UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

SCHEDULE 14A 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.     )

Loral Space & Communications Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

      Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

December 9, 2014May 18, 2017

________________

The Annual Meeting of Stockholders of Loral Space & Communications Inc. (“Loral” or the “Company”) will be held at the offices ofWillkie Farr & Gallagher LLP,787 Seventh Avenue, New York, New York, at 10:30 A.M., on Tuesday, December 9, 2014,Thursday, May 18, 2017, for the purpose of:

The Board of Directors has fixed the close of business on October 27, 2014March 31, 2017 as the date for determining stockholders of record entitled to receive notice of, and to vote at, the Annual Meeting.

The Board of Directors unanimously recommends that stockholders vote their shares in favor of the election of the Class II directors who have been nominated by the Board of Directors andnominees, in favor of Proposals 2 and 3.3, and, with respect to Proposal 4, in favor of holding future non-binding, advisory votes on compensation paid to named executive officers on an annual basis.

This Notice and accompanying Proxy Statement and proxy or voting instruction card will be first mailed to you and to other stockholders of record commencing on or about November 6, 2014.April 13, 2017.

All stockholders are cordially invited to attend the Annual Meeting. Stockholders may obtain directions to the Annual Meeting by contacting the Company’s investor relations department at (212) 697-1105. Whether or not you plan to attend, I hope that you will vote as soon as possible. Please review the instructions on the proxy or voting instruction card regarding your voting options.

	By Order of the Board of Directors
	Michael B. Targoff
	Vice Chairman of the Board

November 6, 2014April 13, 2017

TABLE OF CONTENTS

Loral Space & Communications Inc.

888 Seventh565 Fifth Avenue

New York, New York 1010610017

PROXY STATEMENT

Questions and Answers About the Annual Meeting and VotingVoting

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to Be Held on December 9, 2014May 18, 2017

The 20142017 Proxy Statement, a form of proxy and Loral’s Annual Report on Form 10-K for the year ended December 31, 2013 and Amendment No. 1 on Form 10-K/A to Loral’s Annual Report on Form 10-K for the year ended December 31, 20132016 are available at:www.loral.com.

PROPOSAL 1 — ELECTION OF DIRECTORS

The Company has three classes of directors serving staggered three-year terms, with each of Class I and Class II consisting of two directorsdirectorships and Class III consisting of three directors.directorships. The terms of the Class I, II and III directorsdirectorships expire on the date of the Annual Meeting in 2016, 20142019, 2017 and 2015,2018, respectively.

At the Annual Meeting, stockholders will be asked to elect the two current Class II directorsnominees named in this Proxy Statement who have been nominated by the Board of Directors to continue to serve as Class II directors and whose current terms will expire at the Annual Meeting. Mr. John D. Harkey, Jr. and Mr. Michael B. Targoff, each of whom is a current Class II director, are the nominees to serve as Class II directors for a new three-year term. One Class III directorship is currently vacant and will be vacant at the time of the Annual Meeting and until the Board either reduces its size or elects a candidate to fill such vacancy. Each nominee, if elected, will serve for a term of three years and will remain in office until a qualified successor director has been elected or until he or she resigns or is removed from the Board. Class II directors will be elected by plurality vote.The Board of Directorsunanimously recommends a vote FOR the director nominees.

Nominees for Election to the Board of Directors in 20142017

The following are brief biographical sketches of each of our nominees, including their experience, qualifications, attributes and skills, which, taken as a whole, have enabled the Board to conclude that each nominee should, in light of the Company’s business and structure, serve as a director of the Company.

Nominees for Class II Directorships — Directors Whose Terms ExpireTerm Expiring in 20142020

Continuing Members of the Board of Directors

The following are brief biographical sketches of each of our directors whose term continues beyond 20142017 and who is not subject to election this year, including his or her experience, qualifications, attributes and skills, which, taken as a whole, have enabled the Board to conclude that each director should, in light of the Company’s business and structure, serve as a director of the Company.

Class I — Directors Whose Terms Expire—Term Expiring in 20162019

Class III — Directors Whose Terms Expire—Term Expiring in 20152018

Additional Information Concerning the Board of Directors of the Company

During 2013,2016, the Board of Directors held eightseven meetings. No director attended fewer than 75% of the aggregate of the total number of meetings of the Board of Directors and of committees of the Board of which he was a member. We do not have a policy regarding directors’ attendance at annual meetings. Two members of the Board attended the 20132016 Annual Meeting of Stockholders in person, and fourtwo members attended the meeting by telephone.

Director Independence

The Company is listed on the Nasdaq Stock Market and complies with the Nasdaq listing requirements regarding independent directors. Under Nasdaq’s Marketplace Rules, the definition of an “independent director” is a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has reviewed such information as the Board has deemed appropriate for purposes of determining whether any of the directors has a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, including the beneficial ownership by our directors of Voting Common Stock (see “Ownership of Voting Common Stock – Voting Common Stock Ownership by Directors and Executive Officers”) and transactions between the Company on the one hand, and our directors and their affiliates, on the other hand (see “Certain Relationships and Related Party Transactions”). Based on such review, the Board of Directors has determined that all of our current directors, as well as directors who served on our Board in 2013, except for Mr. Targoff, were in 2016, and are currently, independent directors; independent directors, therefore, constitute a majority of our Board. Non-management directors meet periodically in executive session without members of the Company’s management at the conclusion of regularly scheduled Board meetings. Mr. Targoff is not a member of any of the compensation, nominating or audit committees of the Company.

