Mail Stop 0407
December 28, 2005
Via U.S. Mail and Fax
Mr. Rick Medlock
Chief Financial Officer
Inmarsat Holdings Limited
99 City Road
London EC1Y 1AX
United Kingdom
RE: Inmarsat Holdings Limited
Form 20-F for the fiscal year ended December 31, 2004
File No. 333-120876-01
Inmarsat Finance II plc
Form 20-F for the fiscal year ended December 31, 2004
File No. 333-120876
Inmarsat Finance plc
Form 20-F for the fiscal year ended December 31, 2004
File No. 333-115865
Inmarsat Group LTD
Form 20-F for the fiscal year ended December 31, 2004
File No. 333-115865-06
Dear Mr. Medlock:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your documents in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 20-F for Fiscal Year Ended December 31, 2004
Inmarsat Finance II plc and Inmarsat Holdings Limited
Item 15. Controls and Procedures, page 138
1. We note your disclosure that "[t]here were no significant
changes
in the Company`s internal controls, or to our knowledge, in other
factors that could significantly affect internal controls after
December 31, 2004." Item 308(c) of Regulation S-K requires the
disclosure of any change in your internal control over financial
reporting identified in connection with an evaluation thereof that
occurred during your fourth fiscal quarter that has materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting. Please confirm for us
supplementally that there was no change in your internal control
over
financial reporting that occurred during your fourth fiscal
quarter
in 2004 that has materially affected, or is reasonably likely to
materially affect, your internal control over financial reporting,
and provide the disclosure required by Item 308(c) of Regulation
S-K.
Report of Independent Registered Public Accounting Firm, pages F-2
and F-3
2. Please tell us why a reference to the restatement is not
required.
Note 18. Loans and other borrowings, page F-35
3. See (k). Please provide the required disclosures under Rule 3-
10(b)(4) of Regulation S-X.
Note 22. Employee share options, page F-38
4. Please disclose the name of the independent advisors or delete
this reference.
Note 33(b). Financial instruments and hedge accounting, page F-60
5. We note that you evaluated the existing portfolio of
derivatives
and elected to formally designate a portion as hedges. Please
tell
us why your accounting is appropriate under paragraph 28(a) of FAS
133.
6. We note that you entered into a three-year interest rate swap
in
December of 2003 and formally designated it as a hedge in January
2004. Please tell us why your accounting is appropriate under
paragraph 28(a) of FAS 133.
Note 33(f). Acquisition, page F-64
7. Please tell us why other customer-related intangible assets
(e.g.,
customer relationship, distribution agreement, etc.) were not
separately recognized under paragraph 39 of FAS 141.
Inmarsat Finance plc and Inmarsat Group Limited
8. Please comply with all the applicable comments above.
Inmarsat Leasing (Two) Limited Financial Statements, page F-218
9. We note that the audit report is dated April 21, 2004 and
covers
the years ended December 31, 2002, 2003, and 2004. Please revise
or
advise.
* * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please file your response on EDGAR.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Michael Henderson, Staff Accountant, at
(202)
551-3364 or Dean Suehiro, Senior Accountant, at (202) 551-3384 if
you
have questions regarding comments on the financial statements and
related matters. Please contact me at (202) 551-3810 with any
other
questions.
Sincerely,
Larry Spirgel
Assistant Director
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Mr. Rick Medlock
Inmarsat Holdings Limited
December 28, 2005
Page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE