		117.2		0.9	—		118.1
Net interest charged to the income statement	—		—	(40.6	)	(40.6	)	—		—	(40.2	)	(40.2	)
Profit before income tax						92.4							77.9
Income tax expense						(26.9	)						(14.3	)
Profit for the period						65.5							63.6
Segment assets	2,027.9		—	22.0		2,049.9		1,942.6		—	89.0		2,031.6
Segment liabilities	(169.5	)	—	(1,233.9	)	(1,403.4	)	(167.0	)	—	(1,150.4	)	(1,317.4	)
Capital expenditure(b)	(87.1	)	—	—		(87.1	)	(49.8	)	—	—		(49.8	)
Depreciation	(73.6	)	—	—		(73.6	)	(72.1	)	—	—		(72.1	)
Amortization of intangible assets	(11.0	)	—	—		(11.0	)	(10.6	)	—	—		(10.6	)

(a)	Capital expenditure stated using accruals basis.

~~(a)~~14 ~~Revenue from the sale of user terminals is classified as MSS revenue for the purpose of segment reporting.~~

(b) Capital expenditure stated using accruals basis.

4. Net interest payable

	Three months ended30 June(unaudited)				Six months ended30 June(unaudited)
	Three months ended 31 March(unaudited)
(US$ in millions)	~~2008~~2009		~~2007~~2008		~~2008~~		~~2007~~
Accretion of principal on Senior Discount Notes	(10.8	)	(9.7	)	(21.4	)	(19.2	)
Interest on Senior Discount Notes	(11.7	)	(10.6	)
Interest on Senior Notes and Senior Credit Facility	(6.5.9	)	(98.78	)	~~(15.3~~	)	~~(18.7~~	)
Unwinding of discount on deferred satellite liabilities	(0.7	)	(0.87	)	~~(1.4~~	)	~~(1.7~~	)
Amortization of debt issue costs	(0.9	)	(0.9	)	~~(1.8~~	)	~~(1.8~~	)
Pension and post-retirement liability finance costs	(0.32	)	(10.1	)	~~(0.4~~	)	~~(1.5~~	)
Other interest payable	(0.3	)	(0.2	)	(0.5	)	(0.4	)
Other interest	(0.2	)	(0.2	)
Interest rate swap	(0.8	)	—		(0.9	)	—
Interest rate swaps	(2.4	)	(0.1	)
Total interest payable and similar charges	(20.3	)	(22.4	)	(41.7	)	(43.3	)
Interest payable and similar charges	(22.0	)	(21.4	)
Bank interest receivable and other interest	0.6		2.2		1.1		3.1
Less: Amounts included in the cost of qualifying assets	0.7		—
Total interest receivable and similar income	0.6		2.2		1.1		3.1
Total interest payable and similar charges	(21.3	)	(21.4	)
Net interest payable	(19.7	)	(20.2	)	(40.6	)	(40.2	)
Bank interest receivable and other interest	0.8		0.5
Total interest receivable and similar income	0.8		0.5
Net interest payable	(20.5	)	(20.9	)

5. Reconciliation of Movement in Shareholders’ Equity

(US$ in millions)	Ordinarysharecapital	Sharepremiumaccount	Otherreserves		Retainedearnings		Total
Balance at 1 January 2007 (audited)	0.4	346.1	342.0		29.1		717.6
Balance at 1 January 2008 (audited)	0.4	346.1	333.4		7.2		687.1
Profit for the year	—	—	—		98356.71		98356.71
Dividend payable	—	—	—		(~~125~~159.96	)	(~~125~~159.96	)
Actuarial gains from pension and post retirement benefits	—	—	—		7.3		7.3
Actuarial losses from pension and post-retirement benefits	—	—	—		(11.0	)	(11.0	)
Share option charge	—	—	47.03		—		47.03
Net fair value gains – cash flow hedges	—	—	(12.6	)	—		(12.6	)
Net fair value losses – cash flow hedges	—	—	(37.5	)	—		(37.5	)
Tax charged directly to equity	—	—	—		(2.0	)	(2.0	)
Tax credited directly to equity	—	—	10.5		4.1		14.6
Balance at 31 December 2007 (audited)	0.4	346.1	333.4		7.2		687.1
Balance at 31 December 2008 (audited)	0.4	346.1	313.7		196.8		857.0
Profit for the period	—	—	—		6539.51		6539.51
Dividend payable	—	—	—		(104.1	)	(104.1	)
Share option charge	—	—	1.8		—		1.8
Actuarial losses from pension and post retirement benefits	—	—	—		(11.3	)	(11.3	)
Net fair value gains – cash flow hedges	—	—	8.1		—		8.1
Share option charge	—	—	3.5		—		3.5
Tax (charged)/credited directly to equity	—	—	(2.2	)	0.3		(1.9	)
Net fair value losses – cash flow hedges	—	—	3.1		—		3.1
Balance at 31 March 2009 (unaudited)	0.4	346.1	321.4		236.2		904.1
Tax (charged)/credited directly to equity	—	—	(0.9	)	3.6		2.7
Balance at 30 June 2008 (unaudited)	0.4	346.1	339.1		(39.1	)	646.5