Indemnification Agreements

We have entered into Officers’ and Directors’ Indemnification Agreements (each, an “Indemnification Agreement”) with our directors and officers (each officer and director with an Indemnification Agreement, an “Indemnitee”). The Indemnification Agreement requires us to indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (as that term is used in the Indemnification Agreement), except with regard to any Proceeding by or in our right to procure a judgment in our favor, against all Expenses and Losses (as those terms are used in the Indemnification Agreement), including judgments, fines, penalties and amounts paid in settlement, subject to certain conditions, actually and reasonably incurred in connection with such Proceeding, if the Indemnitee acted in good faith for a purpose which he or she reasonably believed to be in or not opposed to our best interests. With regard to Proceedings by or in our right, the Indemnification Agreement provides similar terms of indemnification; no indemnification will be made, however, with respect to any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to us, unless a court determines that the Indemnitee is entitled to indemnification for such portion of the Expenses as the court deems proper, all as detailed further in the Indemnification Agreement. The Indemnification Agreement also requires us to indemnify an Indemnitee where the Indemnitee is successful, on the merits or otherwise, in the defense of any claim, issue or matter therein, as well as in other circumstances delineated in the Indemnification Agreement. The indemnification provided for by the Indemnification Agreement is subject to certain exclusions detailed therein. Loral Holdings Corporation guarantees the due and punctual payment of all of our obligations under the Indemnification Agreements.

Directors and Officers Liability Insurance

We have purchased insurance from various insurance companies against obligations we might incur as a result of our indemnification obligations of directors and officers for certain liabilities they might incur and insuring such directors and officers for additional liabilities against which they might not be indemnified by us. We have also procured coverage for our own liabilities in certain circumstances. For the period from February 1, 20142017 to January 31, 2015,2018, we purchased a director and officer liability policy and a separate fiduciary liability policy. Our cost for the annual insurance premiums for these policies is $597,530$540,716 in the aggregate.

Board Leadership Structure

Our Bylaws do not require that the positions of Chairman of the Board and Chief Executive Officer be held by the same person or by different individuals, and our Board does not have a formal policy with respect to the separation or combination of these offices. After our corporate office restructuring resulting from the sale (the “SS/L“SSL Sale”) in 2012 of our former subsidiary, Space Systems/Loral, LLC (formerly known as Space Systems/Loral, Inc.) (“SS/L”)SSL”), including the termination of Mr. Targoff’s employment as Chief Executive Officer and President of the Company, the Board did not believe that going forward it was necessary for the Company to employ a Chief Executive Officer. Thus, the position of Chief Executive Officer during 20132016 was, and currently is, vacant.

Board Role in Risk Oversight

The Board recognizes its duty to assure itself that the Company has effective procedures for assessing and managing risks to the Company’s governance, strategy and planning, operations and infrastructure, compliance and reporting. The Board has delegated to the Audit Committee the responsibility for monitoring and overseeing the Company’s processes and procedures for risk assessment, risk management and compliance, including periodic reports on compliance with law and Company policies and consequent corrective action, if any. At the request of the Audit Committee, management has developed and implemented a comprehensive enterprise risk management program. This program identifies and focuses on the particular risks that the Company faces, determines the risks that could have a material adverse effect on the Company, establishes and documents a mitigation plan for all significant risks and identifies risks that may not be able to be mitigated. The enterprise risk management program is linked to the Company’s program for compliance with Sarbanes Oxley 404 and is coordinated with entity level controls and financial risk and fraud assessment processes that are also in place. The Chair of the Audit Committee reports on any significant risk matters to the Board as part of his reports on the Committee’s meetings and activities.

Director Compensation

Board and Committee Compensation Structure

The compensation structure adopted by the Board of Directors and in effect for 20132016 was designed to achieve the following goals:

In December 2013, the Board approved changes to the Board’s compensation. As a result of the SS/L Sale, the Board believed that the time and effort necessary to be expended by Board members, as well as the risks associated with being a director, had been greatly reduced and, therefore, it was appropriate to eliminate the annual equity grant to directors. At the same time, the Board believed that the level of work by members of the Audit Committee continued to be significant, and, if the annual equity grant were eliminated, an increase in cash compensation for Audit Committee members would be appropriate given the substantial level of effort they continue to provide. Based on these considerations, among others, effective for 2013 and going forward, the annual grant to directors of restricted units was eliminated and the fee payable to members of the Audit Committee was increased by $50,000 per year. After giving effect to these changes, theThe compensation structure in effect for 20132016 was as follows:

Board and Committee Compensation Structure

Directors Compensation for Fiscal 20132016

For fiscal year 2013,2016, Loral provided the compensation set forth in the table below to its directors.

20132016 Director Compensation

Committees of the Board of Directors

The Company’s standing committees of the Board of Directors are the Audit Committee, the Compensation Committee, the Executive Committee and the Nominating Committee. The charters of the Audit Committee, the Compensation Committee and the Nominating Committee are available on the Investor Relations — Corporate Governance section of our website at www.loral.com.www.loral.com. These documents are also available upon written request to: Investor Relations, Loral Space & Communications Inc., 888 Seventh565 Fifth Avenue, New York, New York 10106.10017. The Executive Committee does not have a charter. Information concerning these committees is set out below.

Audit Committee

The Board of Directors has determined that all of the members of the Audit Committee meet the independence and experience requirements of the Securities and Exchange Commission (“SEC”) and the Nasdaq Stock Market. Moreover, the Board has determined that one of the Committee’s members, Mr. Simon, qualifies as an “audit committee financial expert” as defined by the SEC.

The Audit Committee is generally responsible for, among other things, (i) the appointment, termination and compensation of the Company’s independent registered public accounting firm and oversight of its services; (ii) approval of any non-audit services to be performed by the independent registered public accounting firm and related compensation; (iii) reviewing the scope of the audit proposed for the current year and its results; (iv) reviewing the adequacy of our disclosure and accounting and financial controls; (v) reviewing the annual and quarterly financial statements and related disclosures with management and the independent registered public accounting firm; (vi) monitoring the Company’s and the independent registered public accounting firm’s annual performance under the requirements of Sarbanes Oxley Act Section 404; and (vii) reviewing the Company’s internal audit function, which, after the SSL Sale, the Company has outsourced to a major certified public accounting firm, and findings from completed outsourced internal audits. The Audit Committee is also responsible for monitoring and overseeing the Company’s processes and procedures for risk assessment, risk management and compliance (see “Additional Information Concerning the Board of Directors of the Company – Board Role in Risk Oversight”).

In addition, the Audit Committee, with input from management, reviewed for 2013, and will in the future review,reviews the Company’s compensation policies and practices for all employees to determine whether such policies and practices encourage excessive or unnecessary risk-taking that could have a material adverse effect on the Company. Based on such review, the Audit Committee believes that such policies and practices are not likely to have a material adverse effect on the Company.

Compensation Committee

Our Compensation Committee has primary responsibility for overseeing our executive compensation program, including compensation of our named executive officers listed in the compensation tables that follow. Our Compensation Committee is composed of independent directors, as determined by Nasdaq listing standards. The Compensation Committee’s responsibilities are set forth in its charter. In order to fulfill its responsibilities pertaining to executive and director compensation, the Compensation Committee:

Our Compensation Committee has the authority to retain a consulting firm to assist it in the evaluation of compensation for our officers and has the authority to approve the consultant’s fees and other retention terms. In 2013,2016, the Compensation Committee did not retain any compensation consultants to assist in general or perform any other compensation analyses or reviews.

Compensation Committee Interlocks and Insider Participation

Dr. Mark H. Rachesky and John D. Harkey, Jr. served as members of the Compensation Committee during 2013.2016. No member of the Compensation Committee is a present or former officer of, or employed by, the Company or its subsidiaries. None of our executive officers serves as a member of the board of directors or compensation committee of any other entity the executive officers of which entity serve on either the Company’s Board of Directors or Compensation Committee. Dr. Rachesky founded, and serves as President of, MHR, affiliated funds of which have engaged in transactions with the Company. See “Certain Relationships and Related Transactions – MHR Fund Management LLC.”

Executive Committee

The Executive Committee performs such duties as are from time to time determined and assigned to it by the Board of Directors.

Nominating Committee

The Nominating Committee assists the Board of Directors in (i) identifying individuals qualified to become members of the Board (consistent with criteria approved by the Board) and (ii) selecting, or recommending that the Board select, the director nominees for the next annual meeting of stockholders. The Nominating Committee will consider candidates for nomination as a director recommended by stockholders, directors, officers, third party search firms and other sources. Under its charter, the Nominating Committee seeks director nominees who have demonstrated exceptional ability and judgment. Nominees will be chosen with the primary goal of ensuring that the entire Board collectively serves the interests of the stockholders. Due consideration will be given to assessing the qualifications of potential nominees and any potential conflicts with the Company’s interests. The Nominating Committee will also assess the contributions of the Company’s incumbent directors in connection with their potential re-nomination. In identifying and recommending director nominees, the Nominating Committee members may take into account such factors as they determine appropriate, including any recommendations made by the Chief Executive Officerchief executive officer and stockholders of the Company. The Nominating Committee will review all candidates in the same manner, regardless of the source of the recommendation. Individuals recommended by stockholders for nomination as a director will be considered in accordance with the procedures described under “Other Matters – Stockholder Proposals for 2015.2018.”

Neither the Nominating Committee nor the Board has a formal policy with regard to the consideration of diversity in identifying director candidates. As discussed above, however, the primary goal of the Nominating Committee is to identify candidates to ensure that the entire Board collectively serves the interests of the stockholders. Thus, in striving to achieve this goal, the Nominating Committee believes it is appropriate to consider a broad range of factors, including, among others, age, experience, skill, judgment and diversity of ethnic and cultural background of candidates for director.

PROPOSAL 2 — INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders will act upon a proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the Company.Ifthe stockholders, by the affirmative vote of the holders of a majority of the voting power of the sharesrepresented in person or by proxy at the Annual Meeting and entitled to vote on this proposal, do not ratify the selectionof Deloitte & Touche LLP, the selection of the independent registered publicaccounting firm will be reconsidered by the Audit Committee.

Background

The Audit Committee has selected Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2014.2017. Deloitte & Touche LLP has advised the Company that it has no direct or indirect financial interest in the Company or any of its subsidiaries and that it has had, during the last three years, no connection with the Company or any of its subsidiaries other than as our independent registered public accounting firm and certain other activities as described below.