6. Borrowings

Borrowings are shown net of unamortized deferred finance costs, which have been allocated as follows:

	As at 30 June 2008(unaudited)							As at 31 December 2007(audited)
	As at 31 March 2009(unaudited)								As at 31 December 2008(audited)
(US$ in millions)	Amount		~~Deferredfinancecosts~~	Deferredfinancecosts		~~Netbalance~~	Netbalance	~~Amount~~	~~Deferredfinancecosts~~Amount		~~Netbalance~~Deferredfinancecosts		Netbalance
Senior Credit Facility	410.0		(0.9	)		409.1		320.0	(1.1	)	318.9
Current:
Senior Discount Notes	427.8		(6.8	)		421.0		406.7	(7.3	)	399.4
Bank overdrafts	0.4			—			0.4		5.7		—		5.7
— Accretion of principal	5.6		—			5.6		5.3	—		5.3
Deferred satellite payments	10.7			—			10.7		10.2		—		10.2
Senior Notes	163.7		(6.3	)		157.4		218.8	(7.2	)	211.6
Senior Credit Facility	190.0			—			190.0		190.0		—		190.0
Premium on Senior Notes	0.8		—			0.8		0.9	—		0.9
Total current borrowings	201.1			—			201.1		205.9		—		205.9
Deferred satellite payments	47.8		—			47.8		52.4	—		52.4
Non-current:
Bank overdrafts	0.2		—			0.2		0.1	—		0.1
Senior Credit Facility	200.0			(0.5	)		199.5		200.0		(0.6	)	199.4
Total Borrowings	1,055.9		(14.0	)		1,041.9		1,004.2	(15.6	)	988.6
Senior Discount Notes	450.0			(5.9	)		444.1		450.0		(6.2	)	443.8
Senior Notes	163.7			(5.1	)		158.6		163.7		(5.5	)	158.2
Premium on Senior Notes	0.7			—			0.7		0.7		—		0.7
Deferred satellite payments	42.6			—			42.6		31.2		—		31.2
Total non-current borrowings	857.0			(11.5	)		845.5		845.6		(12.3	)	833.3
Total Borrowings	1,058.1			(11.5	)		1,046.6		1,051.5		(12.3	)	1,039.2
Cash and cash equivalents	(87.9	)		—			(87.9	)	(51.2	)	—		(51.2	)
Net Borrowings	970.2			(11.5	)		958.7		1,000.3		(12.3	)	988.0

1316

SIGNATURES

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

	INMARSAT HOLDINGS LIMITED		~~INMARSAT HOLDINGS LIMITED~~
Date: August 6, 2008			By:	/s/ RICK MEDLOCK
Date: May 8, 2009	By:	/S/ RICK MEDLOCK
				Rick Medlock
		Rick Medlock Chief Financial Officer
				Chief Financial Officer
	INMARSAT FINANCE II plc
			INMARSAT FINANCE II plc
Date: May 8, 2009	By:	/S/ RICK MEDLOCK
Date: August 6, 2008			By:	/s/ RICK MEDLOCK
		Rick Medlock Chief Financial Officer
				Rick Medlock
				Chief Financial Officer

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Filing Compare · Inmarsat Holdings LTD