In accordance with its charter, the Audit Committee has established pre-approval policies with respect to annual audit, other audit and audit relatedaudit-related services and certain permitted non-audit services to be provided by our independent registered public accounting firm and related fees. The Audit Committee has pre-approved detailed, specific services.services and fees. Fees related to the annual audits of our consolidated financial statements, including the Section 404 attestation, are specifically approved by the Audit Committee on an annual basis. All fees for pre-approved other audit and audit relatedaudit-related services are pre-approved annually or more frequently, if required, up to a maximum amount equal to 50% of the annual audit fee as reported in our most recently filed proxy statement with the SEC. All fees for pre-approved permitted non-audit services are pre-approved annually or more frequently, if required, up to a maximum amount equal to 50% of the fees for audit and audit relatedaudit-related services as reported in our most recently filed proxy statement with the SEC. The Audit Committee also pre-approves any proposed engagement to provide permitted services not included in the approved list of audit and permitted non-audit services and for fees in excess of amounts previously pre-approved. The Audit Committee chairman or another designated committee member may approve these services and related fees and expenses on behalf of the Audit Committee, and the Company promptly reports such approval to the Audit Committee.

Financial Statements and Reports

The financial statements of the Company for the year ended December 31, 20132016 and the reports of the independent registered public accounting firm will be presented at the Annual Meeting. Deloitte & Touche LLP will have a representative present at the meeting who will have an opportunity to make a statement if he or she so desires and to respond to appropriate questions from stockholders.

Services

During 20122015 and 2013,2016, Deloitte & Touche LLP and its affiliates (collectively, “Deloitte”) provided services consisting of the audit of the annual consolidated financial statements and internal controls over financial reporting of the Company, review of the quarterly financial statements of the Company, stand-alone audits of subsidiaries, accounting consultations and consents and other services related to SEC filings by the Company and its subsidiaries and other pertinent matters. Deloitte also provided other permitted services to the Company in 20122015 and 20132016 consisting primarily of tax compliance, consultation and related services.

Audit Fees

The aggregate fees billed or expected to be billed by Deloitte for professional services rendered for the audit of the Company’s annual consolidated financial statements and internal controls over financial reporting for the fiscal years ended 20122015 and 2013,2016, for the reviews of the condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q for the 20122015 and 20132016 fiscal years for stand-alone audits of our subsidiaries and for accounting research and consultation related to the audits and reviews totaled approximately $3,563,200$949,000 for 20122015 and $841,600$969,000 for 2013.2016. These fees were approved by the Audit Committee.

Audit-Related Fees

The aggregate fees billed by Deloitte for audit-related services for the fiscal years ended 20122015 and 20132016 were $106,100$24,700 and $10,500,nil, respectively. These fees related to research and consultation on various filings with the SEC and due diligence services and were approved by the Audit Committee.

Tax Fees

The aggregate fees billed or expected to be billed by Deloitte for tax-related services for the fiscal years ended 20122015 and 20132016 were $985,000$477,500 and $1,441,500,$160,000, respectively. These fees related to tax consultation, preparation of federal and state tax returns and related services and were approved by the Audit Committee.

All Other Fees

There were no fees billed by Deloitte for services rendered to the Company other than the services described above under “Audit Fees,” “Audit-Related Fees” and “Tax Fees” for the fiscal years ended 20122015 and 2013.2016.

In its approval of these non-audit services, the Audit Committee has considered whether the provision of non-audit services is compatible with maintaining Deloitte’s independence.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARESFORTHE PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2014.2017.

PROPOSAL 3 — ADVISORY VOTE ON

COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS

As required by Rule 14a-21(a) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), we are seeking an advisory vote on the compensation of the Company’s named executive officers as disclosed in the section of this Proxy Statement titled “Executive Compensation,” including the Compensation Discussion and Analysis, compensation tables and narrative discussion that follows the tables.

Our compensation program for our named executive officers is designed to (i) retain our named executive officers, who are critical to our long-term success; and (ii) motivate and reward them for achieving our short-term business and long-term strategic goals. We believe that in 20132016 our executive compensation program was successful in implementing these objectives.

Stockholders are urged to read the Compensation Discussion and Analysis, compensation tables and narrative discussion in this Proxy Statement, which discussesdiscuss in greater detail our compensation philosophy, policies and procedures. The Board believes that the compensation paid to our named executive officers is necessary, appropriate and properly aligned with our compensation philosophy and policies.

Stockholders are being asked to approve the following advisory resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.

Although the vote is non-binding, the Board of Directors and the Compensation Committee will consider the voting results, along with other relevant factors, in connection with their ongoing evaluation of the Company’s compensation programs.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARES, ON A NON-BINDING, ADVISORY BASIS,FORTHE PROPOSAL TO APPROVE THE COMPANY’S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.

PROPOSAL 4 — ADVISORY VOTE ON

THE FREQUENCY OF FUTURE ADISORY VOTES ON

COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS

Pursuant to Rule 14a-21(b) of the Securities Exchange Act, we are asking stockholders to vote on whether future advisory votes on compensation paid to the Company’s named executive officers should occur every year, every two years or every three years.

After careful consideration, the Board of Directors has determined that holding an annual advisory vote on compensation paid to our named executive officers is the most appropriate policy for the Company at this time and recommends that stockholders vote for the Company to hold annual advisory votes on such compensation. In formulating its recommendation, the Board of Directors considered that, because executive compensation disclosures are made annually, an annual advisory vote on executive compensation will allow our stockholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. We understand that our stockholders may have different views as to what is the best approach for the Company on this matter, and we look forward to hearing from our stockholders on this proposal.

You may vote to have the advisory vote held every year, every two years or every three years, or you may abstain. You are not voting to approve or disapprove the Board’s recommendation. The vote is advisory and non-binding. The Board will, however, consider the voting results, along with other relevant factors, in determining the frequency of future advisory votes on compensation paid to our named executive officers.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARES, ON A NON-BINDING, ADVISORY BASIS, FOR ANANNUAL VOTE ON COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

REPORT OF THE AUDIT COMMITTEE

The Directors who serve on the Audit Committee are all “independent” for purposes of Nasdaq listing standards and applicable SEC rules and regulations. Among its functions, the Audit Committee reviews the financial reporting process of the Company on behalf of the Board of Directors. Management has the primary responsibility for the consolidated financial statements and the financial reporting process. The independent registered public accounting firm is responsible for expressing opinions on the conformity of the Company’s financial statements to accounting principles generally accepted in the United States of America and on the effectiveness, in all material respects, of internal control over financial reporting, based on criteria established in “Internal Control – An Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have reviewed and discussed with management the Company’s Annual Report on Form 10-K for the year ended December 31, 2013,2016, which includes the Company’s audited consolidated financial statements for the year ended December 31, 2013,2016, and management’s assessment of, and the independent audit of, the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013.2016.

For 2013,2016, the Audit Committee operated under a written charter adopted by the Board of Directors which is available on the Company’s website at www.loral.com.www.loral.com. All of the responsibilities enumerated in such charter, as in effect during 2013,2016, were fulfilled for the year ended December 31, 2013.2016.

We have reviewed and discussed with management and the independent registered public accounting firm, Deloitte & Touche LLP, the Company’s consolidated financial statements as of and for the year ended December 31, 2013.2016.

We have discussed with the independent registered public accounting firm, Deloitte & Touche LLP, the matters required to be discussed by the Sarbanes-Oxley Act of 2002 and PCAOB Interim Standard,Communicationwith Audit Committees, as amended, Rule 2-07,Communication with the Audit Committee, of Regulation S-X of the SEC and PCAOB Auditing Standard No. 5.

We have received and reviewed the written disclosures from Deloitte & Touche LLP, required by PCAOB Rule 3526, “Communications with Audit Committees Concerning Independence,” and have discussed with the independent registered public accounting firm the firm’s independence.

Based on the activities referred to above, we recommended to the Board of Directors that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.2016.

The Audit Committee

Arthur L. Simon, Chairman

John D. Harkey, Jr.

John P. Stenbit

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation Discussion and Analysis explains the Company’s executive compensation program as it relates to the following named executive officers. Titles and positions are those in effect as of December 31, 2013.

Objectives and Philosophy

Our compensation program for our named executive officers is established and administered by our Compensation Committee (the “Committee”) and is designed to (i)  retain our named executive officers, who are critical to our long-term success; and (ii) motivate and reward them for achieving our short-term business and long-term strategic goals.

Compensation for our named executive officers consists of “totaltotal direct compensation,” certain other compensatory benefits (including perquisites and retirement benefits) and potential compensation payable in the event of the executive’s termination of employment. “TotalTotal direct compensation”compensation is comprised of base salary and annual bonus compensation (included for 2013 and 2012 in the Summary Compensation Table in the Bonus column and for 2011 in the Non-Equity Plan Incentive Compensation column). Each of these elements of total direct compensation is discussed in more detail below.

Consistent with our retention objectives, we seekSince the SSL Sale in 2012, Loral’s principal asset has been and continues to provide compensationbe its majority ownership interest in Telesat. With the goal of maximizing shareholder value and in order to position the Company for exploration of potential strategic transactions involving the possible monetization of the Company’s interest in Telesat, including possibly through a combination of the Company and Telesat into a new public entity or a sale of the Company itself, the Company, after the SSL Sale, restructured its corporate office, including reducing the number of employees and overhead costs. The Committee has sought to retain the remaining executives and employees, including the named executive officers, at levels that are competitiveduring the period in our industry, which is highly specialized and generally comprised of firms that are significantly larger in size than we are and for which the supply of qualified and talented executivesCompany is limited. For these reasons,pursuing its strategic objectives by, among other things, keeping their compensation comparable to that paid in years prior to 2013, we set total direct compensation levels for our named executive officers between the 50th and 75th percentile for comparable positions at our peer companies. While our overall objectives and philosophy remained the same for 2013, because of our restructuring efforts in connection with the SSL Sale (explained below), weSale. As a result, the Committee did not believe it was necessary or appropriate to engage a compensation consultant or perform a directany comparative analysis with peer companies with respect to compensation paid to or earned by our named executive officers in 2013.2016.

Determination of Compensation

The Committee considers a variety of factors when determining total direct compensation levels for our named executive officers, including:

In addition to total direct compensation, the Committee also considers other compensatory benefits and potential compensation payable to executive officers in determining compensation levels for the named executive officers. These other benefits and compensation payable include retirement benefits and potential benefits which may be payable upon separation from the Company. The nature of this other compensation is different from total direct compensation because it involves, in the case of retirement benefits, compensation payable only in the future, and, in the case of termination benefits, compensation which is contingent upon the possible occurrence of future events. When making pay decisions, the Committee does not consider each element of compensation in isolation; rather, the Committee considers the overall compensation package for each named executive officer with a view to ensuring that it is properly balanced to achieve the objectives noted above.

The Role of Peer Groups, Compensation Consultants, Surveys and Market Analysis

The Committee has in the past from time-to-time reviewed market analyses assessing the extent to which the compensation program established for our named executive officers is competitive when compared with executive compensation programs established by a group of peer companies to ascertain whether the Company is paying its named executive officers in accordance with the Company’s stated compensation philosophy (as discussed under “Objectives and Philosophy” above). For the reasons described below, however, for compensation paid to and earned by our named executive officers in 2013, the Committee did not review the executive compensation programs or pay levels of any peer companies or perform any comparative compensation assessments.

Since the SS/L Sale in 2012, Loral’s principal asset is its majority ownership interest in Telesat. With the goal of maximizing shareholder value, in late 2012 and in 2013, the Company restructured its corporate office, which included reducing the number of employees and overhead. This restructuring was undertaken, among other reasons, in order to position Loral for exploration of potential strategic transactions involving the possible monetization of Loral’s interest in Telesat, including possibly through a disposition of Loral itself. Because the Company was involved in a significant restructuring of its corporate office and because of the possibility of a strategic transaction involving Loral and the potential closing of the corporate office, the Committee believed that it was not necessary or appropriate to perform comparative analyses of executive compensation for our named executive officers. Accordingly, for 2013, the Committee did not retain any compensation consultants to assist in general compensation analyses or reviews and no peer groups were developed or peer companies analyzed.

Consideration of 20132016 Say-on-Pay Vote

At our 20132016 annual meeting of stockholders, we held a stockholder advisory vote on the compensation of our named executive officers, or say-on-pay, as required by Section 14A of the Exchange Act. Seventy-twoNinety-nine percent (72%(99%) of the stockholder votes cast were in favor of our say-on-pay proposal. The Committee considered the non-binding say-on-pay vote as an affirmation of our current executive compensation programs and practices with respect to our named executive officers and made no significant changes to such programs and practices in response to the advisory vote.

Elements of Compensation

Total Direct Compensation

Our total direct compensation consists of two components:

In the past, we also provided long-term equity incentive compensation to our named executive officers as a component of total direct compensation. These long-term incentives were provided under our Amended and Restated 2005 Stock Incentive Plan asin the form of stock options, restricted stock units or SS/LSSL phantom stock appreciation rights. In 2013, becauseThis plan had a ten-year term and has expired. Due to the Company was involved in a significant restructuring of itsour corporate office and because of the possibility of a strategic transaction involving Loral and the potential closing of theour corporate office, each as discussed above, the Committee believedbelieves that it wasis not necessary or appropriate to and did not, grant any equity awards to the named executive officers.officers and, therefore, has not proposed or recommended the adoption of a new stock incentive plan.

Base Salary

We provide a base salary for services rendered by our named executive officers throughout the year to give them resources upon which to live and to provide a portion of compensation which is assured in order to help provide them with a certain level of financial security. When determining base salary, we may consider a number of factors, to the extent they are relevant to any named executive officer in any year, including market data, prior salary, job responsibilities and changes in job responsibilities, achievement of specified Company goals, individual experience, demonstrated leadership, performance potential, Company performance and retention considerations. These factors are not weighed or ranked in any particular way.

Effective April 1, 2013, baseBase salaries for Messrs. Katz and Capogrossi were increased effective as of April 1, 2016 by 3%1.5% as an ordinary course cost of living adjustment, andadjustment. Effective April 1, 2016, Mr. Capogrossi alsoGirgla received an additional 15%a 7.5% increase in base salary to reflect his promotion in March 2013January 2016 to the positionsposition of Chief Financial OfficerVice President and TreasurerController and the associated increased responsibilities associated therewith. Base salary for Mr. Rein was not adjusted in 2013 as his employment was terminated effective March 15, 2013 prior to the April 1 date for salary adjustments.responsibilities. Effective April 1, 2014,2017, base salaries for Messrs. Katz, Capogrossi and CapogrossiGirgla were increased by 3%2.1% as an ordinary course cost of living adjustment.

Annual Bonus Compensation

We provide a discretionary annual cash bonus incentivesincentive for our named executive officers under our Management Incentive Bonus or MIB program to motivate and reward our named executive officers for their efforts towards achieving our annual, short-term corporate goals, as well as our long-term strategic goals. Each named executive officer has a target bonus opportunity, which in the past was generally payable upon the achievement of certain performance goals at the target level.opportunity. The Committee administers the MIB program, sets target bonus opportunities and annual performance goals and determines the degree to which goals have been achieved and the amounts payable under the MIB program each year.year, which may be more or less than the target opportunity. The table below sets forth the target bonus opportunity for 20132016 for each named executive officer.

The target bonus opportunities for both Messrs. Katz and Rein, having been increased in 2011 to more closely align with those of comparable similarly situated executives at SS/L,Capogrossi were not adjusted in 2013. The target bonus opportunity for Mr. Capogrossi was adjusted to 50% for 2013 to reflect his promotion in March 2013 to the positions of Chief Financial Officer and Treasurer and the increased responsibilities associated therewith.

In the past, our MIB program provided that our named executive officers could earn more or less than their target bonus opportunities if actual performance fell within certain ranges above or below the targeted performance. For example, in past years, the program provided the named executive officers with the opportunity to earn up to 130% of their target percentage for performance at the highest performance level of each component and 70% of their target percentage for performance at the minimum or threshold level of performance for each component, below which level no bonus could be earned. Thus, for each named executive officer, the bonus amount paid could increase or decrease proportionately in accordance with performance against our performance measures.

For the reasons described below, in 2013, as in 2012, our MIB program did not follow the same structure as was customarythose in years prior to 2012. In those years, management presented and recommended to the Committee, and, after review and consideration, the Committee approved, an MIB program structure that included certain formulas, performance targets, metrics and weightings, such as achievement of certain specified levels of EBITDA, new business and year-end cash levels. Specifically, the bonus opportunity for Messrs. Katz, Capogrossi and Rein was tied to performance at SS/L and individual objectives. After the end of the year,effect in order to determine the amount to be paid to named executive officers under the MIB program, the Committee compared actual performance against target for each goal and bonuses were awarded accordingly.

2015. In light of the SS/L Saleprocess to explore potential strategic transactions in 2012,which the Company was engaged in 2016 (see “Objectives and Philosophy” above), the Committee did not believe it would be appropriate or meaningful to set corporate performance goalsadjust these targets for 2013 under2016. The target bonus opportunity for Mr. Girgla was increased to 35% of his base salary for 2016 to reflect his promotion in January 2016 to the MIB program. Although no specific individual performance objectives were set for 2013, in December 2013,position of Vice President and Controller and the associated increased responsibilities.

In March 2017, the Committee reviewed, on a subjective basis, the individual performance of the participants in the MIB program during 2013,2016, including the named executive officers, and specifically noted their excellent performance in their areas of responsibility, including positioning the Company fortheir work and efforts with respect to a potential strategic transaction. The Committee also noted that the Company’s executives and employees, including the named executive officers, have continued with the Company during the period in which the Company is pursuing its strategic objectives, based, in part, on the reasonable expectation that, absent extraordinary circumstances or events, if they performed as expected they would receive bonuses comparable to those paid in years prior to the SSL Sale. In addition, the Committee noted that, because of the strategic initiatives undertaken since the SSL Sale, including in 2016, individual performance goals were not set for 2016 and no long-term incentive awards were granted to any employees, including our named executive officers. Based on the foregoing considerations, the Committee approved therefore, payment of discretionary bonuses to the named executive officers at the same level as in 20122015 (with the only adjustments relating to the ordinary course cost of living increase to base salaries and, as discussed above, the increase in base salary and bonusincreased target percentage for Mr. Capogrossi due to his increased responsibilities)Girgla). Thus, as in 2012,2015, these 20132016 bonus awards resulted in a bonus payment to each of Messrs. Katz, Capogrossi and ReinGirgla at an aggregate of 130% of their targets. Mr. Rein’starget bonus was pro-rated for the time he served as an employee of the Company prior to termination of employment effective March 15, 2013.opportunities. These bonus amounts are included in the Bonus column of the Summary Compensation Table.

Other Benefits and Perquisites

Our named executive officers receive other benefits also available to other salaried employees, including health insurance, life insurance, vacation pay and sick pay. Also, in order to compete effectively in retaining qualified named executive officers, we provide the named executive officers with universal life insurance policies in various amounts beyond that provided for other employees. Other than the additional life insurance, the Committee has determined that there generally should be no perquisites or similar benefits for named executive officers which are not consistent with those available to other salaried employees. We do not provide the named executive officers with automobiles, aircraft for personal use, personal living accommodations, club memberships or reimbursement of “social expenses” except to the extent that they are specifically, directly and exclusively used to conduct Company business.

Retirement Benefits

Retirement benefits are intended to recognize long-term service with the Company and to promote the retention of high quality executive officers through retirement. The Committee also believes that providing retirement benefits was critical in initially attracting our executive officers to the Company. The Company maintains two types of qualified retirement plans covering its executive officers: a defined benefit pension plan and a defined contribution savings plan. In 2013, pension benefits were also provided through a “non-qualified” plan. The non-qualified plan, also known as the Supplemental Executive Retirement Plan (“SERP”), was designed to “restore” the benefit levels that IRS regulations limited in qualified plans. As discussed below, our Board approved termination of the SERP in December 2012, and final lump sum payouts were made to participants in December 2013.

As of December 31, 2013,2016, the qualified defined benefit qualified pension plan covered all of our named executive officers. In 2006, the Company changed this plan, which previously had been administered on a non-contributory basis, to require certain contributions by participants thereby havingwhich had the effect of sharing the cost of providing qualified pension benefits with the named executive officers.

As of December 31, 2013,2016, the defined contribution savings plan benefited all named executive officers. Named executive officers who make contributions to this plan receive matching contributions from the Company of up to 6% of a participant’s eligible base salary at a rate of 66⅔%. All named executive officers are eligible to and participate in this plan.

The qualified defined benefit pension plan is subject to the Internal Revenue Code’s limits on covered compensation and benefits payable. Named executive officers who earnPrior to 2014, pension benefits were also provided through a “non-qualified” plan. The non-qualified plan, also known as the Supplemental Executive Retirement Plan (“SERP”), was designed to “restore” the benefit levels that IRS regulations limited in excess of applicable IRS limits also participated in the SERP prior to its termination. Non-qualified excess benefits and the supplemental retirement plan under ERISA provided by the SERP restored, prior to the SERP’s termination, the benefits that would have been payable to participants under the qualified pension plan except for the limitations imposed on qualified plans under the Internal Revenue Code.

plans. Under the SERP, each participant was entitled to receive the difference, if any, between the full amount of retirement income due under the pension plan formula without application of the IRS limitations and the amount of retirement income payable to the participant under the pension plan formula when applicable Internal Revenue Code limitations are applied. Our Board approved termination of the SERP in December 2012, and final lump sum payouts were made to participants in December 2013.

In connection withJanuary 2014, the corporate office restructuring as a result of the SS/L Sale, in December 2012, our Board approved annual make-whole payments (the “SERP Make-Whole Payments”) to employees, including Loral’s named executive officers, who would have earned SERP benefits had the termination ofSERP not been terminated. Specifically, with respect to periods after the SERP. In December 2013, the Company made final lump sum paymentspayouts to participants in December 2013, each employee who would have qualified for a SERP accrual for that period receives a cash payment equal to such employee’s annual accrued benefit at age 65 that would have been calculated for that period under the SERP (had it not been terminated) multiplied by a present value factor reflecting the employee’s life expectancy and current age and the discount rate used by the Company in its financial statements at the beginning of $17.7 millionthe year. The SERP Make-Whole Payment is paid at the end of the year the benefit is earned, early the following year or upon termination of employment if earlier. Messrs. Katz, Capogrossi and Girgla received SERP Make-Whole Payments in January 2017 with respect to the participants2016 fiscal year. SERP Make-Whole Payments are included in the SERP, including payments of $3.1 million to our named executive officers (included in the 2013 Pension Benefits table in the Payments Made During Last Fiscal Year column), in accordance with the requirements of Section 409AAll Other Compensation column of the Internal Revenue Code and the regulations promulgated thereunder.Summary Compensation Table.

Severance Policy for Named Executive Officers

In June 2006, the Company formally adopted a severance policy for corporate officers, including the named executive officers who were designated by the plan administrator. This policy was amended and restated on December 17, 2008 primarily in order to bring it into documentary compliance with Section 409A of the Internal Revenue Code before December 31, 2008 as required by the IRS. The policy was again amended and restated in August 2011 primarily to include a provision for severance benefits payable to certain of Loral’s named executive officers in the event of termination of employment in connection with or in contemplation of a Corporate Event (defined to include, among other things, a change of control of Loral, a sale or spin-off of SS/L or the closing or cessation or reduction in the scope of operations, in whole or in part, of Loral’s corporate headquarters). The Loral Space & Communications Inc. Severance Policy for Corporate Officers (Amended and Restated as of August 4, 2011) (the “Loral Severance Policy for Corporate Officers”) provides for severance benefits following the termination of an eligible officer’s (including our named executive officers’) employment by Loral without cause. Severance benefits will be provided at different levels, depending on the seniority and length of service of the officer when termination occurs. Severance benefits are not provided in the event employment is terminated due to death, disability or retirement. In addition, the policy provides for certain enhanced severance benefits for our named executive officers in the event of termination of employment without cause in connection with or in contemplation of a Corporate Event (defined to include, among other things, a change of control of Loral or the closing or cessation or reduction in the scope of operations, in whole or in part, of Loral’s corporate headquarters).

Loral believed it was important and desirable to adopt a severance policy in order to assure Loral’s officers of a degree of certainty relating to their employment situation and thereby secure their dedication, notwithstanding any concerns they might have regarding their continued employment prior to or following termination or a change in control.without cause. The amendments were intended to enhance theenhanced policies for termination without cause in contemplation of a potential Corporate Event were intended for retention purposes and to keep executives focused on our business and completion of strategic transactions.

Separation and Consulting Agreements

Role of Executive Officers in Pay Decisions

Upon the request of the Committee, certain of our employees, including certain executive officers, may compile and organize information, arrange and attend meetings and provide support for the Committee’s work. Ultimately, all compensation decisions for the named executive officers are approved by the Committee.

Tax Aspects of Executive Compensation

Section 162(m) of the Internal Revenue Code generally limits our corporate tax deduction for compensation that is not “performance based” to $1 million annually that is paid to each named executive officer who is a Company employee at year-end. Our bonus and incentive programs areannual MIB program is not designed to meet the technical Section 162(m) requirements. Accordingly, for 2013,2016, compensation payablepaid to our named executive officers in thean aggregate amount of $850,698$121,646 is not deductible. In addition to these bonus and incentive programs,our annual MIB program, there may be other instances in which the Committee determines that it cannot structure compensation to meet Section 162(m) requirements. In those instances, the Committee may elect to structure elements of compensation (such as certain qualitative factors in annual bonuses) to accomplish business objectives that it believes are in our best interests and those of our stockholders, even though doing so may reduce the amount of our tax deduction for such compensation.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed with management the above “Compensation Discussion and Analysis” contained in this Proxy Statement and in the Company’s Amendment No. 1 to Annual Report for the year ended December 31, 2013 on Form 10-K/A.Statement. Based upon that review and those discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in Amendment No. 1 to Annual Report for the year ended December 31, 2013 on Form 10-K/A.Statement.

The Compensation Committee

Mark H. Rachesky, M.D., Chairman

John D. Harkey, Jr.

Compensation Tables

Summary Compensation Table